0001493152-16-008782.txt : 20160408 0001493152-16-008782.hdr.sgml : 20160408 20160408215124 ACCESSION NUMBER: 0001493152-16-008782 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160106 FILED AS OF DATE: 20160408 DATE AS OF CHANGE: 20160408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CACHET FINANCIAL SOLUTIONS, INC. CENTRAL INDEX KEY: 0001487906 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 272205650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18671 LAKE DRIVE EAST STREET 2: SOUTHWEST TECH CENTER A CITY: MINNEAPOLIS STATE: MN ZIP: 55317 BUSINESS PHONE: 952-698-6980 MAIL ADDRESS: STREET 1: 18671 LAKE DRIVE EAST STREET 2: SOUTHWEST TECH CENTER A CITY: MINNEAPOLIS STATE: MN ZIP: 55317 FORMER COMPANY: FORMER CONFORMED NAME: DE Acquisition 2, Inc. DATE OF NAME CHANGE: 20100324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bortel Peter CENTRAL INDEX KEY: 0001651488 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53925 FILM NUMBER: 161563791 MAIL ADDRESS: STREET 1: 13313 POINT RICHMOND BEACH ROAD NW CITY: GIG HARBOR STATE: WA ZIP: 98332 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bortel Investment Management LLC CENTRAL INDEX KEY: 0001651486 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53925 FILM NUMBER: 161563792 BUSINESS ADDRESS: STREET 1: 13313 POINT RICHMOND BEACH ROAD NW CITY: GIG HARBOR STATE: WA ZIP: 98332 BUSINESS PHONE: 253-858-7866 MAIL ADDRESS: STREET 1: 13313 POINT RICHMOND BEACH ROAD NW CITY: GIG HARBOR STATE: WA ZIP: 98332 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tiburon Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001490894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53925 FILM NUMBER: 161563793 BUSINESS ADDRESS: STREET 1: 13313 POINT RICHMOND BEACH ROAD NW CITY: GIG HARBOR STATE: WA ZIP: 98332 BUSINESS PHONE: 253-858-7866 MAIL ADDRESS: STREET 1: 13313 POINT RICHMOND BEACH ROAD NW CITY: GIG HARBOR STATE: WA ZIP: 98332 3 1 form3.xml X0206 3 2016-01-06 0 0001487906 CACHET FINANCIAL SOLUTIONS, INC. CAFN 0001490894 Tiburon Opportunity Fund, L.P. 13313 POINT RICHMOND BEACH ROAD NW GIG HARBOR WA 98332 0 0 1 0 0001651486 Bortel Investment Management LLC 13313 POINT RICHMOND BEACH ROAD NW GIG HARBOR WA 98332 0 0 1 0 0001651488 Bortel Peter 13313 POINT RICHMOND BEACH ROAD NW GIG HARBOR WA 98332 0 0 1 0 Common stock 3251434 I See footnote. Warrant to purchase common stock 0.329 2019-10-22 Common stock 183336 I See footnote. Warrant to purchase common stock 0.329 2020-02-03 Common stock 86957 I See footnote. Convertible preferred stock 0.329 2020-06-03 Common stock 759878 I See footnote. Warrant to purchase common stock 0.329 2020-06-03 Common stock 571038 I See footnote. Warrant to purchase common stock 0.329 2020-11-24 Common stock 100000 I See footnote. Warrant to purchase common stock 0.329 2021-01-06 Common stock 498429 I See footnote. Tiburon Opportunity Fund, L.P. (the "Stockholder"), Bortel Investment Management LLC (the "General Partner"), and Peter Bortel are collectively referred to herein as the "Reporting Persons." The Stockholder directly owns the securities reported herein. The General Partner is the general partner of the Stockholder. Mr. Bortel is the managing member of the General Partner and controls the General Partner's activities. The General Partner and Mr. Bortel may be deemed to have beneficial ownership of the securities reported herein. The Reporting Persons became a 10% or greater beneficial owner of Cachet Financial Solutions, Inc. (the "Issuer") on January 6, 2015.(FOOTNOTE CONTINUED BELOW) (CONTINUED FROM NOTE 1 ABOVE)On January 6, 2016, the Reporting Persons became the beneficial owner of 3,849,863 shares of common stock ("Common Stock") of the Issuer (consisting of 3,251,434 shares of Common Stock and 598,429 shares of Common Stock underlying unexercised warrants (issued on November 24, 2015 and January 6, 2016) that are not subject to blocker provisions) representing 10.72% of the 35,305,536 shares of Common Stock which were issued and outstanding of the Issuer as of January 6, 2016 (as confirmed by the transfer agent of the Issuer) plus the 598,429 shares of Common Stock underlying the unexercised warrants that are not subject to blocker provisions.(FOOTNOTE CONTINUED BELOW) (CONTINUED FROM NOTE 2 ABOVE) The shares of Common Stock beneficially owned by Reporting Persons do not include Common Stock underlying warrants or preferred stock which contain blocker provisions to the extent that the Common Stock issuable upon the exercise of the warrants or conversion of preferred stock would result in the beneficial ownership of the Reporting Persons above 9.99% of the outstanding shares of Common Stock of the Issuer. On October 22, 2014, Stockholder was issued a warrant to purchase 533,336 shares of Common Stock with an exercise price of $2.00 per share. The warrant was exercisable on October 22, 2014; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on October 22, 2019.(FOOTNOTE CONTINUED BELOW) (CONTINUED FROM NOTE 4 ABOVE) The warrant contained anti-dilution adjustment provisions providing for the reduction of the exercise price of the warrant under certain circumstances, which were amended on June 3, 2015 to provide for "full ratchet" anti-dilution protections automatically reducing the exercise price of the warrant. Pursuant to the anti-dilution adjustment provisions of the warrant, the exercise price was reduced to $0.4816 per share on June 3, 2015. On November 6, 2015, Stockholder partially exercised the warrant to purchase 350,000 shares of Common Stock at $0.4816 per share (an aggregate of $168,560). In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant, the exercise price per share of the remaining 183,336 shares of Common Stock underlying the warrant was automatically reduced by the Issuer to $0.329 per share. On February 3, 2015, Stockholder was issued a warrant to purchase 86,957 shares of Common Stock with an exercise price of $1.15 per share. The warrant was exercisable on February 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on February 3, 2020. Pursuant to an amendment to the warrant dated June 3, 2015 providing for "full ratchet" anti-dilution protection provisions automatically reducing the exercise price of the warrant, the exercise price was reduced to $0.4816 per share. In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant, the exercise price per share of the warrant was automatically reduced to $0.329 per share. On June 3, 2015, Stockholder effected a private purchase for $250,000 of 2,500 shares of convertible preferred stock (convertible into 555,556 shares of Common Stock at $0.45 per share) and a warrant to purchase 571,038 shares of Common Stock at an exercise price of $0.4816 per share. The preferred stock was convertible on June 3, 2015; provided, however, the conversion of such preferred stock is limited by a blocker provision, which provides that the preferred stock is not convertible to the extent that Common Stock issuable upon the conversion of the preferred stock would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The convertibility of the preferred stock expires on June 3, 2020.(FOOTNOTE CONTINUED BELOW) (CONTINUED FROM NOTE 7 ABOVE) The warrant was exercisable on June 3, 2015; provided, however, the exercise of such warrant is limited by a blocker provision, which provides that the warrant is not exercisable to the extent that Common Stock issuable upon the exercise of the warrant would result in a beneficial ownership of the reporting person above 9.99% of the issuer's outstanding shares of Common Stock. The warrant expires on June 3, 2020. The warrant and the preferred stock contain "full ratchet" anti-dilution protections automatically reducing the exercise price and conversion price, as applicable.(FOOTNOTE CONTINUED BELOW) (CONTINUED FROM NOTE 8 ABOVE)In January 2016, pursuant to the "full ratchet" anti-dilution protection provisions of the warrant and the preferred stock, the exercise price per share of the warrant and the conversion price per share of the convertible preferred stock were automatically reduced to $0.329. In light of such reduction, the convertible preferred stock became convertible into 759,878 shares of Common Stock at $0.329 per share. On November 24, 2015, Stockholder was issued a warrant to purchase 168,117 shares of Common Stock with an exercise price of $0.4816 per share. The warrant was exercisable on November 24, 2015 and expires on November 24, 2020. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. Pursuant to an amendment to the warrant on January 5, 2016, the exercise price per share of the warrant was reduced by the Issuer to $0.329 per share. On January 6, 2016, Stockholder partially exercised the warrant to purchase 68,117 shares of Common Stock at $0.329 per share (an aggregate of $22,410). On January 6, 2016, Stockholder was issued a warrant to purchase 498,429 shares of Common Stock with an exercise price of $0.329 per share. The warrant was exercisable on January 6, 2016 and expires on January 6, 2021. This warrant is not subject to a blocker provision nor does this warrant contain "full ratchet" anti-dilution protections that automatically reduce the exercise price of the warrant. /s/ Peter Bortel, as managing member of general partner of Tiburon Opportunity Fund, L.P. 2016-04-08 /s/ Peter Bortel, as managing member of Bortel Investment Management LLC 2016-04-08 /s/ Peter Bortel 2016-04-08