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):  January 24, 2016


CANNASYS, INC.
(Exact name of registrant as specified in its charter)
         
Nevada
 
000-54476
 
88-0367706
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation or organization)
     
Identification No.)
         
1350 17th Street, Suite 150
   
Denver, Colorado
 
80202
(Address of principal executive offices)
 
(Zip code)
     
Registrant's telephone number, including area code:
 
Phone: (720) 420-1290
     
 
(Former name or former address, if changed since last report)

Check the 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:

☐
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))

1

ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 9, 2016, CannaSys, Inc., entered into an Amendment to the 10% Convertible Note (the "Note") and Securities Purchase Agreement (the "SPA") with EMA Financial, LLC, a Delaware limited liability company ("EMA"), to amend the terms of Note and SPA both dated October 14, 2015, between CannaSys and EMA.

Under the SPA, if CannaSys entered into a future financing that contained terms more favorable to CannaSys than the terms of the Note and SPA, then the terms of the Note and SPA would be amended to provide EMA with the more favorable terms of the new financing. The amendment to the Note and SPA incorporated certain terms similar to another financing transaction that CannaSys recently completed, including raising the interest rate to 12%, increasing the lookback to 35-day, and other terms as set forth in the amendment.


ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

On January 24, 2016, CannaSys, Inc. issued a warrant to purchase 100,000 shares of its common stock to Consiglieri Inc. The warrant is fully vested with an exercise price of $0.23 per share. The warrant was delivered to Consiglieri Inc. on February 2, 2016, and was issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Consiglieri Inc. is an "accredited investor" as defined in Rule 501(a) of Regulation D and confirmed the foregoing and acknowledged that the securities to be issued on the exercise of the warrant must be acquired and held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

On February 8, 2016, CannaSys, Inc. issued to Rachel Boulds a restricted stock grant for 25,000 fully vested shares of its common stock in consideration for Ms. Boulds' services to CannaSys. The stock grant was issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Ms. Boulds acknowledged that the securities were acquired and will be held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.


ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

Exhibit
Number*
 
 
Title of Document
 
 
Location
         
Item 10
 
Miscellaneous
   
10.35
 
Amendment to 10% Convertible Note and Securities Purchase Agreement dated February 9, 2016
 
Attached
_______________________________________
* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

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.

 
CANNASYS, INC.
   
     
     
Dated: February 12, 2016
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer

3
Exhibit 10.35
February 9, 2016
CannaSys, Inc.
Attention: Michael Tew, CEO
1720 South Bellaire Street, Suite 325
Denver, CO 80222


Re: Amendment of the 10% Convertible Note  issued by CannaSys, Inc., a Nevada corporation ("Company"), to EMA Financial, LLC, a Delaware limited liability company ("EMA Financial"), on or about October 14, 2015 in the original principal amount of $28,000 ("Note"), and the Securities Purchase Agreement entered into by and between Company and EMA on or about October 14, 2015 ("Agreement").


Dear Mr. Tew,

As you know on or about November 30, 2015 the Company entered into a Securities Purchase Agreement ("SPA") with Kodiak Capital Group, LLC, a Delaware limited liability company ("Kodiak). In connection with the transaction contemplated in the SPA, the Company issued a 12% Convertible Note to Kodiak on or about November 30, 2015 in the original principal amount of $50,000 ("12% Note", and together with the SPA, "Transaction Documents"). The following terms were included in the Transaction Documents:

(1)
Twelve (12%) percent per annum interest rate on the 12% Convertible Note;
(2)
Company paid to Kodiak an Original Issue Discount ("OID") equal to 20% of the Principal Amount of the 12% Convertible Note.
(3)
Thirty-five (35) day lookback [for conversion price calculation];
(4)
A clause indicating that: if the sale price at any time falls below $0.10 then the 50% conversion figure shall be reduced to 25%. Additionally, if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after 181 days from the issuance date, an additional 25% discount will be attributed to the conversion price;
(5)
If Company does not promptly provide a board of directors' resolution and an opinion from Company counsel, at the time of conversion, the Company agrees to accept an opinion of counsel to the holder of the Note which opinion will be issued at the Company's expense and the conversion dollar amount will be reduced by $2,000 to cover the cost of such legal opinion;
(6)
If delivery of the Common Stock issuable upon conversion of this Note is not delivered by the deadline the Company shall pay $2,000 per day in cash for each day beyond the deadline that Company fails to deliver such Common Stock, or at EMA Financial's option such sum shall be added to the Principal Amount of the Note in which event interest shall accrue;
(7)
Company is required at all times to have authorized and reserved ten (10) times the number of shares that is actually issuable upon full conversion of the 12% Convertible Note;

Therefore pursuant to section 4(n) in the Agreement, the Agreement and Note shall be amended to incorporate the foregoing terms listed above, including without limitation an increase of $2,800 to the principal amount of the Note to reflect the OID.

Kindly confirm your understanding by signing below and returning this Amendment to EMA, and returning the enclosed revised Transfer Agent Instructions Letter signed by the Company and your current registered transfer agent.  Thank you.

EMA FINANCIAL, LLC

By:
/s/ Felicia Preston
Name:
Felicia Preston
Title:
Director



ACKNOWLEDGED AND AGREED:

CANNASYS, INC

By:
/s/ Michael Tew
 
Name: Michael Tew
 
Title: CEO