0001445866-17-000095.txt : 20170130 0001445866-17-000095.hdr.sgml : 20170130 20170130162112 ACCESSION NUMBER: 0001445866-17-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170124 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANNASYS INC CENTRAL INDEX KEY: 0001417028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880367706 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54476 FILM NUMBER: 17557734 BUSINESS ADDRESS: STREET 1: 1350 17TH STREET SUITE 150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 800-420-4866 MAIL ADDRESS: STREET 1: 1350 17TH STREET SUITE 150 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Thermal Tennis Inc. DATE OF NAME CHANGE: 20071031 8-K 1 cannasys8k01302017.htm 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  January 24, 2017


CANNASYS, INC.
(Exact name of registrant as specified in its charter)
         
Nevada
  
000-54476
  
88-0367706
(State or other jurisdiction of
  
(Commission File Number)
  
(IRS Employer
incorporation or organization)
      
Identification No.)
         
1350 17th Street, Suite 150
    
Denver, Colorado
  
80202
(Address of principal executive offices)
  
(Zip code)
     
Registrant's telephone number, including area code:
  
Phone: (720) 420-1290
     
n/a
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

Between January 20 and January 30, 2017, CannaSys, Inc. issued 119,700,000 shares of its common stock to two investors pursuant to the terms of their respective outstanding convertible promissory notes. The convertible promissory notes were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Each of the investors is either an "accredited investor" as defined in Rule 501(a) of Regulation D or a sophisticated investor able to bear the risks of the investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

The following table reflects the amounts of principal converted, and the corresponding number of shares issued, in connection with outstanding convertible promissory notes:

Date
Note Holder
Price
Shares Issued
  
Amount Converted
           
01/24/2017
Kodiak Capital Group LLC
$0.0004
77,000,000
  
$30,800.00
01/30/2017
Auctus Fund LLC
0.0004
42,700,000
  
17,080.00
     
119,700,000
  
$47,880.00


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
CANNASYS, INC.
   
     
Dated: January 30, 2017
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer