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): May 20, 2015
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 114
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
In 2014 the Company entered into a Loan and Consulting Agreement with
Nature's Own Wellness Center, LLC, and 4900 Jackson, LLC ("4900"), collectively
"Nature's Own". Pursuant to the Loan Agreement, the Company lent Nature's Own
$1,000,000 on a secured basis. The proceeds of the $1,000,000 were to be used to
convert an existing 15,000 square foot warehouse into a cannabis growing and
processing facility.
The loan had a 30-month term and had an annual interest rate of 18% which
was payable monthly. Pursuant to the Consulting Agreement, Nature's Own was to
pay the Company $300,000 in consulting fees for its cannabis operations over a
30-month period.
On January 1, 2015 the Company modified the Loan and Consulting Agreement
with Nature's Own. The modification eliminated the required principal payments
for the months of January through May 2015 and increased the final principal
payment due December 1, 2016 to $182,531. The Consulting Agreement was modified
to extend the term under which consulting fees were due by five months to May
31, 2017.
In early May 2015, Nature's Own's interest in the growing and processing
facility was purchased by 4900 and 4900 assumed Nature's Own obligations under
the Loan and Consulting agreements. On May 20, 2015, the Company modified the
Loan and Consulting Agreement with 4900. Pursuant to the modified Loan
Agreement, 4900 made a payment to the Company of $300,000 on the outstanding
loan balance of $965,000 and the interest rate on the loan decreased from 18% to
12%. The loan will mature on May 1, 2017. The Consulting Agreement was modified
such that 4900 will pay the Company $5,000 per month, rather than $10,000 per
month, until May 31, 2017. The proceeds of the loan will continue to be used to
develop the cannabis growing and processing facility.
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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: June 1, 2015
AMERICANN, INC.
By /s/ Timothy Keogh
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Timothy Keogh, Chief Executive Office
