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): July 31, 2014
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
1550 Larimer, Ste. 264
Denver, CO 80202
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(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 2.01. Completion of Acquisition or Disposition of Assets
On July 31, 2014 the Company closed on an all cash purchase of a five-acre
parcel of land located in north central Denver, Colorado. The total purchase
price for the property was $2,250,000. The Company plans to develop the property
as a facility called the "Denver Cannabis Center." The property is currently
zoned for cannabis cultivation and processing by the City and County of Denver.
The Denver Cannabis Center will be designed to include 125,000 square feet
of greenhouse and indoor cultivation areas. The Company plans to sell these
facilities to one or more licensed cannabis entrepreneurs. Additional plans for
the Denver Cannabis Center include a dispensary, a research facility, a training
center, an infused product production facility and corporate offices.
In developing the Denver Cannabis Center, the Company plans to utilize the
most innovative and advanced cultivation methods available. The Company believes
that through effective design and optimal practices, its clients and partners
can achieve greater efficiency, product quality and the highest level of
environmental standards.
The Company plans to build the Denver project as a prototype for
development of comparable facilities in other states that allow for and regulate
cannabis. To complete the project as planned, the Company will need to receive
all necessary government approvals as well as additional capital.
The Company does not cultivate, process or sell cannabis.
Item 3.02. Unregistered Sales of Equity Securities
The Company recently raised $2,363,000 in equity financing via a private
placement to accredited investors. The Company sold 876,667 Units at a price of
$3.00 per Unit. Each Unit consists of one share of the Company's common stock
and one warrant. Each warrant allows the holder to purchase one share of the
Company's common stock at a price of $8.00 per share at any time on or before
April 30, 2018. Benjamin J. Barton, an officer and director of the Company,
purchased $2,000,000 of the Units for cash as an investment.
Item 8.01. Other Events
On July 31, 2014 the Company advanced an additional $250,000 to Nature's
Own Wellness, a Colorado licensed cannabis grower and dispensary. To date, the
Company has funded $650,000 of a total loan commitment of $1,000,000. The
proceeds from the secured loan are being used by Nature's Own to convert an
existing 15,000 square foot warehouse into a new cannabis growing and processing
facility. The Company plans to provide the balance of the $350,000 loan as
construction progresses.
The loan has a 30-month term, bears interest at 18% annually, and
requires monthly payments to the Company. Nature's Own will also pay the Company
$300,000 in consulting fees for its cannabis operations over the 30-month
period. Over the term of the 30-month loan, the agreement calls for the Company
to receive average monthly payments of principal, interest and consulting fees
in excess of $56,000.
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On July 30, 2014 the Company's Board of Directors approved the issuance of
up to $10 million in a Convertible Note Offering to accredited and institutional
investors. The secured notes will carry an annual interest rate, be convertible
into common stock at the discretion of the investors and include warrants.
With the expected offering proceeds, the Company plans to expand to other
states that have approved and regulate cannabis. The Company will limit its
funding to states in which cannabis is approved and regulated by the respective
state in which the cannabis entrepreneurs operate.
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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: July 31, 2014
AMERICANN, INC.
By: /s/ Timothy Keogh
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Timothy Keogh, Chief Executive
Office
