ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 30, 2018, we received proceeds of $47,250, net of transaction costs and attorney fees, from an 8% Secured Convertible Promissory Note and Securities Purchase Agreement dated January 23, 2018, with BNA Investment Capital, LLC, a Wyoming limited liability company. The Securities Purchase Agreement provides for 12 secured convertible promissory notes in the aggregate principal amount up to $666,666.60, in tranches of $55,555.55 each. Each note accrues interest at the rate of 8% per annum, contains a 10% original issue discount, and matures 12 months from the effective date of its payment. The outstanding amounts funded under the promissory notes are convertible into shares of CannaSys, Inc. common stock in accordance with their terms. These securities 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. BNA Investment Capital, LLC, is an “accredited investor” as defined in Rule 501(a) of Regulation D and confirmed the foregoing and acknowledged, in writing, that the securities were acquired and will be held for investment. 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.