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) November 30, 2016
UNITED CANNABIS CORPORATION
-------------------------------------------
(Exact name of registrant as specified in charter)
Colorado
------------------------------------------------
(State or other Jurisdiction of Incorporation or Organization)
1600 Broadway, Suite 1600
000-54582 Denver, CO 80202 46-5221947
----------------------- ----------------------------------- -----------------
(Commission File (Address of Principal Executive (IRS Employer
Number) Offices Identification
and Zip Code) Number)
(303) 386-7321
-------------------------------------------
(Registrant's telephone number, including area code)
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 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))
Item 8.01 Other Events
On December 18, 2014 the Company issued a $600,000 unsecured promissory
note, bearing interest at 12% per year, to Slainte Ventures, LLC.
The note was subsequently amended such that:
o the maturity date of the note was extended to December 30, 2017;
o with the agreement of the Company, the note could be converted into
shares of the Company's common stock; and
o a warrant, in lieu of interest due on the loan, was issued to Slainte.
The warrant is exercisable at a price of $0.18 per share and can be
exercised at any time during the five year period ending on November
30, 2021.
The number of shares to be issued upon a conversion of the note was
determined by dividing the dollar amount of the principal to be converted by the
Conversion Price. The Conversion Price was 70% of the average closing price of
the Company's common stock for the ten business days immediately preceding the
date of the Conversion.
Slainte has since converted the entire principal amount of the Note into
594,540 shares of the Company's common stock.
Following the note conversion, Slainte purchased 104,939 shares of the
Company's common stock for $100,000.
The Company relied upon the exemption from registration provided by Section
4(a)2 of the Securities Act of 1933 with respect to the issuance of the
securities described above. The purchaser of these securities was an accredited
investor who was 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 purchaser acquired these securities for its own
account. The securities cannot be sold unless pursuant to an effective
registration statement or an exemption from registration.
Item 3.02. Unregistered Sales of Equity Securities
See Item 8.01 of this report.
2
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: December 9, 2016
UNITED CANNABIS CORPORATION
By: /s/ Ernie Blackmon
--------------------------------------
Ernie Blackmon, Chief Executive Office
