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): September 17, 2021

GENERAL CANNABIS CORP

(Exact Name of Registrant as Specified in Charter)

Colorado	000-54457	90-1072649
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6565 E. Evans Avenue Denver, Colorado	80224
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report)

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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 1.01 Entry into a Material Definitive Agreement.

Warrant Amendments – ‘A’ and ‘B’ Warrants

On September 17, 2021, General Cannabis Corp (the “Company”) entered into Warrant Amendments with certain of its ‘A’ and ‘B’ warrant holders, with respect to warrants to purchase the Company’s Common Stock originally granted to such warrant holders on February 21, 2020 and February 28, 2020 (“A Warrants” and “B Warrants”). Pursuant to the Warrant Amendments, the expiration date was extended until December 31, 2024 and the exercise price thereof was increased to $1.00 per warrant share. Warrant Amendments were entered into with warrant holders representing an aggregate of 400,000 A Warrants and 1,211,000 B Warrants.

The foregoing description of the Warrant Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
10.1	Form of ‘A’ Warrant Amendment Agreement
10.2	Form of ‘B’ Warrant Amendment Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 21, 2021

GENERAL CANNABIS CORP
By:	/s/ Adam Hershey
Name:	Adam Hershey
Title:	Interim Chief Executive Officer

EX-10.1

WARRANT AMENDMENT – A WARRANTS

This WARRANT AMENDMENT (“Amendment”) entered into as of the ___ day of August, 2021 by and between GENERAL CANNABIS CORP, a Colorado corporation (the “Company”), and the party set forth in the signature line below (“Holder”).

Recitals:

WHEREAS, pursuant to a warrant previously issued in connection with the Company’s 15% note offering (“Warrant Agreement”), the Company granted to Holder warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), in the amount set forth in the signature block below (“A Warrants”).

WHEREAS, the parties wish to amend certain terms and conditions of the A Warrants as provided herein.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Company and Holder hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Warrant Agreement.

2. Extension of Expiration Date. The Expiration Date is hereby amended to be December 31, 2024.

3. Purchase Price. The Purchase Price is hereby amended to be $1.00 per Warrant Share.

4. Adjustments/Anti-Dilution. For the purpose of clarity, notwithstanding anything contained in the Warrant Agreement or any other agreement (oral or written), the only permitted adjustments to the Purchase Price or the number of Warrant Shares issuable to Holder shall be as expressly set forth in Section 3 or 3.1 of the Warrant Agreement, as applicable – “Stock Dividends, Splits” and no ‘anti-dilution’ or other similar adjustments (whether pursuant to Section 3.2 of the Warrant Agreement or otherwise) shall be permitted or applicable to the A Warrants as amended herein.

5. Remaining Provisions. All terms and conditions contained in the Warrant Agreement not amended pursuant to this Amendment shall remain in full force and effect as set forth therein.

6. Miscellaneous. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado without giving effect to principles of conflicts or choice of laws thereof. This Amendment may be executed in counterparts, each of which shall be deemed and original, and all of which, when taken together, shall constitute one and the same instrument. This Amendment may be executed and delivered via email PDF or similar electronic delivery.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above and with respect to the number of A Warrants set forth below.

GENERAL CANNABIS CORP

By: _____________________________

Name:Adam Hershey

Title:Interim CEO

Holder:

____________________________

Print Name:

Address:

Number of A Warrants: ____________

EX-10.2

WARRANT AMENDMENT – B WARRANTS

This WARRANT AMENDMENT (“Amendment”) entered into as of the ___ day of August, 2021 by and between GENERAL CANNABIS CORP, a Colorado corporation (the “Company”), and the party set forth in the signature line below (“Holder”).

Recitals:

WHEREAS, pursuant to a warrant previously issued in connection with the Company’s 15% note offering (“Warrant Agreement”), the Company granted to Holder warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), in the amount set forth in the signature block below (“B Warrants”).

WHEREAS, the parties wish to amend certain terms and conditions of the B Warrants as provided herein.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Company and Holder hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Warrant Agreement.

2. Extension of Expiration Date. The Expiration Date is hereby amended to be December 31, 2024.

3. Purchase Price. The Purchase Price is hereby amended to be $1.00 per Warrant Share.

4. Adjustments/Anti-Dilution. For the purpose of clarity, notwithstanding anything contained in the Warrant Agreement or any other agreement (oral or written), the only permitted adjustments to the Purchase Price or the number of Warrant Shares issuable to Holder shall be as expressly set forth in Section 3 or 3.1 of the Warrant Agreement, as applicable – “Stock Dividends, Splits” and no ‘anti-dilution’ or other similar adjustments (whether pursuant to Section 3.2 of the Warrant Agreement or otherwise) shall be permitted or applicable to the B Warrants as amended herein.

5. Remaining Provisions. All terms and conditions contained in the Warrant Agreement not amended pursuant to this Amendment shall remain in full force and effect as set forth therein.

6. Miscellaneous. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado without giving effect to principles of conflicts or choice of laws thereof. This Amendment may be executed in counterparts, each of which shall be deemed and original, and all of which, when taken together, shall constitute one and the same instrument. This Amendment may be executed and delivered via email PDF or similar electronic delivery.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above and with respect to the number of B Warrants set forth below.

GENERAL CANNABIS CORP

By: _____________________________

Name:Adam Hershey

Title:Interim CEO

Holder:

____________________________

Print Name:

Address:

Number of B Warrants: ____________

XML

Document and Entity Information	Sep. 17, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Sep. 17, 2021
Entity File Number	000-54457
Entity Registrant Name	GENERAL CANNABIS CORP
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	90-1072649
Entity Address, Address Line One	6565 E. Evans Avenue
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80224
City Area Code	303
Local Phone Number	759-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001477009
Amendment Flag	false