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)
June 4, 2018
UNITED CANNABIS CORPORATION
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(Exact name of registrant as specified in charter)
Colorado
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(State or other Jurisdiction of Incorporation or Organization)
301 Commercial Road, Unit D
000-54582 Golden, CO 80401 46-5221947
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(Commission File (Address of Principal Executive (IRS Employer
Number) Offices and Zip Code Identification Number)
(303) 386-7321
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(Registrant's telephone number, including area code)
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 June 4, 2018, United Cannabis Corporation (the "Company") issued a
convertible promissory note in the principal amount of $288,750 (the "Note") to
Tangiers Global, LLC, ("Tangiers").
The Note bears interest at 5% per year and matures on December 4, 2018. The
Company received $275,000 in net proceeds from the Tangiers after deducting the
$13,750 original issue discount.
Tangiers is entitled, at its option, at any time, to convert all or any
part of the outstanding and unpaid principal and accrued interest of the Note
into shares of the Company's common stock. The number of shares to be issued
upon any conversion will be determined by dividing the amount to be converted by
70% of the average of the two lowest trading prices of the Company's common
stock during the 15 consecutive trading days prior to the date Tangiers elects
to convert.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the Note. Tangiers is a
sophisticated investor and was provided full information regarding the Company's
business and operations. There was no general solicitation in connection with
the offer or sale of the Note. Tangiers acquired the Note for its own account.
The certificate representing the Note bears a restricted legend providing that
it cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid to any person in connection
with the issuance of the Note.
ITEM 2.03. CREATION OF 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 SALES 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.
UNITED CANNABIS CORPORATION
Dated: June 21, 2018 By: /s/ Chad Ruby
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Chad Ruby
Chief Operating Office
