SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549|
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2021
AMERICAN CANNABIS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization)
Commission File Number
2590 Walnut Street #6, Denver, Colorado 80205
(Address of Principal Executive Offices and Zip Code)
(Issuer's telephone number)
(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)
[ ] 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-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbols||Name of Exchange on Which Registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
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.
Section 2 - Financial Information Item 2.01
Completion of Acquisition or Disposition of Assets.
On April 30, 2021, the Colorado MED and the City of Colorado Springs granted approval for the change of ownership, and the registrant completed an asset purchase agreement with Medihemp, LLC (“Medihemp”) and its wholly owned subsidiary SLAM Enterprises, LLC (“SLAM”), and Medical Cannabis Caregivers, Inc. (“Medical Cannabis”), each an entity organized and operating under the laws of the State of Colorado, and all doing business as “Naturaleaf.” No material relationship exists, other than in respect of the transaction, between Medihemp, SLAM and Medical Cannabis, and the registrant or any of its affiliates, or any director or officer of the registrant, or any associate of any such director or officer.
Medihemp and SLAM respectively own fixed assets and operate two retail Medical Marijuana Centers located at 1004 S. Tejon Street, Colorado Springs, CO 80903, and 2727 Palmer Park Blvd. Suite A, Colorado Springs, CO 80909.
Medical Cannabis owns fixed assets and operates a retail Medical Marijuana Center located at 5875 Lehman Drive, Ste. 100, Colorado Springs, CO 80918.
Medical Cannabis also owns and operates a Medical Marijuana Optional Premises Cultivation license, and a Medical Marijuana-Infused Product Manufacturer license, along with fixed assets all located at 2611 Durango Drive, Colorado Springs, CO 80910.
By virtue of the closing of the asset purchase agreement, the Registrant agreed to purchase, and Medihemp, SLAM, and Medical Cannabis agreed to sell and/or assign to the Registrant, all of their respective fixed assets and associated intellectual property, including assignment of the following licenses issued by the Colorado Marijuana Enforcement Division (“MED”) and the corresponding City of Colorado Springs (“City”):
|o||Medihemp’s, SLAM’s and Medical Cannabis’ respective Medical Marijuana Center licenses;|
|o||Medical Cannabis’ Medical Marijuana Infused Product Manufacturer license; and,|
|o||Medical Cannabis’ Medical Marijuana Optional Premises Cultivation license.|
As part of the transaction, the Registrant assumed leases for Medihemp, SLAM, and Medical Cannabis’ respective retail Medical Marijuana Centers. The Registrant entered into a separate lease for Medical Cannabis’ Durango Drive facility.
The purchase price for the acquisition is $2.2 million dollars and the issuance of 3 million shares of the Registrant’s restricted common stock. Payment terms required a $20,000 non-refundable payment upon signing, which the registrant made, a cash payment of $1,080,000 after the receipt of the Contingent Approval Letters of the Change of Ownership applications from the MED and City, and the balance of $1,100,000 paid pursuant to a promissory note executed by Registrant effective upon receipt of the Contingent Approval Letters. The maturity date of the Promissory Note is 365 days from the Closing Date, includes 10% simple interest accruing annually, and is not subject to a pre-payment penalty. The transaction documents are incorporated herein by reference from the registrant’s Form 8-K filed March 12, 2021.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the material definitive agreement disclosed on Form 8-K March 12, 2021, and as partial consideration for the asset purchase transaction, the registrant on April 29, 2021 issued three million (3,000,000) shares of restricted unregistered common stock to Roger Scott Saunders, the sole affiliate and control person of Medical Cannabis, Medihemp and SLAMM.
The registrant issued the above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the registrant by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities. The three million shares issued are less than 5% of the registrants issued and outstanding stock as of the date of its last periodic report.
The registrant will amend this Form 8-K to disclose pro forma financial statements for the acquired assets within 71 days of the filing date of this 8-K.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
|99.1||Colorado MED Change of Ownership Approval Letter||Filed Herewith|
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.
Dated April 30, 2021
AMERICAN CANNABIS COMPANY, INC.
By: /s/ Terry Buffalo
Principal Executive Officer