UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 000-54457
GENERAL CANNABIS CORP
(Exact name of registrant as specified in its charter)
COLORADO |
| 90-1072649 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
6565 E. Evans Avenue Denver, Colorado 80224 |
(Address of principal executive offices) |
Registrant's telephone number, including area code: (303) 759-1300
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in rule 12b-2 of the Exchange Act.
Large accelerated filer o |
| Accelerated filer o |
Non-accelerated filer o |
| Smaller reporting company þ |
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| Emerging Growth Company o |
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 pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on June 30, 2017, was $36,176,950.
As of March 5, 2018, the Registrant had 35,433,990 issued and outstanding shares of common stock.
Documents incorporated by reference: None.
TABLE OF CONTENTS
PART I |
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Explanatory Note | 3 | |
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PART IV |
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Item 15. | Exhibits, Financial Statement Schedules | 4 |
| Signatures | 6 |
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EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“Fiscal 2017”) of General Cannabis Corp (the “Company”), as originally filed with the Securities and Exchange Commission (“SEC”) on March 12, 2018 (the “Original Form 10-K”).
This Amendment No. 1 amends the Original Form 10-K. The sole purpose of this Amendment is to file the Hall & Company “Consent of Independent Registered Public Accounting Firm” which was inadvertently omitted from our Original Form 10-K. No other changes have been made to the Original Form 10-K as previously filed.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, updated certifications of the Company’s principal executive officer and principal financial officer are included as exhibits hereto.
Except as described above, this Amendment does not amend, update or change the consolidated financial statements, consents or any other items or disclosures contained in the Original Form 10-K and does not otherwise reflect events occurring after the original filing date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC subsequent to the filing of the Original Form 10-K.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following Exhibits are filed with this Report:
Exhibit Number |
| Exhibit Name |
1 |
| Securities Purchase Agreement (Incorporated by reference to Exhibit 1 to our Form 8-K filed on August 3, 2015) |
2.1 |
| Articles of Merger (Acquisition of shares in Advanced Cannabis Solutions) (Incorporated by reference to Exhibit 2 to our registration statement on Form S-1, File No. 333-163342) |
2.2 |
| Asset Purchase Agreement dated August 18, 2017, between General Cannabis Corp and Mile High Protection Services LLC (Incorporated by reference to Exhibit 2.1 to our Form 8-K filed on August 24, 2017) |
3.1 |
| Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1, File No. 333-163342) |
3.2 |
| Articles of Amendment (Incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1, File No. 333-163342) |
3.3 |
| Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to our registration statement on Form S-1, File No. 333-163342) |
3.4 |
| Bylaws (Incorporated by reference to Exhibit 3.4 to our registration statement on Form S-1, File No. 333-163342) |
3.5 |
| Articles of Amendment (name change) (Incorporated by reference to Exhibit 3.5 to our Form 8-K filed on September 30, 2014) |
3.6 |
| Articles of Amendment (name change) (Incorporated by reference to Exhibit 3.6 to our Form 8-K filed on June 18, 2015) |
4.1 |
| Senior Secured Note dated February 19, 2015 (Incorporated by reference to Exhibit 4.1 to our Form 8-K filed on February 24, 2015) |
4.2 |
| Warrant dated March 16, 2015 (Incorporated by reference to Exhibit 4.2 to our Form 8-K filed on March 31, 2015) |
4.3 |
| Senior Secured Note dated April 30, 2015 (Incorporated by reference to Exhibit 4.3 to our Form 8-K filed on May 1, 2015) |
4.4 |
| Secured Promissory Note (Incorporated by reference to Exhibit 4.4 to our Form 8-K filed on May 14, 2015) |
4.5 |
| Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 4.5 to our Form 8-K filed on April 6, 2016) |
4.6 |
| Amendment to Warrants to Purchase Shares of Common Stock (Incorporated by reference to Exhibit 4.6 to our Form 8-K filed on December 5, 2016) |
10.1 |
| Share Exchange Agreement (Incorporated by reference to Exhibit 10 to our Form 8-K filed on August 16, 2013.) |
10.2 |
| Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K/A filed on January 27, 2014) |
10.3 |
| Warrant (Series C) (Incorporated by reference to Exhibit 10.2 to our Form 8-K/A filed on January 27, 2014) |
10.4 |
| Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to our Form 8-K/A filed on January 27, 2014) |
10.5 |
| Form of Convertible Note (Incorporated by reference to Exhibit 10.4 to our Form 8-K/A filed on January 27, 2014) |
10.6 |
| Form of Guarantee (Incorporated by reference to Exhibit 10.5 to our Form 8-K/A filed on January 27, 2014) |
10.7 |
| Form of Security Agreement (Incorporated by reference to Exhibit 10.6 to our Form 8-K/A filed on January 27, 2014) |
10.8 |
| Amendment No.1 to the Securities Purchase Agreement and Amendment No.1 to the Warrant to Purchase Common Stock by and between the Company and Full Circle Capital Corporation dated September 24, 2014 (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on September 30, 2014) |
10.9 |
| Agreement Regarding Sale of Oil and Gas Mapping Business (Incorporated by reference to Exhibit 10.8 to our registration statement on Form S-1, File No. 333-193890) |
10.10 |
| Note and Deed of Trust (Pueblo County, Colorado purchase) (Incorporated by reference to Exhibit 10.9 to our registration statement on Form S-1, File No. 333-193890.) |
10.11 |
| Form of Convertible Note (Incorporated by reference to Exhibit 10.10 to our registration statement on Form S-1, File No. 333-193890) |
10.12 |
| Form of Series A Warrant (Incorporated by reference to Exhibit 10.11 to our registration statement on Form S-1, File No. 333-193890) |
10.13 |
| Form of Series B Warrant (Incorporated by reference to Exhibit 10.12 to our registration statement on Form S-1, File No. 333-193890) |
10.14 |
| Lease Agreement (Pueblo Property) (Incorporated by reference to Exhibit 10.13 to our registration statement on Form S-1, File No. 333-193890) |
10.15 |
| Promissory Note (the “Greenhouse”) (Incorporated by reference to Exhibit 10.14 to our registration statement on Form S-1, File No. 333-193890) |
10.16 |
| Common Stock Warrant dated October 21, 2014 (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on October 27, 2014) |
10.17 |
| Executive Chairman of the Board and Director Agreement between the Company and Michael Feinsod dated August 4, 2014 (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on August 5, 2014) |
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10.18 |
| Independent Contractor Agreement with Brian Kozel dated October 24, 2014 (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on November 24, 2014) |
10.19 |
| Asset Purchase Agreement by and among the Company, GC Security LLC and Iron Protection Group LLC (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 16, 2015) |
10.20 |
| Amendment No. 2 to Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on May 6, 2015. |
10.21 |
| Form of Security Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on May 14, 2015) |
10.22 |
| Form of 10% Warrant (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on May 14, 2015) |
10.23 |
| Employee Nonstatutory Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on July 16, 2015) |
10.24 |
| Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on August 3, 2015) |
10.25 |
| Asset Purchase Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on October 1, 2015) |
10.26 |
| Bill of Sale (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on October 1, 2015) |
10.27 |
| Assignment and Assumption Agreement (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on October 1, 2015) |
10.28 |
| Intellectual Property Assignment Agreement (Incorporated by reference to Exhibit 10.4 to our Form 8-K filed on October 1, 2015) |
10.29 |
| Option for the Company to Purchase Note and Equity Interest (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on November 9, 2015) |
10.30 |
| Form of Amendment to Option to Purchase Note and Equity Interest (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on June 8, 2016) |
10.31 |
| Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on June 8, 2016) |
10.32 |
| Form of Promissory Note (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on August 26, 2016) |
10.33 |
| Form of Warrants to Purchase Common Stock (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on August 26, 2016) |
10.34 |
| Form of Purchase Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on September 26, 2016) |
10.35 |
| Form of Promissory Note (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on September 26, 2016) |
10.36 |
| Form of Security Agreement (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on September 26, 2016) |
10.37 |
| Form of Series A Warrant (Incorporated by reference to Exhibit 10.4 to our Form 8-K filed on September 26, 2016) |
10.38 |
| Form of Series B Warrant (Incorporated by reference to Exhibit 10.5 to our Form 8-K filed on September 26, 2016) |
10.39 |
| Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on October 13, 2017) |
10.40 |
| Form of Warrant (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on October 13, 2017) |
10.41† |
| Employment Agreement, dated as of December 8, 2017, among the Company and Michael Feinsod (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on December 14, 2017) |
10.42† |
| Form of Time-Based Options Award (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on December 14, 2017) |
10.41† |
| Form of Performance-Based Options Award (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on December 14, 2017) |
10.42 |
| Amendment No. 1 to Securities Purchase Agreement dated as of December 15, 2017, by and among the Company and the investors on the signature pages thereto (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on December 21, 2017) |
10.43 |
| Letter agreement dated January 5, 2018, by and between the Company and Infinity Capital (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on January 8, 2018) |
10.44† |
| Employment Agreement, dated September 15, 2017, between Brian Andrews and the Company (Incorporated by reference to Exhibit 10.44 to our Form 10-K filed on March 12, 2018) |
10.45† |
| Employment Agreement, dated February 21, 2018, between Joe Hodas and the Company (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed on February 23, 2018) |
10.46† |
| 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 4.1 to our Form S-8 filed on April 25, 2016) |
14.1 |
| Code of Ethics |
21.1 |
| Subsidiaries |
23.1* |
| Consent of Hall & Company, independent registered public accountants |
31.1* |
| Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer |
31.2* |
| Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial Officer |
32.1* |
| Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of the Principal Executive and Financial Officers |
101 |
| XBRL Interactive Data Files |
(*) Filed herewith.
(†) Denotes management contract or compensatory plan, contract or arrangement
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature |
| Title |
| Date |
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/s/ Robert L. Frichtel |
| Principal Executive Officer, and a Director |
| May 25, 2018 |
Robert L. Frichtel |
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In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ Robert L. Frichtel |
| Principal Executive Officer, and a Director |
| May 25, 2018 |
Robert L. Frichtel |
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/s/ Brian Andrews |
| Principal Financial and Accounting Officer |
| May 25, 2018 |
Brian Andrews |
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/s/ Michael Feinsod |
| Chairman of the Board of Directors |
| May 25, 2018 |
Michael Feinsod |
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/s/ Peter Boockvar |
| Director |
| May 25, 2018 |
Peter Boockvar |
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/s/ Mark Green |
| Director |
| May 25, 2018 |
Mark Green |
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/s/ Duncan Levin |
| Director |
| May 25, 2018 |
Duncan Levin |
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Exhibit 23.1
HALL&COMPANYCertified Public Accountants, Inc. TAX, FINANCIAL AND MANAGEMENT CONSULTING SERVICES | 111 PACIFICA, SUITE 300 IRVINE, CA 92618 (949) 910-HALL (4255) FAX (949) 910-4256 WWW.HALLCPAS.COM |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-222907 and No. 333-224486) and in the Registration Statement on the Form S-8 (File No. 333-210910) of General Cannabis Corporation (the “Company”) of our report dated March 12, 2018, relating to our audits of the Company’s consolidated financial statements as of December 31, 2017 and 2016, and for the years then ended, included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2017, which report includes an explanatory paragraph regarding a change in accounting principle during the year ended December 31, 2017.
/s/ Hall & Company
Irvine, CA
May 25, 2018
Exhibit 31.1
CERTIFICATIONS
Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002
(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)
I, Robert Frichtel, certify that:
1. I have reviewed this annual report on Form 10-K/A of General Cannabis Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.
May 25, 2018 |
| /s/ Robert Frichtel |
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| Robert Frichtel, Principal Executive Officer |
Exhibit 31.2
CERTIFICATIONS
Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002
(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)
I, Brian Andrews, certify that:
1. I have reviewed this annual report on Form 10-K/A of General Cannabis Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.
May 25, 2018 |
| /s/ Brian Andrews |
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| Brian Andrews, Principal Financial and Accounting Officer |
Exhibit 32.1
In connection with the Annual Report of General Cannabis Corporation (the “Company”) on Form 10-K/A for the period ended December 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), Robert Frichtel, the Company’s Principal Executive, and Brian Andrews the Company’s Principal Financial and Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company. |
May 25, 2018 |
| /s/ Robert Frichtel |
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| Robert Frichtel, Principal Executive Officer |
May 25, 2018 |
| /s/ Brian Andrews |
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| Brian Andrews, Principal Financial and |