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): April 29, 2015
ADVANCED CANNABIS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado | 000-54457 | 20-8096131 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6565 E. Evans Avenue |
| 80224 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (303) 759-1300
Check the appropriate box below if the Form 8-K 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
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 3.02
Unregistered Sales of Equity Securities.
As previously disclosed on the Current Report on Form 8-K filed by Advanced Cannabis Solutions, Inc. D/B/A General Cannabis Corporation (the “Company”) on August 5, 2014, the Company and Michael Feinsod entered into anExecutive of Board and Director Agreement (the “Feinsod Agreement”).
On April 28, 2015, pursuant to the Feinsod Agreement, the Company issued 1,000,000 shares of its common stock to Infinity Capital, LLC (an entity controlled by Mr. Feinsod) as a result of the uplisting of the Company’s common stock to the OTC Market’s Pink Sheets on April 28, 2015. These securities were issued toInfinity Capital, LLC in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01
Regulation FD Disclosure
On April 28, 2015, the Company issued a press release regarding its uplistingto the OTC Market, a copy of which is attached hereto as Exhibit 99.1,and on April 29, 2015, the Company also issued anew investor presentation, a copy of which is attached hereto as Exhibit 99.2. The Company intends to file an application for quotation of its common stock on the OTCQB.
The information contained in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
| Description |
99.1 |
| Press release dated April 28, 2015 |
99.2 |
| Advanced Cannabis Solutions, Inc. d/b/a General Cannabis Corporation Investor Presentation dated April 29, 2015 |
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 thereunto duly authorized.
Dated: April 29, 2015
| ADVANCED CANNABIS SOLUTIONS, INC. | |
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| By: | /s/ Robert L. Frichtel |
| Name: | Robert L. Frichtel |
| Title: | Chief Executive Officer |