We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cachet Financial Solutions, Inc. | NASDAQ:CAFND | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
|
Delaware
|
| |
4822
|
| |
27-2205650
|
|
|
(State of Incorporation or
organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer Identification
Number) |
|
|
Jeffrey Nadler, Esq.
Davies Ward Phillips & Vineberg LLP 900 Third Avenue, 24th Floor New York, NY 10022 |
| |
Curtis L. Mo, Esq.
DLA Piper LLP 2000 University Avenue East Palo Alto, CA 94303 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company ☒
|
|
| | ||||||||||||||||||||||||
Title of each class of securities to be registered
|
| |
Amount to be
registered (1) |
| |
Proposed maximum
offering price per share |
| |
Proposed maximum
aggregate offering price (1) |
| |
Amount of
registration fee (2) |
| ||||||||||||
Common Stock, par value $.0001 per share
(3)
|
| | | | 2,875,000 | | | | | $ | 8.00 | | | | | $ | 23,000,000 | | | | | $ | 2,316.10 | | |
|
| | |
Price to Public
|
| |
Underwriting Discounts
and Commissions (1) |
| |
Proceeds to Cachet
Financial Solutions, Inc. |
|
Per Share Total
|
| |
|
| |
|
| |
|
|
| | |
Page
|
||
| | | | 1 | |
| | | | 13 | |
| | | | 38 | |
| | | | 39 | |
| | | | 40 | |
| | | | 44 | |
C APITALIZATION | | | | | 45 |
D ILUTION | | | | | 49 |
| | | | 50 | |
| | | | 52 | |
| | | | 80 | |
M ANAGEMENT | | | | | 99 |
| | | | 106 | |
| | | | 111 | |
| | | | 116 | |
| | | | 124 | |
U NDERWRITING | | | | | 128 |
| | | | 133 | |
| | | | 137 | |
E XPERTS | | | | | 137 |
| | | | 137 | |
| | | | F-1 |
| | |
High
|
| |
Low
|
| ||||||
2014 | | | | | | | | | | | | | |
Quarter ended March 31, 2014*
|
| | | $ | — | | | | | | — | | |
Quarter ended June 30, 2014*
|
| | | $ | — | | | | | | — | | |
Quarter ended September 30, 2014 (through July 8, 2014)*
|
| | | $ | — | | | | | $ | — | | |
Quarter ended September 30, 2014 (from July 9, 2014 through September 30, 2014)
|
| | | $ | 1.69 | | | | | $ | 1.06 | | |
Quarter ended December 31, 2014
|
| | | $ | 1.60 | | | | | $ | 0.75 | | |
2015 | | | | ||||||||||
Quarter ended March 31, 2015
|
| | | $ | 1.39 | | | | | $ | 0.65 | | |
Quarter ended June 30, 2015
|
| | | $ | 0.80 | | | | | $ | 0.36 | | |
Quarter ended September 30, 2015
|
| | | $ | 0.99 | | | | | $ | 0.35 | | |
Quarter ended December 31, 2015
|
| | | $ | 0.86 | | | | | $ | 0.32 | | |
2016 | | | | ||||||||||
Quarter ended March 31, 2016
|
| | | $ | 0.53 | | | | | $ | 0.33 | | |
Quarter ended June 30, 2016
|
| | | $ | 0.75 | | | | | $ | 0.25 | | |
Quarter ended September 30, 2016 (through July 26, 2016)
(1)
|
| | | $ | 0.60 | | | | | $ | 0.45 | | |
Quarter ended September 30, 2016 (from July 27, 2016 through September 19, 2016)
(2)
|
| | | $ | 9.00 | | | | | $ | 5.75 | | |
| | |
Number of Securities to be
Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| |
Number of Securities Remaining
Available for Issuance Under Equity Compensation Plans (excluding securities reflected in column a) (c) |
| |||||||||
Equity compensation plans approved by stockholders
|
| | | | 73,898 (1) | | | | | $ | 16.54 | | | | | | 616,548 (2) | | |
Equity compensation plans not approved by stockholders
|
| | | | 216,450 | | | | | $ | 15.90 | | | | | | none | | |
| | |
As of June 30, 2016
(unaudited) |
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma As
Adjusted (1)(2) |
| |||||||||
Cash and cash equivalents
|
| | | $ | 260,366 | | | | | $ | 2,523,951 | | | | | $ | 12,115,307 | | |
Current Portion of Long-Term Obligations | | | | | |||||||||||||||
Current maturities of capital lease obligations
|
| | | $ | 362,413 | | | | | $ | 362,413 | | | | | $ | 362,413 | | |
Current portion of long-term debt
(3)(4)
|
| | | | 5,582,897 | | | | | | 5,945,067 | | | | | | 2,632,771 | | |
Accrued interest
(3)(4)
|
| | | | 862,899 | | | | | | 862,899 | | | | | | 377,941 | | |
Current portion of warrant liability
|
| | | | 21,730 | | | | | | 21,730 | | | | | | — | | |
Total current portion of long-term obligations
|
| | | $ | 6,829,939 | | | | | $ | 7,192,109 | | | | | $ | 3,373,125 | | |
Long-Term Obligations | | | | | |||||||||||||||
Capital lease, net of current maturities
|
| | | $ | 246,517 | | | | | $ | 246,517 | | | | | $ | 246,517 | | |
Long-term debt, net of current maturities
(3)
|
| | | | 371,904 | | | | | | 371,904 | | | | | | 371,904 | | |
Warrant and conversion feature liability
(5)
|
| | | | 4,950,644 | | | | | | 5,274,974 | | | | | | 304,927 | | |
Derivative liability
(6)
|
| | | | — | | | | | | 3,111,515 | | | | | | — | | |
Total long-term obligations
|
| | | $ | 5,569,065 | | | | | $ | 9,004,910 | | | | | $ | 923,348 | | |
Shareholders’ Deficit | | | | | |||||||||||||||
Series C convertible preferred shares, $0.0001 par value, 20,000,000 shares authorized, 43,530 shares issued and outstanding; no shares issued and outstanding on a pro forma basis
|
| | | $ | 4 | | | | | $ | 4 | | | | | $ | — | | |
Common shares, $0.0001 par value; 500,000,000 shares authorized, 2,825,776 issued and outstanding, actual; 2,961,168 issued and outstanding on a pro forma basis; 6,856,546 issued and outstanding on a pro forma, as adjusted basis
(7)
|
| | | | 283 | | | | | | 296 | | | | | | 686 | | |
Additional-paid-in-capital
|
| | | | 65,960,363 | | | | | | 67,421,963 | | | | | | 92,742,768 | | |
Accumulated deficit
|
| | | | (77,421,348 ) | | | | | | (80,417,391 ) | | | | | | (84,246,680 ) | | |
Total shareholders’ equity (deficit)
|
| | | $ | (11,460,698 ) | | | | | $ | (12,995,128 ) | | | | | $ | 8,496,774 | | |
Total capitalization
|
| | | $ | 1,198,672 | | | | | $ | 5,725,842 | | | | | $ | 24,908,554 | | |
|
| | |
Pro Forma,
As Adjusted as of June 30, 2016 |
| |||
Assumed public offering price per share
|
| | | $ | 7.00 | | |
Net tangible book value per share as of June 30, 2016
|
| | | $ | (4.27 ) | | |
Increase in net tangible book value attributable to net proceeds received from this offering
|
| | | $ | 5.42 | | |
Pro forma, as adjusted net tangible book value per share as of June 30, 2016
|
| | | $ | 1.15 | | |
Pro forma, as adjusted net tangible book value per share as of June 30, 2016, assuming full exercise of the underwriters’ over-allotment option
|
| | | $ | 1.09 | | |
Dilution in net tangible book value per share to new investors
|
| | | $ | 5.85 | | |
Dilution in net tangible book value per share to new investors, assuming full exercise of the underwriters’ over-allotment option
|
| | | $ | 5.91 | | |
| | |
Year Ended
December 31, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2015
|
| |
2014
|
| |
2016
|
| |
2015
|
| ||||||||||||
Revenue
|
| | | $ | 4,301,004 | | | | | $ | 2,648,108 | | | | | $ | 3,464,534 | | | | | $ | 2,006,690 | | |
Cost of revenue
|
| | | | 4,119,446 | | | | | | 2,747,343 | | | | | | 2,608,488 | | | | | | 1,868,193 | | |
Gross income (loss)
|
| | | | 181,558 | | | | | | (99,235 ) | | | | | | 856,046 | | | | | | 138,497 | | |
Operating expenses | | | | | | ||||||||||||||||||||
Sales and marketing
|
| | | | 3,440,498 | | | | | | 2,854,959 | | | | | | 2,088,324 | | | | | | 1,755,799 | | |
Research and development
|
| | | | 2,643,048 | | | | | | 2,663,633 | | | | | | 928,378 | | | | | | 1,646,229 | | |
General and administrative
|
| | | | 3,908,976 | | | | | | 3,998,086 | | | | | | 2,055,296 | | | | | | 1,999,428 | | |
Total operating expenses
|
| | | | 9,992,522 | | | | | | 9,516,678 | | | | | | 5,071,998 | | | | | | 5,401,456 | | |
Operating loss
|
| | | | (9,810,964 ) | | | | | | (9,615,913 ) | | | | | | (4,215,952 ) | | | | | | (5,262,959 ) | | |
Interest expense and other non-cash financing
expense |
| | | | 2,446,260 | | | | | | 5,703,963 | | | | | | 2,167,877 | | | | | | 3,069,776 | | |
Mark-to-market warrant expense
|
| | | | 2,319,058 | | | | | | 570 | | | | | | 2,046,627 | | | | | | 1,585,218 | | |
Inducement to convert debt and warrants
|
| | | | — | | | | | | 424,335 | | | | | | — | | | | | | — | | |
Share price/conversion adjustment
|
| | | | 3,704,683 | | | | | | — | | | | | | — | | | | | | 2,119,465 | | |
Other (income) expense
|
| | | | (28,333 ) | | | | | | (34,999 ) | | | | | | (292,736 ) | | | | | | 14,375 | | |
Net loss
|
| | | | (18,252,632 ) | | | | | | (15,709,782 ) | | | | | | (8,137,720 ) | | | | | | (12,051,793 ) | | |
Less: cumulative unpaid preferred dividends
|
| | | | (260,233 ) | | | | | | (48,409 ) | | | | | | (232,751 ) | | | | | | (33,778 ) | | |
Net loss attributable to common stockholders
|
| | | $ | (18,512,865 ) | | | | | $ | (15,758,191 ) | | | | | $ | (8,370,471 ) | | | | | $ | (12,085,571 ) | | |
Weighted average common shares outstanding—basic and fully diluted
(1)
|
| | | | 1,771,736 | | | | | | 755,833 | | | | | | 2,627,357 | | | | | | 1,441,836 | | |
Net loss per common share—basic and fully diluted
(1)
|
| | | $ | (10.45 ) | | | | | $ | (20.85 ) | | | | | $ | (3.19 ) | | | | | $ | (8.38 ) | | |
| | |
Year Ended December 31, 2015
|
| |||||||||||||||||||||
| | |
First
|
| |
Second
|
| |
Third
|
| |
Fourth
|
| ||||||||||||
Revenue
|
| | | $ | 1,005,439 | | | | | $ | 1,001,251 | | | | | $ | 1,029,958 | | | | | $ | 1,264,356 | | |
Gross profit (loss)
|
| | | $ | 112,530 | | | | | $ | 25,967 | | | | | $ | 85,326 | | | | | $ | (42,265 ) | | |
Net income (loss)
|
| | | $ | (3,164,487 ) | | | | | $ | (8,887,306 ) | | | | | $ | (6,963,421 ) | | | | | $ | 762,582 | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (3,164,487 ) | | | | | $ | (8,921,084 ) | | | | | $ | (7,073,194 ) | | | | | $ | 645,900 | | |
Net income (loss) per share—basic and fully diluted
(1)
|
| | | $ | (2.53 ) | | | | | $ | (5.47 ) | | | | | $ | (3.47 ) | | | | | $ | 0.30 | | |
| | |
Year Ended December 31, 2014
|
| |||||||||||||||||||||
| | |
First
|
| |
Second
|
| |
Third
|
| |
Fourth
|
| ||||||||||||
Revenue
|
| | | $ | 476,482 | | | | | $ | 608,917 | | | | | $ | 855,631 | | | | | $ | 707,078 | | |
Gross profit (loss)
|
| | | $ | (142,047 ) | | | | | $ | (107,848 ) | | | | | $ | 25,753 | | | | | $ | 124,907 | | |
Net income (loss)
|
| | | $ | (2,871,883 ) | | | | | $ | (4,246,802 ) | | | | | $ | (5,157,549 ) | | | | | $ | (3,433,548 ) | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (2,871,883 ) | | | | | $ | (4,246,802 ) | | | | | $ | (5,158,752 ) | | | | | $ | (3,480,754 ) | | |
Net income (loss) per share—basic and fully diluted
(1)
|
| | | $ | (7.04 ) | | | | | $ | (9.75 ) | | | | | $ | (4.98 ) | | | | | $ | (3.07 ) | | |
| | |
Year Ended
|
| |||||||||||||||||||||||||||||||||
| | |
December 31,
2015 |
| |
% of Total
Revenue |
| |
December 31,
2014 |
| |
% of Total
Revenue |
| |
$ Increase
(Decrease) |
| |
% Increase
(Decrease) |
| ||||||||||||||||||
Revenue
|
| | | $ | 4,301,004 | | | | | | 100.0 % | | | | | $ | 2,648,108 | | | | | | 100.0 % | | | | | $ | 1,652,896 | | | | | | 62.4 % | | |
Cost of revenue
|
| | | | 4,119,446 | | | | | | 95.8 % | | | | | | 2,747,343 | | | | | | 103.7 % | | | | | | 1,372,103 | | | | | | 49.9 % | | |
Gross profit
|
| | | | 181,558 | | | | | | 4.2 % | | | | | | (99,235 ) | | | | | | (3.7 )% | | | | | | 280,793 | | | | | | (283.0 )% | | |
Sales and marketing expenses
|
| | | | 3,440,498 | | | | | | 80.0 % | | | | | | 2,854,959 | | | | | | 107.8 % | | | | | | 585,539 | | | | | | 20.5 % | | |
Research and development expenses
|
| | | | 2,643,048 | | | | | | 61.5 % | | | | | | 2,663,633 | | | | | | 100.6 % | | | | | | (20,585 ) | | | | | | (0.8 )% | | |
General and administrative expenses
|
| | | | 3,908,976 | | | | | | 90.9 % | | | | | | 3,998,086 | | | | | | 151.0 % | | | | | | (89,110 ) | | | | | | (2.2 )% | | |
Total operating expenses
|
| | | | 9,992,522 | | | | | | 232.3 % | | | | | | 9,516,678 | | | | | | 359.4 % | | | | | | 475,844 | | | | | | 5.0 % | | |
Operating loss
|
| | | | (9,810,964 ) | | | | | | (228.1 )% | | | | | | (9,615,913 ) | | | | | | (363.1 )% | | | | | | (195,051 ) | | | | | | 2.0 % | | |
Interest expense and other non-cash financing
charges |
| | | | 2,446,260 | | | | | | 56.9 % | | | | | | 5,703,963 | | | | | | 215.4 % | | | | | | (3,257,703 ) | | | | | | (57.1 )% | | |
Mark-to-market warrant expense
|
| | | | 2,319,058 | | | | | | 53.9 % | | | | | | 570 | | | | | | 0.0 % | | | | | | 2,318,488 | | | | | | 406,752.3 % | | |
Inducement to convert debt and warrants
|
| | | | — | | | | | | — | | | | | | 424,335 | | | | | | 16.0 % | | | | | | (424,335 ) | | | | | | (100.0 )% | | |
Share price/conversion adjustment
|
| | | | 3,704,683 | | | | | | 86.1 % | | | | | | — | | | | | | — | | | | | | 3,704,683 | | | | | | — | | |
Other (income) expense
|
| | | | (28,333 ) | | | | | | (0.7 )% | | | | | | (34,999 ) | | | | | | (1.3 )% | | | | | | 6,666 | | | | | | (19.0 )% | | |
Net loss
|
| | | $ | (18,252,632 ) | | | | | | (424.4 )% | | | | | $ | (15,709,782 ) | | | | | | (593.2 ) | | | | | $ | (2,542,850 ) | | | | | | 16.2 % | | |
|
| | |
As of December 31, 2014
|
| |
As of December 31, 2015
|
| ||||||||||||||||||
| | |
Sold
(1)
|
| |
Deployed
(2)
|
| |
Sold
(1)
|
| |
Deployed
(2)
|
| ||||||||||||
RDC
|
| | | | 342 | | | | | | 255 | | | | | | 513 | | | | | | 388 | | |
Select Mobile Money White Label
|
| | | | 6 | | | | | | 2 | | | | | | 35 | | | | | | 10 | | |
SMM-X
|
| | | | 3 | | | | | | — | | | | | | 5 | | | | | | — | | |
Select Mobile Account Opening
|
| | | | 1 | | | | | | — | | | | | | 3 | | | | | | 1 | | |
Select Mobile NowPay
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Products
|
| | | | 352 | | | | | | 257 | | | | | | 556 | | | | | | 399 | | |
|
| | |
Six Months Ended
|
| |||||||||||||||||||||||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
June 30,
2016 |
| |
% of Total
Revenue |
| |
June 30,
2015 |
| |
% of Total
Revenue |
| |
$ Increase
(Decrease) |
| |
% Increase
(Decrease) |
| ||||||||||||||||||
Revenue
|
| | | $ | 3,464,534 | | | | | | 100.0 % | | | | | $ | 2,006,690 | | | | | | 100.0 % | | | | | $ | 1,457,844 | | | | | | 72.6 % | | |
Cost of revenue
|
| | | | 2,608,488 | | | | | | 75.3 % | | | | | | 1,868,193 | | | | | | 93.1 % | | | | | | 740,295 | | | | | | 39.6 % | | |
Gross profit
|
| | | | 856,046 | | | | | | 24.7 % | | | | | | 138,497 | | | | | | 6.9 % | | | | | | 717,549 | | | | | | 518.1 % | | |
Sales and marketing
expenses |
| | | | 2,088,324 | | | | | | 60.3 % | | | | | | 1,755,799 | | | | | | 87.5 % | | | | | | 332,525 | | | | | | 18.9 % | | |
Research and development expenses
|
| | | | 928,378 | | | | | | 26.8 % | | | | | | 1,646,229 | | | | | | 82.0 % | | | | | | (717,851 ) | | | | | | (43.6 )% | | |
General and administrative expenses
|
| | | | 2,055,296 | | | | | | 59.3 % | | | | | | 1,999,428 | | | | | | 99.6 % | | | | | | 55,868 | | | | | | 2.8 % | | |
Total operating expenses
|
| | | | 5,071,998 | | | | | | 146.4 % | | | | | | 5,401,456 | | | | | | 269.2 % | | | | | | (329,458 ) | | | | | | (6.1 )% | | |
Operating loss
|
| | | | (4,215,952 ) | | | | | | (121.7 )% | | | | | | (5,262,959 ) | | | | | | (262.3 )% | | | | | | 1,047,007 | | | | | | (19.9 )% | | |
Interest expense and other non-cash financing
charges |
| | | | 2,167,877 | | | | | | 62.6 % | | | | | | 3,069,776 | | | | | | 153.0 % | | | | | | (901,899 ) | | | | | | (29.4 )% | | |
Mark-to-market warrant and debt expense
|
| | | | 2,046,627 | | | | | | 59.1 % | | | | | | 1,585,218 | | | | | | 79.0 % | | | | | | 461,409 | | | | | | 29.1 % | | |
Share price/conversion adjustment
|
| | | | — | | | | | | — % | | | | | | 2,119,465 | | | | | | 105.6 % | | | | | | 2,119,465 | | | | | | (100.0 )% | | |
Other (income) expense
|
| | | | (292,736 ) | | | | | | (8.4 )% | | | | | | 14,375 | | | | | | 0.7 % | | | | | | (307,111 ) | | | | | | (2,136.4 )% | | |
Net loss
|
| | | $ | (8,137,720 ) | | | | | | (234.9 )% | | | | | $ | (12,051,793 ) | | | | | | (600.6 )% | | | | | $ | 3,914,073 | | | | | | (32.5 )% | | |
|
| | |
As of June 30, 2015
|
| |
As of June 30, 2016
|
| ||||||||||||||||||
| | |
Sold
(1)
|
| |
Deployed
(2)
|
| |
Sold
(1)
|
| |
Deployed
(2)
|
| ||||||||||||
RDC
|
| | | | 420 | | | | | | 308 | | | | | | 632 | | | | | | 480 | | |
Select Mobile Money White Label
|
| | | | 18 | | | | | | 4 | | | | | | 43 | | | | | | 11 | | |
SMM-X
|
| | | | 3 | | | | | | — | | | | | | 5 | | | | | | — | | |
Select Mobile Account Opening
|
| | | | 1 | | | | | | 1 | | | | | | 4 | | | | | | 1 | | |
Select Mobile NowPay
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | — | | |
All Products
|
| | | | 442 | | | | | | 313 | | | | | | 685 | | | | | | 492 | | |
|
Name
|
| |
Age
|
| |
Positions
|
|
Jeffrey C. Mack
|
| |
62
|
| | Chief Executive Officer, President and Director (Chairman) | |
Bruce Whitmore
|
| |
53
|
| | Executive Vice President and Chief Information Officer | |
Lawrence C. Blaney
|
| |
58
|
| | Executive Vice President of Sales | |
Bryan D. Meier
|
| |
54
|
| | Executive Vice President and Chief Financial Officer | |
Darin P. McAreavey
|
| |
47
|
| | Director | |
Michael J. Hanson
|
| |
57
|
| | Director | |
James L. Davis
|
| |
71
|
| | Director | |
Rod Jardine
|
| |
45
|
| | Director | |
Ruth Owades
|
| |
67
|
| | Director | |
Liyuan Woo
|
| |
44
|
| | Director | |
James J. Spencer
|
| |
52
|
| | Director | |
Robin S. O’Connell
|
| |
46
|
| | Director | |
Name
|
| |
Audit
|
| |
Compensation
|
| |
Corporate
Governance |
| |
Executive
|
| |
Independent
Directors |
| |||||||||||||||
Jeffrey C. Mack
|
| | | | | | | | | | | | | | | | | | | | | | X * | | | | |||||
Darin P. McAreavey
|
| | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | |
Michael J. Hanson
|
| | | | | | | | | | | | | | | | | | | | | | X | | | | |||||
James L. Davis
|
| | | | | | | | | | X | | | | | | | | | | | | X | | | | |||||
Rod Jardine
|
| | | | X | | | | | | | | | | | | | | | | | | | | | | | | X | | |
Ruth Owades
|
| | | | | | | | | | X | | | | | | X * | | | | | | | | | | | | X | | |
Liyuan Woo
|
| | | | X * | | | | | | | | | | | | X | | | | | | | | | | | | X | | |
James J. Spencer
|
| | | | X | | | | | | | | | | | | X | | | | | | | | | | | | X | | |
Robin S. O’Connell
|
| | | | | | | | | | X * | | | | | | X | | | | | | | | | | | | X | | |
Name/Title
|
| |
Year
|
| |
Salary
$ |
| |
Bonus
$ |
| |
Option
Awards $ (1) |
| |
Other Annual
Compensation $ |
| |
Total
|
| ||||||||||||||||||
Jeffrey C. Mack
Chairman of the Board of Directors and Chief Executive Officer |
| | | | 2015 | | | | | | 290,000 | | | | | | 20,000 | | | | | | 125,376 (2) | | | | | | 17,836 (3) | | | | | $ | 453,212 | | |
| | | 2014 | | | | | | 262,917 | | | | | | 8,000 | | | | | | 75,634 (4) | | | | | | 13,200 (5) | | | | | $ | 359,751 | | | ||
| | | 2013 | | | | | | 240,000 | | | | | | — | | | | | | 163,547 (6) | | | | | | 13,100 (5) | | | | | $ | 416,647 | | | ||
Bruce Whitmore
Chief Information Officer and Executive Vice President |
| | | | 2015 | | | | | | 196,108 | | | | | | — | | | | | | 46,803 (7) | | | | | | — | | | | | $ | 242,911 | | |
| | | 2014 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2013 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Lawrence C. Blaney
Executive Vice President of Sales & Marketing |
| | | | 2015 | | | | | | 220,000 | | | | | | — | | | | | | 35,589 (8) | | | | | | 7,800 (5) | | | | | $ | 263,389 | | |
| | | 2014 | | | | | | 188,750 | | | | | | — | | | | | | 28,146 (9) | | | | | | 7,800 (5) | | | | | $ | 224,696 | | | ||
| | | 2013 | | | | | | 175,000 | | | | | | — | | | | | | 62,929 (10) | | | | | | 7,800 (5) | | | | | $ | 245,729 | | | ||
Darin P. McAreavey
(11)
Former Chief Financial Officer and Executive Vice President |
| | | | 2015 | | | | | | 230,000 | | | | | | — | | | | | | 39,180 (12) | | | | | | 5,250 (5) | | | | | $ | 274,430 | | |
| | | 2014 | | | | | | 163,449 | | | | | | — | | | | | | 124,954 (13) | | | | | | — | | | | | $ | 288,403 | | | ||
| | | 2013 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Number of
securities underlying unexercised options (exercisable) |
| |
Number of
securities underlying unexercised options (unexercisable) |
| |
Equity
Incentive Plan Awards: number of securities underlying unexercised and unearned options |
| |
Option
exercise price |
| |
Option
expiration date |
| ||||||||||||
Jeffrey C. Mack
|
| | | | 5,000 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 5/16/2020 | | |
| | | 2,084 | | | | | | | | | | | | | | $ | 60.00 | | | | | | 2/10/2020 | | | ||
| | | 7,500 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 2/20/2018 | | | ||
| | | 38,167 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 12/15/2019 | | | ||
| | | 10,667 | | | | | | 21,334 (1 ) | | | | | | | | $ | 12.45 | | | | | | 9/24/2020 | | | ||
Bruce Whitmore
(2)
|
| | | | 3,889 | | | | | | 7,779 (3 ) | | | | | | | | $ | 22.50 | | | | | | 1/5/2020 | | |
| | | 1,667 | | | | | | 3,334 (4 ) | | | | | | | | $ | 12.45 | | | | | | 9/24/2020 | | | ||
Lawrence C. Blaney
|
| | | | 584 | | | | | | | | | | | | | | $ | 60.00 | | | | | | 11/10/2020 | | |
| | | 1,250 | | | | | | | | | | | | | | $ | 60.00 | | | | | | 1/6/2020 | | | ||
| | | 3,834 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 2/20/2018 | | | ||
| | | 14,834 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 12/15/2019 | | | ||
| | | 3,028 | | | | | | 6,056 (5 ) | | | | | | | | $ | 12.45 | | | | | | 9/24/2020 | | | ||
Darin P. McAreavey
(6)
|
| | | | 4,889 | | | | | | 2,445 (6 ) | | | | | | | | $ | 22.50 | | | | | | 4/3/2019 | | |
| | | 11,334 | | | | | | | | | | | | | | $ | 22.50 | | | | | | 12/15/2019 | | | ||
| | | 3,334 | | | | | | 6,667 (6 ) | | | | | | | | $ | 12.45 | | | | | | 9/24/2020 | | |
Executives:
|
| |
Number of
Options Extended |
| |
Option
Exercise Price |
| |
Original
Grant Date |
| |
Original
Expiration Date |
| |
Amended
Expiration Date |
| |||||||||||||||
Jeffrey C. Mack
|
| | | | 2,084 | | | | | $ | 60.00 | | | | | | 2/10/2011 | | | | | | 2/10/2016 | | | | | | 2/10/2020 | | |
| | | 5,000 | | | | | $ | 22.50 | | | | | | 5/16/2011 | | | | | | 5/16/2016 | | | | | | 5/16/2020 | | | ||
Lawrence C. Blaney
|
| | | | 584 | | | | | $ | 60.00 | | | | | | 11/10/2010 | | | | | | 11/10/2015 | | | | | | 11/10/2020 | | |
| | | 1,250 | | | | | $ | 60.00 | | | | | | 1/6/2011 | | | | | | 1/6/2016 | | | | | | 1/6/2020 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Option
Awards ($) |
| |
Total
($) |
| |||||||||
Jeffrey C. Mack
(1)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
James L. Davis
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Michael J. Hanson
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Rod Jardine
|
| | | $ | — | | | | | $ | 21,960 (2) | | | | | $ | 21,960 | | |
Terril H. Peterson
(3)
|
| | | $ | — | | | | | $ | 6,876 (3) | | | | | $ | 6,876 | | |
Name and Address
|
| |
Shares of
Series C Convertible Preferred Stock |
| |
Percentage
of Shares of Series C Convertible Preferred Stock |
| |
Shares of
Common Stock Issuable Upon Conversion of Series C Convertible Preferred Stock (1) |
| |
Aggregate
Shares of Common Stock (Including Series C Shares, As Converted) |
| |
Aggregate
Percentage of Shares of Common Stock (Including Series C As Converted) |
| |||||||||||||||
Directors and Executive Officers | | | | | | | |||||||||||||||||||||||||
Jeffrey C. Mack
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 76,341 | | | | | | 2.6 % | | |
Bruce Whitmore
(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 13,312 | | | | | | 0.5 % | | |
Lawrence C. Blaney
(4)
|
| | | | 300 | | | | | | 0.7 % | | | | | | 6,764 | | | | | | 40,015 | | | | | | 1.4 % | | |
Bryan D. Meier
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,556 | | | | | | 0.2 % | | |
Darin P. McAreavey
(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael J. Hanson
(7)
|
| | | | 8,500 | | | | | | 19.5 % | | | | | | 191,630 | | | | | | 770,922 | | | | | | 22.9 % | | |
James L. Davis
(8)
|
| | | | 11,100 | | | | | | 25.5 % | | | | | | 250,246 | | | | | | 1,037,718 | | | | | | 28.6 % | | |
Rod Jardine
(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 12,131 | | | | | | 0.4 % | | |
Ruth Owades
(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Liyuan Woo
(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James J. Spencer
(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robin S. O’Connell
(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All current directors and executive officers as a group
|
| | | | 19,900 | | | | | | 45.7 % | | | | | | 448,640 | | | | | | 1,955,995 | | | | | | 45.5 % | | |
Other Beneficial Owners of More Than Five Percent of Common Stock
|
| | | | | | |||||||||||||||||||||||||
Trooien Capital, LLC
(14)
|
| | | | 3,000 | | | | | | 6.9 % | | | | | | 67,635 | | | | | | 266,880 | | | | | | 8.9 % | | |
Scarsdale Equities LLC
(15)
|
| | | | 5,330 | | | | | | 12.2 % | | | | | | 86,346 | | | | | | 266,864 | | | | | | 8.7 % | | |
Tiburon Opportunity Fund, L.P.
(16)
|
| | | | 2,500 | | | | | | 5.7 % | | | | | | 56,362 | | | | | | 418,576 | | | | | | 14.0 % | | |
Jon D & Linda W Gruber Trust
(17)
|
| | | | 5,000 | | | | | | 11.5 % | | | | | | 112,724 | | | | | | 583,828 | | | | | | 19.0 % | | |
FLMM Limited
(18)
|
| | | | 5,000 | | | | | | 11.5 % | | | | | | 112,724 | | | | | | 704,374 | | | | | | 22.5 % | | |
JMR Capital Limited
(19)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 212,593 | | | | | | 7.4 % | | |
Michaelson Capital
(20)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 205,669 | | | | | | 6.9 % | | |
Underwriters
|
| |
Number of shares
|
|
Ladenburg Thalmann & Co. Inc.
|
| |
|
|
| | | | |
| | | | |
Total
|
| | | |
|
| | | | | | | | |
Total
|
| |||||||||
| | |
Per share
|
| |
No exercise
|
| |
Full exercise
|
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts and commissions
|
| | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds, before expenses, to us
|
| | | $ | | | | | | $ | | | | | | $ | | | |
|
|
Condensed Consolidated Financial Statements (Unaudited)
Six Months Ended June 30, 2016 |
| | |||||
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-35 | | | |
|
Consolidated Financial Statements
Fiscal Years Ended December 31, 2015 and 2014 |
| | |||||
| | | | | F-36 | | | |
| | | | | F-37 | | | |
| | | | | F-38 | | | |
| | | | | F-39 | | | |
| | | | | F-40 | | |
| | |
As of
|
| |||||||||
| | |
June 30, 2016
|
| |
December 31, 2015
|
| ||||||
ASSETS
|
| | | ||||||||||
CURRENT ASSETS | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 260,366 | | | | | $ | 44,788 | | |
Accounts receivable, net
|
| | | | 1,391,787 | | | | | | 703,346 | | |
Deferred commissions
|
| | | | 50,065 | | | | | | 66,278 | | |
Prepaid expenses
|
| | | | 1,023,593 | | | | | | 285,640 | | |
TOTAL CURRENT ASSETS
|
| | | | 2,725,811 | | | | | | 1,100,052 | | |
PROPERTY AND EQUIPMENT, net
|
| | | | 707,499 | | | | | | 664,416 | | |
GOODWILL
|
| | | | 204,000 | | | | | | 204,000 | | |
INTANGIBLE ASSETS, net
|
| | | | 397,072 | | | | | | 631,636 | | |
DEFERRED COMMISSIONS
|
| | | | 22,114 | | | | | | 35,741 | | |
OTHER LONG TERM ASSETS
|
| | | | 175,000 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 4,231,496 | | | | | $ | 2,635,845 | | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| | | ||||||||||
CURRENT LIABILITIES | | | | ||||||||||
Accounts payable
|
| | | $ | 1,766,813 | | | | | $ | 1,110,116 | | |
Accrued expenses
|
| | | | 278,325 | | | | | | 126,115 | | |
Accrued interest
|
| | | | 862,899 | | | | | | 631,611 | | |
Deferred revenue
|
| | | | 765,374 | | | | | | 890,186 | | |
Current portion of warrant liability
|
| | | | 21,730 | | | | | | — | | |
Current maturities of capital lease obligations
|
| | | | 362,413 | | | | | | 320,581 | | |
Current portion of long-term debt
|
| | | | 5,582,897 | | | | | | 4,768,257 | | |
TOTAL CURRENT LIABILITIES
|
| | | | 9,640,451 | | | | | | 7,846,866 | | |
CAPITAL LEASE, net of current maturities
|
| | | | 246,517 | | | | | | 270,855 | | |
LONG TERM DEBT, net of current portion
|
| | | | 371,904 | | | | | | 192,000 | | |
WARRANT LIABILITY, net of current portion
|
| | | | 4,950,644 | | | | | | 2,799,662 | | |
DEFERRED REVENUE
|
| | | | 355,480 | | | | | | 459,519 | | |
ACCRUED RENT
|
| | | | 127,198 | | | | | | 120,384 | | |
TOTAL LIABILITIES
|
| | | | 15,692,194 | | | | | | 11,689,286 | | |
COMMITMENTS AND CONTINGENCIES | | | | ||||||||||
SHAREHOLDERS’ DEFICIT | | | | ||||||||||
Convertible preferred stock, $.0001 Par Value, 20,000,000 shares authorized, 43,530 and 44,030 shares issued and outstanding
|
| | | | 4 | | | | | | 4 | | |
Common shares, $.0001 Par Value, 500,000,000 shares authorized, 2,825,776 and 2,318,139 shares issued and outstanding
|
| | | | 283 | | | | | | 232 | | |
Additional paid-in-capital
|
| | | | 65,960,363 | | | | | | 60,225,994 | | |
Accumulated deficit
|
| | | | (77,421,348 ) | | | | | | (69,279,671 ) | | |
TOTAL SHAREHOLDERS’ DEFICIT
|
| | | | (11,460,698 ) | | | | | | (9,053,441 ) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| | | $ | 4,231,496 | | | | | $ | 2,635,845 | | |
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30, 2016
|
| |
June 30, 2015
|
| |
June 30, 2016
|
| |
June 30, 2015
|
| ||||||||||||
REVENUE
|
| | | $ | 2,004,974 | | | | | $ | 1,001,251 | | | | | $ | 3,464,534 | | | | | $ | 2,006,690 | | |
COST OF REVENUE
|
| | | | 1,457,905 | | | | | | 975,284 | | | | | | 2,608,488 | | | | | | 1,868,193 | | |
GROSS PROFIT
|
| | | | 547,069 | | | | | | 25,967 | | | | | | 856,046 | | | | | | 138,497 | | |
OPERATING EXPENSES | | | | | | | | | | | |||||||||||||||
Sales and Marketing
|
| | | | 1,150,064 | | | | | | 800,446 | | | | | | 2,088,324 | | | | | | 1,755,799 | | |
Research and Development
|
| | | | 483,844 | | | | | | 761,258 | | | | | | 928,378 | | | | | | 1,646,229 | | |
General and Administrative
|
| | | | 1,019,352 | | | | | | 925,390 | | | | | | 2,055,296 | | | | | | 1,999,428 | | |
TOTAL OPERATING EXPENSES
|
| | | | 2,653,260 | | | | | | 2,487,094 | | | | | | 5,071,998 | | | | | | 5,401,456 | | |
OPERATING LOSS
|
| | | | (2,106,191 ) | | | | | | (2,461,127 ) | | | | | | (4,215,952 ) | | | | | | (5,262,959 ) | | |
INTEREST EXPENSE AND OTHER NON-CASH FINANCING
CHARGES |
| | | | 1,117,292 | | | | | | 2,721,496 | | | | | | 2,167,877 | | | | | | 3,069,776 | | |
SHARE PRICE/CONVERSION ADJUSTMENT
|
| | | | — | | | | | | 2,278,986 | | | | | | — | | | | | | 2,119,465 | | |
MARK-TO-MARKET WARRANT AND
DEBT EXPENSE |
| | | | 650,501 | | | | | | 1,425,697 | | | | | | 2,046,627 | | | | | | 1,585,218 | | |
OTHER (INCOME) EXPENSE
|
| | | | (292,736 ) | | | | | | — | | | | | | (292,736 ) | | | | | | 14,375 | | |
NET LOSS
|
| | | | (3,581,248 ) | | | | | | (8,887,306 ) | | | | | | (8,137,720 ) | | | | | | (12,051,793 ) | | |
LESS: CUMULATIVE UNPAID PREFERRED DIVIDENDS
|
| | | | (117,809 ) | | | | | | (33,778 ) | | | | | | (232,751 ) | | | | | | (33,778 ) | | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
| | | $ | (3,699,057 ) | | | | | $ | (8,921,084 ) | | | | | $ | (8,370,471 ) | | | | | $ | (12,085,571 ) | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
| | | | | | | | | | |||||||||||||||
Basic and fully diluted
|
| | | | 2,797,555 | | | | | | 1,630,999 | | | | | | 2,627,357 | | | | | | 1,441,836 | | |
Net loss per common share—basic and fully diluted
|
| | | $ | (1.32 ) | | | | | $ | (5.47 ) | | | | | $ | (3.19 ) | | | | | $ | (8.38 ) | | |
| | |
Convertible
Preferred Stock |
| |
Common Stock
|
| |
Additional
Paid-In- Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, December 31, 2015
|
| | | | 44,030 | | | | | $ | 4 | | | | | | 2,318,139 | | | | | $ | 232 | | | | | $ | 60,225,994 | | | | | $ | (69,279,671 ) | | | | | $ | (9,053,441 ) | | |
Conversion of preferred stock
to common stock |
| | | | (500 ) | | | | | | — | | | | | | 10,132 | | | | | | 1 | | | | | | (1 ) | | | | | | — | | | | | | 0 | | |
Payment of preferred dividend
paid with common stock |
| | | | — | | | | | | — | | | | | | 802 | | | | | | 0 | | | | | | 3,957 | | | | | | (3,957 ) | | | | | | 0 | | |
March 2016 equity offering, net of costs
|
| | | | — | | | | | | — | | | | | | 245,226 | | | | | | 25 | | | | | | 1,204,568 | | | | | | — | | | | | | 1,204,593 | | |
Warrant exercises
|
| | | | — | | | | | | — | | | | | | 192,510 | | | | | | 19 | | | | | | 932,073 | | | | | | — | | | | | | 932,092 | | |
Issuance of warrants and price
adjustments |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,161,221 | | | | | | — | | | | | | 2,161,221 | | |
Conversion of warrant liability to Additional Paid-In-Capital
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 934,021 | | | | | | — | | | | | | 934,021 | | |
Issuance of common stock for
professional services |
| | | | — | | | | | | — | | | | | | 31,000 | | | | | | 3 | | | | | | 172,048 | | | | | | — | | | | | | 172,051 | | |
Stock compensation
expense |
| | | | — | | | | | | — | | | | | | 15,858 | | | | | | 2 | | | | | | 264,735 | | | | | | — | | | | | | 264,737 | | |
Issuance of common stock under Associate Stock Purchase Plan
|
| | | | — | | | | | | — | | | | | | 12,109 | | | | | | 1 | | | | | | 61,747 | | | | | | — | | | | | | 61,748 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,137,720 ) | | | | | | (8,137,720 ) | | |
Balance, June 30, 2016
|
| | | | 43,530 | | | | | $ | 4 | | | | | | 2,825,776 | | | | | $ | 283 | | | | | $ | 65,960,363 | | | | | $ | (77,421,348 ) | | | | | $ | (11,460,698 ) | | |
|
| | |
Six Months Ended
|
| |||||||||
| | |
June 30, 2016
|
| |
June 30, 2015
|
| ||||||
OPERATING ACTIVITIES | | | | ||||||||||
Net loss
|
| | | $ | (8,137,720 ) | | | | | $ | (12,051,793 ) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | ||||||||||
Accretion of discount/amortization of financing costs
|
| | | | 197,348 | | | | | | 150,511 | | |
Change in fair value of warrant liability
|
| | | | 3,106,733 | | | | | | 2,646,170 | | |
Depreciation and amortization of intangibles
|
| | | | 394,728 | | | | | | 426,535 | | |
Stock compensation
|
| | | | 308,222 | | | | | | 154,308 | | |
Warrants and common stock issued for professional services
|
| | | | 172,050 | | | | | | 18,612 | | |
Amortization of deferred commissions
|
| | | | 38,102 | | | | | | 68,898 | | |
Debt/warrant inducement and share price adjustment
|
| | | | 934,549 | | | | | | 3,712,383 | | |
| | | | | (2,985,988 ) | | | | | | (4,874,376 ) | | |
Changes in operating assets and liabilities: | | | | ||||||||||
Accounts receivable
|
| | | | (863,441 ) | | | | | | (314,220 ) | | |
Deferred commissions
|
| | | | (8,262 ) | | | | | | (26,076 ) | | |
Prepaid and other expenses
|
| | | | (703,415 ) | | | | | | 85,995 | | |
Accounts payable
|
| | | | 656,697 | | | | | | 418,696 | | |
Accrued expenses
|
| | | | 115,539 | | | | | | 2,356 | | |
Accrued interest
|
| | | | 231,288 | | | | | | 93,985 | | |
Deferred revenue
|
| | | | (228,850 ) | | | | | | 110,837 | | |
Net cash used in operating activities
|
| | | | (3,786,432 ) | | | | | | (4,502,803 ) | | |
INVESTING ACTIVITIES | | | | ||||||||||
Purchase of fixed assets
|
| | | | (28,623 ) | | | | | | (43,049 ) | | |
Net cash used in investing activities
|
| | | | (28,623 ) | | | | | | (43,049 ) | | |
FINANCING ACTIVITIES | | | | ||||||||||
Proceeds from issuance of notes and warrants
|
| | | | 3,050,000 | | | | | | 750,000 | | |
Repayment of notes
|
| | | | (894,562 ) | | | | | | (114,217 ) | | |
Issuance of shares of common stock, net of costs
|
| | | | 1,266,341 | | | | | | 33,829 | | |
Warrants exercised
|
| | | | 932,092 | | | | | | — | | |
Issuance of shares of convertible preferred stock, net of costs
|
| | | | — | | | | | | 4,403,664 | | |
Payment of debt issuance costs
|
| | | | (166,837 ) | | | | | | — | | |
Repayment of capital lease
|
| | | | (182,089 ) | | | | | | (49,099 ) | | |
Proceeds from bank borrowing
|
| | | | 69,088 | | | | | | 113,339 | | |
Repayment of bank borrowing
|
| | | | (43,400 ) | | | | | | (52,566 ) | | |
Net cash provided by financing activities
|
| | | | 4,030,633 | | | | | | 5,084,950 | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
| | | | 215,578 | | | | | | 539,098 | | |
CASH AND CASH EQUIVALENTS | | | | ||||||||||
Beginning of period
|
| | | | 44,788 | | | | | | 112,221 | | |
End of period
|
| | | $ | 260,366 | | | | | $ | 651,319 | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | ||||||||||
Cash paid for interest
|
| | | $ | 46,067 | | | | | $ | 154,848 | | |
NON-CASH FINANCING TRANSACTIONS | | | | ||||||||||
Conversion of debt and interest to equity
|
| | | | — | | | | | | 752,000 | | |
Debt issuance costs in exchange for warrants
|
| | | | — | | | | | | 127,080 | | |
Capital lease obligations
|
| | | | 209,162 | | | | | | 837,722 | | |
Accounts payable cancelled
|
| | | | — | | | | | | 80,156 | | |
Fixed asset additions financed through capital lease
|
| | | | 174,624 | | | | | | — | | |
Common stock issued for preferred stock dividends
|
| | | | 3,957 | | | | | | 85,973 | | |
Conversion of warrant liability to additional paid-in-capital
|
| | | | 435,681 | | | | | | 420,090 | | |
Notes issued for capital lease obligation assumed by a director
|
| | | | 226,650 | | | | | | — | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2016 |
| |
June 30,
2015 |
| |
June 30,
2016 |
| |
June 30,
2015 |
| ||||||||||||
Net loss
|
| | | $ | (3,581,248 ) | | | | | $ | (8,887,306 ) | | | | | $ | (8,137,720 ) | | | | | $ | (12,051,793 ) | | |
Less: Cumulative unpaid preferred stock
dividends |
| | | | (117,809 ) | | | | | | (33,778 ) | | | | | | (232,751 ) | | | | | | (33,778 ) | | |
Net Loss attributable to common shareholders
|
| | | | (3,699,057 ) | | | | | | (8,921,084 ) | | | | | | (8,370,471 ) | | | | | | (12,085,571 ) | | |
Weighted average common shares outstanding
|
| | | | 2,797,555 | | | | | | 1,630,999 | | | | | | 2,627,357 | | | | | | 1,441,836 | | |
Net loss per common share—basic and diluted
|
| | | $ | (1.32 ) | | | | | $ | (5.47 ) | | | | | $ | (3.19 ) | | | | | $ | (8.38 ) | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2016 |
| |
June 30,
2015 |
| ||||||
Convertible Preferred Stock
|
| | | | 981,378 | | | | | | 670,475 | | |
Stock Options
|
| | | | 290,380 | | | | | | 181,550 | | |
Warrants
|
| | | | 2,459,953 | | | | | | 1,615,617 | | |
| | | | | 3,731,711 | | | | | | 2,467,642 | | |
|
| | |
As of
|
| |||||||||
| | |
June 30,
2016 |
| |
December 31,
2015 |
| ||||||
Computer equipment
|
| | | $ | 245,741 | | | | | $ | 227,206 | | |
Data center equipment
|
| | | | 1,119,723 | | | | | | 1,011,173 | | |
Purchased software
|
| | | | 764,304 | | | | | | 692,143 | | |
Furniture and fixtures
|
| | | | 93,775 | | | | | | 89,774 | | |
Leasehold improvements
|
| | | | 75,103 | | | | | | 75,103 | | |
Total property and equipment
|
| | | | 2,298,646 | | | | | | 2,095,399 | | |
Less: accumulated depreciation
|
| | | | (1,591,147 ) | | | | | | (1,430,983 ) | | |
Net property and equipment
|
| | | $ | 707,499 | | | | | $ | 664,416 | | |
|
| | |
As of
|
| |||||||||
| | |
June 30,
2016 |
| |
December 31,
2015 |
| ||||||
Notes Payable to Directors and Affiliates
|
| | | $ | 2,162,492 | | | | | $ | 1,748,000 | | |
Convertible Term Loan, due December 2016, interest at 10%
|
| | | | 2,300,000 | | | | | | 2,300,000 | | |
Convertible Notes, due December 2016 and June 2017, interest 0%
|
| | | | 650,126 | | | | | | — | | |
Series Subordinated Note, due January 2016, interest at 12%
|
| | | | 415,398 | | | | | | 415,398 | | |
Notes Payable, due the earlier of raising $10 million in proceeds from private placements or August 2016, interest between 8.25% and 12%
|
| | | | 67,082 | | | | | | 74,486 | | |
Note Payable, due August 2021, interest 0%
|
| | | | 192,000 | | | | | | 192,000 | | |
Installment Note Payable—Bank
|
| | | | 286,637 | | | | | | 260,949 | | |
Total
|
| | | | 6,073,735 | | | | | | 4,990,833 | | |
Unamortized deferred financing costs
|
| | | | (118,934 ) | | | | | | (30,576 ) | | |
Total debt, net
|
| | | | 5,954,801 | | | | | | 4,960,257 | | |
Less: current portion of long-term debt
|
| | | | 5,582,897 | | | | | | 4,768,257 | | |
Long-term debt, net of current portion
|
| | | $ | 371,904 | | | | | $ | 192,000 | | |
|
|
Six months ending December 31, 2016
|
| | | $ | 3,788,862 | | |
|
2017
|
| | | | 1,968,386 | | |
|
2018
|
| | | | 115,155 | | |
|
2019
|
| | | | 9,332 | | |
|
2020
|
| | | | — | | |
|
2021
|
| | | | 192,000 | | |
|
Thereafter
|
| | | | — | | |
| | | | | $ | 6,073,735 | | |
|
|
Six months ending December 31, 2016
|
| | | $ | 178,742 | | |
|
2017
|
| | | | 292,245 | | |
|
2018
|
| | | | 241,894 | | |
|
2019
|
| | | | 241,275 | | |
|
2020
|
| | | | 247,726 | | |
|
Thereafter
|
| | | | 276,563 | | |
| | | | | $ | 1,478,445 | | |
|
|
Six months ending December 31, 2016
|
| | | $ | 233,389 | | |
|
2017
|
| | | | 374,506 | | |
|
2018
|
| | | | 80,103 | | |
|
2019
|
| | | | 32,730 | | |
|
2020
|
| | | | 2,836 | | |
|
Total payments
|
| | | | 723,564 | | |
|
Less: portion representing interest
|
| | | | (11,827 ) | | |
|
Principal portion
|
| | | | 711,737 | | |
|
Less: unamortized deferred financing costs
|
| | | | (102,807 ) | | |
|
Capital lease balance
|
| | | | 608,930 | | |
|
Less: current maturities of capital lease obligations
|
| | | | (362,413 ) | | |
|
Capital lease, net of current maturities
|
| | | $ | 246,517 | | |
|
| | |
Amortizable
Period (years) |
| |
June 30, 2016
|
| ||||||||||||||||||
| | |
Gross Assets
|
| |
Accumulated
Amortization |
| |
Net Assets
|
| |||||||||||||||
Customer Contracts
|
| |
3–5
|
| | | $ | 783,631 | | | | | $ | (591,933 ) | | | | | $ | 191,698 | | | |||
Proprietary Software
|
| | | | 3 | | | | | | 917,000 | | | | | | (711,626 ) | | | | | | 205,374 | | |
Total identified intangible assets
|
| | | | | | | | | $ | 1,700,631 | | | | | $ | (1,303,559 ) | | | | | $ | 397,072 | | |
|
| | |
Amortizable
Period (years) |
| |
December 31, 2015
|
| ||||||||||||||||||
| | |
Gross Assets
|
| |
Accumulated
Amortization |
| |
Net Assets
|
| |||||||||||||||
Customer Contracts
|
| |
3–5
|
| | | $ | 783,631 | | | | | $ | (510,201 ) | | | | | $ | 273,430 | | | |||
Proprietary Software
|
| | | | 3 | | | | | | 917,000 | | | | | | (558,794 ) | | | | | | 358,206 | | |
Total identified intangible assets
|
| | | | | | | | | $ | 1,700,631 | | | | | $ | (1,068,995 ) | | | | | $ | 631,636 | | |
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| |
Statement of
Operations Classification |
| ||||||||||||||||||
| | |
June 30,
2016 |
| |
June 30,
2015 |
| |
June 30,
2016 |
| |
June 30,
2015 |
| |||||||||||||||
Customer Contracts
|
| | | $ | 40,865 | | | | | $ | 70,833 | | | | | $ | 81,732 | | | | | $ | 141,666 | | | |
Cost of
Revenue |
|
Proprietary Software
|
| | | | 76,416 | | | | | | 76,416 | | | | | | 152,832 | | | | | | 152,832 | | | |
Cost of
Revenue |
|
Total amortization on identified
intangible assets |
| | | $ | 117,281 | | | | | $ | 147,249 | | | | | $ | 234,564 | | | | | $ | 294,498 | | | | ||
|
|
Six months ending December 31, 2016
|
| | | $ | 234,566 | | |
|
2017
|
| | | | 114,429 | | |
|
2018
|
| | | | 38,461 | | |
|
2019
|
| | | | 9,616 | | |
| | | | | $ | 397,072 | | |
|
| | |
Number of
Shares Issuable Under Warrants |
| |
Weighted Avg.
Exercise Price |
| |
Weighted
Remaining Life (Years) |
| |||||||||
Balance, December 31, 2015
|
| | | | 1,723,674 | | | | | $ | 10.95 | | | | | | 3.98 | | |
Issued
|
| | | | 319,392 | | | | | | 5.58 | | | | | | | | |
Exercised
|
| | | | (133,148 ) | | | | | | 4.94 | | | | | | | | |
Balance, March 31, 2016
|
| | | | 1,909,918 | | | | | | 10.35 | | | | | | 3.88 | | |
Issued | | | | | 613,380 | | | | | | 5.52 | | | | | | | | |
Exercised | | | | | (63,345 ) | | | | | | 4.94 | | | | | | | | |
Balance, June 30, 2016
|
| | | | 2,459,953 | | | | | | 9.30 | | | | | | 3.94 | | |
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||
| | |
June 30, 2016
|
| |
June 30, 2015
|
| |
June 30, 2016
|
| |
June 30, 2015
|
|
Expected term
|
| |
2.5 Years
|
| |
2.5 Years
|
| |
2.5 Years
|
| |
2.5 Years
|
|
Expected dividend
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
0%
|
|
Volatility
|
| |
76% to 83%
|
| |
31% to 32%
|
| |
65% to 83%
|
| |
27%
|
|
Risk-free interest rate
|
| |
0.84% to 1.08%
|
| |
1.00% to 1.07%
|
| |
0.81% to 1.31%
|
| |
0.85% to 1.37%
|
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2016 |
| |
June 30,
2015 |
| |
June 30,
2016 |
| |
June 30,
2015 |
| ||||||||||||
Stock-based compensation costs included in: | | | | | | ||||||||||||||||||||
Cost of revenue
|
| | | $ | 53,071 | | | | | $ | 12,543 | | | | | $ | 73,672 | | | | | $ | 16,438 | | |
Sales and marketing expenses
|
| | | | 51,545 | | | | | | 18,938 | | | | | | 82,883 | | | | | | 31,061 | | |
Research and development expenses
|
| | | | 44,443 | | | | | | 21,706 | | | | | | 74,464 | | | | | | 39,141 | | |
General and administrative expenses
|
| | | | 30,377 | | | | | | 30,215 | | | | | | 77,253 | | | | | | 67,668 | | |
Total stock-based compensation expense
|
| | | $ | 179,436 | | | | | $ | 83,402 | | | | | $ | 308,222 | | | | | $ | 154,308 | | |
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30, 2016
|
| |
June 30, 2015
|
| |
June 30, 2016
|
| |
June 30, 2015
|
| ||||||||||||
Estimated Fair Value
|
| | | $ | 20,976 | | | | | $ | 15,557 | | | | | $ | 271,484 | | | | | $ | 100,289 | | |
Shares Issuable Under Options Granted
|
| | | | 6,668 | | | | | | 6,200 | | | | | | 106,273 | | | | | | 37,200 | | |
Expected Term
|
| |
3 Years
|
| |
3 Years
|
| |
3 Years
|
| |
2 to 3 Years
|
| ||||||||||||
Expected Dividend
|
| |
0%
|
| |
0%
|
| |
0%
|
| |
0%
|
| ||||||||||||
Volatility
|
| |
69% to 73%
|
| |
30%
|
| |
61% to 73%
|
| |
26% to 30%
|
| ||||||||||||
Risk Free Interest Rate
|
| |
0.90% to 1.04%
|
| |
0.86% to 0.91%
|
| |
0.90% to 1.31%
|
| |
0.22% to 1.07%
|
|
| | |
Number of
Shares Issuable Under Options |
| |
Weighted Avg.
Exercise Price |
| |
Weighted
Remaining Contractual Life (Years) |
| |
Intrinsic
Value |
| ||||||||||||
Balance, December 31, 2015
|
| | | | 249,951 | | | | | $ | 19.80 | | | | | | 3.95 | | | | | $ | — | | |
Granted
|
| | | | 99,605 | | | | | | 6.07 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited or Expired
|
| | | | (31,295 ) | | | | | | 12.15 | | | | | | | | | | | | | | |
Balance, March 31, 2016
|
| | | | 318,261 | | | | | | 16.35 | | | | | | 3.70 | | | | | | 121,741 | | |
Granted
|
| | | | 6,668 | | | | | | 6.78 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited or Expired
|
| | | | (34,549 ) | | | | | | 16.18 | | | | | | | | | | | | | | |
Balance, June 30, 2016
|
| | | | 290,380 | | | | | $ | 16.08 | | | | | | 3.82 | | | | | $ | 82,897 | | |
Exercisable at June 30, 2016
|
| | | | 183,955 | | | | | $ | 19.78 | | | | | | 3.52 | | | | | $ | 27,741 | | |
| | |
Stock Options Outstanding
|
| |
Options Exercisable
|
| ||||||||||||||||||||||||||||||||||||
Range of Exercise Price
|
| |
Number
Outstanding |
| |
Weighted
Average Remaining Contractual Life |
| |
Weighted
Average Price |
| |
Aggregate
Intrinsic Value |
| |
Number
Exercisable |
| |
Weighted
Average Price |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||||||||
$5.70 to $9.30
|
| | | | 85,584 | | | | | | 4.50 | | | | | $ | 6.19 | | | | | $ | 82,897 | | | | | | 29,274 | | | | | $ | 6.20 | | | | | $ | 27,741 | | |
$10.50 to $20.25
|
| | | | 77,770 | | | | | | 4.05 | | | | | | 12.72 | | | | | | — | | | | | | 32,751 | | | | | | 12.90 | | | | | | — | | |
$22.50 to $60.00
|
| | | | 127,026 | | | | | | 3.21 | | | | | | 24.81 | | | | | | — | | | | | | 121,930 | | | | | | 24.89 | | | | | | — | | |
| | | | | 290,380 | | | | | | 3.82 | | | | | $ | 16.08 | | | | | $ | 82,897 | | | | | | 183,955 | | | | | $ | 19.78 | | | | | $ | 27,741 | | |
|
| | |
As of
|
| |||||||||
| | |
June 30, 2016
|
| |
December 31, 2015
|
| ||||||
Debt held by related parties
|
| | | $ | 2,162,492 | | | | | $ | 1,748,000 | | |
Warrants held by related parties
|
| | | | 895,594 | | | | | | 691,032 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30, 2016
|
| |
June 30, 2015
|
| |
June 30, 2016
|
| |
June 30, 2015
|
| ||||||||||||
Related party interest expense
|
| | | $ | 49,239 | | | | | $ | 42,410 | | | | | $ | 92,819 | | | | | | 80,876 | | |
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
ASSETS
|
| | | ||||||||||
CURRENT ASSETS | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 44,788 | | | | | $ | 112,221 | | |
Accounts receivable, net
|
| | | | 703,346 | | | | | | 314,743 | | |
Deferred commissions
|
| | | | 66,278 | | | | | | 80,348 | | |
Prepaid expenses
|
| | | | 285,640 | | | | | | 402,040 | | |
TOTAL CURRENT ASSETS
|
| | | | 1,100,052 | | | | | | 909,352 | | |
PROPERTY AND EQUIPMENT, net
|
| | | | 664,416 | | | | | | 295,925 | | |
GOODWILL
|
| | | | 204,000 | | | | | | 204,000 | | |
INTANGIBLE ASSETS, NET
|
| | | | 631,636 | | | | | | 1,437,001 | | |
DEFERRED COMMISSIONS
|
| | | | 35,741 | | | | | | 103,312 | | |
DEFERRED FINANCING COSTS
|
| | | | 123,804 | | | | | | 61,153 | | |
TOTAL ASSETS
|
| | | $ | 2,759,649 | | | | | $ | 3,010,743 | | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| | | ||||||||||
CURRENT LIABILITIES | | | | ||||||||||
Accounts payable
|
| | | $ | 1,110,116 | | | | | $ | 746,554 | | |
Accrued expenses
|
| | | | 126,115 | | | | | | 201,768 | | |
Accrued interest
|
| | | | 631,611 | | | | | | 182,184 | | |
Deferred revenue
|
| | | | 890,186 | | | | | | 747,113 | | |
Warrant liability
|
| | | | — | | | | | | 163,570 | | |
Current maturities of capital lease obligations
|
| | | | 367,837 | | | | | | — | | |
Current portion of long-term debt
|
| | | | 4,798,833 | | | | | | 2,070,217 | | |
TOTAL CURRENT LIABILITIES
|
| | | | 7,924,698 | | | | | | 4,111,406 | | |
CAPITAL LEASE, net of current maturities
|
| | | | 316,827 | | | | | | — | | |
LONG TERM DEBT, net of current portion
|
| | | | 192,000 | | | | | | 2,566,486 | | |
WARRANT LIABILITY
|
| | | | 2,799,662 | | | | | | 146,000 | | |
DEFERRED REVENUE
|
| | | | 459,519 | | | | | | 412,219 | | |
ACCRUED INTEREST
|
| | | | — | | | | | | 160,593 | | |
ACCRUED RENT
|
| | | | 120,384 | | | | | | 25,333 | | |
TOTAL LIABILITIES
|
| | | | 11,813,090 | | | | | | 7,422,037 | | |
COMMITMENTS AND CONTINGENCIES | | | | ||||||||||
SHAREHOLDERS’ DEFICIT | | | | ||||||||||
Convertible preferred stock, $.0001 Par Value, 20,000,000 shares authorized, 44,030 and 2,229,702 shares issued and outstanding
|
| | | | 4 | | | | | | 223 | | |
Common shares, $.0001 Par Value, 500,000,000 shares authorized, 2,318,139 and 1,129,052 shares issued and outstanding
|
| | | | 232 | | | | | | 113 | | |
Additional paid-in-capital
|
| | | | 60,225,994 | | | | | | 47,308,895 | | |
Accumulated deficit
|
| | | | (69,279,671 ) | | | | | | (51,720,525 ) | | |
TOTAL SHAREHOLDERS’ DEFICIT
|
| | | | (9,053,441 ) | | | | | | (4,411,294 ) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| | | $ | 2,759,649 | | | | | $ | 3,010,743 | | |
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
REVENUE
|
| | | $ | 4,301,004 | | | | | $ | 2,648,108 | | |
COST OF REVENUE
|
| | | | 4,119,446 | | | | | | 2,747,343 | | |
GROSS INCOME (LOSS)
|
| | | | 181,558 | | | | | | (99,235 ) | | |
OPERATING EXPENSES | | | | ||||||||||
Sales and Marketing
|
| | | | 3,440,498 | | | | | | 2,854,959 | | |
Research and Development
|
| | | | 2,643,048 | | | | | | 2,663,633 | | |
General and Administrative
|
| | | | 3,908,976 | | | | | | 3,998,086 | | |
TOTAL OPERATING EXPENSES
|
| | | | 9,992,522 | | | | | | 9,516,678 | | |
OPERATING LOSS
|
| | | | (9,810,964 ) | | | | | | (9,615,913 ) | | |
INTEREST EXPENSE AND OTHER NON-CASH FINANCING EXPENSE
|
| | | | 2,446,260 | | | | | | 5,703,963 | | |
MARK-TO-MARKET WARRANT EXPENSE
|
| | | | 2,319,058 | | | | | | 570 | | |
INDUCEMENT TO CONVERT DEBT AND WARRANTS
|
| | | | — | | | | | | 424,335 | | |
SHARE PRICE/CONVERSION ADJUSTMENT
|
| | | | 3,704,683 | | | | | | — | | |
OTHER INCOME
|
| | | | (28,333 ) | | | | | | (34,999 ) | | |
NET LOSS
|
| | | | (18,252,632 ) | | | | | | (15,709,782 ) | | |
LESS: CUMULATIVE UNPAID PREFERRED DIVIDENDS
|
| | | | (260,233 ) | | | | | | (48,409 ) | | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
| | | $ | (18,512,865 ) | | | | | $ | (15,758,191 ) | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | ||||||||||
Basic and fully diluted
|
| | | | 1,771,736 | | | | | | 755,833 | | |
Net loss per common share—basic and fully diluted
|
| | | $ | (10.45 ) | | | | | $ | (20.85 ) | | |
| | |
Convertible
Preferred Stock |
| |
Common Stock
|
| |
Additional
Paid-In- Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance December 31, 2013
|
| | | | — | | | | | $ | — | | | | | | 375,147 | | | | | $ | 38 | | | | | $ | 26,668,783 | | | | | $ | (36,601,063 ) | | | | | $ | (9,932,242 ) | | |
Conversion of debt and interest into shares
|
| | | | — | | | | | | — | | | | | | 359,070 | | | | | | 36 | | | | | | 7,287,990 | | | | | | — | | | | | | 7,288,026 | | |
Common stock issued for debt issuance—
Related Party |
| | | | — | | | | | | — | | | | | | 25,521 | | | | | | 3 | | | | | | 890,622 | | | | | | — | | | | | | 890,625 | | |
Issuance of common stock, net of costs
|
| | | | — | | | | | | — | | | | | | 302,853 | | | | | | 30 | | | | | | 5,579,178 | | | | | | — | | | | | | 5,579,208 | | |
Issuance of common stock related to debt modifications
|
| | | | — | | | | | | — | | | | | | 44,445 | | | | | | 4 | | | | | | 999,996 | | | | | | — | | | | | | 1,000,000 | | |
Issuance of convertible preferred stock, net of
costs |
| | | | 2,229,702 | | | | | | 223 | | | | | | — | | | | | | — | | | | | | 3,039,278 | | | | | | — | | | | | | 3,039,501 | | |
Warrant exchange
|
| | | | — | | | | | | — | | | | | | 263 | | | | | | — | | | | | | 7,906 | | | | | | — | | | | | | 7,906 | | |
Warrants issued as inducement for debt conversion to equity
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 416,429 | | | | | | — | | | | | | 416,429 | | |
Issuance of warrants for professional services
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,735 | | | | | | — | | | | | | 23,735 | | |
DE acquisition 2, Inc. reverse merger
|
| | | | — | | | | | | — | | | | | | 32,598 | | | | | | 3 | | | | | | (88,147 ) | | | | | | — | | | | | | (88,144 ) | | |
Beneficial conversion feature for convertible notes payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,757,268 | | | | | | — | | | | | | 2,757,268 | | |
Stock compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 316,176 | | | | | | — | | | | | | 316,176 | | |
Stock exchange
|
| | | | — | | | | | | — | | | | | | (10,845 ) | | | | | | (1 ) | | | | | | (590,319 ) | | | | | | 590,320 | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,709,782 ) | | | | | | (15,709,782 ) | | |
Balance December 31, 2014
|
| | | | 2,229,702 | | | | | $ | 223 | | | | | | 1,129,052 | | | | | $ | 113 | | | | | $ | 47,308,895 | | | | | $ | (51,720,525 ) | | | | | $ | (4,411,294 ) | | |
Issuance of convertible preferred stock and warrants, net of costs
|
| | | | 1,896,510 | | | | | $ | 190 | | | | | | — | | | | | $ | — | | | | | $ | 5,220,275 | | | | | $ | — | | | | | $ | 5,220,465 | | |
Conversion of debt into preferred stock
|
| | | | 222,411 | | | | | | 22 | | | | | | — | | | | | | — | | | | | | 751,978 | | | | | | — | | | | | | 752,000 | | |
Series A & B preferred stock conversion to common stock
|
| | | | (4,304,593 ) | | | | | | (431 ) | | | | | | 332,396 | | | | | | 33 | | | | | | 398 | | | | | | — | | | | | | — | | |
Warrant exercises
|
| | | | — | | | | | | — | | | | | | 189,908 | | | | | | 19 | | | | | | 1,251,531 | | | | | | — | | | | | | 1,251,550 | | |
Warrant price adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,231 | | | | | | — | | | | | | 33,231 | | |
Issuance of replacement warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 567,889 | | | | | | — | | | | | | 567,889 | | |
Lincoln Park Capital Fund—commitment fee
|
| | | | — | | | | | | — | | | | | | 27,778 | | | | | | 3 | | | | | | (3 ) | | | | | | — | | | | | | — | | |
Issuance of stock under Lincoln Park Capital
Fund agreement, net of costs |
| | | | — | | | | | | — | | | | | | 50,895 | | | | | | 5 | | | | | | 190,322 | | | | | | — | | | | | | 190,327 | | |
Issuance of shares under Associate Stock Purchase Plan
|
| | | | — | | | | | | — | | | | | | 11,067 | | | | | | 1 | | | | | | 65,662 | | | | | | — | | | | | | 65,663 | | |
Issuance of restricted common stock to Associates, net of forfeitures
|
| | | | — | | | | | | — | | | | | | 5,600 | | | | | | 1 | | | | | | (1 ) | | | | | | — | | | | | | — | | |
Share price/conversion adjustment
|
| | | | — | | | | | | — | | | | | | 548,842 | | | | | | 55 | | | | | | 3,704,627 | | | | | | — | | | | | | 3,704,682 | | |
Conversion of warrant liability to Additional
Paid-In-Capital |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 931,577 | | | | | | — | | | | | | 931,577 | | |
Payment of preferred dividend paid with common stock
|
| | | | — | | | | | | — | | | | | | 4,985 | | | | | | 1 | | | | | | 85,980 | | | | | | (85,980 ) | | | | | | — | | |
Issuance of warrants for capital lease arrangements
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,782 | | | | | | — | | | | | | 134,782 | | |
Issuance of common stock and warrants for professional services
|
| | | | — | | | | | | — | | | | | | 38,334 | | | | | | 4 | | | | | | 314,757 | | | | | | — | | | | | | 314,761 | | |
Stock compensation expense, including issuance of performance stock awards to Associates
|
| | | | — | | | | | | — | | | | | | 4,803 | | | | | | 0 | | | | | | 443,558 | | | | | | — | | | | | | 443,558 | | |
Director equity exchange agreement
|
| | | | — | | | | | | — | | | | | | (25,521 ) | | | | | | (3 ) | | | | | | (779,463 ) | | | | | | 779,466 | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,252,632 ) | | | | | | (18,252,632 ) | | |
Balance December 31, 2015
|
| | | | 44,030 | | | | | $ | 4 | | | | | | 2,318,139 | | | | | $ | 232 | | | | | $ | 60,225,994 | | | | | $ | (69,279,671 ) | | | | | $ | (9,053,441 ) | | |
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
OPERATING ACTIVITIES | | | | ||||||||||
Net loss
|
| | | $ | (18,252,632 ) | | | | | $ | (15,709,782 ) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | ||||||||||
Accretion of discount/amortization of financing costs
|
| | | | 210,264 | | | | | | 2,814,213 | | |
Accrued debt related costs
|
| | | | — | | | | | | 1,890,625 | | |
Debt forgiveness
|
| | | | — | | | | | | (40,000 ) | | |
Change in fair value of warrant liability
|
| | | | 3,421,670 | | | | | | — | | |
Depreciation and amortization of intangibles
|
| | | | 911,105 | | | | | | 694,495 | | |
Impairment of finite-lived intangible assets
|
| | | | 216,369 | | | | | | — | | |
Stock compensation
|
| | | | 443,558 | | | | | | 316,176 | | |
Warrants and common stock issued for professional services
|
| | | | 314,761 | | | | | | 23,735 | | |
Amortization of deferred commissions
|
| | | | 116,765 | | | | | | 100,404 | | |
Debt/warrant inducement and share price adjustment
|
| | | | 4,313,503 | | | | | | 424,334 | | |
| | | | | (8,304,637 ) | | | | | | (9,485,800 ) | | |
Changes in operating assets and liabilities:
|
| | | ||||||||||
Accounts receivable
|
| | | | (388,603 ) | | | | | | 14,814 | | |
Deferred commissions
|
| | | | (35,124 ) | | | | | | (119,865 ) | | |
Prepaid and other expenses
|
| | | | 369,722 | | | | | | 85,619 | | |
Accounts payable
|
| | | | 443,716 | | | | | | (270,801 ) | | |
Accrued expenses
|
| | | | 19,398 | | | | | | 12,507 | | |
Accrued interest
|
| | | | 288,834 | | | | | | (608,529 ) | | |
Deferred revenue
|
| | | | 190,373 | | | | | | 247,255 | | |
Net cash used in operating activities
|
| | | | (7,416,321 ) | | | | | | (10,124,800 ) | | |
INVESTING ACTIVITIES | | | | ||||||||||
Purchase of fixed assets
|
| | | | (134,976 ) | | | | | | (72,845 ) | | |
Cash paid for acquisition
|
| | | | — | | | | | | (2,125,000 ) | | |
Net cash used in investing activities
|
| | | | (134,976 ) | | | | | | (2,197,845 ) | | |
FINANCING ACTIVITIES | | | | ||||||||||
Proceeds from issuance of notes and warrants
|
| | | | 1,150,000 | | | | | | 8,261,340 | | |
Repayment of notes
|
| | | | (198,411 ) | | | | | | (4,622,500 ) | | |
Issuance of shares of common stock, net of costs
|
| | | | 255,991 | | | | | | 5,579,208 | | |
Warrant exercised
|
| | | | 1,251,550 | | | | | | — | | |
Issuance of shares of convertible preferred stock, net of costs
|
| | | | 5,220,465 | | | | | | 3,039,501 | | |
Payment of debt issuance costs
|
| | | | — | | | | | | (88,098 ) | | |
Repayment of capital lease
|
| | | | (204,438 ) | | | | | | — | | |
Proceeds from bank borrowing
|
| | | | 113,339 | | | | | | 207,698 | | |
Repayment of bank borrowing
|
| | | | (104,632 ) | | | | | | (92,838 ) | | |
Net cash provided by financing activities
|
| | | | 7,483,864 | | | | | | 12,284,311 | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
| | | | (67,433 ) | | | | | | (38,334 ) | | |
CASH AND CASH EQUIVALENTS | | | | ||||||||||
Beginning of period
|
| | | | 112,221 | | | | | | 150,555 | | |
End of period
|
| | | $ | 44,788 | | | | | $ | 112,221 | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | ||||||||||
Cash paid for interest
|
| | | $ | 218,971 | | | | | $ | 1,594,700 | | |
NONCASH FINANCING TRANSACTIONS | | | | ||||||||||
Conversion of debt and interest to equity
|
| | | | 752,000 | | | | | | 7,288,025 | | |
Debt issuance costs in exchange for notes and warrants
|
| | | | 127,080 | | | | | | — | | |
Fixed asset purchases in accounts payable
|
| | | | — | | | | | | 80,156 | | |
Conversion of accrued interest to note payable
|
| | | | — | | | | | | 150,660 | | |
Prepaid additions financed through capital lease
|
| | | | 252,628 | | | | | | — | | |
Fixed asset additions financed through capital lease
|
| | | | 636,474 | | | | | | — | | |
Common stock issued for preferred stock dividends
|
| | | | 85,980 | | | | | | — | | |
Conversion of warrant liability to additional paid-in-capital
|
| | | | 931,578 | | | | | | — | | |
| Computer and Data Center Equipment | | | 3 years | |
| Purchased and Acquired software | | | 3 years | |
| Leasehold Improvements | | | 3–5 years, or lease term if less | |
| Furniture and fixtures | | | 7 years | |
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Net loss
|
| | | $ | (18,252,632 ) | | | | | $ | (15,709,782 ) | | |
Less: Cumulative unpaid preferred stock dividends
|
| | | | (260,233 ) | | | | | | (48,409 ) | | |
Net Loss attributable to common stockholders
|
| | | | (18,512,865 ) | | | | | | (15,758,191 ) | | |
Weighted average common shares outstanding
|
| | | | 1,771,736 | | | | | | 755,833 | | |
Net loss per common share—basic and diluted
|
| | | $ | (10.45 ) | | | | | $ | (20.85 ) | | |
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Convertible Preferred Stock
|
| | | | 944,932 | | | | | | 148,647 | | |
Stock Options
|
| | | | 249,912 | | | | | | 180,240 | | |
Warrants
|
| | | | 1,723,626 | | | | | | 593,557 | | |
| | | | | 2,918,470 | | | | | | 922,444 | | |
|
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Computer equipment
|
| | | $ | 227,206 | | | | | $ | 216,486 | | |
Data center equipment
|
| | | | 1,011,173 | | | | | | 444,906 | | |
Purchased software
|
| | | | 692,143 | | | | | | 651,016 | | |
Furniture and fixtures
|
| | | | 89,774 | | | | | | 84,433 | | |
Leasehold improvements
|
| | | | 75,103 | | | | | | 58,024 | | |
Total property and equipment
|
| | | | 2,095,399 | | | | | | 1,454,865 | | |
Less: accumulated depreciation
|
| | | | (1,430,983 ) | | | | | | (1,158,940 ) | | |
Net property and equipment
|
| | | $ | 664,416 | | | | | $ | 295,925 | | |
|
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Accrued compensation
|
| | | $ | 119,817 | | | | | $ | 128,135 | | |
Accrued rent
|
| | | | — | | | | | | 36,149 | | |
Accrued sales tax
|
| | | | 6,298 | | | | | | 37,484 | | |
Total accrued expenses
|
| | | $ | 126,115 | | | | | $ | 201,768 | | |
|
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Notes Payable to Directors and Affiliates
|
| | | $ | 1,748,000 | | | | | $ | 1,350,000 | | |
Convertible Term Loan, due December 2016, interest at 10%
|
| | | | 2,300,000 | | | | | | 2,300,000 | | |
Series Subordinated Note, due January 2016, interest at 12%
|
| | | | 415,398 | | | | | | 613,808 | | |
Notes Payable, due the earlier of raising $10 million in proceeds from private placements or January 2016, interest between 8.25% and 12%
|
| | | | 74,486 | | | | | | 74,486 | | |
Note Payable, due August 2021, interest 0%
|
| | | | 192,000 | | | | | | 192,000 | | |
Installment Note Payable—Bank
|
| | | | 260,949 | | | | | | 252,244 | | |
Total
|
| | | | 4,990,833 | | | | | | 4,782,538 | | |
Unamortized discount
|
| | | | — | | | | | | (145,835 ) | | |
Total debt, net
|
| | | | 4,990,833 | | | | | | 4,636,703 | | |
Less: current maturities
|
| | | | 4,798,833 | | | | | | 2,070,217 | | |
Long-term portion
|
| | | $ | 192,000 | | | | | $ | 2,566,486 | | |
|
|
2016
|
| | | $ | 4,798,833 | | |
|
2017
|
| | | | — | | |
|
2018
|
| | | | — | | |
|
2019
|
| | | | — | | |
|
2020
|
| | | | — | | |
|
Thereafter
|
| | | | 192,000 | | |
| | | | | $ | 4,990,833 | | |
|
|
2016
|
| | | $ | 347,599 | | |
|
2017
|
| | | | 292,245 | | |
|
2018
|
| | | | 241,894 | | |
|
2019
|
| | | | 241,275 | | |
|
2020
|
| | | | 247,726 | | |
|
Thereafter
|
| | | | 276,563 | | |
| | | | | $ | 1,647,302 | | |
|
|
2016
|
| | | $ | 402,906 | | |
|
2017
|
| | | | 309,967 | | |
|
2018
|
| | | | 15,563 | | |
|
Total payments
|
| | | | 728,436 | | |
|
Less: portion representing interest
|
| | | | (43,772 ) | | |
|
Principal portion
|
| | | | 684,664 | | |
|
Less: current portion
|
| | | | (367,837 ) | | |
|
Long-term portion
|
| | | $ | 316,827 | | |
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2014 |
| |
December 31,
2014 |
| ||||||
Federal statutory rate at 34 percent
|
| | | $ | (6,206,000 ) | | | | | $ | (5,341,000 ) | | |
State taxes, net of federal tax expense (benefit)
|
| | | | (499,000 ) | | | | | | (440,000 ) | | |
Nondeductible interest
|
| | | | 2,002,000 | | | | | | 750,000 | | |
Stock-based compensation
|
| | | | 59,000 | | | | | | 67,000 | | |
Nondeductible acquisition costs
|
| | | | — | | | | | | 34,000 | | |
Nondeductible meals & entertainment
|
| | | | 21,000 | | | | | | 27,000 | | |
Other
|
| | | | 84,000 | | | | | | — | | |
Change in valuation allowance
|
| | | $ | 4,539,000 | | | | | $ | 4,903,000 | | |
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Deferred Tax Assets: | | | | ||||||||||
Non-Current:
|
| | | ||||||||||
Net operating loss carry forward
|
| | | $ | 7,662,000 | | | | | $ | 4,396,000 | | |
Definite-lived intangibles
|
| | | | 394,000 | | | | | | 142,000 | | |
Non-qualified stock-based compensation
|
| | | | 347,000 | | | | | | 293,000 | | |
Property, plant and equipment
|
| | | | 22,000 | | | | | | — | | |
Current:
|
| | | ||||||||||
Accounts receivable allowance
|
| | | | 4,000 | | | | | | 9,000 | | |
Accrued expenses
|
| | | | 998,000 | | | | | | 72,000 | | |
Gross deferred tax assets
|
| | | | 9,427,000 | | | | | | 4,912,000 | | |
Deferred Tax Liabilities: | | | | ||||||||||
Non-Current:
|
| | | ||||||||||
Amortization of indefinite-lived intangible
|
| | | | (8,000 ) | | | | | | (4,000 ) | | |
Property, plant and equipment
|
| | | | — | | | | | | (28,000 ) | | |
Gross deferred tax liabilities
|
| | | | (8,000 ) | | | | | | (32,000 ) | | |
Net deferred tax assets before valuation allowance
|
| | | | 9,419,000 | | | | | | 4,880,000 | | |
Less: valuation allowance
|
| | | | (9,419,000 ) | | | | | | (4,880,000 ) | | |
Total net deferred tax asset (liability)
|
| | | $ | — | | | | | $ | — | | |
|
| Purchase Price: | | | |||||
|
Cash paid
|
| | | $ | 1,125,000 | | |
|
Contingent consideration
|
| | | | 1,000,000 | | |
|
Total purchase price
|
| | | | 2,125,000 | | |
|
Fair Value of Assets Acquired and Liabilities Assumed
|
| | |||||
|
Tangible assets acquired:
|
| | |||||
|
Property and equipment, net
|
| | | $ | 4,000 | | |
|
Total tangible assets acquired
|
| | | | 4,000 | | |
|
Identified intangible assets acquired:
|
| | |||||
|
Customer contracts
|
| | | | 1,000,000 | | |
|
Proprietary software
|
| | | | 917,000 | | |
|
Total assets acquired in excess of liabilities assumed
|
| | | | 1,921,000 | | |
|
Goodwill
|
| | | | 204,000 | | |
|
Total purchase price
|
| | |
$
|
2,125,000
|
| |
|
| | |
Year Ended
December 31, 2014 |
| |||
| | |
(unaudited)
|
| |||
Revenue
|
| | | $ | 2,670,142 | | |
Net Loss
|
| | | $ | (16,443,673 ) | | |
Net loss per common share—basic and fully diluted
|
| | | $ | (21.49 ) | | |
Weighted average common shares outstanding—basic and diluted
|
| | | | 765,178 | | |
| | |
Amortizable
Period (years) |
| |
December 31, 2015
|
| |||||||||||||||
| | |
Gross Assets
|
| |
Accumulated
Amortization |
| |
Net Assets
|
| ||||||||||||
Customer Contracts
|
| |
3–5
|
| | | $ | 783,631 | | | | | $ | (510,201 ) | | | | | $ | 273,430 | | |
Proprietary Software
|
| |
3
|
| | | | 917,000 | | | | | | (558,794 ) | | | | | | 358,206 | | |
Total identified intangible assets
|
| | | | | | $ | 1,700,631 | | | | | $ | (1,068,995 ) | | | | | $ | 631,636 | | |
|
| | |
Amortizable
Period (years) |
| |
December 31, 2014
|
| |||||||||||||||
| | |
Gross Assets
|
| |
Accumulated
Amortization |
| |
Net Assets
|
| ||||||||||||
Customer Contracts
|
| |
3–5
|
| | | $ | 1,000,000 | | | | | $ | (226,869 ) | | | | | $ | 773,131 | | |
Proprietary Software
|
| |
3
|
| | | | 917,000 | | | | | | (253,130 ) | | | | | | 663,870 | | |
Total identified intangible assets
|
| | | | | | $ | 1,917,000 | | | | | $ | (479,999 ) | | | | | $ | 1,437,001 | | |
|
| | |
Year Ended
|
| |
Statement of
Operations Classification |
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| |||||||||
Customer Contracts
|
| | | $ | 283,332 | | | | | $ | 226,869 | | | |
Cost of Revenue
|
|
Proprietary Software
|
| | | | 305,664 | | | | | | 253,130 | | | |
Cost of Revenue
|
|
Total amortization on identified intangible assets
|
| | | $ | 588,996 | | | | | $ | 479,999 | | | | | |
|
|
2016
|
| | | $ | 469,000 | | |
|
2017
|
| | | | 114,000 | | |
|
2018
|
| | | | 39,000 | | |
|
2019
|
| | | | 10,000 | | |
| | | | | $ | 632,000 | | |
|
| | |
Number of
Shares Issuable Under Warrants |
| |
Weighted Avg.
Exercise Price |
| |
Weighted
Remaining Life (Years) |
| |||||||||
Balance, December 31, 2013
|
| | | | 27,217 | | | | | $ | 50.25 | | | | |||||
Issued
|
| | | | 566,363 | | | | | | 30.73 | | | | |||||
Balance, December 31, 2014
|
| | | | 593,580 | | | | | | 30.88 | | | | | | 4.57 | | |
Issued
|
| | | | 1,320,009 | | | | | | 5.93 | | | | |||||
Exercised
|
| | | | (189,915 ) | | | | | | 6.59 | | | | |||||
Balance, December 31, 2015
|
| | | | 1,723,674 | | | | | $ | 10.98 | | | | | | 3.98 | | |
|
| | |
Year Ended
|
| |||
| | |
December 31, 2015
|
| |
December 31, 2014
|
|
Expected term
|
| |
1 to 5 Years
|
| |
1.5 to 2.5 Years
|
|
Expected dividend
|
| |
0%
|
| |
0%
|
|
Volatility
|
| |
27% to 96%
|
| |
26% to 29%
|
|
Risk-free interest rate
|
| |
0.25% to 1.37%
|
| |
0.22% to 1.1%
|
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Stock-based compensation costs included in: | | | | ||||||||||
Cost of revenue
|
| | | $ | 55,774 | | | | | $ | 21,753 | | |
Sales and marketing expenses
|
| | | | 91,009 | | | | | | 51,803 | | |
Research and development expenses
|
| | | | 104,851 | | | | | | 41,365 | | |
General and administrative expenses
|
| | | | 191,924 | | | | | | 201,255 | | |
Total stock-based compensation expense
|
| | | $ | 443,558 | | | | | $ | 316,176 | | |
|
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Estimated Fair Value
|
| | | $ | 395,252 | | | | | $ | 339,671 | | |
Shares Issuable Under Options Granted
|
| | | | 115,150 | | | | | | 133,628 | | |
Expected Term
|
| |
2 to 3 Years
|
| |
2 to 3 Years
|
| ||||||
Expected Dividend
|
| |
0%
|
| |
0%
|
| ||||||
Volatility
|
| |
26% to 48%
|
| |
27% to 29%
|
| ||||||
Risk Free Interest Rate
|
| |
0.22% to 1.08%
|
| |
0.22% to 1.00%
|
|
| | |
Number of
Shares Issuable Under Options |
| |
Weighted Avg.
Exercise Price |
| |
Weighted
Remaining Contractual Life (Years) |
| |
Intrinsic
Value |
| ||||||||||||
Balance, December 31, 2013
|
| | | | 55,210 | | | | | $ | 52.35 * | | | | | ||||||||||
Granted
|
| | | | 133,628 | | | | | | 22.50 | | | | | ||||||||||
Exercised
|
| | | | — | | | | | | — | | | | | ||||||||||
Forfeited or Expired
|
| | | | (8,492 ) | | | | | | 55.35 | | | | | ||||||||||
Balance, December 31, 2014
|
| | | | 180,346 | | | | | | 30.15 * | | | | | | 4.05 | | | | | $ | 61,875 | | |
Granted
|
| | | | 115,150 | | | | | | 13.80 | | | | | ||||||||||
Exercised
|
| | | | — | | | | | | — | | | | | ||||||||||
Forfeited or Expired
|
| | | | (45,545 ) | | | | | | 26.40 | | | | | ||||||||||
Balance, December 31, 2015
|
| | | | 249,951 | | | | | $ | 19.80 | | | | | | 3.95 | | | | | $ | — | | |
Exercisable at December 31, 2015
|
| | | | 175,625 | | | | | $ | 22.20 | | | | | | 3.72 | | | | | $ | — | | |
| | |
Stock Options Outstanding
|
| |
Options Exercisable
|
| ||||||||||||||||||||||||||||||||||||
Range of Exercise Price
|
| |
Number
Outstanding |
| |
Weighted
Average Remaining Contractual Life |
| |
Weighted
Average Price |
| |
Aggregate
Intrinsic Value |
| |
Number
Exercisable |
| |
Weighted
Average Price |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||||||||
$8.25 to $17.25
|
| | | | 95,254 | | | | | | 4.50 | | | | | $ | 12.45 | | | | | $ | — | | | | | | 34,548 | | | | | $ | 12.60 | | | | | $ | — | | |
$20.25 to $22.50
|
| | | | 146,735 | | | | | | 3.62 | | | | | | 22.50 | | | | | | — | | | | | | 133,644 | | | | | | 22.50 | | | | | | — | | |
$60.00
|
| | | | 7,962 | | | | | | 3.37 | | | | | | 60.00 | | | | | | — | | | | | | 7,433 | | | | | | 60.00 | | | | | | — | | |
| | | | | 249,951 | | | | | | 3.95 | | | | | $ | 19.80 | | | | | $ | — | | | | | | 175,625 | | | | | $ | 22.20 | | | | | $ | — | | |
|
| | |
As of
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Debt held by related parties
|
| | | $ | 1,748,000 | | | | | $ | 1,350,000 | | |
Warrants held by related parties
|
| | | | 691,043 | | | | | | 284,340 | | |
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Interest paid to related parties
|
| | | $ | 3,945 | | | | | $ | 237,596 | | |
Related party interest expense
|
| | | $ | 153,926 | | | | | $ | 1,608,372 | | |
|
Securities and Exchange Commission registration fee
|
| | | $ | 2,316 | | |
|
Nasdaq Listing Application Fee
|
| | | $ | 50,000 | | |
|
FINRA Fee
|
| | | $ | 3,950 | | |
|
Accounting fees and expenses
|
| | | $ | 125,000 | | |
|
Legal fees and expenses
|
| | | $ | 1,150,000 | | |
|
Transfer agent and registrar fees
|
| | | $ | 2,500 | | |
|
Printing expenses
|
| | | $ | 75,000 | | |
|
Miscellaneous
|
| | | $ | 226,234 | | |
|
Total
|
| | | $ | 1,635,000 | | |
|
Exhibit No.
|
| |
Description
|
|
1.1 | | | Form of Underwriting Agreement (filed herewith) | |
2.1 | | | Agreement and Plan of Merger and Reorganization, dated January 14, 2014, by and among the Company, Cachet Acquisition Co. and Cachet Financial Solutions Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 21, 2014) | |
2.2 | | | Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated February 11, 2014, by and among the Company, Cachet Acquisition Co. and Cachet Financial Solutions Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
2.3 | | | Asset Purchase Agreement, dated March 4, 2014, by and between the Company and DeviceFidelity, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 5, 2014) | |
3.1 | | | Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on March 18, 2014 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K/A filed on February 14, 2014) | |
3.2 | | | Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 25, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 26, 2016) | |
3.3 | | | Series C Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations, dated June 3, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on July 27, 2016) | |
3.4 | | | Bylaws, adopted February 11, 2014 (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K/A filed on February 14, 2014) | |
5* | | | Opinion of Davies Ward Phillips & Vineberg LLP | |
10.1 | | | 2010 Equity Incentive Plan, effective February 9, 2010 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
10.2 | | | Warrant to Purchase Common Stock, dated October 26, 2012, issued by Cachet Financial Solutions Inc. to Michaelson Partners, LLC (f/k/a Imperium Special Finance Fund, L.P.) (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
10.3 | | | Term Note, effective December 14, 2012, made by The Margaret De Jong Trust in favor of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 19, 2014) | |
10.4 | | | Loan and Security Agreement, dated December 12, 2013, by and between the Company and Trooien Capital (together with form of promissory note) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
10.5 | | | Form of Assignment and Assumption of Employment Agreement, dated February 11, 2014, by and among Cachet Financial Solutions Inc., the Company and the executive officer party thereto (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
10.6 | | | 2014 Stock Incentive Plan, effective February 11, 2014 (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 12, 2014) | |
Exhibit No.
|
| |
Description
|
|
10.7 | | | Loan and Security Agreement, dated March 4, 2014, by and among the Company, Cachet Financial Solutions Inc. and Michael J. Hanson (together with form of promissory note) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 5, 2014) | |
10.8 | | | Executive Employment Agreement, dated April 1, 2014, by and between Cachet Financial Solutions Inc. and Jeffrey C. Mack (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.9 | | | Executive Employment Agreement, dated April 1, 2014, by and between Cachet Financial Solutions Inc. and Lawrence C. Blaney (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.10 | | | Amendment No. 1 to Loan and Security Agreement, dated May 1, 2014, by and between the Company and Trooien Capital (incorporated by reference to Exhibit 10.10 to the Company’s Periodic Report on Form 10-Q filed on May 7, 2014) | |
10.11 | | | Revolving Line of Credit Note, dated May 7, 2014, issued by the Company and Cachet Financial Solutions Inc. in favor of Michael J. Hanson (incorporated by reference to Exhibit 10.11 to the Company’s Periodic Report on Form 10-Q filed on May 7, 2014) | |
10.12 | | | Letter Amendment to Promissory Notes, dated May 12, 2014, by and among Cachet Financial Solutions Inc., the Company and Trooien Capital (incorporated by reference to Exhibit 10.23 to the Company’s Amended Registration Statement on Form S-1/A filed on June 2, 2014) | |
10.13 | | | Demand Promissory Note, dated June 11, 2014, issued by Cachet Financial Solutions Inc. in favor of Michael J. Hanson (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.14 | | | Demand Promissory Note, dated June 11, 2014, issued by Cachet Financial Solutions Inc. in favor of James L. Davis (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.15 | | | Conversion Agreement, dated June 18, 2014, by and among the Company, Cachet Financial Solutions Inc., Trooien Capital, LLC, Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1/A filed on June 23, 2014) | |
10.16 | | | Letter Agreement, dated June 24, 2014, by and among the Company, Cachet Financial Solutions Inc., James L. Davis and Michael J. Hanson (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 filed on June 25, 2014) | |
10.17 | | | Demand Promissory Note, dated June 25, 2014, issued by Cachet Financial Solutions Inc. in favor of Michael J. Hanson (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.18 | | | Demand Promissory Note, dated June 26, 2014, issued by Cachet Financial Solutions Inc. in favor of James L. Davis (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.19 | | | Commitment Letter, dated July 30, 2014, by and among the Company, Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2014) | |
10.20 | | | 2014 Associate Stock Purchase Plan, effective September 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 10-Q filed on November 13, 2014) | |
10.21 | | | Securities Purchase Agreement, dated September 19, 2014, by and among the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 22, 2014) | |
Exhibit No.
|
| |
Description
|
|
10.22 | | | Form of Warrant to Purchase Common Stock, to be issued by the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 22, 2014) | |
10.23 | | | Amendment to Conversion Agreement, dated December 15, 2014, by and among the Company, Cachet Financial Solutions Inc., Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2014) | |
10.24 | | | Amendment to Term Note effective December 16, 2014 by and among The Margaret De Jonge Trust and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 19, 2014) | |
10.25 | | | Form of Non-Qualified Stock Option Agreement for Directors Outside the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 19, 2014) | |
10.26 | | | Form of Non-Qualified Stock Option Agreement For Employees Outside the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on December 19, 2014) | |
10.27 | | | Executive Employment Agreement, dated January 5, 2015, by and between Cachet Financial Solutions Inc. and Bruce Whitmore (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed on January 7, 2015) | |
10.28 | | | Guaranty, dated February 3, 2015, by and between the Company and James L. Davis (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.29 | | | Warrant to Purchase Common Stock, dated February 11, 2015, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.30 | | | Agreement, dated February 3, 2015, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2015) | |
10.31 | | | Securities Purchase Agreement, dated February 3, 2015, by and among the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2015) | |
10.32 | | | Lease Agreement, dated February 11, 2015, by and between the Company and James L. Davis (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.33 | | | Addendum #1 to Commitment Letter, dated February 16, 2015, by and among the Company, Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2015) | |
10.34 | | | Demand Promissory Note, dated March 18, 2015, issued by Cachet Financial Solutions Inc. in favor of Michael J. Hanson (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.35 | | | Demand Promissory Note, dated March 23, 2015, issued by Cachet Financial Solutions Inc. in favor of James L. Davis (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.36 | | | Amendment #2 to Term Note effective May 4, 2015 by and among The Margaret De Jonge Trust and the Company (incorporated by reference to Exhibit 10.5 to the Company’s Periodic Report on Form 10-Q filed on May 15, 2015) | |
Exhibit No.
|
| |
Description
|
|
10.37 | | | Securities Purchase Agreement, dated June 3, 2015, by and among the Company and certain purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2015) | |
10.38 | | | Warrant to Purchase Common Stock, dated June 29, 2015, issued by the Company in favor of James L. Davis (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.39 | | | Letter Agreement #1 Amending Revolving Line of Credit Note, dated July 31, 2015, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.3 to the Company’s Periodic Report on Form 10-Q filed on August 12, 2015) | |
10.40 | | | Equity Exchange Agreement, dated October 6, 2015, by and among the Company, Cachet Financial Solutions Inc. and Michael J. Hanson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 8, 2015) | |
10.41 | | | Purchase Agreement, dated October 12, 2015, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2015) | |
10.42 | | | Registration Rights Agreement, dated October 12, 2015, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 14, 2015) | |
10.43 | | | Addendum #2 to Commitment Letter, dated October 23, 2015, by and among the Company, Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2015) | |
10.44 | | | Amendment #3 to Term Note effective November 2, 2015 by and among The Margaret De Jonge Trust and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2015) | |
10.45 | | | Demand Promissory Note, dated December 22, 2015, issued by Cachet Financial Solutions Inc. in favor of Michael J. Hanson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.46 | | | Demand Promissory Note, dated February 1, 2016, issued by Cachet Financial Solutions Inc. in favor of James L. Davis (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.47 | | | Demand Promissory Note, dated February 11, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.48 | | | Securities Purchase Agreement, dated February 24, 2016, by and among the Company and certain purchasers (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.49 | | | Addendum #3 to Commitment Letter, dated February 24, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.50 | | | Letter Agreement #2 Amending Revolving Line of Credit Note, dated February 24, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.51 | | | Letter Agreement Re: Amendment #1 to Demand Promissory Note, dated March 29, 2016, by and between the Company and James L. Davis (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
Exhibit No.
|
| |
Description
|
|
10.52 | | | Letter Agreement Re: Amendment #1 to Demand Promissory Note, dated March 29, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on April 14, 2016) | |
10.53 | | | Demand Promissory Note, dated May 9, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2016) | |
10.54 | | | Demand Promissory Note, dated May 10, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2016) | |
10.55 | | | Demand Promissory Note, dated May 25, 2016, issued by the Company in favor of James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2016) | |
10.56 | | | Securities Purchase Agreement, dated June 1, 2016, by and among the Company, Columbus Capital Partners L.P. and Columbus Capital QP Partners, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2016) | |
10.57 | | | 2016 Stock Incentive Plan, effective June 2, 2016 (incorporated by reference to Annex C to the Company’s Preliminary Proxy Statement on Schedule 14A filed on June 3, 2016) | |
10.58 | | | Form of Securities Purchase Agreement, dated June 9, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016) | |
10.59 | | | Letter Agreement #3 Amending Revolving Line of Credit Note, dated June 30, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.60 | | | Addendum #4 to Commitment Letter, dated June 30, 2016, by and between the Company and Michael J. Hanson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.61 | | | Addendum #1 to Demand Promissory Note, dated June 30, 2016, by and between Cachet Financial Solutions Inc. and Michael J. Hanson (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.62 | | | Mutual Termination and Release Agreement, dated July 1, 2016, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 1, 2016) | |
10.63 | | | Prepaid Card Marketing and Technology Development Agreement, dated July 11, 2016, by and between Cachet Financial Solutions Inc. and Central Bank of Kansas City (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 10-Q filed on August 15, 2016) | |
10.64 | | | Convertible Promissory Note, dated July 13, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.65 | | | Convertible Promissory Note, dated July 14, 2016, issued by the Company to Michael J. Hanson (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.66 | | | Warrant, dated July 13, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
10.67 | | | Warrant, dated July 14, 2016, issued by the Company to Michael J. Hanson (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on July 15, 2016) | |
Exhibit No.
|
| |
Description
|
|
10.68 | | | Securities Purchase Agreement, dated August 11, 2016, by and among the Company, Columbus Capital Partners L.P. and Columbus Capital QP Partners, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.69 | | | Convertible Term Promissory Note, dated August 11, 2016, issued by the Company to Columbus Capital Partners L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.70 | | | Convertible Term Promissory Note, dated August 11, 2016, issued by the Company to Columbus Capital QP Partners L.P. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.71 | | | Warrant to Purchase Common Stock, dated August 11, 2016, issued by the Company to Columbus Capital Partners L.P. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.72 | | | Warrant to Purchase Common Stock, dated August 11, 2016, issued by the Company to Columbus Capital QP Partners L.P. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.73 | | | Securities Purchase Agreement, dated August 12, 2016, by and among the Company, Michael J. Hanson and James L. Davis (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.74 | | | Convertible Term Promissory Note, dated August 12, 2016, issued by the Company to Michael J. Hanson (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.75 | | | Convertible Term Promissory Note, dated August 12, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.76 | | | Warrant to Purchase Common Stock, dated August 12, 2016, issued by the Company to Michael J. Hanson (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.77 | | | Warrant to Purchase Common Stock, dated August 12, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on August 16, 2016) | |
10.78 | | | Promissory Note, dated August 22, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2016) | |
10.79 | | | Warrant to Purchase Common Stock, dated August 22, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2016) | |
10.80 | | | Warrant to Purchase Common Stock, dated September 15, 2016, issued by the Company to James L. Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 16, 2016) | |
10.81 | | | Warrant to Purchase Common Stock, dated September 15, 2016, issued by the Company to FLMM Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 16, 2016) | |
10.82 | | | Warrant to Purchase Common Stock, dated September 15, 2016, issued by the Company to Jon D. & Linda W. Gruber Trust (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 16, 2016) | |
Exhibit No.
|
| |
Description
|
|
10.83 | | | Warrant to Purchase Common Stock, dated September 19, 2016, issued by the Company to Scarsdale Equities LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2016) | |
21 | | | List of Subsidiaries (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed on April 14, 2015) | |
23.1 | | | Consent of Independent Registered Public Accounting Firm of Lurie, LLP (filed herewith) | |
23.2* | | | Consent of Davies Ward Phillips & Vineberg LLP (included with Exhibit 5) | |
24* | | | Power of Attorney | |
101.0 | | | Financials in XBRL Format (filed herewith) | |
| | | | CACHET FINANCIAL SOLUTIONS, INC. | | |||
| | | | | ||||
| | | | By: | | | /s/ Jeffrey C. Mack | |
| | | | | | |
Jeffrey C. Mack
Chief Executive Officer |
|
Name
|
| |
Title
|
| |
Date
|
|
/s/ Jeffrey C. Mack
Jeffrey C. Mack
|
| | Director (Chairman), Chief Executive Officer and President (Principal Executive Officer) | | |
September 20, 2016
|
|
*
Bryan D. Meier
|
| | Chief Financial Officer and Executive Vice President (Principal Financial and Accounting Officer) | | |
September 20, 2016
|
|
*
James L. Davis
|
| | Director | | |
September 20, 2016
|
|
*
Michael J. Hanson
|
| | Director | | |
September 20, 2016
|
|
*
Rod Jardine
|
| | Director | | |
September 20, 2016
|
|
*
Darin P. McAreavey
|
| | Director | | |
September 20, 2016
|
|
*
Ruth Owades
|
| | Director | | |
September 20, 2016
|
|
*
Liyuan Woo
|
| | Director | | |
September 20, 2016
|
|
*
James J. Spencer
|
| | Director | | |
September 20, 2016
|
|
*
Robin S. O’Connell
|
| | Director | | |
September 20, 2016
|
|
*By: /s/ Jeffrey C. Mack | | | |||||
Name: Jeffrey C. Mack
Title: Attorney-in-fact |
| | | ||||
Date: September 20, 2016 | | | |
1 Year Cachet Financial Solutions, Inc. Chart |
1 Month Cachet Financial Solutions, Inc. Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions