Attached files
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| EX-99.1 - EXHIBIT 99.1 - AmeriCann, Inc. | ex99-1.htm |
| EX-10.7 - EXHIBIT 10.7 - AmeriCann, Inc. | ex10-7.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): September 1, 2017
AMERICANN, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-54231 |
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27-4336843 |
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(State or other jurisdiction |
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(Commission File No.) |
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(IRS Employer |
| of incorporation) | Identification No.) | |||
3200 Brighton Blvd., Unit 144
Denver, CO 80216
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 862-9000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 1.01. |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On September 1, 2017, AmeriCann, Inc. (Company) entered into an equity line agreement with Mountain States Capital, LLC (MSC)
Under the equity line agreement, MSC agreed to provide the Company with up to $10,000,000 of funding through the purchase of shares of the Company’s common stock. MSC has the option to increase the equity line agreement for a total of $20,000,000.
During the term of the Agreement, at its sole discretion the Company may deliver a Put Notice to MSC, which will specify the dollar amount which the Company wants to draw down under the Equity Line. The amount the Company can draw down at any one time is the lesser of twice the average of the 10-day average daily trading volume (computed by multiplying the volume weighted average price for each day by the number of shares traded for that day), or $500,000.
A closing will occur on the date which is no earlier than five trading days following and no later than seven trading days following the applicable Put Notice. On each Closing Date, the Company will sell, and MSC will purchase, the shares of the Company’s common stock specified in the Put Notice.
The amount to be paid by MSC on a particular Closing Date will be determined by dividing the dollar amount specified in the Put Notice by the Purchase Price. The Purchase Price is90% of the lowest daily volume weighted average price of the Company’s common stock during the Pricing Period. The Pricing Period, with respect to a particular Put Notice, is five consecutive trading days including, and immediately following, the delivery of a Put Notice. However, no Put Notice may be delivered on a day that is not a Trading Day.
The Company may specify a Minimum Price when submitting a Put Notice, provided however that the Minimum Price must be more than 75% of the Closing Price of the Company’s Common Stock on the date immediately preceding the date of the delivery of the Put Notice. If the Purchase Price is less than the Minimum Price, the Company may, at its option,
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sell shares to MSC on the Closing Date using the Purchase Price; or |
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provide MSC the opportunity to purchase some or all of the shares using the Minimum Price instead of the Purchase Price. |
The Company is under no obligation to submit any Put Notices.
The equity line agreement has a term of 18 months, which will begin on the effective date of the registration statement which the Company has agreed to file with the Securities and Exchange Commission so that the shares of common stock to be sold to MSC may be sold in the public market.
Item 9.01 Financial Statement and Exhibits
Number Description
10.7 Investment Agreement with Mountain States Capital, LLC
99.1 September 7, 2017 Press Release
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: September 6, 2017.
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AMERICANN, INC. |
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By: |
/s/ Timothy Keogh |
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Timothy Keogh, Chief Executive Officer |
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AmeriCann 8-K 1.01 Mountain States Agree. FINAL 9-6-17