CANNASYS INC (Form: 8-K, Received: 05/25/2016 17:21:53)

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): May 23, 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

n/a
(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 May 23, 2016, CannaSys, Inc., entered into Amendment No. 1 to 10% Convertible Promissory Note of CannaSys to amend the terms of the 10% Convertible Promissory Note of CannaSys, Inc. dated November 18, 2015 (together, the " Note "), with Tangiers Investment Group, LLC, a Delaware limited liability company. In consideration of Tangiers Investment Group's agreement not to submit a notice of conversion prior to June 10, 2016, CannaSys issued a stock grant of 100,000 restricted shares of its common stock to Tangiers Investment Group.

ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 1.01 is incorporated by reference in this Item 3.02. The grant of restricted stock to Tangiers Investment Group, LLC, 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. Tangiers Investment Group, LLC, is an "accredited investor" as defined in Rule 501(a) of Regulation D and confirmed the foregoing and acknowledged, in writing, 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 are filed as exhibits to this report:

Exhibit Number*	Title of Document	Location

Item 10	Material Contracts
10.42	Amendment No. 1 to 10% Convertible Promissory Note of CannaSys, dated May 23, 2016	Attached
10.43	Grant of Restricted Stock to Tangiers Investment Group, LLC, dated May 23, 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.

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: May 25, 2016	By:	/s/ Michael A. Tew
		Michael A. Tew, Chief Executive Officer

AMENDMENT NO. 1 TO 10% CONVERTIBLE PROMISSORY

NOTE OF CANNASYS

THIS AMENDMENT NO. 1 TO 10% CONVERTIBLE PROMISSORY NOTE OF CANNASYS (" Amendment No.1 "), is entered into on May 23, 2016 (" Effective Date "), by and between CANNASYS, INC., a Nevada corporation (" CANNASYS "), and TANGIERS INVESTMENT GROUP, LLC, a Delaware limited liability company (" TANGIERS ") to amend the 10% Convertible Promissory Note issued by CANNASYS to TANGIERS on November 18, 2015, in the original principal amount of $60,000, (together with the exhibits to the note and the transfer agent letter, the " Note ").

Recitals

CANNASYS and TANGIERS desire to amend the Note and each have agreed to execute and deliver this Amendment No. 1 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. 1 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) Introductory Paragraphs . CANNASYS may prepay the outstanding principal balance and accrued interest under the Note in full by paying $100,000 to TANGIERS on or before June 11, 2016.

(b) Section 1(a) .

(i) TANGIERS shall not submit a Conversion Notice to CANNASYS prior to June 10, 2016.

(ii) Notwithstanding anything to the contrary stated in subsection 1(b)(i) above, TANGIERS may exercise its conversion right in accordance with the terms of the Note, as amended, if:

(A) the closing trading price for CANNASYS common stock is lower than $0.05 for three consecutive trading days between the Effective Date and June 10, 2016; or

(B) any holder of a CANNASYS convertible note that is not able to effect a conversion prior to the Effective Date effects a conversion between the Effective Date and June 10, 2016.

(c) Section 1(h) . Neither Tangiers nor any affiliate of Tangiers acting on its behalf or pursuant to any understanding with it will execute any "short sales" (as defined in Rule 200 of Regulation SHO under the Exchange Act) during the period from the Effective Date through June 10, 2016.

2. Stock Grant . In exchange for TANGIERS' forbearances set forth above, CANNASYS agrees to issue 100,000 restricted shares of its common stock to TANGIERS, and TANGIERS accepts these shares as full and completed consideration for its forbearances. The issuance of the restricted shares of common stock of CANNASYS will be issued under an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering, and exemptions from registration requirements under applicable state laws. TANGIERS acknowledges that it is an "accredited investor" as defined under Rule 501 of Regulation D of the Securities Act.

3. General .

(a) Except as amended hereby, the Note shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Note or any other instrument or document executed in connection therewith, or in any certificate, letter, or communication issued or made pursuant to, or respecting, the Note, any reference in any of such items to the Note being sufficient to refer to the Note, as amended.

(b) Any terms capitalized but not otherwise defined herein shall have the meanings set forth in the Note.

(c) This Amendment No. 1 shall be construed in accordance with the laws of the state of California without regard to conflict of laws rules that would result in the application of the substantive laws of another jurisdiction.

(d) The parties may deliver this Amendment No. 1 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. 1 will be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date set forth above.

CANNASYS, INC.		TANGIERS INVESTMENT GROUP, LLC

By:	/s/ Michael A. Tew	/s/ Michael Sobeck
Name:	Michael A. Tew	Michael Sobeck
Title:	CEO	Managing Member

GRANT OF RESTRICTED STOCK

THIS GRANT OF RESTRICTED STOCK (this " Agreement "), dated May 23, 2016 (the " Date of Grant "), is made by and between CANNASYS, INC., a Nevada corporation (the " Company "), and TANGIERS INVESTMENT GROUP, LLC, a Delaware limited liability company (" Grantee "), on the following:

Premises

In connection with the Amendment to the 10% Convertible Promissory Note of CannaSys dated May 23, 2016, entered into by and between the Company and Grantee, the Company has agreed to grant Grantee equity in the Company in the form of restricted shares of common stock (the " Shares "), subject to all of the terms, covenants, and conditions of the Company's charter documents and the conditions and restrictions set forth in this Agreement. Grantee has accepted the Company's grant and desires to acquire the Shares, subject to the conditions and restrictions set forth in this Agreement.

Agreement

NOW, THEREFORE, upon these premises, which are incorporated herein by reference, and for and in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Issuance of Grantee Shares .

(a) The Company hereby grants to Grantee 100,000 fully vested Shares, (the " Grantee Shares "), subject to the terms, conditions, and restrictions set forth in this Agreement, any regulatory restrictions, and the terms, covenants, and conditions of the Company's charter documents.

(b) In connection with the acquisition of the Grantee Shares hereunder, Grantee represents and warrants to the Company that:

(i) The Grantee Shares to be acquired pursuant to this Agreement will be acquired for Grantee's own account, for investment only and not with a view to, or for resale in connection with, distribution thereof in violation of the Securities Act of 1933, as amended (the " Securities Act "), or any applicable state securities laws, and the Grantee Shares will not be disposed of in contravention of the Securities Act, any applicable state securities laws, this Agreement, or the Company's charter documents.

(ii) Grantee has such knowledge and experience in business and financial matters and respecting investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of its investment in the Grantee Shares.

(iii) Grantee has no need for liquidity in its investment in the Grantee Shares and is able to bear the economic risk of its investment in the Grantee Shares for an indefinite period and understands that the Grantee Shares have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Grantee Shares in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available.

(iv) Grantee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Grantee Shares and has had full access to, or been provided with, such other information concerning the Company as Grantee has requested.

(v) Grantee is an "accredited investor" as the term is defined in Rule 501(a) of Regulation D.

(d) Grantee further represents and warrants that this Agreement constitutes the legal, valid, and binding obligation of Grantee, enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by Grantee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Grantee is a party or any judgment, order, or decree to which Grantee is subject.

(e) In connection with the Company's grant and issuance of the Grantee Shares, the Company represents and warrants that:

(i) The Company is a corporation, duly organized, and validly existing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to own, lease, and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(ii) The Company has taken all corporate action necessary to authorize its execution and delivery of this Agreement, performance of its obligations thereunder, and consummation of the transactions contemplated thereby.

(iii) This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

2. Stockholder Rights . Grantee shall have the rights of a stockholder only respecting Grantee Shares fully vested under this Agreement.

3. Legend . Any certificates representing the Grantee Shares will bear the following legend:

The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or any state securities laws. These securities may not be sold or transferred in the absence of such registration or an exemption therefrom under said act or laws.

4. General Provisions .

(a) The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement are held to be invalid or unenforceable for any reason, including due to being overbroad in scope activity, subject, or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided , however , that if any such provision may be made valid or enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law.

(b) This Agreement and the Company's charter documents constitute the entire agreement and understanding of the parties hereto concerning the subject matter hereof and from and after the date of this Agreement, and this Agreement shall supersede any other prior negotiations, discussions, writings, agreements, or understandings, both written and oral, between the parties respecting such subject matter.

(c) This Agreement may be executed in duplicate counterparts, each of which is deemed to be an original and both of which taken together constitute one and the same agreement.

(d) This Agreement is personal to Grantee and without the prior written consent of the Company shall not be assignable by Grantee. This Agreement shall inure to the benefit of and shall be enforceable by Grantee and Grantee's legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person, other than the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

(e) This Agreement shall be governed by and construed in accordance with the laws of the state of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the state of Nevada or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Nevada.

(f) Each party to this Agreement and any such person granted rights hereunder, whether or not such person is a signatory hereto, shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs (including reasonable attorney's fees) for any breach of any provision of this Agreement and to exercise all other rights existing in its or his favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party and any such person granted rights hereunder, whether or not such person is a signatory hereto, may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or other injunctive relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement.

(g) The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Grantee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect, or enforceability of this Agreement or any provision hereof.

(h) Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; and one day after the date so sent, if delivered by overnight courier service; addressed as follows:

If to Grantee, to: TANGIERS INVESTMENT GROUP, LLC

Attn: Michael Sobeck

2251 San Diego Avenue, Suite B150

San Diego, CA 92110

E-mail: msobeck@tangierscapital.com

If to the Company, to: CANNASYS, INC.

1350 17 ^th Street, Suite 150

Denver, CO 80202

Attn: Michael A. Tew

E-mail: michael.tew@annasys.com

Each party, by notice duly given in accordance herewith, may specify a different address for the giving of any notice hereunder.

(i) If any time period for giving notice or taking action hereunder expires on a day that is a Saturday, Sunday, or holiday in the state in which the Company's principal office is located, the period for giving notice or taking action shall be automatically extended to the business day immediately following such Saturday, Sunday, or holiday.

(j) All representations, warranties, and agreements contained herein shall survive the consummation of the transactions contemplated hereby and the termination of this Agreement indefinitely.

(k) The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

(m) Each party hereto hereby irrevocably waives all right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

(n) Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

(o) The term of this Agreement shall commence on the Date of Grant and terminate on December 31, 2016.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	CANNASYS, INC.


	By:	/s/ Michael A. Tew
		Michael A. Tew, CEO

	GRANTEE:

	TANGIERS INVESTMENT GROUP, LLC


	By:	/s/ Michael Sobeck
	Its:	Managing Member
100,000
Number of Grantee Shares