Amended Current Report Filing (8-k/a)
July 09 2021 - 5:03AM
Edgar (US Regulatory)
0000945617
true
This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the Original 8-K) filed by the Registrant on April 30, 2021 reporting under Item 2.01 the completion of its acquisition of the fixed assets of Medihemp, LLC (Medihemp) and its wholly owned subsidiary SLAM Enterprises, LLC (SLAM), and Medical Cannabis Caregivers, Inc.
0000945617
2021-04-30
2021-04-30
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SECURITIES AND
EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 30, 2021
AMERICAN CANNABIS
COMPANY, INC.
(Exact Name of Registrant
as Specified in its Charter)
|
Delaware
(State
or other jurisdiction of incorporation or organization)
|
Commission
File Number
000-26108
|
90-1116625
(I.R.S.
Employer
Identification
Number)
|
2590 Walnut
Street #6, Denver, Colorado 80205
(Address of
Principal Executive Offices and Zip Code)
(303)
974-4770
(Issuer's telephone
number)
(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 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
Symbols
|
Name
of Exchange on Which Registered
|
|
Common
|
AMMJ
|
NONE
|
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
FORWARD-LOOKING STATEMENTS
This filing, including the Exhibits
attached hereto, contains “forward-looking statements” and information within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which are subject to the “safe harbor” created by those sections. These forward-looking statements include,
but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected
costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “may,” “plans,” “projects,” “will,” “would”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and
you should not place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks
and uncertainties that could cause our actual results, performance or achievements to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation, the risks set forth from time to time in the Company’s filings
with the SEC. Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which
speak only as of the date stated, or if no date is stated, as of the date of this Current Report. The Company undertakes no obligation
to publicly update or revise the forward-looking statements contained herein to reflect changes events or circumstances after the date
of this release, unless required by law.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
This Current Report on Form 8-K/A amends
the Current Report on Form 8-K (the “Original 8-K”) filed by the Registrant on April 30, 2021 reporting under Item 2.01 the
completion of its acquisition of the fixed assets of Medihemp, LLC (“Medihemp”) and its wholly owned subsidiary SLAM Enterprises,
LLC (“SLAM”), and Medical Cannabis Caregivers, Inc. (“Medical Cannabis”), including:
• Medihemp and SLAM’s respectively
own fixed assets and operations of two retail Medical Marijuana Centers located at 1004 S. Tejon Street, Colorado Springs, CO 80903, and
2727 Palmer Park Blvd. Suite A, Colorado Springs, CO 80909.
• Medical Cannabis fixed assets and
operation of a retail Medical Marijuana Center located at 5875 Lehman Drive, Ste. 100, Colorado Springs, CO 80918.
• Medical Cannabis’ Medical Marijuana
Optional Premises Cultivation license, and Medical Marijuana-Infused Product Manufacturer license, along with fixed assets all located
at 2611 Durango Drive, Colorado Springs, CO 80910.
• Associated intellectual property
including assignment of the following licenses issued by the Colorado Marijuana Enforcement Division (“MED”) and the corresponding
City of Colorado Springs (“City”):
o Medihemp’s, SLAM’s and Medical
Cannabis’ respective Medical Marijuana Center licenses; o Medical Cannabis’ Medical Marijuana Infused Product Manufacturer
license; and,
o Medical Cannabis’ Medical Marijuana
Optional Premises Cultivation licenses.
Under the Original 8-K, the
Company stated that the pro forma financial statements required by Item 9.01 would be filed by amendment to the Original 8-K no later
than 71 days after the date on which the Original 8-K was required to be filed. This Current Report on Form 8-K/A amends and restates
Item 9.01 of the Original 8-K to present certain financial statements of Medihemp and Medical Cannabis, which are filed as exhibits hereto
and are incorporated herein by reference. Except for this Explanatory Note, the filing of the financial statements and the pro forma
financial information required by Item 9.01, there are no changes to the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The following consolidated financial
statements of Medihemp, LLC, and its wholly owned subsidiary SLAM Enterprises, LLC, and Medical Cannabis Caregivers, Inc., and are being
filed as exhibits hereto and are incorporated by reference herein:
Exhibit 99.1 — Medihemp,
LLC and Medical Cannabis Caregivers, Inc. DBA Naturaleaf Combined Financial Statements For the Years Ended December 31, 2020 and 2019.
(b) Pro forma financial information.
The following pro forma financial
information is being filed as an exhibit hereto and is incorporated by reference herein:
Exhibit 99.2 — Unaudited
Pro Forma Condensed Consolidated Financial Information for the Year Ended December 31, 2020
(c) Not Applicable.
(d) Exhibits
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.
Dated July 9, 2021
AMERICAN CANNABIS
COMPANY, INC.
(Registrant)
By: /s/ Terry
Buffalo
Terry Buffalo
Principal Executive
Officer
American Cannabis (CE) (USOTC:AMMJ)
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