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): July 20, 2016
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.) | |||
1720 South Bellaire Street, Suite 325 | ||||
Denver, Colorado | 80222 | |||
(Address of principal executive offices) | (Zip code) | |||
Registrant's telephone number, including area code: | Phone: (800) 420-4866 | |||
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)) |
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 20, 2016, CannaSys, Inc., entered into a Securities Purchase Agreement with Auctus Fund, LLC, a Delaware limited liability company ("Auctus"), and executed a Convertible Promissory Note in favor of Auctus, in the principal amount of $45,750. Auctus funded the consideration of $40,000 under the note on July 22, 2016, less $5,750, which was retained by Auctus for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on April 20, 2017. The outstanding amount due on the note is convertible into restricted shares of CannaSys common stock after July 20, 2016, at Auctus's sole discretion, at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. The securities represented by the note were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Auctus is an "accredited investor" as defined in Rule 501(a) of Regulation D. Auctus confirmed the foregoing and acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares of common stock on conversion of the note, if any, will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.
ITEM 2.03—CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 is incorporated by reference in this Item 2.03
ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 is incorporated by reference in this Item 3.02.
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 | |||
10.54 | Securities Purchase Agreement between CannaSys, Inc. and Auctus Fund, LLC, dated June 20, 2016 | Attached | ||
10.55 | Convertible Promissory Note for $45,750 issued July 20, 2016, to Auctus Fund, LLC | 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. |
2
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. | ||
Registrant | ||
Dated: July 26, 2016 | By: | /s/ Michael A. Tew |
Michael A. Tew, Chief Executive Officer |
3