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

 

Date of Report (date of earliest event reported):   February 23, 2018

 

 

CANNASYS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Nevada

 

000-54476

 

88-0367706

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

1350 17th Street, Suite 150

 

 

Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s telephone number, including area code:  

 

Phone: (720) 420-1290

 

 

 

n/a

(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:

 

[  ]

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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

ITEM 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On February 23, 2018, Patrick G. Burke resigned as our chief operations officer, president, treasurer, secretary, and director. Accordingly, we entered into a Termination, Settlement, and Mutual Release Agreement, a Cancellation of Grant of Restricted Stock, an Amendment to Promissory Note, and a Promissory Note with Mr. Burke to provide the terms of Mr. Burke’s termination and resignation and payment of our obligation for severance pursuant to his employment agreement.

 

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following are filed as exhibits to this report:  

 

Exhibit

Number*

 

 

Title of Document

 

 

Location

 

 

 

 

 

Item 10

 

Material Contracts

 

 

10.83

 

Termination, Settlement, and Mutual Release Agreement, between CannaSys, Inc. and Patrick G. Burke, dated February 23, 2018

 

 

Attached

10.84

 

Cancellation of Grant of Restricted Stock between CannaSys, Inc. and Patrick G. Burke, dated February 23, 2018

 

 

Attached

10.85

 

Amendment to Promissory Note between CannaSys, Inc. and Patrick G. Burke, dated February 23, 2018

 

 

Attached

10.86

 

Promissory Note to Patrick G. Burke, issued February 23, 2018

 

 

Attached

_______________________________________

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.   

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.

 

 

CANNASYS, INC.

 

 

 

 

 

 

 

 

Dated: February 28, 2018

By:

/s/ Michael A. Tew

 

 

Michael A. Tew, Chief Executive Officer