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 13, 2019
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 (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange |
N/A | N/A | N/A |
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 December 13, 2019, the Board of Directors (the “Board”) of General Cannabis Corp (the “Company”) appointed Steve Gutterman as Chief Executive Officer and elected him to the Board. Michael Feinsod, the Company’s prior Chief Executive Officer, shall continue to service as Executive Chairman of the Board.
Mr. Gutterman, who is 50 years old, served as President of Harvest Health & Recreation (CSE:HARV) from June 2018 to September 2019. From January 2013 to January 2018, Mr. Gutterman served as CEO of market research company Mobile Accord.
In connection with his appointment, Mr. Gutterman and the Company entered into an employment agreement dated December 13, 2019. The term of the employment agreement will continue until December 13, 2023 unless terminated earlier as provided in the employment agreement. The employment agreement provides for an annual base salary of $425,000 and Mr. Gutterman is eligible to receive an annual bonus of up to 250% of Mr. Gutterman’s base salary, with the bonus amount dependent on the level of achievement by the Company of certain performance metrics.
In connection with the employment agreement, Mr. Gutterman will also be granted an option to purchase 1,250,000 shares of Common Stock, with 250,000 of the shares underlying the initial stock options being vested on the date of grant, and with the remaining 1,000,000 of the shares underlying the initial stock options vesting as to one-quarter of the shares on each yearly anniversary of the date of grant. Mr. Gutterman will also be entitled to receive an additional option to purchase 50,000 share of the Common Stock each fiscal quarter beginning on the first fiscal quarter of 2020. The employment agreement provides that if the Company terminates Mr. Gutterman’s employment at any time without cause (as defined in the employment agreement), Mr. Gutterman will be entitled to receive, subject to his execution of a general release of claims in favor of the Company, an amount equal to 12 months of his then current annual base salary.
Item 7.01 |
| Regulation FD Disclosure. |
The Company issued a press release regarding the appointment of Mr. Gutterman as Chief Executive Officer. A copy of such press release is furnished hereto as Exhibit 99.1.
Item 9.01 |
| Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
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 16, 2019
| GENERAL CANNABIS CORP | |
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| By: | /s/ Michael Feinsod |
| Name: | Michael Feinsod |
| Title: | Executive Chairman of the Board |
Exhibit 99.1
GENERAL CANNABIS CORP. NAMES INDUSTRY LEADER AND
BANKING EXECUTIVE STEVE GUTTERMAN AS CEO
For Immediate Release – Denver, CO (December 16, 2019) – General Cannabis Corp (OTCQX: CANN), a leading provider of products and services to the regulated cannabis industry, today announced that Steve Gutterman—one of the cannabis industry’s most recognized leaders—has joined the company as Chief Executive Officer and a member of its Board of Directors, effective immediately. Michael Feinsod, who has served as CEO since January, steps down from that role while continuing as Executive Chairman of the company.
Gutterman brings more than two decades of success building and leading high growth businesses in highly regulated industries, with an extraordinary record of having increased annual revenue and market capitalization of the companies he has led by over $500 million and $2 billion, respectively. Most recently, Gutterman served as President of Harvest Health & Recreation (CSE:HARV), one of the largest cannabis multi-state operators in the US, where he was instrumental in taking the company public and led its global operations. Prior to that, he served as CEO of market research company Mobile Accord and before that as Executive Vice President and Chief Operating Officer of E*TRADE Bank (NASDAQ: ETFC), a $35 billion federally regulated thrift.
“Steve is one of the most impactful, innovative and respected leaders in the cannabis industry—hands down—and landing him as our CEO is a transformative moment for General Cannabis,” said Feinsod. “The opportunity for our company is extraordinary, as we continue to generate record revenue, expand our core businesses, and aggressively enter the growing space to own and operate licensed cannabis assets. Steve’s extensive track record in M&A, integration, capital raises and executive leadership will enable us to accelerate our top and bottom-line growth and deliver meaningful value to shareholders.”
General Cannabis Corp. is a trusted partner to cultivation, production and retail cannabis operations and provides important operational and infrastructural support to cannabis operators across the US. Over the last several years, the company has completed multiple strategic acquisitions, last quarter announced record revenue and is poised to opportunistically acquire and operate cannabis assets.
“I am incredibly excited to join and lead General Cannabis Corp.,” Gutterman said. “This is an extraordinary and singular moment for the cannabis sector, as our industry’s growth dramatically accelerates. General Cannabis Corp. is a company poised for tremendous expansion and success, particularly with a portfolio of synergistic operating units servicing the entire cannabis industry and the opportunity to own and operate established cannabis assets in mature markets. I look forward to working closely with Michael Feinsod, our experienced Board, and the talented General Cannabis team to implement our ‘Cannabis 3.0’ strategy and establish General Cannabis Corp. as one of leading companies in the industry.”
Gutterman continued, “We believe that in Cannabis 3.0, it is the second mover that has an advantage. We will seek to acquire already-successful, profitable assets in mature markets that require relatively little capital to continue to develop. We look forward to making additional announcements as we execute on our strategy.”
About General Cannabis Corp.
General Cannabis Corp is the comprehensive national resource for the highest quality service providers available to the regulated cannabis industry. The Company is a trusted partner to the cultivation, production and retail sides of the cannabis business. It achieves this through a combination of strong operating divisions such as security, operational consulting and products, consumer goods and marketing consulting, and capital investments and real estate. As a synergistic holding company, the Company’s divisions are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed. The Company’s website address is www.generalcann.com.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to the following: the expected benefits to the Company of Mr. Gutterman’s appointment as CEO and a member of the Board of Directors; the extraordinary opportunity for the Company; the ability of the Company to accelerate top and bottom line growth and deliver meaningful value to shareholders; establishing the Company as one of the leading companies in the industry; and the Company’s plan to seek to acquire assets in mature markets that require relatively little capital to continue to develop. Any statements that are not statements of historical fact, such as the statements described above, should be considered forward-looking statements. Some of these statements may be identified by the use of the words “may,” “will,” “believes,” “plans,” “anticipates,” “expects” and similar
expressions. General Cannabis has based these forward-looking statements on current expectations and projections about future events as of the date of this press release. These forward-looking statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those factors described from time to time in General Cannabis’s most recent Annual Report on Form 10-K and most recent Quarterly Reports on Form 10-Q under the heading “Risk Factors” and in subsequent filings with the Securities and Exchange Commission. General Cannabis undertakes no duty to update any forward-looking statements made herein.
Contact:
Michael Feinsod
General Cannabis Corp
(303) 759-1300
michael@generalcann.com
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