Exhibit 99.2
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): April 29, 2015
ADVANCED CANNABIS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado | 000-54457 | 20-8096131 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6565 E. Evans Avenue |
| 80224 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (303) 759-1300
Check the appropriate box below if the Form 8-K 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
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 3.02
Unregistered Sales of Equity Securities.
As previously disclosed on the Current Report on Form 8-K filed by Advanced Cannabis Solutions, Inc. D/B/A General Cannabis Corporation (the “Company”) on August 5, 2014, the Company and Michael Feinsod entered into an Executive of Board and Director Agreement (the “Feinsod Agreement”).
On April 28, 2015, pursuant to the Feinsod Agreement, the Company issued 1,000,000 shares of its common stock to Infinity Capital, LLC (an entity controlled by Mr. Feinsod) as a result of the uplisting of the Company’s common stock to the OTC Market’s Pink Sheets on April 28, 2015. These securities were issued to Infinity Capital, LLC in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01
Regulation FD Disclosure
On April 28, 2015, the Company issued a press release regarding its uplisting to the OTC Market, a copy of which is attached hereto as Exhibit 99.1, and on April 29, 2015, the Company also issued a new investor presentation, a copy of which is attached hereto as Exhibit 99.2. The Company intends to file an application for quotation of its common stock on the OTCQB.
The information contained in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
| Description |
99.1 |
| Press release dated April 28, 2015 |
99.2 |
| Advanced Cannabis Solutions, Inc. d/b/a General Cannabis Corporation Investor Presentation dated April 29, 2015 |
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 thereunto duly authorized.
Dated: April 29, 2015
| ADVANCED CANNABIS SOLUTIONS, INC. | |
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| By: | /s/ Robert L. Frichtel |
| Name: | Robert L. Frichtel |
| Title: | Chief Executive Officer |
Exhibit 99.1
General Cannabis Announces Relisting to OTCBB
DENVER, Colorado. (April 28, 2015) – Advanced Cannabis Solutions d/b/a General Cannabis Corporation (CANN) today announced that its common stock has resumed quotation on the OTC Markets. The company’s common stock began trading under the symbol “CANN” at the opening of trading on Tuesday April 28 2015.
“We are pleased to reach this important corporate milestone. CANN has made significant progress spanning all areas of the organization over the last year and re-listing on the OTC Markets will allow us to communicate this progress with a broader audience. We are now better positioned to enhance stock liquidity and attract institutional investors, which we believe will fundamentally enhance the value of our company,” said Michael Feinsod, CANN’s Chairman of the Board.
Robert Frichtel, CEO of General Cannabis, stated, "General Cannabis is pleased to have its stock actively quoted on the OTC Markets again. We can now focus on the future of building our company, supporting the legal cannabis industry, and building shareholder value. We believe that relisting will enhance liquidity and boost our profile, which should benefit all stakeholders.”
About General Cannabis Corporation
General Cannabis Corporation provides services to the regulated cannabis industry throughout the United States. We lease growing space and related facilities (commercial real estate and equipment) to licensed cannabis business operators for their production needs.
We are pursuing ancillary business products and services including customized finance, capital formation, banking, regulatory compliance consulting, security and advanced logistical support for grow operations.
As previously announced, Advanced Cannabis Solutions, Inc. intends to seek shareholder approval to change its name to General Cannabis Corporation. The Company expects to effect the name change this spring in connection with its annual shareholders' meeting.
www.generalcann.com
Contact:
Robert Frichtel, CEO
GCC, Inc.
(303) 759-1300
Forward Looking Statements Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including the risks identified in the Company's filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Risk Factors contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Exhibit 99.2