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):  March 2, 2017


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 March 2, 2017, CannaSys, Inc. and Kodiak Capital Group, LLC, entered into Amendment No. 2 to Equity Purchase Agreement to amend the Equity Purchase Agreement dated December 15, 2015, and Amendment No. 1 to Transaction Documents dated August 18, 2016, to increase the Maximum Commitment Amount from $1,000,000 to $3,000,000 and extend the Commitment Period to December 31, 2018.


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
   
10.73
 
Amendment No. 2 to Equity Purchase Agreement between CannaSys, Inc. and Kodiak Capital Group, LLC, dated March 2, 2017
 
 
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: March 2, 2017
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer


Exhibit 10.73
 
AMENDMENT NO. 2 TO EQUITY PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO EQUITY PURCHASE AGREEMENT (" Amendment No. 2 ") is entered into effective as of the date of the last signature (the " Effective Date "), by and between CANNASYS, INC., a Nevada corporation (" CannaSys "), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (" Kodiak "), and amends that certain Equity Purchase Agreement dated December 15, 2015, between CannaSys and Kodiak, as amended by Amendment No. 1 to Equity Purchase Agreement dated December 15, 2016 (together the " EPA ").
Recital
CannaSys and Kodiak desire to amend the EPA to: (i) increase the Maximum Commitment Amount to $3,000,000; (ii) extend the Commitment Period to December 31, 2018; and (iii) amend the definitions of "Market Price" and "Valuation Period" on the terms and conditions set forth herein. Capitalized terms used in and not defined in this Amendment No. 2 have the meanings given them in the EPA, as applicable.
Agreement
NOW, THEREFORE , in consideration of the foregoing Recital (which is incorporated herein by this reference), the respective representations, warranties, covenants, and agreements set forth in this Amendment No. 2, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the parties agree as follows:
1.
Amendments to EPA . On the Effective Date, the EPA is hereby amended by:

(a)   deleting the definition of "Maximum Commitment Amount" in Section 1.1 in its entirety and replacing it with the following:

"MAXIMUM COMMITMENT AMOUNT" shall mean Three Million Dollars ($3,000,000).

(b)   deleting the definition of "Commitment Period" in Section 1.1 in its entirety and replacing it with the following:

"COMMITMENT PERIOD" shall mean the period commencing on the Execution Date and ending on the date on which Investor shall have purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount or December 31, 2018."

(c)   deleting the definition of "Market Price" in Section 1.1 in its entirety and replacing it with the following:

"MARKET PRICE" shall me shall mean the lowest closing price on the Principal Market for any Trading Day during the Valuation Period, as reported by Bloomberg Finance L.P.
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(d)   deleting the definition of "Valuation Period" in Section 1.1 in its entirety and replacing it with the following:

"VALUATION PERIOD" shall mean the period of five Trading Days immediately preceding the Clearing Date associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued. Investor shall notify the Company in writing of the occurrence of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor.

2.   General .

(a)   Except as amended hereby, the EPA shall continue in full force and effect in accordance with its terms. Reference to this Amendment No. 2 need not be made in the EPA 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 EPA, any reference in any of such items to the EPA being sufficient to refer to the EPA, as amended.

(b)   This Amendment shall be governed by and construed under and in accordance with the laws of the state of California without regard to the principles of conflicts of law.

(c)   This Amendment may be executed in any number of counterparts (and any counterpart may be executed by original, portable document format (pdf), or facsimile signature), each of which when executed and delivered shall be deemed an original, but all of which shall constitute one and the same instrument.


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


CANNASYS, INC.


By:  /s/ Michael Tew
Name: Michael Tew
Its: Chief Executive Officer
Date: ___________________

KODIAK CAPITAL GROUP, LLC


By: /s/ Ryan Hodson
Name: Ryan Hodson
Its: Managing Member
Date: March 2, 2017


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