0001398432-17-000142.txt : 20170918 0001398432-17-000142.hdr.sgml : 20170918 20170918152203 ACCESSION NUMBER: 0001398432-17-000142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170915 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170918 DATE AS OF CHANGE: 20170918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CANNABIS CORP CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] 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: 171089858 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 a14064.htm FORM 8-K 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): September 18, 2017 (September 15, 2017)


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
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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On September 15, 2017, the board of directors (the “Board”) of General Cannabis Corp (the “Company”) appointed Brian Andrews, 54 , as the Chief Financial Officer, and Principal Financial and Accounting Officer of the Company, with such appointment effective as of such date.


Prior to his appointment as Chief Financial Officer, Mr. Andrews served as the Company’s Vice President of Finance since January 2017. From August 2013 to January 2017, Mr. Andrews worked for NOW CFO, LLC, where he provided accounting and finance consulting services to numerous public and private companies, including General Cannabis Corp from September 2015 through January 2017. While at NOW CFO, Mr. Andrews was responsible for his clients’ SEC filings, implementing management reporting, due diligence and process improvements. From November 2011 to July 2013, Mr. Andrews served as corporate controller for Mesa Labs, Inc., a public medical device company, where he was responsible for SEC filings, Sarbanes-Oxley compliance, management reporting, acquisition due diligence and integration, and oversight of all accounting functions. Mr. Andrews also has fifteen years of experience as an auditor, most recently with PricewaterhouseCoopers LLC as a director in their audit practice, serving both public and private companies. He is licensed as a certified public accountant in the state of Colorado and holds a Bachelor of Science degree in Accounting with a minor in Finance from the University of Kansas.


In connection with his appointment, on September 15, 2017, Mr. Andrews was granted options to purchase 300,000 shares of the Company’s common stock, one-third of which vest immediately, one-third of which vest in six months and one-third of which vest in one year on each anniversary of such grant date. The exercise price of the stock options is $1.39 per share, which was the closing price of the Company’s common stock on September 15, 2017. Mr. Andrews will also receive quarterly grants to purchase an additional 25,000 shares of the Company’s common stock for eight quarters beginning in the fourth quarter of 2017, for a total of 200,000 options over two years.


A copy of the Company’s press release announcing the appointment of Mr. Andrews is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits


(d)     Exhibits


Exhibit No.

 

Description

99.1

 

Press release dated September 18, 2017



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: September 18, 2017



 

GENERAL CANNABIS CORP

 

 

 

 

 

 

 

By:

/s/ Robert L. Frichtel

 

Name:

Robert L. Frichtel

 

Title:

Chief Executive Officer





EXHIBIT INDEX


Exhibit No.

 

Description

99.1

 

Press release dated September 18, 2017






 EX-99 2 exh99_01.htm PRESS RELEASE DATED SEPTEMBER 18, 2017 EXHIBIT 99.1

EXHIBIT 99.1


General Cannabis Announces the Appointment of a New Chief Financial Officer


DENVER, September 18, 2017 – General Cannabis Corp (OTCQB: CANN), the comprehensive national resource to the regulated cannabis industry, today announced the appointment of Brian Andrews as Chief Financial Officer, effective September 15, 2017.


Prior to his appointment as Chief Financial Officer, Mr. Andrews served as our Vice President of Finance since January 2017. From August 2013 to January 2017, Mr. Andrews worked for NOW CFO, LLC, where he provided accounting and finance consulting services to numerous public and private companies, including General Cannabis Corp from September 2015 through January 2017. While at NOW CFO, Mr. Andrews was responsible for his clients’ SEC filings, implementing management reporting, due diligence and process improvements. From November 2011 to July 2013, Mr. Andrews served as corporate controller for Mesa Labs, Inc., a public medical device company, where he was responsible for SEC filings, Sarbanes-Oxley compliance, management reporting, acquisition due diligence and integration, and oversight of all accounting functions. Mr. Andrews also has fifteen years of experience as an auditor, most recently with PricewaterhouseCoopers LLC as a director in their audit practice, serving both public and private companies. He is licensed as a certified public accountant in the state of Colorado and holds a Bachelor of Science degree in Accounting with a minor in Finance from the University of Kansas.


“Since joining us full time in January 2017, Brian has been instrumental in diving in and finding the story behind our financial results,” said Robert Frichtel, Chief Executive Officer of General Cannabis. “In a short period of time, he has already made an impact by identifying opportunities to improve the profitability of each of our operating segments. He is working closely with me and our segment managing directors to help set the future path of the Company.”


“Brian’s experience working with a variety of companies as a consultant and an auditor has allowed him to quickly understand the strengths and weaknesses of our operations,” said Michael Feinsod, Executive Chairman of General Cannabis. “He has been able to provide the board and me valuable forecasts and analyses, as well as being instrumental in evaluating the financial viability of potential acquisitions. We are excited to have Brian joining our senior management team as we continue the expansion of General Cannabis.”


About General Cannabis Corp


General Cannabis Corp is the comprehensive resource for the highest quality service providers available to the regulated cannabis industry. We are a trusted partner to the cultivation, production and retail sides of the cannabis business. We do this through a combination of strong operating divisions such as security, marketing, operational consulting and products, real estate and financing. As a synergistic holding company, our divisions 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.


Forward-looking Statements


This presentation contains forward-looking statements that relate to future events or General Cannabis’ future performance or financial condition. Such statements include statements regarding the opportunity for us to significantly expand our business; statements that we are well-positioned to acquire additional businesses or expand into new markets; statements that we expect to make more acquisitions; statements that we expect continued growth; statements that we are poised to continue relationship-based service; and statements that we plan to continue our active business of helping licensed producers. Any statements that are not statements of historical fact, such as the statements above and including statements containing the words “plans,” “anticipates,” “expects” 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