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 27, 2016
GENERAL CANNABIS CORP
(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
N/A
(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 8.01
Other Events.
On December 27, 2016, General Cannabis Corp (the “Company”) issued a press release announcing the effectiveness of its resale registration statement on Form S-1 relating to the sale of up to 9,000,000 shares of the Company’s common stock that may be issued to certain warrant holders upon the exercise of such warrants.
The full text of the press release is attached hereto as exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
99.1 |
| Press release dated December 27, 2016 regarding effectiveness of resale Form S-1. |
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 30, 2016
| General Cannabis Corporation | |
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| By: | /s/ Robert L. Frichtel |
| Name: | Robert L. Frichtel |
| Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
| Description |
99.1 |
| Press release dated December 27, 2016 regarding effectiveness of resale Form S-1. |
Exhibit 99.1
General Cannabis S-1 Registration Statement Declared Effective by SEC
DENVER, Dec. 27, 2016 – General Cannabis Corp (“General Cannabis” or the “Company”) (OTCQB: CANN) announced today that its Form S-1 resale registration statement relating to the sale of up to 9,000,000 shares of the common stock of the Company by certain selling securities holders (the “S-1”) has been declared effective by the U.S. Securities and Exchange Commission.
The S-1 will, while effective, permit the selling security holders of General Cannabis to resell shares of common stock of the Company issuable upon exercise of warrants, as described in the registration statement, subject to the prospectus delivery requirements of the Securities Act of 1933, as amended.
General Cannabis will not receive any proceeds from the sale of the common shares by the selling security holders. Upon the cash exercise of the warrants, General Cannabis will receive the exercise price of the warrants.
The S-1 resale registration statement does not necessitate that the selling security holders sell any shares of common stock acquired as a result of exercising the warrants.
The offering of the shares of common stock may only be made by means of a prospectus. A registration statement relating to the shares has been declared effective by the Securities and Exchange Commission. The registration statement may be accessed electronically through the SEC's website at www.sec.gov. A copy of the prospectus related to the offering may also be obtained from General Cannabis by writing to 6565 East Evans Ave, Denver, Colorado 80224 or by calling (303) 759-1300.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities.
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. Our website address is www.generalcann.com.
Contact:
Robert Frichtel
CEO – General Cannabis Corp
(303) 759-1300
Safe Harbor
This press release contains forward-looking statements, which relate to future events or are otherwise not descriptions of historical facts. Any such statements may include the words “believes,” “should,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the S-1, as well as General Cannabis’ most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on the SEC website at www.sec.gov. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.