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EX-4 - EXHIBIT 4.1 - United Cannabis Corpf2ex41convpromnote.htm
EX-10 - EXHIBIT 10.1 - United Cannabis Corpf3ex101securitiespurchaseagr.htm

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)


October 6, 2015



UNITED CANNABIS CORPORATION

(Exact name of registrant as specified in charter)



Colorado

(State or other Jurisdiction of Incorporation or Organization)



000-54582

 

1600 Broadway, Suite 1600

Denver, CO  80202

 

46-5221947

(Commission File Number)

 

(Address of Principal Executive Offices

and Zip Code)

 

(IRS Employer

Identification Number)



 (303) 386-7321

(Registrant’s telephone number, including area code)



N/A

(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.


Securities Purchase Agreement


On September 24, 2015, United Cannabis Corporation (the “Company”) entered into a Securities Purchase Agreement with Vis Vires Group, Inc., a New York corporation (the “Buyer”), for the sale of an 8% convertible note in the principal amount of $59,000 (the “Note”), convertible into shares of common stock of the Company, upon the terms and subject to the limitations and conditions set forth in the Note.  The transaction closed on October 6, 2015, and the Note was dated October 6, 2015.


8% Convertible Note


The Note, which has a maturity date of June 30, 2016, bears interest at the rate of 8% per annum, and any amount of the principal or interest on the Note that is not paid when due bears interest at the rate of 22% per annum.  Pursuant to the terms of the Note, the Buyer is entitled, at its option, at any time after 180 days, to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest closing bid prices for the 10 prior trading days ending on the latest complete trading day prior to the conversion date.


The terms of the Note limit the number of shares of Company common stock into which the Note may be converted such that upon conversion, the Buyer and its affiliates may not hold beneficially more than 9.99% of the Company’s outstanding common stock.


The Note contains customary covenants and provides for customary events of default.


The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Buyer is an accredited investor, the Buyer took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.


Copies of the Securities Purchase Agreement and the Note are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.  The foregoing summaries of the terms of the Securities Purchase Agreement and the Note are qualified in their entirety by reference to Exhibits 10.1 and 4.1, respectively.


ITEM 2.03  CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.


The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.


ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.


The information called for by this Item 3.02 is contained in Item 1.01 hereof and incorporated herein by reference.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.


(d)

Exhibits.


Exhibit

Number

 

Description

 

 

 

4.1

 

Convertible Promissory Note made by United Cannabis Corporation in favor of Vis Vires Group, Inc. dated October 6, 2015

 

10.1

 

Securities Purchase Agreement between United Cannabis Corporation and Vis Vires Group, Inc. dated September 24, 2015


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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:  October 9, 2015

 

By: /s/ Chad Ruby

 

 

       Chad Ruby

 

 

       Chief Operating Officer





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