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): December 9, 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.) |
| | | | | |
| 1350 17th Street, Suite 150 | | |
| Denver, Colorado | | 80202 |
| (Address of principal executive offices) | | (Zip code) |
| | | |
| Registrant's telephone number, including area code: | | Phone: (720) 420-1290 |
| | | |
| 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
Auctus Fund, LLC
On December 7, 2016, CannaSys, Inc. entered into a Securities Purchase Agreement with Auctus Fund, LLC, a Delaware limited liability company ("Auctus"), and executed a 12% Convertible Promissory Note, in the principal amount of $35,750. On December 9, 2016, Auctus funded the note for $30,000, less $5,750 in due diligence costs and attorney fees, which was retained by Auctus.
The Securities Purchase Agreement and the Convertible Promissory 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 and confirmed the foregoing and acknowledged, in writing, that the securities were acquired and will be held for investment. 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.
Kodiak Capital Group, LLC
On December 15, 2016, CannaSys, Inc. and Kodiak Capital Group, Inc., entered into Amendment No. 1 to Equity Purchase Agreement to extend the Commitment Period to December 31, 2017, for the Equity Purchase Agreement dated December 15, 2015.
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 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
| Exhibit Number* | | Title of Document | | Location |
| | | | | |
| Item 10 | | Miscellaneous | | |
| 10.65 | | Securities Purchase Agreement between CannaSys, Inc., and Auctus Fund, LLC, dated December 7, 2016 | | Attached |
| 10.66 | | CannaSys, Inc. 12% Convertible Redeemable Note Due December 7, 2017 | | Attached |
| 10.67 | | Amendment No. 1 to Equity Purchase Agreement between CannaSys, Inc. and Kodiak Capital Group, LLC dated December 15, 2016 | | 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. |
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. |
| | |
| | | |
| Dated: December 16, 2016 | By: | /s/ Michael A. Tew |
| | | Michael A. Tew, Chief Executive Officer |
