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) January 22, 2018
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)
301 Commercial Road, Unit D
000-54582 Golden, CO 80401 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))
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. [ ]
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2018 the Company entered into a non-exclusive licensing
agreement with an affiliate of Harborside Health Association LLC.
The license provided Harborside with the rights to the Company's technology
which will enable Harborside to manufacture and distribute its proprietary line
of products. In consideration for the license, Harborside will pay the Company
the greater of:
o 5% of the gross price paid by Harborside for the manufacture of the
products; or
o 2.5% of the wholesale price received by Harborside from the sale of
the products.
For purposes of the agreement, the "wholesale price" for any product means
the gross price obtained by a distributor licensed by Harborside from the sale
of any products in an arm's length transaction with another distributor or
retailer, excluding cannabis tax payments for remittance to taxing authorities;
and, for non-arm's length sales, the average price which could have been
obtained in an arm's length transaction.
The technology licensed to Harborside covers the Company's patented methods
of extracting, preparing and using cannabis.
The agreement has a term of three years.
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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: January 26, 2018 By: /s/ Chad Ruby
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Chad Ruby
Chief Operating Officer