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 11, 2016
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 |
| 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
Item 7.01
Regulation FD Disclosure.
On April 11, 2016, General Cannabis Corp (the “Company”) issued a press release announcing the re-launch of GC Supply. A copy of the press release issued by the Company is attached hereto and incorporated by reference in its entirety as Exhibit 99.1.
On April 13, 2016, the Company issued a press release announcing that it was entering into agreements with holders of the Company’s indebtedness extending such debt.
The information contained in this Item 7.01 of the Company’s 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 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.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit |
| Description |
99.1 |
| Press Release dated April 11, 2016 |
99.2 |
| Press Release dated April 13, 2016 |
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 14, 2016
| GENERAL CANNABIS CORP | |
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| By: | /s/ Robert L. Frichtel |
| Name: | Robert L. Frichtel |
| Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
| Description |
99.1 |
| Press Release dated April 11, 2016 |
99.2 |
| Press Release dated April 13, 2016 |
Exhibit 99.1
GENERAL CANNABIS ANNOUNCES RE-LAUNCH OF GC SUPPLY
Denver, CO, April 11, 2016, General Cannabis Corp (OTCQB-CANN) is pleased to announce the re-launching of GC Supply, dedicated to providing wholesale equipment and supplies to participants in the regulated cannabis industry. GC Supply provides turnkey sourcing and stocking services to new and existing cultivation, retail and infused products manufacturing facilities. Offerings will include infrastructure, equipment, consumables, various delivery technologies (vaporizers and capsules) and compliance packaging. Customers will also benefit from access to the expertise of our Next Big Crop division.
We are pleased with the re-launching of this service and anticipate a significant increase from our historical sales levels. Based on our current customer pipeline, we currently expect calendar 2016 wholesale revenues to exceed $750,000.
GC Supply will leverage our unique distribution system in Colorado, as well as in other states nationally. The synergies between GC Supply and CANN’s current employee base, provides the opportunity for just-in-time delivery and other services that only General Cannabis can deliver. We plan to seek additional acquisitions that are complimentary to these product offerings.
For more information on GC Supply, call Rich Cardinal at 303-759-1300 or by email at GCSupply@generalcann.com.
About
General Cannabis Corporation is the all-in-one resource for the highest quality service providers available to the regulated Cannabis Industry. We are a trusted partner to the cultivation, production and retail side of the cannabis business. We do this through a combination of strong operating divisions such as real estate, consulting, security, financing and the distribution of important infrastructure products to grow facilities and dispensaries. As a synergistic holding company, our subsidiaries are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed.
Safe Harbor
This presentation contains forward-looking statements which relate to future events or General Cannabis’ future performance or financial condition. Any statements that are not statements of historical fact (including statements containing the words “believes,” “should,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward looking statements as result of a number of factors, including those described from time to time in General Cannabis’ filings with the Securities and Exchange Commission. General Cannabis undertakes no duty to update any forward-looking statements made herein.
Contact
Robert Frichtel
CEO – General Cannabis Corp
(303) 759-1300
Exhibit 99.2
GENERAL CANNABIS ANNOUNCES AGREEMENTS TO EXTEND EXISTING DEBT
DENVER, CO, April 13, 2016 – General Cannabis Corporation (OTCQB: CANN) today announced that it has reached agreements with substantially all of the holders of its existing indebtedness to dates beyond January 2017. Subject to certain conditions, the Company expects the restructuring transactions to close by April 30, 2016.
The maturity dates of all indebtedness are expected to be extended to at least January 31, 2017 on substantially the same terms and conditions as the previous debt arrangements. The refinancings are not expected to contain any material changes to existing covenants or other terms of the respective credit facilities, beyond those described above. In connection with the refinancings, the Company will issue warrants to purchase its common stock at $1.07 per share. The warrants will have a one-year term. General Cannabis anticipates issuing a total of approximately 750,000 warrants in connection with the refinancings. The Company anticipates certain fees and noncash expenses associated with the transaction, but does not expect to incur any prepayment premiums as a result of the refinancing.
“We appreciate our lenders’ confidence in General Cannabis and in our ability to continue to execute our business plan. These modifications extend all maturities until at least 2017 allowing management to focus on current operational objectives” said Robert Frichtel, Chief Executive Officer. "These transactions are an important part of the financial management component of our business plan”, continued Frichtel. "The extensions provides us with time and additional flexibility to pursue organic growth opportunities and shareholder-enhancing initiatives."
“Having built the premier platform in the cannabis industry, we are now focusing on future expansion and acquisitions. These refinancings give us the flexibility to pursue numerous strategic opportunities” noted Executive Chairman Michael Feinsod. He continued “We are excited about the future for General Cannabis.”
The Company internally managed the restructuring negotiations. General Cannabis was advised by Sichenzia Ross Friedman Ference LLP in the refinancing process..
About
General Cannabis Corporation is the all-in-one resource for the highest quality service providers available to the regulated Cannabis Industry. We are a trusted partner to the cultivation, production and retail side of the cannabis business. We do this through a combination of strong operating divisions such as real estate, consulting, security, financing and the distribution of important infrastructure products to grow facilities and dispensaries. As a synergistic holding company, our subsidiaries are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed.
Safe Harbor
This presentation contains forward-looking statements which relate to future events or General Cannabis’ future performance or financial condition. Any statements that are not statements of historical fact (including statements containing the words “believes,” “should,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward looking statements as result of a number of factors, including those described from time to time in General Cannabis’ filings with the Securities and Exchange Commission. General Cannabis undertakes no duty to update any forward-looking statements made herein.
Contact
Robert Frichtel
CEO – General Cannabis Corp
(303) 759-1300