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 27, 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))


ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 27, 2016, CannaSys, Inc., entered into an Amendment No. 2 to Transaction Documents to amend the terms of the 12% Convertible Note and Securities Purchase Agreement, both dated October 14, 2015, with EMA Financial, LLC, a Delaware limited liability company. In consideration of EMA Financial agreeing not to submit a notice of conversion prior to May 1, 2016, CannaSys agreed to increase the principal balance of the note to $33,300 to reflect an increase in the original issue discount and amend the calculation of the conversion price, all as set forth in the amendment.


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
 
Material Contracts
   
10.38
 
Amendment No. 2 to Transaction Documents dated April 27, 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. Omitted numbers in the sequence refer to documents previously filed as an exhibit.


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: April 27, 2016
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer

Exhibit 10.38
 
AMENDMENT NO. 2 TO TRANSACTION DOCUMENTS



THIS AMENDMENT (" Amendment No. 2 "), is entered into on April 27, 2016 (" Effective Date "), by and between CANNASYS, INC., a Nevada corporation (" CannaSys "), and EMA FINANCIAL, LLC, a Delaware limited liability company (" EMA ") and amends the 12% Convertible Note issued by CannaSys to EMA on or about October 14, 2015, in the original principal amount of $28,000 (the " Note "), and the Securities Purchase Agreement entered into by and between CannaSys and EMA on or about October 14, 2015 (the " SPA ").

Recitals

A.   On or about February 2, 2016, CannaSys and EMA amended the Note and SPA to, among other items, increase the interest rate from 10% to 12% per annum, increase the lookback period for conversion price calculation from twenty-five (25) to thirty-five (35) days, and increase the principal amount of the Note to $30,800 to reflect an increase in Original Issue Discount ("OID") of $2,800 (" Amendment No. 1 ").

B.   CannaSys and EMA desire to amend the Note and SPA, as amended, and each have agreed to execute and deliver this Amendment No. 2 on the terms and conditions set forth herein.

Agreement

NOW, THEREFORE , upon the foregoing recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and conditions in this Amendment No. 2 and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.   Amendments to Note . The Note is hereby amended to incorporate the following additional terms:

(a)   Principal Balance . Concurrent with the execution of this Amendment No. 2 the principal balance of the Note is increased to $33,300 to reflect the increase in OID of $2,500.

(b)   Section 1,1 . EMA shall not submit a Notice of Conversion to CannaSys prior to May 1, 2016.

(c)   Section 1.2 . Notwithstanding anything contained therein, the conversion price will be the lower of: (i) $0.75 or, (ii) the lowest sale price for the Common Stock during the 35 consecutive Trading Days immediately preceding May 1, 2016, or (iii) the formula as drafted in Section 1.2 (which reflect the Amendment No. 1 changes).

2.   Except as amended hereby, the Note and SPA shall continue in full force and effect in accordance with its terms.

3.   Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Note or SPA as applicable.
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4   This Amendment No. 2 shall be construed in accordance with the laws of the state of New York without regard to conflict of laws rules that would result in the application of the substantive laws of another jurisdiction.

5.   The parties may deliver this Amendment No. 2 by fax or email and may execute it in counterparts, each of which will be an original and both of which will constitute the same instrument. An electronically-stored copy or photocopy of the original, executed Amendment No. 2 will be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date set forth above.


CANNASYS, INC.
 
EMA FINANCIAL, LLC
     
By: /s/ Michael A. Tew
 
By: /s/ Felicia Preston
Name: Michael A. Tew
 
Name: Felicia Preston
Title: CEO
 
Title: Director


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