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) March 30, 2016
1600 Broadway, Suite 1600
000-54582 Denver, CO 80202 46-5221947
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(Commission File Number) (Address of Principal Executive (IRS Employer
officer and Zip Code Identification No.)
(303) 386-7321
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(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act(17 CFR 240.14a-12(b))
[ ] 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 7, 2014 the Company borrowed $175,000 from WeedMD RX, Inc. The loan was due and payable on demand. On March 31, 2016, an unrelated third party agreed to assume all of the Company's obligations pursuant to the loan from WeedMD in consideration for the transfer by the Company of 1,100,000 shares of the common stock of WeedMD to the unrelated third party. WeedMD consented to the assumption of the loan and released the Company from any further liability with respect to the loan.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On March 30, 2016, the Company borrowed $81,977.67, from an unrelated third party. The loan, together with interest at 12% per year, is payable on December 30, 2016.
The Company may prepay the loan at any time. If the loan is repaid on or before September 30, 2016 the principal amount which is being repaid will increase by 10%. If the loan is repaid after September 30, 2016 the principal amount which is being repaid will increase by 15%. The amount of the principal increase may be paid with shares of the Company's common stock. The number of shares to be issued for such purpose will be determined by dividing the average closing price of the Company's common stock (which in no case can be greater than $0.45) for the ten trading days preceding the prepayment date.
If the loan is not paid when due, then at any time on or before January 10, 2017 the lender may convert the outstanding principal and interest on the loan into shares of the Company's common stock. The number of shares to be issued on conversion will be determined by dividing the average closing price of the Company's common stock (which in no case can be greater than $0.45) for the ten trading days preceding the conversion date by the outstanding principal and interest on the loan on the conversion date.
The proceeds from the loan were used to pay off the Company's loan from Vis Vires Group, Inc.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On March 31, 2016 the Company issued 675,000 shares of its restricted common stock to a firm for providing investor relations services to the Company.
The Company relied upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933 with respect to the issuance of
these shares. The person that acquired these shares was a sophisticated investor
who was provided full information regarding the Company's business and
operations. There was no general solicitation in connection with the offer or
sale of these shares. The person that acquired these shares for its own account.
The shares cannot be sold unless pursuant to an effective registration statement
or an exemption from registration. No commissions were paid to any person in
connection with the issuance of these shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description 10.3 Assignment of Debt Agreement 10.4 Promissory Note ($81,977.67) |
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.
UNITED CANNABIS CORPORATION
Dated: March 31, 2016 By: /s/ Chad Ruby
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Chad Ruby
Chief Operating Officer
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EXHIBIT 10.3
ASSIGNMENT OF DEBT AGREEMENT
THIS AGREEMENT made the day 24th of March, 2016.
BETWEEN:
UNITED CANNABIS CORPORATION, a
corporation existing under the laws
of the State of Colorado,
(hereinafter called the "Assignor")
OF THE FIRST PART;
- and -
BUCKINGHAM GROUP LIMITED, a corporation existing under the laws of the Province of Ontario (hereinafter called the "Assignee")
OF THE SECOND PART;
- and -
WEEDMD RX INC., a corporation existing under the federal laws of Canada,
(hereinafter called the "Creditor")
OF THE THIRD PART;
WHEREAS the Assignor is indebted to the Creditor for the principal amount of One Hundred and Seventy-Fifty Thousand (US$175,000) Dollars in U.S. funds plus accrued interest to the date hereof totaling fifteen thousand one hundred and fifty (US$15,150) (collectively, the "Debt"). pursuant to a promissory note dated July 7, 2014 (the "Promissory Note");
AND WHEREAS the Assignee wishes to take assignment of, and the Assignor wishes to grant, assign, transfer and set over the Debt unto the Assignee upon the terms and conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations and warranties hereinafter contained and the sum of Ten ($10.00) Dollars now paid by the Assignee to the Assignor and for other good and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set out, the parties agree as follows:
ARTICLE 1
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE ASSIGNOR
1.1 The Assignor represents, warrants and covenants to the Assignee and the Creditor that:
(a) the above premises are true and complete, that the Debt has not been prepaid in full or in part, and that the Creditor has been given notice of this Assignment by the Assignor;
(b) the full amount of the Debt is due and owing by the Assignor to the Creditor; and
(c) the Assignor now has a good right, full power and absolute authority to assign the Debt in the manner set out in Article 2 hereof according to the true intent and meaning of this Agreement.
1.2 The representations, warranties and covenants contained in Section 1.1 are provided for the benefit of the Assignee and the Creditor and a breach of any one or more thereof may be waived by the Assignee and the Creditor in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 1 will survive the signing of this Agreement.
ARTICLE 2
ASSIGNMENT AND PURCHASE OF THE DEBT
2.1 The Assignor grants, assigns, transfers and sets over the Debt unto the Assignee, including, without limitation, all rights, benefits and advantages of the Assignor to be derived therefrom and all burdens, obligations and liabilities to be derived thereunder, in consideration of the premises and in consideration of the Assignor transferring to the Assignee all right, title and interest the Assignor holds in 1,100,000 common shares of the Creditor.
ARTICLE 3
CONSENT OF CREDITOR
3.1 The Creditor agrees and consents to the assignment of the Debt by the Assignor to the Assignee pursuant to the terms and conditions of this Agreement. Upon the transfer of the 1,100,000 common shares of the Creditor to the Assignee, Creditor forever releases the Assignor from the Debt.
3.2 The Creditor represents, warrants and covenants to the Assignee that the full amount of the Debt is due and owing at the time of this Agreement and that the Debt has not been prepaid in full or in part.
ARTICLE 4
GENERAL
4.1 Severability
If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.
4.2 Time of the Essence
Time is of the essence of each provision of this Agreement.
4.3 Governing Law
This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.
4.4 Survival
This Agreement shall enure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.
4.5 Counterparts
This Agreement may be executed in any number of counterparts, each of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original, faxed form or in PDF form and the parties adopt any signatures received by facsimile or in PDF form as original signatures of the parties; provided, however, that any party providing its signature in such manner shall promptly forward to the other parties an original of the signed copy of this Agreement which was so faxed or delivered in PDF form.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first above written.
WEEDMD RX INC.
Per: /s/ Bruce Scully
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Name: Bruce Scully
Title: President and Chief Executive
Officer
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BUCKINGHAM GROUP LIMITED
Per: /s/ Michael Kraft
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Name: Michael Kraft
Title: President
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UNITED CANNABIS CORPORATION
Per: /s/ Chadwick Ruby
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Name: Chadwick Ruby
Title: Chief Operating Officer
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EXHIBIT 10.4
PROMISSORY NOTE
(Commercial)
U.S. $81,977.67 March 30, 2016
FOR VALUE RECEIVED, United Cannabis Corporation. ("Borrower") promises to pay to Slainte Ventures LLC or order, ("Note Holder") the principal sum of $81,977.67 U.S. Dollars, with interest on the unpaid principal balance from the date of this Note until paid, at the rate of 12% per annum. Interest shall be paid at maturity.
This Note, together with all accrued but unpaid interest, shall be due and payable on December 30, 2016.
Principal and interest shall be payable at 227 West Monroe, Suite 5045, Chicago, Illinois 60606, or such other place as the Note Holder may designate.
Borrower may prepay this Note, in whole or in part, at any time. If this Note is repaid on or before September 30, 2016, the principal amount which is being repaid will increase by 10%. If the Note is repaid after September 30, 2016, the principal amount which is being repaid will increase by 15%. The amount of the principal increase may be paid with shares of the Borrower's common stock. The number of shares to be issued for such purpose will be determined by dividing the average closing price of the Borrower's common stock (which in no case can be greater than $0.45) for the ten trading days preceding the prepayment date. To repay the Note, the Borrower must give written notice to the Note Holder. The date the repayment notice is received by the Note Holder is the repayment date.
If this Note is not paid when due, then at any time on or before January 10, 2017 the Note Holder may convert the outstanding principal and interest on this Note into shares of the Borrower's common stock. The number of shares to be issued on conversion will be determined by dividing the average closing price of the Borrower's common stock for the ten trading days preceding the conversion date by the outstanding principal and interest on the Note on the conversion date. To convert the Note, the Note Holder must give written notice to the Borrower on or before January 10, 2017. The date the conversion notice is received by the Borrower is the conversion date. Notwithstanding the above, the conversion price may not be greater than $0.45.
If this Note is not paid when due, the Note Holder shall be entitled to collect all reasonable costs and expense of collection and/or suit, including, but not limited to, reasonable attorneys' fees.
Payments received for application to this Note shall be applied first to the payment of costs and expense of collection and/or suit, if any, second to the payment of accrued interest specified above, and the balance applied in reduction of the principal amount hereof.
UNITED CANNABIS CORPORATION
By: /s/ Chad Ruby
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Chad Ruby, COO
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SLAINTE VENTURES LLC
By: /s/ Paul Purcell
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Paul Purcell
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