Attached files
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| EX-99.1 - PRESS RELEASE - GILLA INC. | glla_ex991.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 EARLIEST EVENT REPORTED – February 1,
2017
GILLA INC.
(Exact
Name of Registrant as Specified in its Charter)
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NEVADA
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000-28107
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88-0335710
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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475 Fentress Blvd., Unit L, Daytona Beach, Florida
32114
(Address of principal executive offices)
(416) 843-2881
(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 the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities
Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
3.02
Unregistered Sales of Equity Securities.
On
February 1, 2017, Gilla Inc. (“Gilla” or the
“Company”) issued and sold, on a private placement
basis, 7,546,012 units of the Company (the “Units”) at
a price of $0.10 per Unit for total gross proceeds of $754,601.
Each Unit consisted of one (1) common share of the Company (the
“Common Shares”) and one half (1/2) common share
purchase warrant (the “Warrants”). Each full Warrant
entitles the holder to purchase one common share of the Company at
a price of $0.20 per share for a period of twelve (12) months
following the closing.
The
Company offered and issued the Units, Common Shares and Warrants
pursuant to exemptions from the registration requirements of the
Securities Act of 1933, as amended (the “Securities
Act”) available under Section 4(a)(2) and Rule 506 of
Regulation D and Rule 903 of Regulation S promulgated
thereunder.
In
connection with the private placement, the Company issued 411,361
common share purchase Warrants to placement agents pursuant to the
terms of the private placement, such Warrants issued under the same
terms as the Warrants issued with the private placement and
pursuant to exemption from Securities Act registration under
Regulation S.
This
Current Report on Form 8-K shall not constitute an offer to sell,
or the solicitation of an offer to buy, any securities, nor shall
there be any sale of any securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Item
7.01
Regulation FD Disclosure.
On
February 6, 2017, the Company issued the press release attached
hereto as Exhibit 99.1. In accordance with General
Instruction B.2 of Form 8-K, the information set forth herein and
in the press release is deemed to be “furnished” and
shall not be deemed to be “filed” for purposes of the
Exchange Act, as amended. The information set forth in
Item 7.01 of this Current Report on Form 8-K shall not be deemed an
admission as to the materiality of any information in this Current
Report on Form 8-K that is required to be disclosed solely to
satisfy the requirements of Regulation FD.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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Press
Release, February 6, 2017
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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, thereunto duly authorized.
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GILLA
INC.
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Dated: February 6,
2017
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By:
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/s/
J.
Graham Simmonds
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Name: |
J. Graham
Simmonds
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Title: |
Chief Executive
Officer
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