| SCHEDULE 13G | |
| CUSIP NO. 00750W101 | PAGE 1 OF 5 PAGES |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CACHET FINANCIAL SOLUTIONS, INC.
(Name of Issuer)
Common Stock, $ .0001par value
(Title of Class of Securities)
00750W101
(CUSIP Number)
January 28, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
| SCHEDULE 13G | |
| CUSIP NO. 00750W101 | PAGE 2 OF 5 PAGES |
| 1. | NAME OF REPORTING PERSON | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
| Scarsdale Equities LLC | ||
| 20-2036440 | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (A) | ¨ | |
| (B) | ¨ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| New York | ||
| 5. | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | ||
| BENEFICIALLY | 6. | SHARED VOTING POWER |
| OWNED BY | ||
| EACH | 5,976,746 (2) | |
| REPORTING | ||
| PERSON | 7. | SOLE DISPOSITIVE POWER |
| WITH: | ||
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 5,976,746 (2) | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 5,976,746 (2) | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 17.41% (1) (See Item 4) | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| BD | ||
| SCHEDULE 13G | |
| CUSIP NO. 00750W101 | PAGE 3 OF 5 PAGES |
| Item 1(a). | Name of Issuer: |
Cachet Financial Solutions, Inc. a Delaware corporation (the "Issuer")
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
18671 Lake Drive East
Southwest Tech Center A
Minneapolis, MN 55317
| Item 2(a). | Name of Person Filing: |
Scarsdale Equities LLC
| Item 2(b). | Address of Principal Business Office: |
10 Rockefeller Plaza, Suite 720
New York, NY 10020
| Item 2(c). | Place of Organization or Citizenship: |
New York
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value per share, of the Issuer (the "Common Stock")
| Item 2(e). | CUSIP Number: 00750W101 |
| Item 3. | This Statement is filed pursuant to Rule 13d-1(b). The Person Filing is: |
| (a) | x | Broker or dealer registered under Section 15 of the Act |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act |
| (c) | ¨ | Insurance company defined in Section 3(a)(19) of the Act |
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act |
| (e) | ¨ | Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
| (f) | ¨ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
| (g) | ¨ | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act |
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J) |
| SCHEDULE 13G | |
| CUSIP NO. 00750W101 | PAGE 4 OF 5 PAGES |
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: 5,976,746 shares(2) |
| (b) | Percent of Class: 17.41%(1) |
(1) Based on 34,337,809 shares of Common Stock outstanding calculated based on 30,300,179 shares of Common Stock outstanding, as of August 12, 2015, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed on August 12, 2015 and 2,820,175 Common Stock shares issuable upon the exercise of certain warrants and 1,217,455 Common Stock shares issuable upon the conversion of certain preferred stock.
| (c) | Number of Shares as to which the Person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote: |
5,976,746 (2)
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
5,976,746(2)
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. | Ownership of More Than Five 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: |
Not applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable
| Item 9. | Notice of Dissolution of Group: |
Not applicable
| (2) | Includes 1,924,116 shares of Common Stock which are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933 and 15,000 shares of free trading Common Stock and also includes 1,217,455 shares of Common Stock issuable upon the conversion of certain preferred stock and 2,820,175 shares of Common Stock issuable upon the exercise of certain warrants, held by managed accounts. The Reporting Person has discretionary trading authority over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest thereof. |
| SCHEDULE 13G | |
| CUSIP NO. 00750W101 | PAGE 5 OF 5 PAGES |
| Item 10. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes of effect.
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: September 16, 2015
| SCARSDALE EQUITIES LLC | ||
| By: | /s/ Wade Black | |
| Name: Wade Black | ||
| Title: Chief Operating Officer | ||