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CACHET FINANCIAL SOLUTIONS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits

August 6, 2014

Item 1.01. Entry into a Material Definitive Agreement.

Financing Commitment Letter

On July 30, 2014, Cachet Financial Solutions, Inc. ("we" or "us") entered into a financing commitment letter with our directors James L. Davis and Michael J. Hanson, under which letter Messrs. Davis and Hanson agreed to advance to us, upon our request made on or prior to December 31, 2014, borrowings in an aggregate amount of up to $2.5 million to be used by us for working capital. Any amounts borrowed under this commitment will be documented by our delivery to the appropriate lender or lenders a written promissory note, and such amounts will bear interest rate at the per annum rate of 10% with principal and accrued but unpaid interest being fully due and payable on January 15, 2015. In the event of our failure to pay all principal and accrued but unpaid interest by that date, default interest will begin to accrue at the per annum rate of 18%.

Amendment and Restatement of Employment Agreements

Effective August 1, 2014, we entered into Amended and Restated Employment Agreements with each of Jeffrey C. Mack (our Chief Executive Officer), Lawrence C. Blaney (our Chief Marketing Officer) and Christopher Ebbert (our Chief Technology Officer). We entered into the amended and restated employment agreements to:

provide that the initial terms of the executives' agreements will be extended

absent (i) the existence of "cause," as defined in their agreements, or (ii) the failure by an executive to cure performance-related issues within 60 days of a written good faith determination by our Board of Directors that the executive's performance has been unsatisfactory, which failure (other than breaches of the employment agreement) will not constitute "cause";

add that a material diminution of the authority, responsibility or

perquisites, among certain other things, will constitute "good reason" for the executive to termination his employment with us; and

specify that, in the case of a termination of employment arising from the

executive's death or disability, and in which our Board of Directors has insufficient information to make a determination regarding the satisfaction of any bonus-related performance criteria, it will be assumed that all such criteria are or will be satisfied at their target levels. In any such case, the bonus or prorated portion thereof will be payable no later than 60 days after termination.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 1, 2014, our director Mark S. Anderson resigned from his position on our Board of Directors to allow for new independent directors to join the board.

The disclosures contained in Item 1.01 above under the "Amendment and Restatement of Employment Agreements" sub-caption are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description 10.1 Commitment Letter with James L. Davis and Michael J. Hanson, dated July 30, 2014 (filed herewith).


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Source: Edgar Glimpses

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