UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 2)



(Mark
One)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2014



or



[  ]
TRANSITION 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: None



Securities
registered pursuant to Section 12(g) of the Act: Common stock, $.0001 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. [  ]
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. [  ]
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 [  ] 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 [  ]
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. [  ]



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 [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company
[X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [  ] 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, 2014 was approximately $0. As of April 13, 2015, there were 21,995,190 shares of our common stock outstanding.As of November 13, 2015, there were 31,649,924 shares of our common stock 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, 2014 (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 April
14, 2015 (the “Original Report”), and (ii) the related consolidated financial statements and notes, which are identical
to those contained in the Original Report other than with respect to Note 1 to such consolidated financial statements. The financialstatements and notes thereto are qualified by, and should be read together with, the financial statements, related notes,
and additional disclosure provided in our Quarterly Report on Form 10-Q filed on November 13, 2015.



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. |  | Description                                                                                                                                                                         
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                     
|99.1            |  | Consolidated
    Financial Statements of Cachet Financial Solutions, Inc. and subsidiary as of December 31, 2014 and 2013, 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              |  | November
    19, 2015
| | Jeffrey
    C. Mack                  |  |                      
| | Chief
    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 November 19, 2015.



| | /s/
    Jeffrey C. Mack     |  | November
    19, 2015
| | --------------------------- |  | ---------------------
| | Jeffrey
    C. Mack         |  |                      
| | Chief
    Executive Officer |  |                      



| | /s/
    Darin P. McAreavey  |  | November
    19, 2015
| | --------------------------- |  | ---------------------
| | Darin
    P. McAreavey      |  |                      
| | Chief
    Financial Officer |  |                      



| | /s/
    James L. Davis |  | November
    19, 2015
| | ---------------------- |  | ---------------------
| | James
    L. Davis     |  |                      
| | Director               |  |                      



| | /s/
    Michael J. Hanson |  | November
    19, 2015
| | ------------------------- |  | ---------------------
| | Michael
    J. Hanson     |  |                      
| | Director                  |  |                      



| | /s/
    Rod Jardine |  | November
    19, 2015
| | ------------------- |  | ---------------------
| | Rod
    Jardine     |  |                      
| | Director            |  |