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):  July 29, 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 17 th 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 July 27, 2016, CannaSys, Inc. (the "Company"), and F-Squared Enterprises, LLC, entered into a Share Exchange Agreement to exchange F-Squared's 1,515,000 shares of the Company's common stock for 1,515,000 shares of the Company's Series A Preferred Stock.


ITEM 3.03—MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information set forth in Item 5.03 regarding the Series A Preferred Stock Designation (as defined below) is incorporated by reference in this Item 3.03.


ITEM 5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR

On July 29, 2016, the Company filed an Amendment to the Articles of Incorporation Designating Rights, Privileges, and Preferences of Series A Preferred Stock (the "Series A Preferred Stock Designation") with the Nevada Secretary of State respecting 1,515,000 shares of Series A Preferred Stock. The Series A Preferred Stock ranks equal to the Company's common stock respecting the payment of dividends and distribution of assets upon liquidation, dissolution, or winding up.

The Series A Preferred Stock may not be redeemed.

At such time as the Company files an amendment to its articles of incorporation to effect a reverse stock split and increase its authorized shares of the common stock, so that the Company has a sufficient number of authorized and unissued shares of common stock to permit the conversion of all outstanding shares of the Series A Preferred Stock into common stock (the "Recapitalization"), then upon the filing and acceptance of the amendment, all the outstanding shares of Series A Preferred Stock will be immediately and automatically convert into shares of common stock without any notice or action required on the part of the Company or the holder. At the consummation of the mandatory conversion, the holder of Series A Preferred Stock will be entitled to receive common stock at the conversion rate of one share of fully paid and nonassessable common stock for one share of Series A Preferred Stock.

The Series A Preferred Stock   shall be voted with the common stock as a single class and shall not be entitled to vote as a separate class, except to the extent that the consent of the holders of the Series A Preferred Stock, voting as a class, is specifically required by the provisions of the corporation laws of the state of Nevada, as now existing or as hereafter amended. Each holder of Series A Preferred Stock shall be entitled to 50 votes for each share of such stock held on all matters submitted to a vote of the stockholders of the Corporation. Whenever holders of Series A Preferred Stock are required or permitted to take any action by vote, such action may be taken without a meeting in a written consent setting forth the action so taken and signed by the holders of the outstanding shares of Series A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all such shares entitled to vote thereon were present and voted. Each share of the Series A Preferred Stock shall entitle the holder thereof to one vote on all matters to be voted on by the holders of the Series A Preferred Stock.

See the Series A Preferred Stock Designation for additional information relating to the payment of dividends, adjustments to conversion rate, and other matters.
 
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ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following are filed as exhibits to this report:

Exhibit
Number*
 
 
Title of Document
 
 
Location
         
Item 3
 
Articles of Incorporation and Bylaws
   
3.03
 
Amendment to the Articles of Incorporation Designating Rights, Privileges, and Preferences of Series A Preferred Stock
 
Attached
         
         
Item 10
 
Material Contracts
   
10.56
 
Share Exchange Agreement
 
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.
 
Registrant
     
     
Dated: August 2, 2016
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer

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Exhibit 3.03
 
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada  89701-4201
(775) 684-5708
Website:  www.nvsos.gov


Certificate of Designation
(PURSUANT TO NRS 78.1955)


Certificate of Designation
for Nevada Profit Corporations
(Pursuant to NRS78.1955)

1.   Name of corporation:

CannaSys, Inc.

2.   By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:

Series A Preferred Stock consisting of 1,515,000 shares, par value $0.001, approved July 27, 2016.

3.   Effective date of filing (optional): _____

4.   Signature:  (required)

/s/ Michael A. Tew
Signature of Officer


EXHIBIT A

CANNASYS, INC.
 

AMENDMENT TO ARTICLES OF INCORPORATION
DESIGNATING RIGHTS, PRIVILEGES, AND PREFERENCES OF
SERIES A PREFERRED STOCK


Pursuant to the provisions of Nevada Revised Statutes, Section 78.195, et seq. , the undersigned corporation, CannaSys, Inc. (the " Corporation "), hereby adopts the following Amendment Designating Rights, Privileges, and Preferences of Series A Preferred Stock (the " Designation "):

FIRST :  The name of the Corporation is CannaSys, Inc.

SECOND :  On July 27, 2016, the Corporation's board of directors adopted a resolution to amend the Corporation's articles of incorporation to designate a class of Series A Preferred Stock, consisting of 1,515,000 shares, par value $0.001, by filing an amendment to articles of incorporation designating rights, privileges, and preferences of series a preferred stock, substantially in the form reviewed and approved by the board. Accordingly, pursuant to the authority given by Article IV of the amended and restated articles of incorporation (which authorized 5,000,000 shares of preferred stock, par value $.0.001), a new series of preferred stock in the Corporation having the following powers, preferences, rights, qualifications, limitations, and restrictions and the number of shares constituting such series and the designation of such series set forth below be, and it hereby is, authorized by the Corporation's board of directors as follows:

1.   Number of Shares and Designation . The Corporation hereby designates 1,515,000 shares of its authorized preferred stock as the Series A Preferred Stock, par value $0.001 (the " Series A Preferred Stock ").

2.   Liquidation Preference . In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any other series of preferred stock that are in existence or may, from time to time, come into existence, the assets of the Corporation available for distribution to stockholders shall be distributed ratably among the holders of the Series A Preferred Stock and the Corporation's common stock, par value $0.001 per share (" Common Stock "), with each outstanding share of the Series A Preferred Stock being entitled to receive an amount or value equal to the Conversion Rate (as defined below) multiplied by the amount to be distributed to one share of Common Stock.

3.   Redemption . The Series A Preferred Stock does not have any redemption rights.

4.   Dividends . The Series A Preferred Stock will not be entitled to dividends unless the Corporation pays cash dividends or dividends in other property to holders of outstanding shares of Common Stock, in which event, each outstanding share of the Series A Preferred Stock will be entitled to receive dividends of cash or property in an amount or value equal to the Conversion Rate multiplied by the amount paid respecting one share of Common Stock. Any dividend payable to the Series A Preferred Stock will have the same record and payment date and terms as the dividend payable on the Common Stock.
5.   Mandatory Conversion .

(a)   Conversion . At such time as the Corporation files an amendment (" Amendment ") to its articles of incorporation with the Nevada Secretary of State effecting a reverse stock split and increase in authorized shares of the Common Stock so that the Corporation has a sufficient number of authorized and unissued shares of Common Stock to permit the conversion of all outstanding shares of the Series A Preferred Stock into Common Stock (the " Recapitalization "), then upon the filing and acceptance of the Amendment, whether by amendment or restatement, all the outstanding shares of Series A Preferred Stock will immediately and automatically convert into shares of Common Stock without any notice or action required on the part of the Corporation or the holder (" Mandatory Conversion "). At the consummation of the Mandatory Conversion, the holders of Series A Preferred Stock will be entitled to receive Common Stock at the conversion rate of one share of fully paid and nonassessable Common Stock for one share of Series A Preferred Stock (" Conversion Rate ").

(b)   Obligation . The Corporation agrees that it shall, in good faith, promptly take any and all such corporate action as may, in the opinion of its counsel, be necessary to effect the Reverse Split and to expeditiously effect the conversion of all outstanding shares of the Series A Preferred Stock to shares of Common Stock, including use its reasonable best efforts to obtain the requisite stockholder approval of any necessary amendment to the articles of incorporation to achieve the foregoing.

(c)   Conversion Procedure . The Corporation shall use commercially reasonable efforts to issue or cause its transfer agent to issue the Common Stock issuable upon the Mandatory Conversion as soon as practicable after the Mandatory Conversion. The Corporation shall bear the costs associated with the issuance of the Common Stock issuable upon the Mandatory Conversion. The Common Stock issuable upon the Mandatory Conversion shall be issued with a restrictive legend indicating that it was issued in a transaction that is exempt from registration under the Securities Act of 1933, as amended, and that it cannot be transferred unless it is so registered or an exemption from registration is available in the opinion of counsel to the Corporation. The Common Stock issuable upon the Mandatory Conversion shall be issued in the same name as the person who is the holder of the Series A Preferred Stock unless, in the opinion of counsel to the Corporation, a change of name and such transfer can be made in compliance with applicable securities laws. The person in whose name the certificates of Common Stock are so recorded and other securities issuable upon the Mandatory Conversion shall be treated as a common stockholder of the Corporation at the close of business on the date of the Mandatory Conversion. The certificates representing the Series A Preferred Stock shall be cancelled on the date of the Mandatory Conversion.

6.   Adjustments to Conversion Rate and Reorganization . The Conversion Rate for the number of shares of Common Stock into which the Series A Preferred Stock shall be converted on a Mandatory Conversion shall be subject to adjustment from time to time as hereinafter set forth:
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(a)   Stock Dividends, Recapitalization, Reclassification, Split-Ups . If, before the date of the Mandatory Conversion, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common Stock or by a split-up, recapitalization, or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the Conversion Rate will be adjusted so that the number of shares of Common Stock issuable on the Mandatory Conversion shall be increased in the same proportion as the increase in the number of outstanding shares of Common Stock.

(b)   Aggregation of Shares . If before or on the date of the Mandatory Conversion, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, or reclassification of shares of Common Stock or other similar event (including the Reverse Split), then, upon the effective date thereof, the number of shares of Common Stock issuable on the Mandatory Conversion of the Series A Preferred Stock shall be decreased in the same proportion as the decrease in the number of outstanding shares of Common Stock.

(c)   Change Resulting from Reorganization or Change in Par Value, etc . In case of: (i) any reclassification or reorganization of the outstanding shares of Common Stock that solely affects the par value of the shares of Common Stock; (ii) any merger or consolidation of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or reorganization of the outstanding shares of Common Stock); or (iii) any sale or conveyance of all or substantially all of the assets of the Corporation in a single or series of related transactions to another corporation or entity and the related dissolution of the Corporation, the holders of Series A Preferred Stock shall have the right thereafter (until the Mandatory Conversion or its equivalent) to receive upon the conversion of the Series A Preferred Stock the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger, or consolidation, or upon a dissolution following any such sale or other transfer, by a holder of the number of shares of Common Stock into which the Series A Preferred Stock is convertible immediately before such event; and if any reclassification also results in a change in the shares of Common Stock, then such adjustment also shall be made.

(d)   Successive Changes . The provisions of this section shall similarly apply to successive reclassifications, reorganizations, mergers, consolidations, sales, or other transfers.

7.   Voting Rights . The Series A Preferred Stock   shall be voted with the Common Stock as a single class and shall not be entitled to vote as a separate class, except to the extent that the consent of the holders of the Series A Preferred Stock, voting as a class, is specifically required by the provisions of the corporation laws of the state of Nevada, as now existing or as hereafter amended. Each holder of Series A Preferred Stock shall be entitled to 50 votes for each share of such stock held on all matters submitted to a vote of the stockholders of the Corporation. Whenever holders of Series A Preferred Stock are required or permitted to take any action by vote, such action may be taken without a meeting in a written consent setting forth the action so taken and signed by the holders of the outstanding shares of Series A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all such shares entitled to vote thereon were present and voted. Each share of the Series A Preferred Stock shall entitle the holder thereof to one vote on all matters to be voted on by the holders of the Series A Preferred Stock.
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8.   No Impairment . The Corporation will not, by amendment of its articles of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, and will at all times in good faith assist in carrying out all of the provisions of this section and in taking all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series A Preferred Stock against impairment.

9.   No Fractional Shares and Certificate as to Adjustments . No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. The number of shares issuable upon conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is, at the time, converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

10.   Notices of Record Date . In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution; any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property; or any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least 10 days before the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right.

11.   Notices . Any notice required by the provisions of this Designation to be given to the holders of shares of Series A Preferred Stock shall be deemed given if deposited in the U.S. mail, postage prepaid, and addressed to each holder of record at its address appearing on the Corporation's books.

12.   Return of Status as Authorized Shares . Upon the Mandatory Conversion or any other redemption or extinguishment of the Series A Preferred Stock, the shares converted, redeemed, or extinguished will be automatically returned to the status of authorized and unissued shares of preferred stock, available for future designation and issuance pursuant to the terms of the articles of incorporation.

THIRD :  This Designation was duly adopted by the board of directors without stockholder action, and stockholder action was not required.

FOURTH :  This Designation does not alter the preferences, limitations, or relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares.
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IN WITNESS WHEREOF, the foregoing Amendment Designating Rights, Privileges, and Preferences of Series A Preferred Stock of the Corporation has been executed this 27th day of July, 2016, by the undersigned, who affirms and acknowledges, that the foregoing is the undersigned's act and deed and that the facts stated herein are true.

CANNASYS, INC.


By: /s/ Michael A. Tew
Michael A. Tew, Chief Executive Officer
 
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Exhibit 10.56
 
SHARE EXCHANGE AGREEMENT
 
THIS SHARE EXCHANGE AGREEMENT (this " Agreement ") is entered into effective as of July 27, 2016 (the "Effective Date "), by and between CANNASYS, INC . , a Nevada corporation (" CannaSys "), and F-SQUARED ENTERPRISES LLC, a Colorado limited liability company (" F‑Squared "). CannaSys and F-Squared are referred to individually, as a " Party ," or collectively, as the " Parties ."
 
Recitals
 
A.   CannaSys desires to issue and deliver 1,515,000 shares of CannaSys's Series A Preferred Stock, par value $0.001 to F-Squared (the " Preferred Stock "), in exchange for F-Squared's contribution back to CannaSys of its 1,515,000 shares of CannaSys's common stock, par value $0.001, certificate number 165 (the " Common Shares ") on the terms and subject to the conditions set forth in this Agreement (the " Exchange ").
 
B.   The Parties deem it advisable and in CannaSys's stockholders' best interests to effect the Exchange contemplated by this Agreement.
 
Agreement
 
NOW, THEREFORE , in consideration of the foregoing Recitals (which are incorporated herein by this reference), the respective representations, warranties, covenants, and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties agree as follows:
 
Section 1.   Share Exchange . Upon the terms and conditions of this Agreement, on or before the Closing Date (as defined below):
 
(a)   F-Squared shall contribute back and deliver the Common Shares to CannaSys in exchange for the Preferred Stock to be issued and delivered to F-Squared as provided below; and
 
(b)   CannaSys shall issue and deliver the Preferred Stock to F-Squared, in consideration of the Common Shares contributed back and delivered to CannaSys, as provided above.
 
Section 2.   Closing Date .
 
(a)   On or before the Closing Date, F-Squared will deliver certificate number 165 representing the Common Shares duly endorsed for transfer or accompanied by a stock power separate from the certificate, in each case endorsed by the appropriate party or parties and accompanied by reasonable assurances that such endorsements are genuine and effective. On receipt of such certificate, CannaSys shall cancel such certificate on its books and records.
 
(b)   On the effective date of the amendment to CannaSys's amended and restated articles of incorporation designating the rights, privileges, and preferences of Series A Preferred Stock, CannaSys will issue and deliver to F-Squared a certificate representing the Preferred Stock registered in F-Squared's name. The time and date of such deliveries shall be at a time, on a date, and at a place to be specified by the Parties (the " Closing Date ").
 
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Section 3.   Restrictions on Preferred Stock . Issuance and delivery of the Preferred Stock in the Exchange in accordance with this Agreement will be subject to certain restrictions under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated by the SEC thereunder and certain applicable state securities laws, based in part on the representations, acknowledgment, and covenants set forth herein. The Preferred Stock must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available; CannaSys is under no obligation to register the Preferred Stock under the Securities Act or under Section 12 of the Securities Exchange Act of 1934, as amended. The certificate representing the Preferred Stock will bear a legend so restricting the sale of such shares.
 
Section 4.   Representations and Warranties . Each Party represents and warrants to the other Party:
 
(a)   Each Party is duly organized, validly existing, and in good standing under the laws of it state of incorporation or organization.
 
(b)   Each Party's execution and delivery of this Agreement is authorized, and it has taken all requisite action necessary for the authorization, execution, and deliver of this Agreement.
 
Section 5.   Conditions Precedent to the Obligations of the Parties . The obligations of each Party to this Agreement are subject to the fulfillment to each Party's satisfaction on or before the Closing Date of each of the following conditions:
 
(a)   Performance by Parties . Each Party shall have performed and complied with all agreements, terms, and conditions required by this Agreement to be performed or complied with by each Party.
 
(b)   Approval of Transaction . The transactions contemplated by this Agreement shall have been approved by each Party pursuant to Nevada or Colorado law as applicable.
 
(c)   Governmental Proceedings . No action or proceeding before any court or other governmental body shall be instituted that prohibits or invalidate, or threatens to prohibit or invalidate, the transactions contemplated by this Agreement.
 
Section 6.   Further Assurances . The Parties shall do and execute or procure to be done and executed all such further acts, deeds, things, and documents as may be necessary to give effect to the restructuring transactions and the other terms of this Agreement.
 
Section 7.   General; Miscellaneous .
 
(a)   Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Colorado without giving effect to any choice or conflict of law provision or rule (whether the state of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Colorado.
 
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(b)   Notices . 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 delivered, if personally delivered; as of the date sent, if sent by electronic mail and receipt is acknowledged by the recipient; and one day after the date sent, if delivered by overnight courier service:
 
To F-Squared:
 
F-Squared Enterprises LLC
P.O. Box 1136
Castle Rock, CO 80104
Attention: Brandon C. Jennewine
Email: Chad@cannasys.com
Telephone: (720) 480-1689
 
To Licensee:
 
CannaSys, Inc.
1350 17 th Street, Suite 1505
Denver, Colorado 80202
Attention: Michael A. Tew
Email: Michael.Tew@cannasys.com
Telephone: (720) 420-1290
 
Each Party, by notice given in accordance herewith, may specify a different address for the giving of any notice hereunder.
 
(c)   Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument. Telecopy or electronic signatures shall be deemed valid and binding to the same extent as the original.
 
(d)   Amendment . This Agreement may not be amended, modified, or waived, except by an instrument in writing signed by both Parties.
 
(e)   Successors and Assigns; Assignability . This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the Parties. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning Party of any obligation under this Agreement.
 
(f)   No Waiver; Remedies . No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of the right, power, or privilege. A single or partial exercise of any right, power, or privilege shall not preclude any other or further exercise of the right, power, or privilege or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.
 
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(g)   Public Announcements . The Parties agree that no public release, announcement, or any other disclosure concerning any of the transactions contemplated hereby shall be made or issued by any Party without the prior written consent of both Parties (which consent shall not be unreasonably withheld or delayed), except to the extent such release, announcement, or disclosure may be required by law, in which case the Party required to make the release, announcement, or disclosure shall allow the other Parties, as applicable, reasonable time to comment on such release, announcement, or disclosure in advance of such issuance or disclosure; but no notice is required if the disclosure is determined by CannaSys's legal counsel to be required under federal or state securities laws or exchange regulation applicable to CannaSys.
 
IN WITNESS WHEREOF, the Parties, each acting with due and proper authority and agreeing to be bound by the terms hereof, have executed this Agreement as of the Effective Date.
 
F-Squared Enterprises, LLC
 
CannaSys, Inc.
     
     
By:
/s/ Brandon C. Jennewine
 
By:
/s/ Michael A. Tew
Name:
Brandon C. Jennewine
 
Name:
Michael A. Tew
Title:
Manager
 
Title:
Chief Executive Officer

 
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