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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): February 29, 2016
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
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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 1.01. Entry Into a Material Definitive Agreement
Previously the Company entered into an agreement to purchase a 52.6 acre
parcel of undeveloped land in Freetown, Massachusetts. The property is located
approximately 47 miles southeast of Boston. The Company plans to develop the
property as the Massachusetts Medical Cannabis Center "MMCC". Plans for the MMCC
may include the construction of sustainable greenhouse cultivation, processing,
and infused product facilities that will be leased or sold to Registered
Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.
The Company paid the seller $100,000 upon the signing of the agreement
which amount will be applied toward the purchase price of $4,000,000 at the
closing. Pursuant to the original agreement the closing was to take place on or
before June 1, 2015. On May 6, 2015, to address site considerations before
finalizing the planned development, the agreement was amended to extend the
closing date to September 1, 2015. On August 27, 2015, after addressing the site
considerations, the agreement was amended to extend the closing date to October
30, 2015 to provide additional time for permitting. In connection with this
amendment, the Company paid the seller an additional $100,000. On October 23,
2015, the Company made an additional payment of $100,000 to extend the closing
date to December 29, 2015. These payments of $300,000 will be applied to the
purchase price.
On December 22, 2015 the Company and the seller amended the agreement to
extend the closing date to February 29, 2016.
As consideration for the extension of the closing Date, the Company agreed
to increase the purchase price for the property to $4,100,000 and paid the
seller $100,000, which will be applied to the purchase price if the closing
occurs.
On February 29, 2016 the Company and the seller amended the agreement to
extend the closing date to the earlier of 5 business days following the
Company's receipt of the DPH Approval (as defined below), or March 31, 2016.
"DPH Approval" means the approvals by the Department of Public Health for
the Commonwealth of Massachusetts of the Company's consulting agreement,
development agreement and lease agreement relating to the MMCC.
As consideration for the extension of the closing Date, the Company agreed
to increase the purchase price for the property to $4,150,000 and paid the
seller $50,000, which will be applied to the purchase price if the closing
occurs.
Item 9.01. Financial Statements and Exhibits
Number Description
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10.5 Seventh Amendment to Purchase and Sale Agreement
2
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: March 3, 2016 AMERICANN, INC.
By: /s/ Benjamin J. Barton
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Benjamin J. Barton,
Chief Financial Officer
