Current Report Filing (8-k)

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): January 24, 2018

GENERAL CANNABIS CORP

(Exact Name of Registrant as Specified in Charter)

Colorado

000-54457

20-8096131

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


6565 E. Evans Avenue Denver, Colorado		80224
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 759-1300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 2.01		Completion of Acquisition or Disposition of Assets.

On January 24, 2018, General Cannabis Corp., a Colorado corporation (the “Company”), entered into a limited liability company operating agreement (the “Operating Agreement”) with DNFC LLC (“DNFC”), pursuant to which the Company and DNFC formed Desert Created Company LLC (“Desert Created Company”). Pursuant to the Operating Agreement, each party owns a 50% interest in Desert Created Company, and each party serves as a managing member. Desert Created Company will, among other things, provide certain service management services to holders of medical marijuana licensees in Arizona. In connection with the formation of Desert Created Company, the Company contributed 75,000 shares of the Company’s common stock and warrants to purchase 75,000 shares of the Company’s common stock, at an exercise price of $2.00 per share, to members of DNFC.

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 thereunto duly authorized.

Dated: January 30, 2018