Proxy Statement (definitive) (def 14a)
March 20 2019 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by
the Registrant
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Filed by a Party other than the
Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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UNITED CANNABIS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
REGISTRANT)
Payment
of Filing Fee (Check the appropriate box):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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UNITED CANNABIS CORPORATION
301 Commercial Road, Unit D
Golden, CO 80401
(303) 386-7104
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
May 15, 2019
To the
Stockholders:
Notice
is hereby given that a special meeting of the stockholders of
United Cannabis Corporation (the “Company”) will be
held at the offices of the Company located at 301 Commercial Road,
Unit D, Golden, CO 80401 on May 15, 2019, at 10:00 a.m. (Mountain
Time), for the following purpose:
●
to approve an
amendment to the Company’s Articles of Incorporation to
increase the authorized capitalization of the Company to
200,000,000 shares of common stock.
March
18, 2019 is the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting (the “Record
Date”). Stockholders are entitled to one vote for
each shares of common stock held and 15,000 votes for each Series A
preferred share held. As of the Record Date, there were
77,120,483
outstanding
shares of common stock and 2,000 outstanding shares of Series A
preferred stock.
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UNITED
CANNABIS CORPORATION
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March
20, 2019
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Earnest
Blackmon
Chief
Executive Officer
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS
ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY.
UNITED CANNABIS CORPORATION
301 Commercial Road, Unit D
Golden, CO 80401
(303) 386-7104
PROXY STATEMENT
The
accompanying proxy is solicited by the Company’s directors
for voting at the special meeting of stockholders to be held on May
15, 2019 and at any and all adjournments of the
Meeting. If the proxy is executed and returned, it will
be voted at the Meeting in accordance with any instructions, and if
no specification is made, the proxy will be voted for the proposals
set forth in the accompanying Notice of the
Meeting. Stockholders who execute proxies may revoke
them at any time before they are voted, either by writing to the
Company at the address shown above or in person at the time of the
Meeting. Additionally, any later dated proxy will revoke
a previous proxy from the same
stockholder.
Shares
of the Company’s common stock represented by properly
executed proxies that reflect abstentions or "broker non-votes"
will be counted as present for purposes of determining the presence
of a quorum at the Meeting. "Broker non-votes" represent
shares held by brokerage firms in "street-name" with respect to
which the broker has not received instructions from the customer or
otherwise does not have discretionary voting
authority. Abstentions and broker non-votes will not be
counted as having voted against the proposals to be considered at
the Meeting.
This
proxy statement was posted on
https://www.iproxydirect.com/CNAB
on or about March 20, 2019.
Stockholders are
entitled to one vote for each shares of common stock held and
15,000 votes for each Series A preferred share held. As
of the Record Date, there were 77,120,483 outstanding shares of
common stock and 2,000 outstanding shares of Series A preferred
stock. One third of the shares entitled to vote represented in
person or by proxy will constitute a quorum for the
Meeting.
PRINCIPAL SHAREHOLDERS
The
following table shows the ownership of our common stock and Series
A preferred stock as of the Record Date, by (i) each person whom we
know beneficially owns more than 5% of the outstanding shares of
our common stock or preferred stock; (ii) each of our executive
officers; (iii) each of our directors; and (iv) all of our
executive officers and directors as a group. Unless otherwise
indicated, to our knowledge each of the stockholders listed below
has sole voting and investment power over the shares beneficially
owned.
Common Stock
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Name
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Earnie
Blackmon
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29,691,243
(1)
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34.7
%
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301
Commercial Road, Unit D
Golden,
CO 80401
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Chad
Ruby
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13,113,722
(2)
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14.6
%
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301
Commercial Road, Unit D
Golden,
CO 80401
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Tony
Verzura
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16,260,992
(3)
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20.1
%
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6812
Saroni Drive
Oakland,
CA. 94611
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John
Walsh
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2,566,000
(4)
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3.2
%
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301
Commercial Road, Unit D
Golden,
CO 80401
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All executive
officers and directors as a group (four persons)
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61,631,957
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59.9
%
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(1)
Includes
8,350,000 shares underlying currently exercisable stock options
held by Mr. Blackmon.
(2)
Includes
12,530,000 shares underlying currently exercisable stock options
held by Mr. Ruby.
(3)
Includes
3,600,000 shares underlying currently exercisable stock options
held by Mr. Verzura.
(4)
Includes
2,491,000 shares underlying currently exercisable stock options and
warrants held by Mr. Walsh.
Series A Preferred Stock
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Name
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Earnie
Blackmon
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1,000
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50
%
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Chad
Ruby
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500
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25
%
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Tony
Verzura
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500
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25
%
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Each
Series A preferred share is entitled to 15,000 votes on all matters
submitted to the vote of our shareholders.
PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION
SUCH THAT THE COMPANY WOULD BE AUTHORIZED TO ISSUE 200,000,000
SHARES OF COMMON STOCK.
Stockholders are
being requested to approve an amendment to the Company’s
Articles of Incorporation which would increase the Company's
authorized capitalization to 200,000,000 shares of common stock.
The Company is presently authorized to issue 100,000,000 shares of
common stock. As of March 18, 2019, the Company had
77,120,483
outstanding
shares of common stock as well as outstanding options, warrants and
convertible notes which entitle the holders to acquire 37,783,347
additional shares of the Company’s common stock.
Due to
the Company’s history of losses, the Company has relied upon
proceeds from the sale of its common stock, as well as securities
convertible into common stock, to meet its funding
requirements.
The
Company needs to increase its authorized shares of common stock to
accommodate the additional shares which may be issued if all
outstanding options, warrants and convertible securities were
exercised or converted and to allow the Company to raise additional
capital through the sale of common stock or securities convertible
into common stock.
Although the
Company will be required to fund its operations through the sale of
its securities until the Company is able to generate a profit (if
ever), as of the date of this proxy statement, the Company did not
have any definitive agreements, arrangements, plans, intentions or
commitments, written or oral, with any person requiring the Company
to sell or issue any additional shares of its common stock, whether
for cash or otherwise, except for the Company's obligation to issue
common stock upon the exercise of outstanding options and warrants
or the conversion of notes.
The
Company is also authorized to issue up to 10,000,000 shares of
preferred stock. Increasing the shares of common stock the Company
is authorized to issue will not affect the number of preferred
shares the Company is authorized to issue.
The
Company’s Board of Directors recommends that stockholders
vote FOR this proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The
Company’s Annual Report on Form 10-K for the year ending
December 31, 2018 will be available at
www.sec.gov
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GENERAL
The
cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in
connection with solicitation of proxies will be paid by the Company
including any additional solicitation made by letter or telephone.
Failure of a quorum to be present at the meeting will necessitate
adjournment and will subject the Company to additional
expense.
The
Company’s Board of Directors does not intend to present and
does not have reason to believe that others will present any other
items of business at the annual meeting. However, if other matters
are properly presented to the meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
Please
complete, sign and return the attached proxy promptly.
UNITED CANNABIS CORPORATION
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CONTROL ID:
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REQUEST ID:
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IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Special Meeting of
Stockholders
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DATE:
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May 15, 2019
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TIME:
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10:00 a.m. Mountain time
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LOCATION:
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301 Commercial Road, Unit D, Golden, CO 80401
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HOW TO REQUEST A PAPER COPIES OF OUR PROXY MATERIALS AND PROXY CARD
FOR THIS MEETING OR FOR THIS MEETING AND ALL OTHER
MEETINGS
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PHONE:
Call toll free
1-866-752-8683
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FAX:
Send this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/CNAB
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com
Include your Control ID in your email.
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This communication represents a notice to access a more complete
set of proxy materials available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement
is available at:
https://www.iproxydirect.com/CNAB
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If you want to receive a paper copy of the proxy materials you must
request one. There is no charge to you for requesting a copy. To
facilitate timely delivery please make the request, as instructed
above, before April 15, 2019.
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you may enter your voting instructions at
https://www.iproxydirect.com
/CNAB
until
11:59 pm eastern time on May 14, 2019
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At the Meeting, you will be asked:
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1.
To
approve an amendment to the Company’s Articles of
Incorporation to increase the authorized capitalization of the
Company to 200,000,000 shares of common stock.
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PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE
RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE SPECIAL
MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS
ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED
COPIES.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON MARCH 18,
2019 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS
ENTITLED TO RECEIVE NOTICE OF THE SPECIAL MEETING AND TO VOTE THE
SHARES OF OUR COMMON STOCK AND SERIES A CONVERTIBLE PREFERRED
STOCK.
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IF YOU
HAVE A STOCK CERTIFICATE REGISTERED IN YOUR NAME, OR IF YOU HAVE A
PROXY FROM A SHAREHOLDER OF RECORD ON MARCH 18, 2019, YOU CAN, IF
DESIRED, ATTEND THE SPECIAL MEETING AND VOTE IN PERSON. YOU CAN
OBTAIN DIRECTIONS TO THE SPECIAL SHAREHOLDERS’ MEETING AT:
WWW.GOOGLE,MAPS.COM.
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THE COMPANY’S BOARD OF DIRECTORS, UNANIMOUSLY RECOMMENDS THAT
YOU VOTE
“FOR” PROPOSAL 1.
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Please note - This is not a Proxy Card - you cannot vote by
returning this card
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UNITED
CANNABIS CORPORATION
SHAREHOLDER
SERVICES
500
Perimeter Park Drive Suite D
Morrisville NC
27560
TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED
IMPORTANT
SHAREHOLDER INFORMATION
YOUR
VOTE IS IMPORTANT
UNITED CANNABIS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
SPECIAL
MEETING OF SHAREHOLDERS – MAY 15, 2019
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CONTROL ID:
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REQUEST ID:
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The
undersigned hereby appoints Ernie Blackmon as proxy, with the power
to appoint his substitute, to represent and to vote all the shares
of common stock of United Cannabis Corporation (the
“Company”), which the undersigned would be entitled to
vote, at the Company’s Special Meeting of Shareholders to be
held at the Company’s executive offices located at 301
Commercial Road, Unit D, Golden, CO 80401, on May 15, 2019 at 10:00
a.m., Mountain Time and at any adjournments thereof, subject to the
directions indicated on the reverse side hereof.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING
INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
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FAX:
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Complete
the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/CNAB
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PHONE:
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1-866-752-VOTE(8683)
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SPECIAL MEETING OF THE STOCKHOLDERS OFUNITED CANNABIS
CORPORATION
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal 1
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FOR
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AGAINST
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ABSTAIN
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Approve
an amendment to the Company’s Articles of Incorporation to
increase the authorized capitalization of the Company to
200,000,000 shares of common stock.
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CONTROL
ID:
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REQUEST
ID:
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MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING:
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 1.
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MARK
HERE FOR ADDRESS CHANGE
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New Address (if
applicable):
____________________________
____________________________
____________________________
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
Dated:
________________________, 2019
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(Print
Name of Shareholder and/or Joint Tenant)
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(Signature
of Shareholder)
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(Second
Signature if held jointly)
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