UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number: 000-54582
United Cannabis Corporation
(Exact name of registrant as specified in its charter)
Colorado | 46-5221947 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
1600 Broadway, Suite 1600, Denver, Colorado 80202
(Address of principal executive offices)(Zip code)
(303) 386-7104
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act- None
Securities registered pursuant to Section 12(g) of the Act-Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer¨ | Accelerated filer¨ | Non-accelerated filer¨ | Smaller reporting companyþ |
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| (Do not check if a smaller |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
As of June 30, 2015, based on the last reported closing price of $0.48 for the Company’s common stock on the OTC Bulletin Board interdealer quotation system on that date, the aggregate market value of the approximately 6,207,500 shares held by non-affiliates was $2,979,600.
The number of shares outstanding of the registrant’s common stock, as of April 22, 2016, was 44,988,500.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g.,Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes:
None.
EXPLANTORY NOTE
We are filings this Amendment to include the XBRL information required by and not included in our 10-K report filed on April 28, 2016. No other changes have been made to the 10-K report filed on April 28, 2016.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Presentation Linkbase Document |
1
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| UNITED CANNABIS CORPORATION | |
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Date: April 29, 2016 | By: | /s/ Earnest Blackmon |
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| Earnest Blackmon |
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| Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ Earnest Blackmon |
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Earnest Blackmon |
| Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director |
| April 29, 2016 |
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/s/Chadwick Ruby |
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Chadwick Ruby |
| Director |
| April 29, 2016 |
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/s/Tony Verzura |
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Tony Verzura |
| Director |
| April 29, 2016 |
