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) March 18, 2016
UNITED CANNABIS CORPORATION
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(Exact name of registrant as specified in charter)
Colorado
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(State or other Jurisdiction of Incorporation
or Organization)
1600 Broadway, Suite 1600
000-54582 Denver, CO 80202 46-5221947
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(Commission File (Address of Principal Executive (IRS Employer
Number) Offices and Zip Codes Identification Number)
(303) 386-7321
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(Registrant's telephone number, including
area code)
N/A
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(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))
1
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 18, 2014 the Company borrowed $600,000 from Slainte Ventures,
LLC. The loan bore interest at of 12% per year and was due and payable on
December 17, 2015. In the event of default, the interest rate would increase to
18% per year until the default was cured or waived.
Under the terms of the loan, default would occur if the Company borrowed
funds from a third party and did not apply the borrowed funds to the loan. On
October 6, 2015, the Company defaulted on the loan by borrowing $59,000 from an
unrelated third party and not applying the borrowed funds to the loan balance.
On March 18, 2016 the Company entered into an agreement with Slainte such
that Slainte waived default, extended the maturity date of the loan until
December 17, 2016, and agreed to accept a warrant in lieu of interest due on the
loan.
The warrant allows Slainte to purchase:
416,666.67 shares of the Company's common stock;
that number of shares of the Company's common stock equal in number to (i)
the product of the then-applicable interest rate under the Note and the
amount of principal outstanding on the Note, calculated on a daily basis
and paid for actual days elapsed, during the period beginning on December
18, 2015 and ending on the date on which the Note is paid in full, divided
by (ii) the $0.18; and
that number of shares of the Company's common stock equal in number to (i)
the product of 0.02 and the sum of the amount of principal and interest
outstanding on the Note on the first day of each calendar month, beginning
with February 1, 2016, divided by (ii) the $0.18.
In addition, Slainte granted the Company a put option, exercisable upon
repayment of the loan prior to December 17, 2016, that requires Slainte to
purchase from the Company, for $100,000, that number of shares of the Company's
common stock equal in number to (i) $100,000.00 divided by (ii) the product of
0.80% and the average price of the common stock for the 30 trading days
immediately prior to the date the put option is exercised of $100,000.
The warrant is exercisable at a price of $0.18 per share, subject to
adjustment in the event of stock splits, the sale by the Company of shares of
common stock a price below $0.18 per share or the sale of equity securities with
a conversion price of less than $0.18 per share.
The warrant can be exercised at any time during the five year period
following the full repayment of the loan.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Number Description
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10.2 Amendment to Loan Agreement with Slainte Venture, LLC, together with
form of Warrant
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.
UNITED CANNABIS CORPORATION
Dated: March 24, 2016 By: /s/ Chad Ruby
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Chad Ruby
Chief Operating Officer