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):  August 18, 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))

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ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 18, 2016, CannaSys, Inc. and Kodiak Capital Group, LLC, a Delaware limited liability company, entered into Amendment No. 1 to Transaction Documents:

·
to reduce the principal amount of the Collateralized Secured Promissory Note dated March 18, 2016, issued by Kodiak Capital Group to CannaSys, from $50,000 to $25,000; and

·
to reduce the principal amount of the 12% Convertible Redeemable Promissory Note dated March 18, 2016, issued by CannaSys to Kodiak Capital Group, from $50,000 to $25,000.

In addition to the convertible notes that are subject to the Securities Purchase Agreement of March 18, 2016, transaction with Kodiak Capital Group, CannaSys has entered into the following agreements:

(1) 12% Convertible Note between CannaSys, Inc. and Kodiak Investment Group, LLC, dated November 30, 2015;

(2) Equity Purchase Agreement, Registration Rights Agreement, and Convertible Promissory Note for $50,000 between CannaSys, Inc. and Kodiak Investment Group, LLC, dated December 15, 2015;

(3) Second Amended and Restated Promissory Note for $50,000 to Kodiak Capital Group, LLC, issued May 23, 2016; and

(4) Amendment No. 1 to Transaction Documents among CannaSys, Inc., Kodiak Capital Group, LLC, and B44, LLC, fully executed on May 25, 2016.


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
   
10.58
 
Amendment No. 1 to Transaction Documents between CannaSys, Inc. and Kodiak Capital Group, LLC, dated August 18, 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.

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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: August 24, 2016
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer

 
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Exhibit 10.58
 
AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS


THIS AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (" Amendment No. 1 "), is entered into effective as of the date of the last signature, by and between CANNASYS, INC., a Nevada corporation (" CannaSys "), and Kodiak Capital Group, LLC, a Delaware limited liability company (" Kodiak ") and amends: (i) the Securities Purchase Agreement dated as of March 18, 2016, by and between Kodiak and CannaSys (the " SPA "); (ii) the Collateralized Secured Promissory Note dated March 18, 2016, issued by Kodiak to CannaSys (the " Buyer Note "); and (iii) the 12% Convertible Redeemable Promissory Note dated March 18, 2016, issued by CannaSys to Kodiak (the " Second Note "); the SPA, Buyer Note, and Second Note are referred to herein as the " Transaction Documents ").

Recitals

A.   On or about March 18, 2016, the parties entered into the Transaction Documents which provided for the sale by CannaSys and the purchase by Kodiak of two 12% convertible promissory notes, each in the principal amount of $50,000. On or about March 18, 2016, Kodiak funded the first note for $50,000 and Kodiak initially paid for the Second Note by issuing to CannaSys the offsetting secured Buyer Note for $50,000.

B.   The parties desire to amend the Transaction Documents to reduce the principal amount of the Buyer Note and Second Note to $25,000, and each party has 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 Transaction Documents . The Transaction Documents are each hereby amended as follows:

(a)   SPA . All references to the Second Note and the Buyer Note in the SPA are hereby amended to change the principal amounts of the notes from $50,000 to $25,000.

(b)   Second Note . The principal amount of the Second Note is amended to $25,000.

(c)   Buyer Note . The principal amount of the Buyer Note is amended to $25,000.

2.   General .

(a)   Except as amended hereby, the Transaction Documents shall continue in full force and effect in accordance with their respective terms. Reference to this Amendment need not be made in the Transaction Documents 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 Transaction Documents, any reference in any of such items to the Transaction Documents being sufficient to refer to the applicable Transaction Document, as amended.

(b)   Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Transaction Documents as applicable.
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(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 dates set forth below.


 
CANNASYS, INC.
 
KODIAK CAPITAL GROUP, LLC
       
By:
/s/ Michael A. Tew
 
/s/ Ryan Hodson
Name:
Michael A. Tew
 
Ryan Hodson
Title:
CEO
 
Managing Member
Date:
August 18, 2016
 
August 18, 2016

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