UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 3, 2014
CANNAVEST CORP.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 333-173215 (Commission File Number) | 80-0944970 (I.R.S. Employer Identification No.) |
2688 South Rainbow Avenue, Suite B
Las Vegas, Nevada 89146
(Address of principal executive offices)
(866) 290-2157
(Registrant’s telephone number, including area code)
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-(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Item 3.02 Unregistered Sales of Equity Securities
Between April 3, 2014 and April 23, 2014, CannaVEST Corp. (the “Company”) sold an aggregate of 781,666 shares of its restricted common stock (the “Stock”) for an aggregate purchase price of $1,142,500. The Company sold the Stock pursuant to a private placement offering unanimously approved by the Company’s Board of Directors to sell up to $15,000,000 of the Stock to accredited investors (the “Offering”). On April 23, 2014, the Board of Directors terminated the Offering.
The issuance of the Stock in connection with the Offering was exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act.
Item 7.01 Regulation FD Disclosure
On April 25, 2014, the Company issued a press release (the “Press Release”) announcing the filing of its restated financial statements for the quarters ended March 31, June 30 and September 30, 2013. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release of CannaVEST Corp., dated April 25, 2014. |
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.
| CANNAVEST CORP. | ||
| Date: April 30, 2014 | By: | /s/ Michael Mona, Jr. |
| Michael Mona, Jr. President and Chief Executive Officer | ||
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