0001398432-15-000218.txt : 20150506 0001398432-15-000218.hdr.sgml : 20150506 20150506171129 ACCESSION NUMBER: 0001398432-15-000218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150501 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Cannabis Solutions, Inc. CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54457 FILM NUMBER: 15838132 BUSINESS ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: (719) 748-5603 MAIL ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: Promap Corp DATE OF NAME CHANGE: 20091117 8-K 1 a12752.htm 8-K



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): May 1, 2015


ADVANCED CANNABIS SOLUTIONS, INC.

 (Exact Name of Registrant as Specified in Charter)


Colorado

000-54457

20-8096131

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


6565 E. Evans Avenue
Denver, CO

 

80224

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (303) 759-1300


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




FORWARD-LOOKING STATEMENTS


This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.


Item 1.01

Entry into a Material Definitive Agreement.


As previously disclosed on Advanced Cannabis Solutions’ (the “Company”) Current Report on Form 8-K filed with the SEC on January 22, 2014, the Company entered into a Securities Purchase Agreement (the “SPA”) with Full Circle Capital Corporation (“Full Circle”).  In connection with the SPA, the Company sold Full Circle a Warrant to Purchase Common Stock (the “FC Warrant”) providing for the purchase of up to 1,000,000 shares of the Company’s common stock at a price of $5.50 per share.  


As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2014, the Company and Full Circle entered into Amendment No. 1 to the FC Warrant, which changed the exercise price of the warrants issuable pursuant to the FC Warrant to $4.00 per share of the Company’s common stock.


On May 1, 2015, the Company and Full Circle entered into Amendment No. 2 to the FC Warrant, pursuant to which Full Circle cashlessly exercised 160,000 warrants and received 100,000 shares of the Company’s common stock.  On May 4, 2015, Full Circle exercised its remaining warrants under the FC Warrant to purchase 25,000 shares of the Company’s common stock for $4.00 per share.  There are no more warrants under the FC Warrant outstanding.


The foregoing description of Amendment No. 2 to the FC Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 2 to the FC Warrant, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 3.02

Unregistered Sales of Equity Securities.


The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.   The securities were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended.  


Item 9.01

Financial Statements and Exhibits.


(d)

Exhibits.


Exhibit No.

 

Description

10.1

 

Amendment No.2 to the Warrant to Purchase Common Stock by and between the Company and Full Circle Capital Corporation dated May 1, 2015.



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: May 6, 2015



 

ADVANCED CANNABIS SOLUTIONS, INC.

 

 

 

 

 

 

 

By:

/s/ Robert L. Frichtel

 

Name:

Robert L. Frichtel

 

Title:

Chief Executive Officer


 EX-10.1 2 exh10_1.htm Exhibit

Exhibit 10.1


AMENDMENT NO. 2

TO

WARRANT TO PURCHASE COMMON STOCK


This Amendment No. 2 (the “Warrant Amendment”) to the Warrant to Purchase Common Stock (as amended, the “Warrant”) dated as of January 21, 2014 is entered into to be effective as of May 1, 2015, by and among Advanced Cannabis Solutions, Inc., a Colorado corporation (the “Company”), and the holder of the Warrant, Full Circle Capital Corporation, a Maryland corporation (the “Holder”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement entered into by the Company and the Holder and dated as of January 21, 2014 (the “SPA”).


WHEREAS, pursuant to the SPA, the Company sold to the Holder a Warrant to purchase up to 1,000,000 shares of Common Stock;


WHEREAS, subject to certain conditions in the SPA, the Company may issue to the Holder a promissory note or series of promissory notes in the principal amount of up to $7,500,000 and subsequent additional promissory notes in the amount of up to $22,500,000 (each a “Note”);


WHEREAS, pursuant to Amendment No.1 to Warrant to Purchase Common Stock dated September __, 2014, the Company and the Holder amended the Warrant whereupon, among other things, the amount of shares issuable upon the exercise of the Warrant was increased to 1,400,000 shares of Common Stock;


WHEREAS, the Holder partially exercised the Warrant and currently holds 185,000 warrants; and


WHEREAS, the Holder and the Company desire to further amend the terms of the Warrant to better reflect current market conditions for the Company’s Common Stock and the business and industry as a whole.


NOW THEREFORE, in consideration of the above, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 

1.1

Notwithstanding the terms of the Warrant, Holder grants Company the ability to cashless exercise 160,000 warrants and for such cashless exercise, Holder shall receive 100,000 shares of the Company’s Common Stock (the “Cashless Shares”);

 

 

 

 

1.2

Company shall endeavor to deliver the 100,000 Cashless Shares to Holder as book entry securities (in accordance with Holder’s delivery instructions), without any restrictive legend and thus not restricted from sale or transfer by Holder (except as limited by securities laws in general with respect to common stock).

 

 

 

 

1.3

In the event Company is unable to deliver the 100,000 Cashless Shares as set forth in section 1.2 above, Company shall deliver the Cashless Shares to Holder in a manner similar to the prior cashless exercise by Holder whereby the Cashless Shares were delivered to Holder in certificated form and counsel to Company (at the request and expense of Company) issued a Rule 144 opinion (the “Opinion”) in favor of Holder with respect to the Cashless Shares. Company shall provide an electronic copy of the share certificate and Opinion on the date hereof.

 

 

 

 

1.4

All other terms and provisions of the Warrant in direct conflict with the amendment specifically set forth herein are hereby amended to conform to this Warrant Amendment; and except for this Warrant Amendment, all other terms and conditions of the Warrant shall remain unamended hereby and in full force and effect.

 

 

 

 

1.5

This Warrant Amendment, together with the Warrant, embodies the entire agreement and understanding between the Company and the Holder relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

 

 

 

 

1.6

If any provision of this Warrant Amendment, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Warrant Amendment, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

 

 

 

 

1.7

This Warrant Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Warrant Amendment shall be legal and binding on all parties hereto.


[Signature Page Follows]





IN WITNESS WHEREOF, the parties hereto have duly caused this Warrant Amendment to be executed and delivered on the date first written above.



COMPANY:

 

HOLDER:

ADVANCED CANNABIS SOLUTIONS, INC.

 

FULL CIRCLE CAPITAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

 

 

By:

 

Title:

 

 

Title: