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): January 29, 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
(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 3.02. Unregistered Sales of Equity Securities
On January 29, 2014 the Company sold convertible promissory notes in the
principal amount of $1,605,000 to a group of accredited investors. The notes
bear interest at 12% per year, payable quarterly, mature on October 31, 2018 and
are convertible into shares of the Company's common stock, initially at a
conversion price of $5.00 per share.
The convertible notes 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 these securities. 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
the convertible notes acquired them for their own accounts. The convertible
notes cannot be sold except pursuant to an effective registration statement or
an exemption from registration.
We paid a commission of $160,500 and a non-accountable expense allowance of
$32,100 to the placement agents for this offering.
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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: January 30, 2014 ADVANCED CANNABIS SOLUTIONS, INC.
By:/s/ Robert Frichtel
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Robert Frichtel, Chief Executive Officer
