Attached files
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| EX-32.1 - EX-32.1 - Acacia Diversified Holdings, Inc. | ex32-1.htm |
| EX-31.1 - EX-31.1 - Acacia Diversified Holdings, Inc. | ex31-1.htm |
| EX-23 - EX-23 - Acacia Diversified Holdings, Inc. | ex23.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________to ______________
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Commission file number: 1-14088
Acacia Diversified Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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75-2095676
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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13575 58th Street North - #138 Clearwater, FL 33760
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number: (727) 678-4420
____________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Securities registered pursuant to section 12(g) of the Act:
Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes ☒ No ☐ (2) Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ (Not required) o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company r
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of June 30, 2017 was $20,153,131
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,083,000 Common shares as of March 27, 2018.
EXPLANATORY NOTE
This Form 10-K/A (Amendment No. 1) to our annual report on Form 10-K, for the fiscal year ending December 31, 2017, is filed for the sole purpose of adding Exhibit 23 (the independent accounting firm consent) that was inadvertently omitted from our original Form 10-K for the same period that was filed on April 2, 2018. This amendment contains no other changes to the original Form 10-K and the financial statements included therein.
(a) Financial Statements
Included herewith.
(b) Exhibits required by Item 601, Regulation S-K;
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Location Reference
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(3.0)
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Articles of Incorporation
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(3.1)
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See Exhibit Key
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(3.2)
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See Exhibit Key
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(9.0)
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See Exhibit Key
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(10.1)
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See Exhibit Key
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(10.2)
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See Exhibit Key
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(10.3)
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See Exhibit Key
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(10.4)
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See Exhibit Key
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(10.5)
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See Exhibit Key
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(10.6)
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See Exhibit Key
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(14.0)
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See Exhibit Key
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(21.0)
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See Exhibit Key
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(23.0)
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Filed herewith
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(31.1)
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Filed herewith
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(32.1)
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Filed herewith
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Exhibit Key
3.1 Incorporated by reference herein from the Company’s Form 8-K filed on July 16, 2015.
3.2 Incorporated by reference herein from the Company’s Form 8-K filed on July 16, 2015.
9.0 Incorporated by reference herein from the Company’s Form 10-K filed on April 2, 2018.
10.1 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
10.2 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
10.3 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
10.4 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
10.5 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
10.6 Incorporated by reference herein from the Company’s Form 8-K filed on November 3, 2017.
14.0 Incorporated by reference herein from the Company’s Form 10-Q filed on November 13, 2017.
21.0 Incorporated by reference herein from the Company’s Form 10-Q filed on August 7, 2017.
Pursuant to the requirements of Section 13 or 15(d) 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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Acacia Diversified Holdings, Inc.
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Date: May 31, 2018
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By:
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/s/ Richard K. Pertile
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Richard K. Pertile
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Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Board
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Richard K. Pertile
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Director
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May 31, 2018
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Richard K. Pertile
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/s/ Neil B. Gholson
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Director
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May 31, 2018
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Neil B. Gholson
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/s/ Gary J. Roberts, Jr.
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Director
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May 31, 2018
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Gary J. Roberts, Jr.
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/s/ Danny R. Gibbs
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Director
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May 31, 2018
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Danny R. Gibbs
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