1
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Names
of reporting persons
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|
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James
L. Davis
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2
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Check
the appropriate box if a member of a group (see instructions)
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(a)
[ ]
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(b)
[ ]
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3
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SEC
use only
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|
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4
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Citizenship
or place of organization
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|
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United
States of America
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5
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Sole
voting power
|
|
|
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Number
of
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16,435,062*
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shares
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6
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Shared
voting power
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beneficially
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owned
by each
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27,060*
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reporting
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7
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Sole
dispositive power
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person
with:
|
|
|
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16,435,062*
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8
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Shared
dispositive power
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|
|
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27,060*
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9
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Aggregate
amount beneficially owned by each reporting person
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|
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16,462,122*
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10
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]
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11
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Percent
of class represented by amount in Row (9)
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30.4%**
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12
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Type
of reporting person (see instructions)
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IN
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*
See Item 4(a) of this Schedule 13G.
**
See Item 4(b) of this Schedule 13G.
Item
1(a).
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Name
of issuer:
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Cachet
Financial Solutions, Inc. (“
Issuer
”)
Item
1(b).
|
Address
of issuer’s principal executive offices:
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18671
Lake Drive East, Southwest Tech Center A, Minneapolis, MN 55317
2(a).
|
Name
of person filing:
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James
L. Davis
2(b).
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Address
or principal business office or, if none, residence:
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6446
Flying Cloud Drive, Eden Prairie, MN 55344
United
States of America
2(d)
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Title
of class of securities:
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Common
stock, par value of $0.0001 per share (“
Common Shares
”)
The
CUSIP number of the Common Shares is 00750W101.
Item
3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person
filing is a:
Not
applicable.
(a)
[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
(e)
[ ] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
(f)
[ ] An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
(g)
[ ] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
(h)
[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a–3);
(j)
[ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ] Group, in accordance with §240.13d–1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:
____
Item
4. Ownership
(a)
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Amount
beneficially owned:
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This
Schedule 13G is filed in connection with a reverse merger (the “
Merger
”) that was consummated on February 12,
2014 by Issuer, a corporation formed as a “blank check” company under the name “DE Acquisition 2, Inc.”
with the sole purposes of seeking to become a public reporting company through a merger transaction. Pursuant to the Merger, Issuer
acquired the business of Cachet Financial Solutions Inc., a Minnesota corporation (“
Subsidiary
”) and each share
of common stock of Subsidiary issued and outstanding immediately prior to the effective time of the Merger was converted into
the right to receive 10.9532 validly issued, fully paid and non-assessable shares of Issuer’s common stock.
As
of immediately prior to the consummation of the Merger, on February 12, 2014, Mr. Davis beneficially owned 1,955,881 shares of
common stock of Subsidiary, representing approximately 28.4% of the issued and outstanding shares of common stock of Subsidiary
as of immediately prior to the consummation of the Merger on February 12, 2014 (based on the information provided to Mr. Davis
by Subsidiary), of which (i) 1,802,845 shares of common stock of Subsidiary were directly beneficially owned by Mr. Davis, (ii)
125,976 shares of common stock of Subsidiary were beneficially owned by Davis & Associates, Inc. 401(k) Profit Sharing Plan,
Mr. Davis’ self-directed retirement account plan (“
Davis Retirement Plan
”), and (iii) 27,060 shares of
common stock of Subsidiary were beneficially owned by Ms. Dana Davis, Mr. Davis’ spouse (“
Ms. Davis
”),
either personally or through her individual retirement account, beneficial ownership of which Mr. Davis disclaims.
As
of immediately after the consummation of Issuer’s initial public offering, on July 14, 2014, Mr. Davis beneficially owned
5,497,313 Common Shares, representing approximately 28.8% of the issued and outstanding Common Shares as of immediately after
the consummation of Issuer’s initial public offering, on July 14, 2014 (based on the information provided to Mr. Davis by
Issuer), of which (i) 5,344,277 Common Shares were directly beneficially owned by Mr. Davis, (ii) 125,976 Common Shares were beneficially
owned by Davis Retirement Plan, and (iii) 27,060 Common Shares were beneficially owned by Ms. Davis, either personally or through
her individual retirement account, beneficial ownership of which Mr. Davis disclaims.
As
of December 31, 2014, Mr. Davis beneficially owned 6,128,745 Common Shares, representing approximately 31.3% of the issued and
outstanding Common Shares as of December 31, 2014 (based on the information provided in Issuer’s Annual Report on Form 10-K
filed with the SEC on April 14, 2015), of which (i) 5,975,709 Common Shares were directly beneficially owned by Mr. Davis, (ii)
125,976 Common Shares were beneficially owned by Davis Retirement Plan, and (iii) 27,060 Common Shares were beneficially owned
by Ms. Davis, either personally or through her individual retirement account, beneficial ownership of which Mr. Davis disclaims.
As
of December 31, 2015, Mr. Davis beneficially owned 10,027,023 Common Shares (of which 3,573,292 Common Shares are issuable upon
the conversion of shares of Series C Convertible Preferred Stock of Issuer), representing approximately 24.3% of the issued and
outstanding Common Shares as of December 31, 2015 (based on the information provided in Issuer’s Annual Report on Form 10-K
filed with the SEC on April 14, 2016), of which (i) 7,947,819 Common Shares were directly beneficially owned by Mr. Davis, (ii)
676,309 Common Shares were beneficially owned by Davis Retirement Plan, (iii) 1,375,834 Common Shares were beneficially owned
by Davis & Associates, Inc., an affiliate of Mr. Davis (“
Davis & Associates
”), and (iv) 27,060 Common
Shares were beneficially owned by Ms. Davis, either personally or through her individual retirement account, beneficial ownership
of which Mr. Davis disclaims.
As
of May 24, 2016, Mr. Davis beneficially owned 14,771,132 Common Shares (of which 3,716,567 Common Shares are issuable upon the
conversion of shares of Series C Convertible Preferred Stock of Issuer), representing approximately 27.7% of the issued and outstanding
Common Shares as of May 24, 2016 (based on the information provided in Issuer’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on June 14, 2016), of which (i) 12,646,752 Common Shares were directly beneficially owned by Mr. Davis, (ii)
689,218 Common Shares were beneficially owned by Davis Retirement Plan, (iii) 1,408,102 Common Shares were beneficially owned
by Davis & Associates, and (iv) 27,060 Common Shares were beneficially owned by Ms. Davis, either personally or through her
individual retirement account, beneficial ownership of which Mr. Davis disclaims.
On
July 13, 2016, Mr. Davis acquired from Issuer a convertible promissory note in the principal amount of $360,000 and a warrant
to purchase up to 300,000 Common Shares in exchange for an aggregate purchase price of $300,000. The convertible note is not convertible
for six months after the issuance date and unless an event of default has occurred under the note. The warrant is exercisable
for a period of five years from the issuance date of the warrant.
As
of July 18, 2016, Mr. Davis beneficially owned 16,462,122 Common Shares (of which 3,753,690 Common Shares are issuable upon the
conversion of shares of Series C Convertible Preferred Stock of Issuer as of June 30, 2016), representing approximately 30.4%
of the issued and outstanding Common Shares as of May 24, 2016 (based on the information provided in Issuer’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on June 14, 2016), of which (i) 14,318,537 Common Shares were directly beneficially
owned by Mr. Davis, (ii) 700,061 Common Shares were beneficially owned by Davis Retirement Plan, (iii) 1,416,464 Common Shares
were beneficially owned by Davis & Associates, and (iv) 27,060 Common Shares were beneficially owned by Ms. Davis, either
personally or through her individual retirement account, beneficial ownership of which Mr. Davis disclaims.
As
of July 18, 2016, Mr. Davis beneficially owned approximately 30.4% of the issued and outstanding Common Shares, based on an aggregate
of 42,203,643 Common Shares issued and outstanding as of May 24, 2016 (based on the information provided in Issuer’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on June 14, 2016).
(c)
|
Number
of shares as to which the person has:
|
|
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(i)
|
Sole
power to vote or to direct the vote:
|
Mr.
Davis has the sole power to vote or to direct the vote of 16,435,062 Common Shares.
(ii)
|
Shared
power to vote or to direct the vote:
|
Mr.
Davis shares the power to vote or to direct the vote of 27,060 Common Shares beneficially owned by Ms. Davis.
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
Mr.
Davis has the sole power to dispose or to direct the disposition of 16,435,062 Common Shares.
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
Mr.
Davis shares the power to dispose or to direct the disposition of 27,060 Common Shares beneficially owned by Ms. Davis.
Item
5. Ownership of 5 Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [ ].
Item
6. Ownership of More than 5 Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
July 18, 2016
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/s/
James L. Davis
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JAMES
L. DAVIS
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