Current Report Filing (8-k)
October 15 2019 - 03:50PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
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): October 9, 2019
AMERICAN
CANNABIS COMPANY, INC.
(Exact Name
of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
|
Commission
File Number
000-26108
|
90-1116625
(I.R.S.
Employer
Identification
Number)
|
5690
Logan St # 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:
[ ] 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 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Section
1 - Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
(a)(1)
American Cannabis Company, Inc. (the “Registrant”) entered into a material definitive agreement not made in the ordinary
course of its business on October 11, 2019. The parties to the agreement are the Registrant and White Lion Capital, LLC, a Nevada
Limited Liability Company (“White Lion”). With the exception of the entry into the subject 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 White Lion, and any of its affiliates or control persons on the other hand.
(a)(2)
Pursuant to a Common Stock Purchase Agreement between the Registrant and White Lion, White Lion agreed to invest up to Seven Million,
Five Hundred Thousand Dollars ($7,500,000) to purchase the Registrant’s Common Stock, par value $0.00001 per share. Coincidentally,
the Registrant and White Lion entered into a Registration Rights Agreement, as an inducement to White Lion to execute and deliver
the Common Stock Purchase 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 White Lion’s investment pursuant to the Common Stock Purchase Agreement. The Common Stock Purchase
Agreement terminates thirty-six (36) months after the Effective Date, or conditioned upon the following events: (i) when White
Lion has purchased an aggregate of Seven Million, Five Hundred Thousand Dollars ($7,500,000) in the Registrant’s Common
Stock; (ii) at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in effect:
(iii) upon White Lion’s material breach of contract; (iv) in the event a voluntary or involuntary bankruptcy petition is
filed concerning the Registrant; or, (v) if a Custodian is appointed for the Registrant or for all or substantially all of its
property or the Registrant makes a general assignment for the benefit of its creditors.
Item
1.02 Termination of a Material Definitive Agreement.
On
September 24, 2019, the Registrant gave notice of its decision to terminate a material definitive investment agreement previously
disclosed on Form 8-K filed June 27, 2016. The Parties to the terminated agreement are the Registrant and Tangiers Global, LLC,
a Wyoming limited liability company. There is no material relationship between the Registrant or its affiliates and Tangiers Global
other than in respect of the material definitive agreement.
The
investment agreement and related transaction documents, as amended, were entered into on June 23, 2016 and August 4, 2016, and
were agreed to expire on November 8, 2019. The investment agreement and related documents concerned the Registrant’s Form
S-1 registration statement, file number 333-213592. By virtue of Section VIII (iv) of the Investment Agreement, the Registrant
could elect to terminate at any time by giving fifteen days written notice. Pursuant to Section VIII(iv) of the Investment Agreement,
the Registrant provided both written notice and email notice to Tangiers on September 24, 2019, making the effective date of the
termination October 9, 2019. The Registrant did not incur any termination penalties as a result of its election to terminate.
Section
9 – Financial Statement and Exhibits
Item
9.01 Financial Statements and Exhibits
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 October
15, 2019
AMERICAN CANNABIS
COMPANY, INC.
(Registrant)
By: /s/ Terry
Buffalo
Terry Buffalo
Principal
Executive Officer
American Cannabis (QB) (USOTC:AMMJ)
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