UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 12b-25


NOTIFICATION OF LATE FILING



(Check one): o  Form 10-K       o Form 20-F       o Form 11-K      þ  Form 10-Q      o Form 10-D      o Form N-SAR

o Form N-CSR


For Period Ended: March 31, 2020


o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR


For the Transition Period Ended: ________________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
_________________________________________________________________________________________



PART I - REGISTRANT INFORMATION


General Cannabis Corp

Full Name of Registrant

 

 

Former Name if Applicable

 

6565 E. Evans Avenue

Address of Principal Executive Office (Street and Number)

 

Denver, Colorado 80224

City, State, Zip Code







PART II - RULES 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


 

 (a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

þ

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

 (c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III - NARRATIVE


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)


General Cannabis Corp. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Form 10-Q for the quarterly period ended March 31, 2020 (the “Form 10-Q”) by the filing deadline due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Form 10-Q. The Registrant is still in the process of compiling required information to complete the Form 10-Q as it is reviewing certain non-cash warrant derivative liabilities. The Registrant currently anticipates that it will file the Form 10-Q within the additional time provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.


Cautionary Statement Regarding Forward-Looking Statements


This document contains forward-looking statements, which are based on the Registrant’s current expectations, estimates, and projections about the Registrant’s and its subsidiaries’ businesses and prospects, as well as management’s beliefs, and certain assumptions made by management.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Registrant undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about the anticipated timing of the filing of the Registrant’s Form 10-Q for the quarterly period ended March 31, 2020, and the Registrant’s anticipated financial results for such period.  Such statements are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such differences include, but are not limited to, those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registrant’s most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”), and similar disclosures in subsequent reports filed with the SEC.


PART IV - OTHER INFORMATION


(1)   Name and telephone number of person to contact in regard to this notification:


Steve Gutterman

 

(303)

 

759-1300

(Name)

 

(Area Code)

 

(Telephone No.)


(2)   Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).          Yes þ  No ¨


(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?          Yes þ  No ¨


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


The Registrant expects to report revenue for the quarter ended March 31, 2020 of approximately $1.664 million compared to $0.794 million for the quarter ended March 31, 2019 (as adjusted for discontinued operations). The increase in revenue is primarily due to increased product sales and license application fees, offset by a decrease in recurring consulting fees.


The financial results presented above for the quarter ended March 31, 2020 reflect preliminary estimates of the Registrant’s results of operations and anticipated changes for the corresponding prior period as of the date of the filing of the Form 12b-25.  These estimates are subject to change upon the completion of the reporting process and review of the Registrant’s financial statements, and actual results may vary significantly from these estimates.




General Cannabis Corp

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  June 30, 2020

 

By:

/s/ Steve Gutterman

 

 

 

Steve Gutterman

Chief Executive Officer




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