0001398432-15-000418.txt : 20151204 0001398432-15-000418.hdr.sgml : 20151204 20151204123137 ACCESSION NUMBER: 0001398432-15-000418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151202 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20151204 DATE AS OF CHANGE: 20151204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CANNABIS CORP CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54457 FILM NUMBER: 151269420 BUSINESS ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: (719) 748-5603 MAIL ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: Advanced Cannabis Solutions, Inc. DATE OF NAME CHANGE: 20131023 FORMER COMPANY: FORMER CONFORMED NAME: Promap Corp DATE OF NAME CHANGE: 20091117 8-K 1 a12838.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): December 2, 2015


GENERAL CANNABIS CORP

 (Exact Name of Registrant as Specified in Charter)


Colorado

000-54457

90-1072649

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


6565 E. Evans Avenue
Denver, Colorado

 

80224

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (303) 759-1300


(Former name or former address, if changed since last report)


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




FORWARD-LOOKING STATEMENTS


This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.


Item 1.02     Termination of a Material Definitive Agreement.

Item 7.01     Regulation FD Disclosure.

Item 8.01     Other Events.


As previously disclosed, General Cannabis Corp., a Colorado corporation (the “Company”), offered and sold 12% secured convertible promissory notes (the “Notes”) to accredited investors during December 2013 and January 2014. Section 3(a) of the Notes provided for automatic conversion (“Automatic Conversion”) of the outstanding principal of the Notes into shares of the Company’s common stock, no par value per shares, at a conversion price of $5.00 per share (the “Conversion Price”), at any time after December 1, 2015, if certain equity conditions (the “Equity Conditions”) had occurred by that date.


On December 2, 2015, having determined that the Equity Conditions had been satisfied, the Company effectuated the Automatic Conversion. It issued an aggregate of 266,000 shares of common stock (the “Conversion Shares”) to twenty-five Note holders at the Conversion Price in exchange for an aggregate of $1,330,000 outstanding principal of the Notes. Upon completion of the Automatic Conversion, as provided in the Notes, the Company has been released from all obligations and liabilities under the Notes. The Conversion Shares were issued in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended.




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: December 4, 2015



 

GENERAL CANNABIS CORP

 

 

 

 

 

 

 

By:

/s/ Robert L. Frichtel

 

Name:

Robert L. Frichtel

 

Title:

Chief Executive Officer