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): February 12, 2018
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.)
1550 Wewatta Street
Denver, CO 80202
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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. [ ]
1
Item 1.01 Entry Into a Material Definitive Agreement
February 2018 Financing
On February 12, 2018, the Company sold convertible notes in the principal
amount of $810,000 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 540,000 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.
Amendment to Ground Lease
On October 17, 2016, the Company closed the previously announced
acquisition of a 52.6-acre parcel of undeveloped land in Freetown,
Massachusetts. The Company plans to develop the property as the Massachusetts
Medical Cannabis Center (the "MMCC").
As part of a simultaneous transaction, the Company sold the property to
Massachusetts Medical Properties, LLC ("MMP") and the Company and MMP entered
into a lease, pursuant to which MMP leased the property to the Company for an
initial term of fifty years.
Under the terms of the lease, the Company had until October 16, 2017 to
obtain capital funding for the construction of the first phase building. On
October 17, 2017 the Company and MMP amended the lease to provide that the
Company will have until 16 months from October 17, 2016 to raise $2.6 million
for the construction of the first phase of the MMCC.
On February 16, 2018 the Company and MMP amended the lease for the second
time to provide that the Company will have until 18 months from October 17, 2016
to raise $2.6 million for the construction of the first phase of the MMCC. If
the Company is unable to raise $2.6 million on or before 18 months from October
17, 2016, the lease will terminate.
As further consideration for the second amendment to the lease, the Company
issued a warrant which allows MMP to purchase 50,000 shares of the Company's
common stock at a price of $1.50 per share. The warrant expires on October 17,
2022.
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.
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Item 3.02 Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission in connection with sale of the securities
described in Item 1.01 of this report. 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.
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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: February 20, 2018.
AMERICANN, INC.
By: /s/ Timothy Keogh
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Timothy Keogh, Chief Executive Office
