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(303) 386-7321 |
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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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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.
Securities Purchase Agreement
On September 24, 2015, United Cannabis Corporation (the “Company”) entered into a Securities Purchase Agreement with Vis Vires Group, Inc., a New York corporation (the “Buyer”), for the sale of an 8% convertible note in the principal amount of $59,000 (the “Note”), convertible into shares of common stock of the Company, upon the terms and subject to the limitations and conditions set forth in the Note. The transaction closed on October 6, 2015, and the Note was dated October 6, 2015.
8% Convertible Note
The Note, which has a maturity date of June 30, 2016, bears interest at the rate of 8% per annum, and any amount of the principal or interest on the Note that is not paid when due bears interest at the rate of 22% per annum. Pursuant to the terms of the Note, the Buyer is entitled, at its option, at any time after 180 days, to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest closing bid prices for the 10 prior trading days ending on the latest complete trading day prior to the conversion date.
The terms of the Note limit the number of shares of Company common stock into which the Note may be converted such that upon conversion, the Buyer and its affiliates may not hold beneficially more than 9.99% of the Company’s outstanding common stock.
The Note contains customary covenants and provides for customary events of default.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Buyer is an accredited investor, the Buyer took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Copies of the Securities Purchase Agreement and the Note are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summaries of the terms of the Securities Purchase Agreement and the Note are qualified in their entirety by reference to Exhibits 10.1 and 4.1, respectively.
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information called for by this Item 3.02 is contained in Item 1.01 hereof and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
