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EX-10.19 - EXHIBIT 10.19 - CANNASYS INCex1019.htm
EX-10.18 - EXHIBIT 10.18 - CANNASYS INCex1018.htm



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 3, 2015


CANNASYS, INC.
(Exact name of registrant as specified in its charter)
         
Nevada
 
000-54476
 
88-0367706
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation or organization)
     
Identification No.)
         
1720 South Bellaire Street, Suite 325
   
Denver, Colorado
 
80222
(Address of principal executive offices)
 
(Zip code)
     
Registrant’s telephone number, including area code:
 
Phone: (800) 420-4866
     
N/A
(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 the 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 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

 
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 3, 2015, CannaSys, Inc., entered into a Securities Purchase Agreement with Auctus Fund, LLC, a Delaware limited liability company, (“Auctus”) and executed a 10% Convertible Promissory Note in favor of Auctus, in the principal amount of $49,250. Auctus funded the consideration of $44,000 under the note on December 3, 2015, less $5,250, which was retained by Auctus for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, is due and payable on September 3, 2016, and the outstanding amount due on the note is convertible into restricted shares of CannaSys common stock after December 3, 2015, at Auctus’s sole discretion at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. The securities represented by the note were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Auctus is an “accredited investor” as defined in Rule 501(a) of Regulation D. Auctus confirmed the foregoing and acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares of common stock on conversion of the note, if any, will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.


ITEM 2.03—CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 is incorporated by reference in this Item 2.03


ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 1.01 is incorporated by reference in this Item 3.02.


ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

Exhibit
Number*
 
 
Title of Document
 
 
Location
         
Item 10
 
Material Contracts
   
10.18
 
10% Convertible Note between CannaSys, Inc. and Auctus Fund, LLC, dated December 3, 2015
 
Attached
         
10.19
 
Securities Purchase Agreement between CannaSys, Inc. and Auctus Fund, LLC, dated December 3, 2015
 
Attached
 
_______________________________________
 
*
All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.


 
 

 


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.

 
CANNASYS, INC.
 
Registrant
     
     
Dated: December 8, 2015
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer