GENERAL CANNABIS CORP

GENERAL CANNABIS CORP FORM 8-K (Current report filing) Filed 12/08/14 for the Period Ending 12/08/14 Address Telephone CIK Symbol SIC Code Industry ...
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GENERAL CANNABIS CORP

FORM 8-K (Current report filing)

Filed 12/08/14 for the Period Ending 12/08/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year

6565 EAST EVANS AVENUE DENVER, CO 80224 (719) 748-5603 0001477009 CANN 7381 - Detective, Guard, and Armored Car Services Real Estate Development & Operations Financials 12/31

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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 8, 2014

ADVANCED CANNABIS SOLUTIONS, INC. (Exact Name of Registrant as Specified in Charter) Colorado (State or other jurisdiction of incorporation)

000-54457 (Commission File Number)

20-8096131 (I.R.S. Employer Identification Number)

6565 E. Evans Avenue Denver, CO (Address of principal executive offices)

80224 (Zip Code)

Registrant’s telephone number, including area code: (303) 759-1300 (Former name or former address, if changed since last report) Copies to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway – 32nd Floor New York, NY 10006 (212) 930-9700 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [_] [_] [_] [_]

Written communications pursuant to Rule 425 under the Securities Act Soliciting material pursuant to Rule 14a-12 under the Exchange Act Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 2, 2014, Advanced Cannabis Solutions, Inc. (the “Company”) entered into a settlement agreement with Stephen G. Calandrella, as described in Item 8.01 below. A copy of the Settlement Agreement is attached as Exhibit 10.1 hereto. ITEM 8.01

OTHER EVENTS

As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2014, the Company filed a lawsuit (the “Action”) against Stephen G. Calandrella (“Calandrella”) under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). According to the complaint filed in federal court, while a principal stockholder, Calandrella, unbeknownst to the Company, engaged in a series of purchases and sales of the Company’s stock within a six-month period. The Action is captioned Advanced Cannabis Solutions, Inc. v. Stephen G. Calandrella, Colorado District Court Civil Action No. 14-CV-02649. The Action stemmed from the Company’s investigation into Calandrella’s conduct, as prompted by the SEC’s suspension of trading in the Company’s stock on March 27, 2014. After the Action was filed, the Company continued its investigation into, among other things, the circumstances surrounding Calandrella’s acquisition and dispositions of his common stock of the Company. The Company’s investigation culminated in this settlement of the Action. On December 2, 2014, the Company agreed to settle and dispose of the claims asserted by it against Calandrella in the Action provided that Calandrella returns or causes to be returned for cancellation an aggregate of 1,125,000 shares of the Company’s common stock to the Company by December 16, 2014 (the “Settlement Agreement”). The Settlement Agreement is attached hereto as Exhibit 10.1 . The shares of common stock to be returned for cancellation represent approximately 8.22% of the total outstanding shares of common stock of the Company. Following the return of the shares of common stock, it is anticipated that the Company will have an aggregate of 12,578,903 shares of common stock outstanding. On December 8, 2014, the Company issued a press release (the “Release”) relating to certain corporate updates and other information currently available about the Company. A copy of the Release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1 . The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available. The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within. ITEM 9.01 (d)

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K. Exhibit No. 10.1 99.1

Description Settlement Agreement between the Company and Calandrella, dated December 2, 2014 Press Release dated December 8, 2014

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 thereunto duly authorized. Dated: December 8, 2014

ADVANCED CANNABIS SOLUTIONS, INC. By: Name: Title:

/s/ Robert L. Frichtel Robert L. Frichtel Chief Executive Officer

Exhibit 10.1 SETTLEMENT AGREEMENT This settlement agreement (this “Agreement”) is made and entered into by and between Advanced Cannabis Solutions, Inc. (“ACS”), on the one hand, and Stephen G. Calandrella (“Calandrella”), on the other hand. WHEREAS , an action, Advanced Cannabis Solutions, Inc. v. Stephen G. Calandrella , No. 14-cv-2649 (the “Action”), is currently pending in the District of Colorado; WHEREAS , ACS has asserted claims against Calandrella in the Action, and Calandrella denies such claims; WHEREAS , the Parties have engaged in arms-length settlement negotiations relating to the claims asserted by ACS against Calandrella in the Action and have reached an agreement to settle and dispose of any and all such claims; NOW THEREFORE , in consideration of the mutual covenants, promises and conditions set forth in this Agreement, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, intending to be legally bound hereby, each of the Parties hereby agrees as follows: 1. Settlement Amount . In full and final satisfaction and settlement of the claims in the Action, Calandrella will transfer or cause to be transferred to ACS (1) 525,000 shares of ACS stock held in his name; (2) 600,000 shares of ACS stock held in the name of the Rockies Fund; and (3) all other shares of ACS stock within Calandrella’s possession, custody, control, or in which Calandrella holds a direct or indirect interest. In the event Calandrella is unable to deliver all of the number of shares specified in subparagraphs (1) and (2) of this paragraph, it is agreed that Calandrella will acquire the necessary shares of ACS stock and transfer such shares to ACS, such that Calandrella transfers or causes to be transferred, in aggregate, a total number of shares equal to the number of shares specified in subparagraphs (1) and (2) of this paragraph to ACS. For the avoidance of doubt, subparagraph (3) applies regardless. Calandrella further agrees to (1) transfer those ACS shares in his possession simultaneously with the execution and delivery of this Agreement, and (2) transfer the remaining aforementioned shares to ACS within 15 days of the execution and delivery of this Agreement. 2. Transfer of Shares to Steve A. Miller, P.C. Profit Sharing Plan . Pursuant to their fee arrangement, on or about September 9, 2014, Calandrella executed a stock assignment for the transfer of 50,000 shares of ACS stock to the Steve A. Miller, P.C. Profit Sharing Plan. Calandrella’s 50,000 share ACS Certificate No. 207-1 was tendered, along with Calandrella’s signed, Medallion Signature Guaranteed, Stock Assignment, to Corporate Stock Transfer in Denver, Colorado. As part of this settlement, ACS agrees to consent to this transfer of 50,000 shares of ACS stock to the Steve A. Miller, P.C. Profit Sharing Plan. 3. Stipulation of Dismissal . Complaint in the above-captioned case.

Upon ACS’ receipt of the above-mentioned shares, ACS will dismiss with prejudice its

4. Releases . ACS will release and discharge Calandrella from all known and unknown charges, complaints, claims, liabilities, obligations, damages, actions, causes of action, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which ACS has, or may have had, against Calandrella, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from (1) the purchase, transfer, or sale of ACS stock by Calandrella between June 1, 2013 and January 31, 2014 or (2) Calandrella’s consulting relationship with ACS, provided that Calandrella acted reasonably and in the best interests of ACS. Calandrella will release and discharge ACS, including its officers and directors, from all known and unknown charges, complaints, claims, liabilities, obligations, damages, actions, causes of action, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which Calandrella has, or may have had, against ACS, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the purchase, sale, or transfer of ACS stock by Calandrella between June 1, 2013 and January 31, 2014. 5. Representations . Calandrella represents to ACS that (1) Calandrella does not hold more than 525,000 shares of ACS stock in his name; and (2) The Rockies Fund, Inc. does not hold more than 600,000 shares of ACS stock in its name. Calandrella also represents to ACS that, with the exception of the aforementioned shares, Calandrella does not own, possess, control, or have a direct or indirect interest in any other ACS shares of stock. ACS’ release of liability to Calandrella is conditioned on Calandrella’s representations as described in this paragraph. If any of those representations are false or inaccurate, without regard to materiality, ACS does not and will not release Calandrella for any liability. 1

6. Governing Law . This Agreement shall be governed by and construed under the laws of the State of Colorado, without giving effect to any choice of law or conflict of law provision or rule that would direct the application of the laws of any jurisdiction other than the State of Colorado. 7. Entire Agreement . This Agreement, together with its exhibits, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. 8. Amendment . representatives of the Parties

This Agreement may be amended only by an instrument in writing signed by duly authorized

9. Severability . If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced because of any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. 10. Miscellaneous . The provisions of this Agreement shall bind the Parties and their agents, successors, and assigns. The Agreement does not create any additional or independent obligations on the Parties, their agents, officers, directors, or employees, other than the obligations identified herein.

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IN WITNESS WHEREOF, the Parties or their authorized representatives have executed this agreement this 2 nd day of December, 2014.

Advanced Cannabis Solutions, Inc. By: Name: Title:

/s/ Robert L. Frichtel Robert L. Frichtel CEO

Stephen G. Calandrella By: Name:

/s/ Stephen G. Calandrella Stephen G. Calandrella

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Exhibit 99.1 Advanced Cannabis Solutions Enters Settlement Agreement with Shareholder DENVER, CO—(December 8, 2014) Advanced Cannabis Solutions (OTC: CANN), a service provider to businesses in the regulated cannabis industry, announced today that it has settled its litigation with Stephen G. Calandrella As previously disclosed, ACS undertook an investigation into certain allegations made by the Securities and Exchange Commission. Based upon its investigation, ACS' lawsuit alleged that Callandrella completed an unlawful series of purchases and sales of ACS common stock. As stipulated in the settlement agreement, Mr. Calandrella will transfer or cause to be transferred, for cancellation, 525,000 privately owned shares of ACS, 600,000 shares held in the name of the Rockies Fund, and all other shares of ACS stock within Calandrella’s possession, custody, control, or in which Calandrella holds a direct or indirect interest. The agreement will result in the dismissal with prejudice of the litigation between the parties. In the event Calandrella is unable to deliver all of the number of shares specified, it is agreed that he will acquire the necessary shares for transfer to ACS. The presumed 1,125,000 shares to be transferred represent 8.22% of the total outstanding shares of common stock of ACS. The Company intends to retire the shares immediately. Accordingly, after giving effect to the cancellation, the number of shares outstanding is anticipated to be 12,578,903. About Advanced Cannabis Solutions Advanced Cannabis Solutions, Inc. provides services to the regulated cannabis industry throughout the United States. We lease growing space and related facilities (commercial real estate and equipment) to licensed marijuana business operators for their production needs. We operate The Greenhouse, a shared workspace environment, in Denver Colorado. We are pursuing ancillary business products and services including customized finance, capital formation, banking, regulatory compliance consulting and advanced logistical support for grow and dispensary operations. Contact: ACS, Inc. Robert Frichtel, CEO Phone: 303.759.1300