Amended Current Report Filing (8-k/a)
July 27 2020 - 4:33PM
Edgar (US Regulatory)
0001477009
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This Current Report on Form 8-K/A ("Amendment No. 1") amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2020 (the "Original Form 8-K") by General Cannabis Corp (the "Company").
0001477009
2020-07-09
2020-07-09
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 23, 2020 (July 9,
2020)
GENERAL CANNABIS CORP
(Exact name of registrant as specified in
its charter)
Colorado
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000-54457
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90-1072649
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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6565 E. Evans Avenue
Denver, Colorado
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80224
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(Address of principal executive offices)
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(Zip Code)
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(303)
759-1300
(Registrant’s telephone number, including
area code)
Not applicable.
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§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. ¨
Explanatory Note
This Current Report on
Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission
on July 14, 2020 (the “Original Form 8-K”) by General Cannabis Corp (the “Company”).
Pursuant
to Item 5.02(a)(3) of Form 8-K, the disclosure in Item 5.02 of the Original Form 8-K addressing Mr. Michael Feinsod’s resignation
from the Company’s Board of Directors was provided to Mr. Feinsod with
the opportunity to furnish the Company as promptly as possible with a letter addressed to the Company stating whether he agreed
with the statements made by the Company and, if not, stating the respects in which he did not agree. The Company is obligated
to file any letter received from Mr. Feinsod regarding this disclosure as an amendment to the Original Form 8-K within two business
days after receipt. The Company received Mr. Feinsod’s response on July 23, 2020 and has attached it hereto as Exhibit 99.3.
The Company continues to believe Mr. Feinsod’s claims are unfounded
and strongly disagrees with his assertions.
Under Item 5.08 of the
Original Form 8-K the Company announced its intention to hold its Annual Meeting of Shareholders on Wednesday, September 23, 2020
at 9:00 a.m. MT (the “2020 Annual Meeting”). The Company hereby announces that it is moving the date of the 2020 Annual
Meeting to Monday, November 16, 2020 at 9:00 a.m. MT. The Company will determine a new record date closer to the meeting date.
Because the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 Annual Meeting
of Shareholders, the Company is using this Amendment No. 1 to Form 8-K to provide the due date for the submission of any qualified
shareholder proposals or qualified shareholder nominations. The location of the 2020 Annual Meeting will be as set forth in the
Company’s proxy statement for the 2020 Annual Meeting, to be filed prior to the 2020 Annual Meeting with the Securities and
Exchange Commission (“SEC”).
In accordance with Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any shareholder proposal intended
to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must be delivered to, or mailed
to and received at, the Company’s principal executive offices located at 6565 E. Evans
Avenue, Denver, Colorado 80224 Attention: Secretary, on or before the close of business on September 25, 2020, which the
Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to
the 2020 Annual Meeting. In addition to complying with this deadline, shareholder proposals intended to be considered for inclusion
in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules, including Rule
14a-8, as well as the Company’s bylaws.
Except as set forth above,
this Amendment No. 1 does not otherwise amend, update, restate or supplement any information contained in the Original Form 8-K.
Section 5 – Corporate Governance
and Management.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation
of Director
On
July 9, 2020, Michael Feinsod resigned from the Board of Directors of General Cannabis Corp (the “Company”). In his
resignation letter, Mr. Feinsod stated he had expressed to the Board of Directors and management several concerns and disagreements
with various matters regarding the Company and that such matters had not been adequately addressed to date. Mr. Feinsod did not
specifically identify any concerns or disagreements in his resignation letter. Management and the Board of Directors, however,
can surmise that his concerns and disagreements relate to unspecified general claims that the Company had deficiencies in its controls
and procedures. The Company believes Mr. Feinsod claims are unfounded and strongly disagrees with his assertions, nevertheless,
as a matter of responsible governance, it has initiated a review into such matters. In addition, the Company recently discovered
and remediated certain issues arising from an accounting error relating to the Company’s accounting for a warrant derivative
liability with respect to certain outstanding common stock warrants with the filing of its most recent Form 10-Q and restated Form
10-K, and is currently in the process of hiring a Chief Financial Officer to fill a current vacancy in the position.
During
the period covered by the restated 2019 Form 10-K and the first quarter 2020 Form 10-Q, Mr. Feinsod served as an officer and director
of the Company; having served as Interim Chief Executive Officer of the Company from January 7, 2019 through August 5, 2019, as
Chief Executive Officer from August 5, 2019 to December 13, 2019, and thereafter as Executive Chairman of the Board of Directors
until his resignation on June 24, 2020, and as Chairman of the Board of Directors until his removal on June 28, 2020. On the date
of his resignation, he did not serve on any committees of the Board of Directors.
Item 5.08. Shareholder Director Nominations.
The Board of Directors
of the Company previously announced that it plans to hold its Annual Meeting of Shareholders on Wednesday, September 23, 2020 at
9:00 a.m. MT (the “2020 Annual Meeting”). The Company hereby announces that it is moving the date of the 2020 Annual
Meeting to Monday, November 16, 2020 at 9:00 a.m. MT. The Company will determine a new record date closer to the meeting date.
Because the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 Annual Meeting
of Shareholders, the Company is using this Form 8-K to provide the due date for the submission of any qualified shareholder proposals
or qualified shareholder nominations. The location of the 2020 Annual Meeting will be as set forth in the Company’s proxy
statement for the 2020 Annual Meeting, to be filed prior to the 2020 Annual Meeting with the Securities and Exchange Commission
(“SEC”).
In accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any shareholder proposal intended
to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must be delivered to, or mailed
to and received at, the Company’s principal executive offices located at 6565 E. Evans
Avenue, Denver, Colorado 80224 Attention: Secretary, on or before the close of business on September 25, 2020, which the
Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to
the 2020 Annual Meeting. In addition to complying with this deadline, shareholder proposals intended to be considered for inclusion
in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules, including Rule
14a-8, as well as the Company’s bylaws.
Section 9 – Financial Statements
and Exhibits
Item 9.01. Financial Statements and
Exhibits.
(a) Financial
Statements of Businesses Acquired.
Not Applicable.
(b) Pro
Forma Financial Information.
Not Applicable.
(c) Shell
Company Transactions.
Not Applicable.
(d) Exhibits.
* Previously
filed with Original Form 8-K.
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
thereunto duly authorized.
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GENERAL CANNABIS CORP
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Dated: July 27, 2020
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By
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/s/
Steve Gutterman
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Steve Gutterman
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Its: Chief Executive Officer
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