<SEC-DOCUMENT>0001004878-16-000451.txt : 20160729
<SEC-HEADER>0001004878-16-000451.hdr.sgml : 20160729
<ACCEPTANCE-DATETIME>20160728203322
ACCESSION NUMBER: 0001004878-16-000451
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160728
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20160729
DATE AS OF CHANGE: 20160728
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AmeriCann, Inc.
CENTRAL INDEX KEY: 0001508348
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
IRS NUMBER: 274336843
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54231
FILM NUMBER: 161791704
BUSINESS ADDRESS:
STREET 1: 3200 BRIGHTON BLVD.
STREET 2: UNIT 114
CITY: DENVER
STATE: CO
ZIP: 80216
BUSINESS PHONE: 303-898-9832
MAIL ADDRESS:
STREET 1: 3200 BRIGHTON BLVD.
STREET 2: UNIT 114
CITY: DENVER
STATE: CO
ZIP: 80216
FORMER COMPANY:
FORMER CONFORMED NAME: Americann, Inc.
DATE OF NAME CHANGE: 20140516
FORMER COMPANY:
FORMER CONFORMED NAME: Nevada Health Scan, Inc.
DATE OF NAME CHANGE: 20101220
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k801pr7-16.txt
<DESCRIPTION>8-K 8.01 PR RE CONV. NOTE
<TEXT>
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): July 28,
2016
AMERICANN, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-54231 27-4336843
---------------------------- -------------------- -------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3200 Brighton Blvd., Unit 144
Denver, CO 80216
-----------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 862-9000
---------------
(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] 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))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
<PAGE>
Item 8.01 Other Events
On July 29, 2016, the Company will issue a press release, filed as Exhibit
99, regarding the private offering of its securities.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Number Description
99 Press Release
2
<PAGE>
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 hereunto duly authorized.
Date: July 28, 2016
AMERICANN, INC.
By: /s/ Timothy Keogh
-------------------------------------
Timothy Keogh, Chief Executive Officer
3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8k801prex997-16.txt
<DESCRIPTION>EXH. 99 - PR RE CONV. NOTE
<TEXT>
EXHIBIT 99
<PAGE>
AmeriCann Launches $5,000,000 Secured Convertible Note Offering
Medical cannabis property developer initiates private placement for
Massachusetts development
DENVER, CO / ACCESSWIRE / July 29, 2016 / AmeriCann, Inc. (ACAN-OTCQX), a
company that designs and plans to develop and lease sustainable,
state-of-the-art medical cannabis cultivation properties, has engaged a
Colorado-based investment banking firm to commence a $5 Million secured
convertible note offering.
The company plans to use the proceeds from the offering to purchase land and to
prepare for construction of its large-scale, sustainable medical cannabis
production facility known as the Massachusetts Medical Cannabis Center (MMCC) to
be built 47 miles from Boston. The company does not cultivate, process,
distribute or sell cannabis. This business model provides AmeriCann greater
flexibility to pursue national and international development opportunities.
"Our energy efficient sustainable cultivation facilities are designed to deliver
the best quality, consistent cannabis-based medicine that patients need and
deserve." said Tim Keogh, President and CEO of AmeriCann. "Our goal is to set a
new standard for the industry with better products, reduced energy and water use
and overall efficiency."
The Company has signed a definitive agreement with Coastal Compassion Inc., one
of a limited number of licensed cannabis operators in Massachusetts. The MMCC
development is planned to serve the rapidly growing Massachusetts medical
cannabis program, widely regarded as among the most attractive in the national
cannabis industry. Coastal Compassion, Inc. will become MMCC's initial tenant
upon completion of the first phase of 130,000 square feet, with one additional
building location available to another licensed Massachusetts cannabis operator.
AmeriCann's 506(c) Private Offering provides accredited investors the
opportunity to participate in one of the fastest growing industries, with an
attractive yield that is secured by real estate.
AmeriCann is offering Secured Convertible Promissory Notes at a price of $25,000
per Unit for a total of $5,000,000.
Each Unit Includes:
o A $25,000 Note from AmeriCann, Inc.
o 9.5% annual interest paid quarterly
o 36-month maturity
o Secured by a first lien on a 52.6-acre land parcel
o Rights to convert Note into 20,000 shares of AmeriCann common stock
($1.25 per share)
o Series I Warrants to purchase 20,000 shares at $1.50 per share
o Series II Warrants to purchase 20,000 shares at $3.00 per share
1
<PAGE>
Accredited Investors, under Rule 506(c) of Regulation D promulgated by the SEC
under the Securities Act of 1933, must meet standards created by the SEC for
annual income and net worth. AmeriCann, Inc.'s public stock is listed on the
OTCQX Market under the symbol ACAN.
Industry experts believe the legal cannabis industry will grow from $5.4 billion
in revenue in 2015 to over $22 billion by 2020. Additionally, up to 12 states
are expected to have initiatives approving medical or adult use cannabis on the
ballot on November 8.
Massachusetts voters will have the opportunity to vote on Ballot Measure 4, the
"Legalization, Regulation and Taxation of Marijuana," on November 8, 2016.
GVC Capital, a FINRA registered investment banking firm, is acting as the
Placement Agent for the offering.
About AmeriCann
AmeriCann is a publicly traded company that designs and plans to develop and
lease sustainable, state-of-the-art medical cannabis cultivation properties. The
Company has over 1,000,000 square feet of facilities in the planning and design
stages of development, including the MMCC. AmeriCann has preferred partners in
Colorado, Massachusetts and Delaware. AmeriCann does not cultivate, process or
distribute cannabis, but partners with local businesses to serve marijuana
patients in their communities.
AmeriCann, Inc. is a Certified B Corp, an acknowledgment of the company's
commitment to social and environmental ethics, transparency and accountability.
AmeriCann became the first public cannabis company to earn this respected
accreditation. More information about the Company is available at:
www.americann.co.
About GVC Capital
GVC Capital LLC is an innovative investment-banking firm headquartered in the
Denver suburb of Greenwood Village, Colorado. It focuses primarily on providing
comprehensive investment banking services to underexposed and undervalued
microcap companies. GVC Capital is committed to a simple operating philosophy:
provide exceptional emerging companies with the financial and professional
resources necessary to achieve long-term goals, fulfill outstanding potential,
and maximize shareholder value.
For additional information on the offering or to request offering documents
contact GVC Capital at:
GVC Capital: (720) 488-4702
Email: acan@gvccap.com
2
<PAGE>
Member: FINRA/SIPC
The securities offered by AmeriCann have not been registered under the
Securities Act or the securities laws of any state of the United States and may
not be offered or sold in the United States absent such registration or an
applicable exemption from such registration requirements. Additional details of
the offering, including the Company's Corporate Presentation, are available for
viewing by accredited investors at www.american.co. Also, for additional
information on the company and to request documents for the offering, please
email acan@gvccap.com or call 720-488-4702.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy AmeriCann's securities nor shall there be any sale of the
securities referenced herein in any state or other jurisdiction in which such
offer, solicitation or sale is not permitted. The securities referenced herein
have not been approved or disapproved by any regulatory authority.
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 (the "Exchange Act") (which Sections
were adopted as part of the Private Securities Litigation Reform Act of 1995).
Statements preceded by, followed by or that otherwise include the words
"believe," "anticipate," "estimate," "expect," "intend," "plan," "project,"
"prospects," "outlook," and similar words or expressions, or future or
conditional verbs such as "will," "should," "would," "may," and "could" are
generally forward-looking in nature and not historical facts. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the Company's actual results, performance or
achievements to be materially different from any anticipated results,
performance or achievements. The Company disclaims any intention to, and
undertakes no obligation to, revise any forward-looking statements, whether as a
result of new information, a future event, or otherwise. For additional
uncertainties that could impact the Company's forward-looking statements, please
see the Company's Annual Report on Form 10-K for the year ended September 30,
2015, which the Company has filed with the SEC and which may be viewed at
http://www.sec.gov.
Contact Information:
AmeriCann, Inc.
3200 Brighton Blvd. Unit 114
Denver, CO 80216
(303) 862-9000
info@americann.co
www.americann.co
Source: AmeriCann, Inc.
3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>