UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No. 2)





(Mark One)





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2013


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______________________ to ___________________





Commission File Number 000-53925


_____________________





CACHET FINANCIAL SOLUTIONS, INC.


(Exact name of registrant as specified in its charter)





Delaware

27-2205650(State of incorporation)

(I.R.S. Employer Identification No.)18671 Lake Drive East

Southwest Tech Center A

Minneapolis, MN

55317(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code:  (952) 698-6980





Securities registered pursuant to Section 12(b) of the Act:Title of Each Class

Name of Each Exchange on which RegisteredNone

N/A





Securities registered pursuant to Section 12(g) of the Act:  Common stock, no par value per share


_____________________





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   o Yes   x No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   o Yes   x No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days x Yes   o No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x Yes   o No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer,” large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o   Accelerated filer o   Non-accelerated filer oSmaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes   x No





The aggregate market value of the voting stock held by persons other than officers, directors and more than 5% stockholders of the registrant as of June 30, 2013 was approximately $0.  As of March 26, 2014, there were 6,333,248 shares of our common stock, no par value per share, outstanding.





DOCUMENTS INCORPORATED IN PART BY REFERENCE:None.








EXPLANATORY NOTE





This Amendment No. 2 to the Annual Report on Form 10-K of Cachet Financial Solutions, Inc. (the “Company”) for the fiscal year ended December 31, 2013 (the “Form 10-K”) is being filed solely to make available, in the form of exhibit 99.1 attached hereto, (i) a reissued and dual-dated audit report from the Company’s independent registered public accounting firm that removes the going concern qualification contained in the original report included within the Form 10-K filed on March 31, 2014 (the “Original Report”), and (ii) the related financial statements and notes, which are identical to those contained in the Original Report other than with respect to Note 1 to such financial statements.





This amendment does not restate any previously reported financial statements, results of operations or related financial data.





ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(b)   Exhibits





Exhibit No.
Description99.1
Financial Statements of Cachet Financial Solutions Inc. as of December 31, 2013 and 2012, and for the fiscal years then ended (filed herewith).











SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Cachet Financial Solutions, Inc./s/ Jeffrey C. Mack
August 6, 2014Jeffrey C. MackChief Executive Officer




SIGNATURES AND POWER OF ATTORNEY





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on August 6, 2014.





/s/ Jeffrey C. Mack
August 6, 2014Jeffrey C. MackChief Executive Officer





/s/ Darin P. McAreavey
August 6, 2014Darin P. McAreaveyChief Financial Officer





/s/ James L. Davis
August 6, 2014James L. DavisDirector





/s/ Michael J. Hanson
August 6, 2014Michael J. HansonDirector





Terril H. PetersonDirector