UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) April 6, 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
Number) Offices and Zip Code) Identification
Number)
(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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On April 6, 2016, the Company borrowed $75,000, 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.
On April 6, 2016 the Company borrowed $25,000 from Ernest Blackmon and $25,000 from Tony Verzura, both officers and directors of the Company. The loans, together with interest at 12% per year, are payable on December 30, 2016. The Company may prepay the loans at any time. If the loans are repaid on or before September 30, 2016 the principal amount which is being repaid will increase by 10%. If the loans are repaid after September 30, 2016 the principal amount which is being repaid will increase by 15%.
The proceeds from the loans described above were used to pay off the Company's loan from JSJ Investments, Inc.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description ------- ----------- 10.5 Promissory Note ($75,000) 10.6 Promissory Note, Ernest Blackmon ($25,000) 10.7 Promissory Note, Tony Verzura ($25,000) |
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: April 11, 2016 By: /s/ Chad Ruby
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Chad Ruby
Chief Operating Officer
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EXHIBIT 10.5
PROMISSORY NOTE
(Commercial)
U.S. $75,000 April 6, 2016
FOR VALUE RECEIVED, United Cannabis Corporation. ("Borrower") promises to pay to Slainte Ventures LLC or order, ("Note Holder") the principal sum of $75,000 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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EXHIBIT 10.6
PROMISSORY NOTE
(Commercial)
U.S. $25,000 April 6, 2016
FOR VALUE RECEIVED, United Cannabis Corporation. ("Borrower") promises to pay to Earnest Blackmon or order, ("Note Holder") the principal sum of $25,000 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 1600 Broadway, Suite 1600, Denver, CO 80202, 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%.
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
/s/ Earnest Blackmon
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Earnest Blackmon
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EXHIBIT 10.7
PROMISSORY NOTE
(Commercial)
U.S. $25,000 April 6, 2016
FOR VALUE RECEIVED, United Cannabis Corporation. ("Borrower") promises to pay to Tony Verzura or order, ("Note Holder") the principal sum of $25,000 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 1600 Broadway, Suite 1600, Denver, CO 80202, 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%.
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
/s/ Tony Verzura
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Tony Verzura
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