AMMJ American Cannabis Company Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

(a)(1) American Cannabis Company, Inc. (the “Registrant”) entered into a material definitive agreement not made in the ordinary course of its business on June 23, 2016. The parties to the agreement are the Registrant and Tangiers Global, LLC, a Wyoming Limited Liability Company (“Tangiers”). With the exception of the entry into the subject material definitive agreement, no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control persons on the one hand, and Tangiers, and any of its affiliates or control persons on the other hand.

(a)(2) Pursuant to an Investment Agreement between the Registrant and Tangiers, Tangiers agreed to invest up to five million dollars ($5,000,000) to purchase the Registrant’s Common Stock, par value $0.00001 per share, based upon an exemption from registration provided under Section 4(a)(2) of the 1933 Securities Act, and Section 506 of Regulation D promulgated thereunder. Coincidentally, the Registrant and Tangiers entered into a Registration Rights Agreement, as an inducement to Tangiers to execute and deliver the Investment Agreement, whereby the Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable for Tangier’s investment pursuant to the Investment Agreement. The Investment Agreement terminates thirty-six (36) months after the Effective Date, or when Tangiers has purchased an aggregate of Five Million Dollars ($5,000,000) in the Registrant’s Common Stock, or at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in effect, or upon the election of the Registrant, providing 15 days written notice to Tangiers.

The Registrant and Tangiers also executed two fixed convertible promissory notes: one in the amount of three hundred and thirty thousand dollars ($330,000) and one in the amount of fifty thousand dollars ($50,000), each bearing interest at the rate of eight percent (8%). Both notes are due and payable on February 14, 2017. Tangiers may convert any amount of principal or interest due into the Registrant’s Common Stock, par value $0.00001 per share, based upon a fixed conversion price equal to 80% of the average of the two lowest closing bid prices of the Company’s common stock during the 5 consecutive trading days prior to the execution of the notes and their supporting documents and the payment of initial consideration (the “Effective Date”).