AMMJ American Cannabis Company Inc (QB)

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

 

December 2, 2014 (November 25, 2014)

Date of Report (Date of earliest event reported)

 

AMERICAN CANNABIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-26108		94-2901715
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

    

 

3457 Ringsby Court, Unit 111 Denver, Colorado		80216-4900
(Address of principal executive offices)		(Zip Code)

 

(720) 466-3789

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

	[ ] 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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 25, 2014, the Board of Directors (the “Board”) of American Cannabis Company, Inc. appointed Mr. Vincent “Tripp” Keber to serve as an outsider member of the Company’s Board. In connection with Mr. Keber’s appointment, he shall receive a warrant to purchase up to two hundred and fifty thousand (250,000) shares of our common stock at an exercise price of sixty-three cents ($0.63) per share exercisable within five (5) years of the date of issuance. Additionally, Mr. Keber shall be eligible to participate in the Company’s incentive plan, as and when duly approved by the Board and the Company’s shareholders, for up to an additional 400,000 shares of common stock that shall vest in equal amounts per quarter over the next two (2) years, subject at all times to Mr. Keber remaining a member of the Board.

 

The business experience of Mr. Keber, age 46, is set forth below:

 

Vincent “Tripp” Keber – Since November 2014, Mr. Keber has served as Director on the Company’s Board. Mr. Keber is a co-founder and Chief Executive Officer of Dixie Elixirs & Edibles, a Colorado licensed medical marijuana infused products manufacturer. He is a founding director of the National Cannabis Industry Association, and, since 2013, has served as a director of the Marijuana Policy Project. He is also an advisory board member of the Medical Marijuana Industry Group in Colorado. In his current role as CEO of Dixie, Mr. Keber is responsible for the overall strategy, licensing, marketing, branding and expansion efforts related to the Dixie brand, both domestically and internationally. Mr. Keber has been featured on CBS’s 60 Minutes and CNBC. Since June 2014, Mr. Keber has also served as a Director of MassRoots, Inc. Prior to joining Dixie, Mr. Keber served as Chief Operating Officer for Bella Terra Resort Development Company, and EVP of Business Development for Sagebrush Realty Development. Mr. Keber has a BS in Political Science from Villanova University. Mr. Keber is involved in several charitable organizations located within the Aspen and Denver communities, and assists in the research and development of cannabis support for veterans suffering from post-traumatic stress disorder.

 

ACC’s Board believes Mr. Keber’s qualifications to serve on the Board include his extensive experience, knowledge and leadership in the legal cannabis industry, as well as his success as a business leader and entrepreneur.

 

Mr. Keber has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered into or adopted a material compensatory plan to which its principal executive officers or directors participate or are a party.

 

Item 8.01

Other Events

 

On November 25, 2014, the Company issued a press release tilted, “American Cannabis Company Announces Appointment of Outside Director to Board of Directors.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

On December 2, 2014, the Company issued a press release tilted, “American Cannabis Company Client Wins One of Two Licenses in Minnesota.” A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

 

Item 9.01 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

Press Release tilted “American Cannabis Company Announces Appointment of Outside Director to Board of Directors”, dated November 25, 2014.

99.2

Press Release tilted “American Cannabis Company Client Wins One of Two Licenses in Minnesota”, dated December 2, 2014.

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.

 

	American Cannabis Company, Inc.
Date: December 2, 2014	By:	/s/ Corey Hollister
		Corey Hollister
		Chief Executive Officer

Exhibit 99.1

 

American Cannabis Company Announces Appointment of Outside Director to Board of Directors

 

DENVER, CO / ACCESSWIRE / November 25, 2014 / American Cannabis Company Inc. (OTCQB: AMMJ) (the "Company" or "ACC"), an end-to-end cannabis industry consulting and management firm and provider of proprietary and preferred products, today announced the appointment of Dixie Brands CEO, Tripp Keber to its Board of Directors ("the Board"). Mr. Keber will act as an independent Director bringing his extensive industry background, expertise and reach into other business avenues. Mr. Keber's appointment underscores ACC's continued efforts to build a strong foundation that can assist its clients and ultimately driving value for its shareholders.

 

Mr. Keber is a pioneering force in the cannabis industry having been involved in the space since it's inception in 2009 in Colorado. He is currently involved with several businesses and also serves on several industry boards including the Marijuana Policy Project (MPP), the Council for Responsible Cannabis Regulation (CRCR) and the National Cannabis Industry Association (NCIA) where he is a founding member of the board. In his current role as CEO of Dixie Brands, Inc., Mr. Keber is focused on everything from the Dixie's overall strategy to focusing on licensing, marketing, branding and expansion efforts related to the Dixie brand both, domestically and internationally.

 

"As a member of ACC's Board, I look forward to assisting American Cannabis Company pursue its business goals and objectives," said Mr. Keber. "I believe strongly in ACC's business model as well as its management team, and am confident in my ability to add value and an unique perspective to their already strong foundation."

 

ACC's CEO Corey Hollister stated, "We are extremely pleased to have an individual of Tripp's caliber join our Board. As one of the legalized cannabis industry's earliest pioneers and successful entrepreneurs, he brings with him a tremendous amount of industry experience as well as personal relationships, which will be invaluable to our business. ACC is going to continue to build out a strong Board of Directors with experience and expertise from other industries to provide unique viewpoints for the cannabis space."

 

About American Cannabis Company:

 

American Cannabis Company ("ACC") offers end-to-end solutions to existing and aspiring participants in the cannabis industry. We utilize our industry expertise to provide business planning and market assessment services, assist state licensing procurement, create business infrastructure and operational best practices. Through our two vertically integrated businesses, American Cannabis Consulting and Trade Winds Inc., a group purchasing organization, we support our clients from concept to creation to commercialization.

For more information, please visit: www.americancannabisconsulting.com

 

About Dixie Brands, Inc.

 

Located in Denver, Colorado, Dixie Brands, Inc., (Dixie Elixirs & Edibles) through its affiliates across the country, has been formulating and producing award-winning THC-infused products since 2009. What began as a single flagship product, the Dixie Elixir (a THC-infused soda), has now expanded to over 30 different products across over 100 SKUs, representing the industry's finest edibles, tinctures, topicals and connoisseur grade extractions. To find out more about Dixie's innovative products, or about how Dixie is building the future of cannabis, please visit us at http://www.dixieelixirs.com. Remember-you must be 21 to visit our site, as cannabis products are not for those under the age of 21!

 

CONTACT
Dixie Elixirs and Edibles

Joe Hodas, Chief Marketing Officer

jhodas@dixieelixirs.com

303-827-6972

Forward Looking Statements:

This news release contains "forward-looking statements" which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as "anticipate," "seek," intend," "believe," "estimate," "expect," "project," "plan," or similar phrases may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects, the future U.S. and global economies, the impact of competition, and the Company's reliance on existing regulations regarding the use and development of cannabis-based drugs. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.

 

CONTACT:

Trent Woloveck

Chief Operating Officer

American Cannabis Company

trent@americancannabisconsulting.com

614-271-4349

 

SOURCE: American Cannabis Company Inc.

Exhibit 99.2 

 

American Cannabis Company Client Wins One of Two Licenses in Minnesota

 

DENVER, CO / ACCESSWIRE / December 2, 2014 / American Cannabis Company Inc. (AMMJ) (the "Company"), a full service cannabis industry consulting and provider of proprietary and preferred products, today announced that it successfully guided its client to win one of the two licenses granted in State of Minnesota. With ACC's collaboration, its client scored the highest in the state's application and interview processes. ACC's partnership with industry leaders enables it to deliver innovative solutions to the cannabis industry and critical insight to its clients.

 

ACC designed and managed the construction of a state of the art medical cannabis greenhouse employing industry best practice and multiple sustainable strategies. ACC also provided its client business planning, including the development of its overall strategy, operations and cultivation practices. ACC designed the cultivation, production and retail facilities to address rapidly developing industry best practices. Finally, it provided application writing and guidance through the application process.

 

The project now enters the deployment phase, which includes the implementation of patient centric, cultivation methods and compliant operational practices at the brand new greenhouse facility. The collective goal now shifts to bringing quality medicine to the patients of the state of Minnesota. ACC's experience in all facets of the legal medical cannabis industry provides a competitive strategy and approach that supports its clients in achieving their business objectives.

 

Corey Hollister, American Cannabis Company CEO, added, "This was a great team win for ACC, as we were able deliver our expertise and bring together top medical marijuana talent from across the State of Colorado. Providing best industry practices, coupled with key strategic partnerships, presents our client with a depth of opportunities. Our Minnesota client has a tremendous patient centric business plan and we are excited to support them as they enter the next phase."

 

About American Cannabis Company:

 

American Cannabis Company ("ACC") offers end-to-end solutions to existing and aspiring participants in the cannabis industry. We utilize our industry expertise to provide business planning and market assessment services, assist state licensing procurement, create business infrastructure and operational best practices. Through our two vertically integrated businesses, American Cannabis Consulting and Trade Winds Inc., a group purchasing organization, we support our clients from concept to creation to commercialization.

For more information, please visit: www.americancannabisconsulting.com

 

Forward Looking Statements:

This news release contains "forward-looking statements" which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as "anticipate," "seek," intend," "believe," "estimate," "expect," "project," "plan," or similar phrases may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects, the future U.S. and global economies, the impact of competition, and the Company's reliance on existing regulations regarding the use and development of cannabis-based drugs. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.

 

SOURCE: American Cannabis Company Inc.