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): April 29, 2019
GENERAL CANNABIS CORP
(Exact Name of Registrant as Specified in Charter)
|
Colorado |
000-54457 |
20-8096131 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
6565 E. Evans Avenue
|
|
80224 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (303) 759-1300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the 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 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|
Item 1.01 |
|
Entry into a Material Definitive Agreement. |
General Cannabis Corp (the “Company”) previously issued secured promissory notes (the “Notes”) to certain accredited investors pursuant to a promissory note and warrant purchase agreement dated as of April 20, 2018. The total amount of principal outstanding on the Notes as of May 1, 2019 was $6,849,000. The Company paid of a portion of the Notes in accordance with their terms in an amount of $2,363,000 in connection with the maturity of the Notes on May 1, 2019, and the Company and certain of the Note holders agreed to extend the maturity date of the remaining Notes in the principal amount of $4,486,000 until June 1, 2019. Such amendments were entered into from April 29, 2019 through May 6, 2019.
|
Item 2.03 |
|
Creation of a Direct Financial Obligation |
Item 1.01 and Exhibit 10.1 are incorporated herein by reference.
|
Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
|
Exhibit No. |
Description |
|
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: May 6, 2019
|
|
GENERAL CANNABIS CORP |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Michael Feinsod |
|
|
Name: |
Michael Feinsod |
|
|
Title: |
Chief Executive Officer |
Exhibit 10.1
FORM OF FIRST AMENDMENT TO SECURED PROMISSORY NOTE
THIS FIRST AMENDMENT TO SECURED PROMISSORY NOTE (the “ Agreement ”) is made as of the date first written above between General Cannabis Corporation, a Colorado corporation (the “ Borrower ”) and ___________ (the “ Noteholder ”).
RECITALS:
WHEREAS, the Borrower, the Noteholder and certain other purchasers entered into a Promissory Note and Warrant Purchase Agreement, dated as of April 18, 2018;
WHEREAS, the Noteholder is the owner and holder of and the Borrower is the current obligor under, a Secured Promissory Note, dated in April 2018 (the “ Note ”), which is secured by, among other things, a Security Agreement, dated in April 2018, by and between the Borrower and the Noteholder; and
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the Borrower and Noteholder hereby agree as follows:
1.
In Section 1 of the Note, the term “Maturity Date” is hereby amended to mean June 1, 2019, and all references in the Note to the term “Maturity Date” shall hereafter be so amended.
2.
Except as modified hereby, the Note remains unchanged and in full force and effect.
3.
This Agreement shall be governed by the laws of the State of Colorado. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument and be binding upon all parties hereto as if all had signed but one counterpart. The terms and provisions hereof shall be binding upon the Borrower and the successors and assigns of the Borrower and shall inure to the benefit of the Noteholder and its respective successors and assigns. The Noteholder and the Borrower shall execute such further documents and instruments that may be required to give full force and effect to this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS HEREOF, the Borrower and the Noteholder have executed this First Amendment to Secured Promissory Note as of the date first set forth above.
|
|
GENERAL CANNABIS CORPORATION: |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
Title: |