UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 2.01 |
| Completion of Acquisition or Disposition of Assets |
On December 30, 2021, General Cannabis Corp. (the "Company”) completed the acquisition of substantially all of the assets of Trees Portland, LLC and Trees Waterfront, LLC ("Sellers”), representing a portion of the overall Trees transaction ("Trees Transaction”) previously disclosed pursuant to that certain First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated June 3, 2021 by and among the Company, Sellers and certain other sellers party thereto, that consists of the assets relating to certain Trees dispensaries located in Portland, Oregon ("Oregon Closing”). The cash paid by the Company in connection with the Oregon Closing consisted of $331,580.50 and stock consideration of 6,423,575 shares of the Company’s Common Stock. Further, cash equal to $497,370.73 will be paid to Sellers in equal monthly installments over a period of 24 months from the Oregon Closing.
On January 5, 2022, the Company completed the acquisition of substantially all of the assets of Trees MLK Inc. (“MLK”), representing the remaining Oregon dispensary in connection with the overall Trees transaction (“MLK Closing”). The cash paid by the Company in connection with the MLK Closing consisted of $256,581.71 and stock consideration of 4,970,654 shares of the Company’s Common Stock. Further, cash equal to $384,872.56 will be paid to Sellers in equal monthly installments over a period of 24 months from the MLK Closing.
Reference is made to the Company’s Form 8-K filed on April 21, 2021 for a complete description of the Trees Transaction, the information of which is incorporated herein by reference.
Item 3.02 |
| Unregistered Sales of Equity Securities |
The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the issuance of Common Stock is incorporated herein by reference. The shares of Common Stock were issued to Sellers in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof.
Item 9.01 |
| Financial Statements and Exhibits. | |
(a) Financial Statements of Businesses or Funds Acquired.
Financial statements and pro forma financial statements for Seller will be filed no later than 71 calendar days after the required filing date of this Form 8-K.
(d) Exhibits
Exhibit No. |
| Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 6, 2022
| GENERAL CANNABIS CORP | |
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| By: | /s/ Adam Hershey |
| Name: | Adam Hershey |
| Title: | Interim Chief Executive Officer |