Amended Current Report Filing (8-k/a)
August 10 2016 - 9:48AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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 4, 2016
AMERICAN CANNABIS COMPANY, INC.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
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Commission
File Number
000-26108
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94-2901715
(I.R.S.
Employer
Identification
Number)
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5690 Logan St Unit A, Denver, Colorado
80216
(Address of Principal Executive Offices
and Zip Code)
(303) 974-4770
(Issuer's telephone number)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section 1 - Registrant’s Business and Operations
Item 1.01 Amendment of a Material Definitive Agreement.
(a)(1) On August 4, 2016, American Cannabis
Company, Inc. (the “Registrant”) amended portions of a material definitive agreement not made in the ordinary course
of its business that it previously reported on Form 8-K filed on June 27, 2016. The parties to the amendments are the Registrant
and Tangiers Global, LLC, a Wyoming Limited Liability Company (“Tangiers”). With the exception of the entry into the
subject amendments to the 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) The Registrant previously reported that 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. Concurrently, 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.
Additionally, the Registrant previously reported that it
and Tangiers coincidentally 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. The Registrant and Tangiers agreed to materially amend the two promissory
notes as follows:
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(i)
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The
previous notes contained a conversion formula providing that Tangiers could 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”). The parties agreed
to delete this conversion formula in favor of a fixed conversion price of $0.1135 per
share; and,
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(ii)
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The
parties agreed to delete that portion of the notes which required Tangiers to retain
20% of each Put Amount as defined in the Investment Agreement to be applied first against
any unpaid interest or other fees, and second against any unpaid principal sum, until
such time as all amounts of unpaid interest, fees and principal sums due have been paid
by the Registrant to Tangiers.
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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.
Dated August 10, 2016
AMERICAN CANNABIS COMPANY, INC.
By: /s/
Corey Hollister
Corey Hollister
Chief Executive Officer
(Principal Executive Officer)
American Cannabis (QB) (USOTC:AMMJ)
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