Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 21, 2014
ADVANCED CANNABIS SOLUTIONS, INC.
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(Name of Small Business Issuer in its charter)
Colorado 000-54457 20-8096131
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
7750 N. Union Blvd., Suite 201
Colorado Springs, Co 80920
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(Address of principal executive offices)
Registrant's telephone number, including area code: (719) 590-1414
Promap Corporation
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(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On January 21, 2014 the Company signed a definitive agreement with Full
Circle Capital Corporation, a closed-end investment company. The agreement
provides that the investment fund will initially provide $7.5 million to the
Company in the form of Senior Secured Convertible Notes, subject to certain
conditions. An additional $22.5 million can be borrowed by Company with the
mutual agreement of the Company and the investment company.
At least 95% of the loan proceeds will be used to acquire properties which
the Company, consistent with its business plan, will lease to licensed cannabis
growers.
The six-year loan will be secured by real estate acquired with the loan
proceeds and will require interest-only payments at a rate of 12% per year.
The initial loan can, at any time, be converted into shares of the
Company's common stock at a conversion price of $5.00 per share. It is
contemplated that further advances will be convertible at 110% of the market
price of the Company's stock on the day of advance, or the ten-day
volume-weighted average price prior to the day of advance, whichever is lower.
The investment fund also purchased warrants which allow the investment fund to
purchase up to 1,000,000 shares of the Company's common stock at any time on or
prior to January 21, 2017 at a price of $5.50 per share.
The funding of the loan is subject to the execution of additional documents
between the parties.
Item 3.02. Unregistered Sales of Equity Securities
The warrants described in Item 1.01 of this report were not registered
under the Securities Act of 1933 and are restricted securities. The Company
relied upon the exemption provided by Rule 506 of the Securities and Exchange
Commission in connection with the sale of the warrants. The person which
acquired these warrants was 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 warrants. The
person who acquired the warrants acquired them for its own account. The warrants
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 sale of the warrants.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
10.1 Securities Purchase Agreement
10.2 Warrant
10.3 Registration Rights Agreement
10.4 Form of Convertible Note
10.5 Form of Guaranty
10.6 Form of Security Agreement
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 24, 2014 ADVANCED CANNABIS SOLUTIONS, INC.
By:/s/ Robert Frichtel
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Robert Frichtel, Chief Executive Officer
