Securities Registration: Employee Benefit Plan (s-8)
July 03 2017 - 6:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on _________, 2017
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of l933
UNITED CANNABIS CORPORATION
(Exact name of issuer as specified in its charter)
Colorado 46-5221947
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Broadway, Suite 1600
Denver, CO 80202 22182
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(Address of Principal Executive Offices) (Zip Code)
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2014 Stock Incentive Plan
2017 Stock Incentive Plan
Consulting Agreement
(Full Title of Plan)
Earnest Blackmon
United Cannabis Corporation
1600 Broadway, Suite 1600
Denver, CO 80202
(Name and address of agent for service)
(303) 386-7321
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for
service to:
William T. Hart, Esq.
Hart & Hart
l624 N. Washington Street
Denver, Colorado 80203
(303) 839-0061
CALCULATION OF REGISTRATION FEE
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price Fee
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Common Stock issuable 4,000,000 $0.90 $3,600,000
pursuant to 2014 Stock
Incentive Plan
Common stock issuable 6,000,000 $0.90 $5,400,000
pursuant to 2017 Stock
Incentive Plan
Common stock issuable
upon exercise of warrants
issued pursuant to
Consulting Agreement 766,000 $0.90 $ 689,400
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$9,689,400 $1,124
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(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Stock Incentive
Plans in the event of stock dividends, stock splits, recapitalizations or
other changes in the Company's common stock. The shares subject to this
Registration Statement are shares granted pursuant to the Company's Stock
Incentive Plans and a Consulting Agreement, all of which may be reoffered
in accordance with the provisions of Form S-8.
(2) Varied, but not less than the fair market value on the date that the
options were or are granted. Pursuant to Rule 457(g), the proposed maximum
offering price per share and proposed maximum aggregate offering price are
based upon closing price of the Company's common stock on June 28, 2017.
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United Cannabis Corporation
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not required to be filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
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1. lan Information
(a) General Plan Information Stock Incentive Plans/Consulting
Agreement
(b) Securities to be Offered Stock Incentive Plans/Consulting
Agreement
(c) Employees who may Participate Stock Incentive Plans/Consulting
in the Plan Agreement
(d) Purchase of Securities Pursuant Stock Incentive Plans/Consulting
to the Plan and Payment for Agreement
Securities Offered
(e) Resale Restrictions Resale of Shares by Affiliates
(f) Tax Effects of Plan Participation Stock Incentive Plans/Consulting
Agreement
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information Regarding the
Assignment of Interest Plans
(i) Forfeitures and Penalties Other Information Regarding the
Plans
(j) Charges and Deductions and Other Information Regarding the Plans
Liens Therefore
2. Registrant Information and Employee Available Information, Documents
Plan Annual Information Incorporated by Reference
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed with the Commission by United Cannabis
Corporation (Commission File No. 000-54582) are incorporated by reference into
this prospectus:
o the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2016;
o the Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 2016;
o the Company's Current Report on Form 8-K filed on June 8, 2017.
All documents filed with the Commission by United Cannabis pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by United Cannabis to offer and
sell securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.
United Cannabis has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to United Cannabis and such securities,
reference is made to the Registration Statement and to the exhibits filed with
the Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
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Item 4 - Description of Securities
Not required.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption for Registration Claimed
With respect to any restricted securities reoffered or resold pursuant to
this registration statement, the Company relied upon the exemption provided by
Section 4(a)(2) of the Securities Act of 1933 in connection with the sale of
these securities. The persons who acquired these securities were sophisticated
investors and were provided full information regarding the Company's business
and operations. There was no general solicitation in connection with the offer
or sale of these securities. The persons who acquired the securities acquired
them for their own accounts.
Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to Item 11 of
the Company's Registration Statement on
Form 10.
(b) - 2014 Stock Incentive Plan
(c) - 2017 Stock Incentive Plan
(d) - Consulting Agreement
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5 - Opinion Regarding Legality
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l5 - Letter Regarding Unaudited None.
Interim Financial Information
23 - Consent of Attorneys and __________________________
Independent Public Accountants
24 - Power of Attorney Included in the signature page of this
Registration Statement
99 - Reoffer Prospectus __________________________
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Item 9 - Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section l3
or Section l5(d) of the Securities Act of l934.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
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employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Earnest Blackmon, his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado, on June 29, 2017.
UNITED CANNABIS CORPORATION
By: /s/ Earnest Blackmon
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Earnest Blackmon, Chief Executive Officer
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Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Earnest Blackmon Chief Executive Officer, June 29, 2017
------------------------- Principal Financial and
Earnest Blackmon Accounting Officer, and
a Director
/s/ Chadwick Ruby Director June 29, 2017
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Chadwick Ruby
/s/ Tony Verzura Director June 29, 2017
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Tony Verzura
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FORM S-8
United Cannabis Corporation
1600 Broadway, Suite 1600
Denver, CO 80202
EXHIBITS