UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

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[   ] Preliminary Information Statement  

[   ] Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))  

[X] Definitive Information Statement  

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Principal Motivation for the Recapitalization

Management determined to proceed with the Recapitalization in an effort to increase our available resources to provide capital for future funding of our operations to prevent potential defaults of our obligations under outstanding convertible promissory notes. The convertible notes provide generally that after 180 days from the issue date, the holders can convert the principal and accrued interest under the notes into shares of our common stock at discounted conversion prices as set forth in the applicable transaction documents. In addition, the convertible note transactions require that we give our transfer agent irrevocable instructions to hold a number of authorized but unissued shares of our common stock in reserve for issuance for future conversion of the convertible promissory notes.

Outstanding Convertible Notes

The following outstanding convertible notes were issued to several lenders in transactions intended to provide to us much needed operating capital.

Black Forest Capital, LLC .

On October 31, 2016, we issued to Black Forest Capital, LLC (“ Black Forest ”) a convertible redeemable promissory note in the amount of $137,500, to be disbursed in tranches. The note is unsecured, accrues interest at 8% per annum, and the maturity date for each individual tranche is 12 months from its individual funding date. The note is convertible into restricted shares of common stock, at Black Forest’s sole discretion, at 50% of the lowest trading price for the common stock for the last 40 consecutive trading days prior to conversion, with some exceptions. The individual tranches have been funded in their entirety and a balance of $55,000 remains outstanding.

We issued to Black Forest convertible redeemable promissory notes up to $242,264.14, of which $91,132.07 and $47,257.07 remain outstanding. The notes are unsecured, accrue interest at 8% per annum, are due and payable on February 17 and March 10, 2018, and are convertible into restricted shares of common stock, at Black Forest’s sole discretion, at 50% of the lowest trading price for the common stock for the last 30 consecutive trading days prior to conversion, with some exceptions.

BNA Investment Capital, LLC . On August 16, 2017, we issued to BNA Investment Capital, LLC (“BNA”) a convertible promissory note in the amount of $275,000, to be disbursed by BNA in tranches. The note is unsecured, accrues interest at 8% per annum, the maturity date for each tranche is 12 months from its respective funding date, and is convertible into restricted shares of common stock, at BNA’s sole discretion, at 50% of the market price (as defined in the agreement), with some exceptions. The first tranche of $50,000 was disbursed on August 18, 2017, and the second tranche of $50,000 was funded September 18, 2017. Both tranches remain due and payable.

Pro Forma Further Conversions

It is impossible to predict the number of shares we would be obligated to issue on the conversion of $293,389 in outstanding convertible notes. The following table illustrates the number of shares that we would be required to issue on conversion of our outstanding convertible notes and contracted future financings based on three assumed stock trading prices for purposes of illustration. A higher trading market price would result in the issuance of fewer shares and a lower trading market price would result in the issuance of more shares. The table does not illustrate the conversion of interest that accrues on the convertible notes:

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Except for the limitation that individual holders of the outstanding convertible notes are precluded from acquiring more than either 4.9% or 9.99% of the outstanding stock at any one time, depending on the terms of individual transactions, there is no limitation on the number of times or pace with which the holders may convert and sell the acquired stock. Accordingly, conversions could be accelerated. This would increase and accelerate the pressure on any trading market that may then exist for our common stock.

There is no requirement that the holder of the outstanding convertible notes resell the stock received on conversion at a price equivalent to the amount credited against the outstanding convertible notes. Any amount realized by the holder of the outstanding convertible notes in excess of the amount credited on conversion would be additional compensation to such holder.

Management believes that the Recapitalization would benefit us by providing greater flexibility to our board of directors to honor conversion notices by holders of our convertible notes, to issue additional equity securities to raise additional capital, to pursue strategic investment partners, to facilitate possible future acquisitions, and to provide for future stock-related employee benefits. As noted above, our primary sources of financing have been private sales of common stock or other equity or debt securities convertible into common stock. We require additional capital to support our Citizen Toke application; to provide working capital; and to identify and pursue other business opportunities of which we may become aware. To facilitate these transactions, management believes that our Recapitalization will provide additional shares that may be issued in accordance with our contractual commitments or on such terms as our board of directors may deem appropriate.

Warrant Reserve

In addition to shares that we may issue on the conversion of outstanding notes, we have 210,000 shares reserved for exercise of outstanding warrants.

Purposes of the Recapitalization

We require additional financing, and we intend to continue to seek financing through private placements of equity and convertible debt securities. However, as detailed above, we do not have sufficient shares to enable us to pursue private placements or capital-raising transactions.

In addition to better positioning us for future capitalization, management believes that the Recapitalization may make other corporate opportunities, including potential mergers with or acquisitions of businesses or other related avenues of strategic growth, more available to us. In 2016, we acquired a new, innovative text-message-based marketing product called Citizen Toke from Beta Killers, LLC. Citizen Toke leverages unique and proprietary consumer data to develop direct to consumer marketing campaigns for both regulated cannabis retailers and branded products companies. We have focused our efforts on the success of this product. We will continue to seek other business combinations and potential opportunities for our company.

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As noted above, the issuances of shares under the convertible notes are tied to variable conversion prices. Accordingly, if the market price of our common stock rises, the number of shares of our common stock issuable will correspondingly decrease. Management believes that in light of market conditions and our potential to develop and market our products, authorized capital of 12,000,000,000 shares of our common stock will enable us meet our obligations, although we cannot guarantee that this will be the case. As discussed above, the outstanding convertible notes include conversion limitations, or caps, such that the holders are limited from converting the entire outstanding amount into our shares of common stock. As such, it is unlikely that we would be required to meet conversion obligations under the outstanding convertible notes at one time. Conversions of the outstanding convertible notes will likely have a depressive effect on prices for our common stock in any trading market that may then exist.

With the Recapitalization, we will have approximately 10 billion additional shares to issue to meet our obligations as listed above. However, because the outstanding convertible notes are held by third parties, it is not possible for management to allocate these additional shares or determine in advance how we will issue the shares or reserve them. Moreover, because the outstanding convertible notes have variable conversion prices, management is unable to determine how many shares may be issued in connection with the notes. Management will continue to report our issuances of shares in connection with our debt obligations in our periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”).

There is a risk of significant downward pressure on the price of our common stock as the note holders convert their convertible notes into shares of our common stock and sell material amounts of common stock, which could encourage short sales. Generally, “short selling” means selling a security, contract, or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As note holders convert our outstanding convertible notes, we issue shares to them, which they then may choose to sell into the market pursuant to Rule 144 or other exemptions from the registration requirements.

Our issuances of shares in connection with conversions of the outstanding convertible notes may result in substantial dilution to the interests of other holders of common stock. Because the conversion prices of the outstanding convertible notes are based on the market price of our common stock, there is effectively no limit on the number of shares that may be issued. As such, our stockholders are subject to the risk of substantial dilution to their interests as a result of our issuance of shares in connection with conversions of the outstanding convertible notes.

Potential Anti-takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of us with another entity), the increase in our shares of common stock is not part of a plan of additional stock issuances. Nevertheless, management could use the additional shares that will be available following the Recapitalization to resist or frustrate a third-party transaction.

On the Recapitalization becoming effective, generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of common stock unless required by law or any rules or regulations to which we are subject.

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Depending upon the consideration per share received by us for any subsequent issuance of common stock, such issuance could have a dilutive effect on those stockholders who paid a higher consideration per share for their stock. Also, future issuances of common stock will increase the number of outstanding shares, thereby decreasing the percentage ownership (for voting, distributions, and all other purposes) represented by existing shares of common stock. The availability for issuance of the additional shares of common stock may be viewed as having the effect of discouraging an unsolicited attempt by another person or entity to acquire control of us. Although our board of directors has no present intention of doing so, our authorized but unissued common stock could be issued in one or more transactions that would make a takeover of us more difficult or costly and, therefore, less likely. Holders of common stock do not have any preemptive rights to acquire any additional securities issued by us.

INTEREST OF CERTAIN PERSONS IN OR

IN OPPOSITION TO MATTERS TO BE ACTED UPON

None of the persons who have served as our officers or directors since the beginning of our last fiscal year, or any associates of such persons, have any substantial interest, direct or indirect, in the Amendment to Articles, other than the interest held by such persons through their respective stock ownership of the shares of our capital stock set forth above in the section entitled “Principal Stockholders.”

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement to security holders is being delivered to multiple security holders sharing an address unless we have received contrary instructions from one or more of the security holders. Upon written or oral request, a separate copy of an Information Statement can be provided to security holders at a shared address. To request a separate copy, please contact us at (720) 420-1290 or CannaSys, Inc., 1350 17th Street, Suite 150, Denver, Colorado 80202.

STOCKHOLDER PROPOSALS

It is anticipated that the next annual meeting of stockholders will be held in July 2018. Stockholders may present proposals for inclusion in the information or proxy statement to be mailed in connection with the 2018 annual meeting of stockholders, provided such proposals are received by us no later than March 5, 2018, and are otherwise in compliance with applicable laws and regulations and the governing provisions of our articles of incorporation and bylaws.

Appendix A

SECOND AMENDMENT TO THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

CANNASYS, INC.

This Second Amendment to the Amended and Restated Articles of Incorporation of CannaSys, Inc. (hereinafter referred to as the “ Corporation ”), has been duly adopted in accordance with Section 78.390 of the Nevada Revised Statutes.  

1. Name . The name of the Corporation is CannaSys, Inc.  

2. Amendment . The text of the Amended and Restated Articles of Incorporation, is amended by striking Article IV, as amended to date, in its entirety, and inserting a new Article IV reading as follows:  

Article IV

Authorized Shares—Capitalization

(a) The Corporation shall have the authority to issue 12,005,000,000 shares, of which 12,000,000,000 shall be Common Stock, par value $0.001, and 5,000,000 shares shall be preferred stock, par value $0.001 (“ Preferred Stock ”). Shares of any class of stock may be issued, without stockholder action, in one or more series, as may from time to time be determined by the board of directors. The board of directors is hereby expressly granted authority, without stockholder action, and within the limits set forth in the Nevada Revised Statutes, to:  

(i) designate, in whole or in part, the voting powers, preferences, limitations, restrictions, and relative rights of any class of shares before the issuance of any shares of that class;  

(ii) create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the voting powers, preferences, limitations, restrictions, and relative rights of the series, all before the issuance of any shares of that series; and  

(iii) amend, alter, or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares.  

(b) The allocation between the classes or among the series of each class of unlimited voting rights and the right to receive the Corporation’s net assets upon dissolution shall be as designated by the board of directors. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation’s bylaws, or in any amendment hereto or thereto, shall be vested in the Common Stock. Accordingly, unless and until otherwise designated by the board of directors, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the Corporation’s net assets upon dissolution.  

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The foregoing Second Amendment to the Amended and Restated Articles of Incorporation was adopted by resolution of the Corporation’s board of directors on September 11, 2017, and by the holders of a majority of the Corporation’s issued and outstanding common stock on September 20, 2017, pursuant to the Nevada Revised Statutes. The Corporation has Common Stock, Series A Preferred Stock, and Series B Preferred Stock issued and outstanding. The number of shares of Common Stock issued and outstanding and entitled to vote on November 2, 2017, the record date for consideration of the foregoing amendment, was 1,688,420,598, the number of shares of Series A Preferred Stock issued and outstanding and entitled to vote on the record date for consideration of the foregoing amendment was 2,500,000, and the number of shares of Series B Preferred Stock issued and outstanding and entitle to vote on the record date for consideration of the foregoing amendment was 2,000,000. Each share of Series A Preferred Stock is entitled to 100 votes on all matters submitted to a vote of the stockholders and each share of Series B Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of the stockholders. The proposal to approve this Second Amendment to the Amended and Restated Articles was adopted by a vote of a majority of the outstanding stock, with 2,252,495,750 shares voted for (57.2% of the issued and outstanding capital stock). By executing this Second Amendment to the Amended and Restated Articles of Incorporation, the chief executive officer does hereby certify that as of September 20, 2017, the foregoing amendment was authorized and approved pursuant to Section 78.390 of the Nevada Revised Statutes. The undersigned affirms and acknowledges, under penalties of perjury, that the foregoing instrument is his act and deed and that the facts stated herein are true.  

DATED this ___ day of December, 2017.    

CANNASYS, INC.

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