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SECURITIES
AND EXCHANGE COMMISSION
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March 12, 2021
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)
|
2590
Walnut Street #6,
Denver,
Colorado 80205
(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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
Trading
Symbols |
Name
of Exchange on Which Registered |
Common |
AMMJ |
NONE |
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
On
April 29, 2022, the Registrant and Medihemp, LLC, and its wholly
owned subsidiary, SLAM Enterprises, LLC, and Medical Cannabis
Caregivers, Inc., all collectively doing business as "Naturaleaf,"
(hereafter, "Naturaleaf") entered into an amendment to the
previously disclosed material definitive agreement dated March 11,
2021, disclosed on Form 8-K March 12, 2021.
No
material relationship exists between the parties to the amendment,
other than with respect to the original material definitive
agreement, as amended.
The
original material definitive agreement disclosed the Registrant's
acquisition of assets from Naturaleaf, including, but not limited
to: Naturaleaf's fixed assets, Medical Marijuana Center licenses, a
Medical Cannabis’ Medical Marijuana Infused Product Manufacturer
license, a Medical Marijuana Optional Premises Cultivation license
(the "Cannabis Licenses"), customer accounts, intellectual
property, goodwill, and leases. As consideration for the purchase,
the Registrant agreed to pay an aggregate purchase price of
$2,200,000 in cash and 3,000,000 shares of Registrant's common
stock.
The
parties agreed to a payment schedule, requiring the Registrant to
first pay an initial non-refundable payment of $20,000, credited
against the Purchase Price. Thereafter, upon the party's completion
of due diligence, and their receipt of contingent approval letters
for the transfer of the Cannabis Licenses from the Colorado
Marijuana Enforcement Division and the City of Colorado Springs
(the "Closing"), the Registrant agreed to pay Naturaleaf $1,080,000
and issue Naturaleaf, or its designees, 3,000,000 shares of the
Registrant's restricted common stock. The balance of the purchase
price of $1,100,000 was payable based upon a promissory note
("Note") issued by the Registrant, which included 10% interest. The
Note was due one year after Closing. On April 30, 2021, the Closing
occurred, and the Registrant paid Naturaleaf $1,080,000 and issued
3,000,000 shares of restricted stock.
Pursuant
to the amendment, the parties agreed to restructure remaining
payments due to be made by the Registrant under the Note. The
parties agreed that in consideration of the Registrant's payment of
$550,000, and outstanding interest of $110,000, a new promissory
note in the principal amount of $550,000 and 12% interest accruing
annually, due April 29, 2023, resolves all Registrant's payments of
the purchase price. The parties entered into the amendment and the
Registrant paid the consideration of $550,000 principal and
$110,000 in interest.
Item 9.01 |
Financial
Statements and Exhibits. |
(d)
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
May 2, 2022
AMERICAN
CANNABIS COMPANY, INC.
(Registrant)
By:
/s/ Ellis Smith
Ellis
Smith
Principal
Executive Officer
American Cannabis (QB) (USOTC:AMMJ)
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