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) December 28, 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 Code) 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In order to provide a possible source of funding for the Company, the
Company, on December 28, 2016, entered into an equity line of credit agreement
with Tangiers Global, LLC.
Under the equity line agreement, Tangiers has agreed to provide the
Company with up to $10,000,000 of funding through the purchase of shares of the
Company's common stock. During the term of the Agreement, the Company may
deliver a Put Notice to Tangiers, which will specify the number of shares which
the Company will sell to Tangiers. The minimum amount the Company can draw down
at any one time is $5,000, and the maximum amount the Company can draw down at
any one time is $350,000 as determined by the formula contained in the equity
line agreement.
A closing will occur on the date which is no earlier than five trading
days following and no later than seven trading days following the applicable Put
Notice. On each Closing Date, the Company will sell, and Tangiers will purchase,
the shares of the Company's common stock specified in the Put Notice.
The amount to be paid by Tangiers on a particular Closing Date will be
determine by multiplying the Purchase Price by the number of shares specified in
the Put Notice.
The Purchase Price is 85% of the average of the two lowest trading prices
of the Company's common stock during the Pricing Period applicable to the Put
Notice.
The Pricing Period, with respect to a particular Put Notice, is five
consecutive trading days including, and immediately following, the delivery of a
Put Notice to Tangiers.
The Company may submit a Put Notice once every ten trading days provided
the closing of the previous transaction has taken place. The Company is under no
obligation to submit any Put Notices.
The equity line agreement has a term of 36 months, which will begin on the
effective date of the registration statement which the Company has agreed to
file with the Securities and Exchange Commission so that the shares of common
stock to be sold to Tangiers may be sold in the public market.
The Company issued a promissory note to Tangiers for the principal sum of
$35,000 as a commitment fee for the equity line. The note bears interest at 10%
per year, is unsecured, and is due and payable on July 8, 2017. At the option of
Tangiers, all or any part of the unpaid principal amount of the note may be
converted into shares of the Company's common stock. The number of shares to be
issued on any conversion will be determined by dividing the principal amount of
the note to be converted by $1.00.
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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.
UNITED CANNABIS CORPORATION
Dated: December 30, 2016 By: /s/ Earnest Blackmon
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Earnest Blackmon
Chief Operating Officer
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