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): December 12, 2017
AMERICANN, INC.
(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
N/A
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(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 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))
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. [ ]
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 12, 2017, AmeriCann, Inc. (Company) entered into an amended
and restated 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.
During the term of the Agreement, the Company, at its sole discretion,
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 is 90% 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, sell shares to MSC on the Closing
Date using the Purchase Price. Notwithstanding the above, the Company will not
sell any shares at a price below $1.00 per share.
Using the formula contained in the Agreement, if the Company had
delivered a Put Notice on December 14, 2017 specifying that it wanted to draw
down $500,000, it would have sold approximately 204,000 shares of its common
stock to MSC at the closing for that particular Put Notice.
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.
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Item 9.01 Financial Statement and Exhibits
Number Description
10.4 December 12, 2017 Agreement with Mountain States Capital, LLC (1)
(1) Incorporated by reference to Exhibit 10.5 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
December 21, 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 hereunto duly authorized.
Date: December 22, 2017.
AMERICANN, INC.
By:/s/ Benjamin J. Barton
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Benjamin J. Barton, Chief Financial Officer
