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 29, 2017
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
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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-4(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 29, 2017 the Company sold convertible notes in the principal
amount of $800,000 to a group of accredited investors. The notes bear interest
at 8% per year, are unsecured, and are due and payable on December 31, 2018. At
the option of the note holders, the notes may be converted at any time into
shares of the Company's common stock at an initial conversion price of $1.50 per
share.
The note holders also received warrants which entitle the note holders to
purchase up to 533,333 shares of the Company's common stock. The warrants are
exercisable at a price of $1.50 per share and expire on October 17, 2022.
GVC Capital LLC acted as the placement agent for the offering and received
a cash commission of $64,000, plus warrants to purchase 106,667 shares of the
Company's common stock. The warrants are exercisable at a price of $1.50 per
share and expire on December 31, 2022.
The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission in connection with sale of the securities
described above. The persons who acquired these securities were sophisticated
investors and were provided full information regarding the Company's business
and operations. There was no general solicitation in connection with the offer
or sale of these securities. The persons who acquired these securities acquired
them for their own accounts. The certificates representing these securities will
bear a restricted legend providing that they cannot be sold except pursuant to
an effective registration statement or an exemption from registration.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this report.
Item 3.02 Unregistered Sale of Equity Securities.
See Item 1.01 of this report.
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: January 4, 2018.
AMERICANN, INC.
By:/s/ Benjamin J. Barton
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Benjamin J. Barton, Chief Financial Officer
