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): August 15, 2016
AMERICANN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-54231 27-4336843
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3200 Brighton Blvd., Unit 144
Denver, CO 80216
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 862-9000
(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
Massachusetts Medical Cannabis Center
Previously the Company entered into an agreement to purchase a 52.6-acre
parcel of undeveloped land in Freetown, Massachusetts. The property is located
approximately 47 miles southeast of Boston. The Company plans to develop the
property as the Massachusetts Medical Cannabis Center "MMCC". Plans for the MMCC
may include the construction of sustainable greenhouse cultivation, processing,
and infused product facilities that will be leased or sold to Registered
Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.
The Company paid the seller $100,000 upon the signing of the agreement
which amount will be applied toward the purchase price of $4,000,000 at the
closing. Pursuant to the original agreement the closing was to take place on or
before June 1, 2015. On May 6, 2015, to address site considerations before
finalizing the planned development, the agreement was amended to extend the
closing date to September 1, 2015. On August 27, 2015, after addressing the site
considerations, the agreement was amended to extend the closing date to October
30, 2015 to provide additional time for permitting. In connection with this
amendment, the Company paid the seller an additional $100,000. On October 23,
2015, the Company made an additional payment of $100,000 to extend the closing
date to December 29, 2015. These payments of $300,000 will be applied to the
purchase price.
On August 15, 2016 the Company and seller amended the Agreement to extend
the closing date to September 15, 2016. As consideration for the extension of
the closing date, the Company agreed to increase the purchase price for the
property to $4,400,000 and pay the seller $75,000 which will be applied to the
purchase price if the closing occurs.
By September 15, 2016, the Company, at its election, may extend the closing
date to October 15, 2016, in which case the purchase price for the property will
be $4,475,000 and the Company will pay an additional $75,000 to the seller,
which payment will be applied to the purchase price if the closing occurs.
To date, the Company has paid $850,000 that will be applied to the purchase
price of the property if and when the Company closes on the transaction.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On August 15, 2016 the Company borrowed $100,000 from an unrelated third
party. The loan bears interest at 12% per year and matures on December 14, 2016.
Interest is payable at maturity. The loan is not convertible into shares of the
Company's common stock and is unsecured.
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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.
Date: August 18, 2016
AMERICANN, INC.
By: /s/ Timothy Keogh
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Timothy Keogh, Chief Executive
Officer
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