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 16, 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
(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))
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Item 1.01. Entry Into a Material Definitive Agreement
Agreements with Coastal Compassion regarding MMCC
On April 7, 2016 the Company signed agreements with Coastal Compassion Inc.
"CCI". CCI is one of a limited number of non-profit organizations that has
received a provisional or final registration to cultivate, process and sell
medical cannabis by the Massachusetts Department of Public Health.
CCI has agreed to become the initial tenant in the Company's planned
Massachusetts Medical Cannabis Center. The MMCC is approved for nearly 1,000,000
square feet of medical cannabis cultivation and processing in Freetown,
Massachusetts. Mr. Tim Keogh, the Company's Chief Executive Officer, is a Board
Member of CCI.
Pursuant to the Agreements, AmeriCann agreed to provide CCI with financing
of up to $2.5 million for a five-year term at 18% interest per year for
construction and working capital required for CCI's approved dispensary and
cultivation center in Fairhaven, MA("Fairhaven Facility". For a three year
period beginning April 1, 2016, AmeriCann has agreed to consult with CCI in the
design, construction and operation of the Fairhaven facility. CCI will pay
AmeriCann $10,000 each month for these consulting services. Although the
Massachusetts Department of Public Health has approved our agreement with CCI
relating to the development and lease terms of the MMCC, the actual lease
agreement with CCI has not been finalized or approved by the Department of
Public Health. Additionally, AmeriCann will need to secure significant capital
to acquire the property, to develop the first phase of the MMCC project and to
provide capital to CCI to fund its loan agreement.
The state-of-the-art sustainable greenhouse MMCC project will consist of
multiple planned phases for tenants in the Massachusetts medical marijuana
market. CCI finalized agreements to occupy the first phase of the project that
consists of an initial 130,000 sq. ft. of cultivation and processing
infrastructure. AmeriCann can expand the first phase to approximately 600,000
sq. ft., for Coastal Compassion based on patient demand.
The MMCC facility has been designed utilizing AmeriCann's proprietary
system known as "Cannopy." AmeriCann has drawn on its team's extensive
experience in traditional horticulture, lean manufacturing, medical research,
facility construction, regulatory compliance, security, cannabis cultivation and
genetics, extraction techniques, and infused product development.
As of May 18, 2016, AmeriCann had not acquired the property on which MMCC
will be built. The purchase price for the 52.6 parcel of land on which the MMCC
will be built is $4,225,000, of which $675,000 has been paid. The closing date
for the purchase is June 15, 2016.
The Company recently began funding its loan to CCI to commence construction
of the Fairhaven Facility.
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Massachusetts Medical Cannabis Center
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. 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.
On March 31, 2016 the Company and the seller amended the agreement to
extend the closing date to May 16, 2016. As consideration for the extension of
the closing date, the Company paid the seller $75,000, which will be applied to
the purchase price if the closing occurs.
On May 16, 2016 the Company and Seller amended the Agreement to extend the
closing date to June 15, 2016. As consideration for the extension of the closing
date, the Company agreed to increase the purchase price for the property to
$4,225,000 and pay the seller $150,000 which will be applied to the purchase
price if the closing occurs.
To date, the Company has paid $675,000 that will be applied to the purchase
price of the land if and when the Company closes on the transaction.
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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: May 18, 2016
AMERICANN, INC.
By: /s/ Timothy Keogh
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Timothy Keogh, Chief Financial Office
