0001004878-16-000469.txt : 20160822 0001004878-16-000469.hdr.sgml : 20160822 20160822125041 ACCESSION NUMBER: 0001004878-16-000469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160815 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 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: 161844766 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 8-K 1 form8kitem101freetownex8-16.txt 8-K RE FREETOWN EXTENDED CLOSING 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): August 15, 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)) Item 1.01. Entry Into a Material Definitive Agreement Massachusetts Medical Cannabis Center Previously the Company entered into an agreement to purchase a 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company plans to develop the property as the Massachusetts Medical Cannabis Center "MMCC". Plans for the MMCC may include the construction of sustainable greenhouse cultivation, processing, and infused product facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program. The Company paid the seller $100,000 upon the signing of the agreement which amount will be applied toward the purchase price of $4,000,000 at the closing. Pursuant to the original agreement the closing was to take place on or before June 1, 2015. On May 6, 2015, to address site considerations before finalizing the planned development, the agreement was amended to extend the closing date to September 1, 2015. On August 27, 2015, after addressing the site considerations, the agreement was amended to extend the closing date to October 30, 2015 to provide additional time for permitting. In connection with this amendment, the Company paid the seller an additional $100,000. On October 23, 2015, the Company made an additional payment of $100,000 to extend the closing date to December 29, 2015. These payments of $300,000 will be applied to the purchase price. On August 15, 2016 the Company and seller amended the Agreement to extend the closing date to September 15, 2016. As consideration for the extension of the closing date, the Company agreed to increase the purchase price for the property to $4,400,000 and pay the seller $75,000 which will be applied to the purchase price if the closing occurs. By September 15, 2016, the Company, at its election, may extend the closing date to October 15, 2016, in which case the purchase price for the property will be $4,475,000 and the Company will pay an additional $75,000 to the seller, which payment will be applied to the purchase price if the closing occurs. To date, the Company has paid $850,000 that will be applied to the purchase price of the property if and when the Company closes on the transaction. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 15, 2016 the Company borrowed $100,000 from an unrelated third party. The loan bears interest at 12% per year and matures on December 14, 2016. Interest is payable at maturity. The loan is not convertible into shares of the Company's common stock and is unsecured. 2 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: August 18, 2016 AMERICANN, INC. By: /s/ Timothy Keogh ------------------------------ Timothy Keogh, Chief Executive Officer 3