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): August 18, 2017
CANNASYS, INC. |
(Exact name of registrant as specified in its charter) |
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Nevada | | 000-54476 | | 88-0367706 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
incorporation or organization) | | | | Identification No.) |
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1350 17th Street, Suite 150 | | |
Denver, Colorado | | 80202 |
(Address of principal executive offices) | | (Zip code) |
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Registrant’s telephone number, including area code: | | Phone: (720) 420-1290 |
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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) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter). |
| Emerging growth company [ ] |
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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. [ ] |
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 18, 2017, we received proceeds of $47,250, net of transaction costs, from an 8% Convertible Promissory Note and Securities Purchase Agreement dated August 16, 2017, with BNA Investment Capital, LLC, a Wyoming limited liability company. The Securities Purchase Agreement provides for a promissory convertible note in the aggregate principal amount up to $275,000, in tranches of $50,000 each, with additional tranches in the sole discretion of the accredited investor. The note accrues interest at the rate of 8% per annum, and the maturity date for each tranche funded is 12 months from the effective date of its payment. The outstanding amounts funded under the promissory note are convertible into shares of CannaSys, Inc. common stock in accordance with its terms. These securities 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. BNA Investment Capital, LLC, 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.
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 2.03.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit Number* | | Title of Document | | Location |
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Item 10 | | Material Contracts | | |
10.78 | | Securities Purchase Agreement between CannaSys, Inc., and BNA Investment Capital, LLC | | Attached |
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10.79 | | Convertible Promissory Note up to $275,000 issued to BNA Investment Capital, LLC | | Attached |
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*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.
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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. |
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Dated: September 6, 2017 | By: | /s/ Patrick G. Burke |
| | Patrick G. Burke, Chief Executive Officer |
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