Current Report Filing (8-k)
April 04 2019 - 11:28AM
Edgar (US Regulatory)
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)
March 22, 2019
UNITED CANNABIS CORPORATION
(Exact name of registrant as specified in
charter)
Colorado
(State or other Jurisdiction of Incorporation
or Organization)
301 Commercial Road, Unit D
000-54582 Golden, CO 80401 46-5221947
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(Commission File (Address of Principal Executive (IRS Employer
Number) Offices and Zip Code) Identification
Number)
(303) 386-7321
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(Registrant's telephone number, including
area code)
N/A
(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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
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. [ ]
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Item 3.02. Unregistered Sale of Equity Securities.
On March 22, 2019, the Company issued shares of its Series A preferred
stock to the persons, in the amounts and for the consideration shown below.
Series A
Name Preferred Share Consideration
---- --------------- -------------
Earnest Blackmon 1,000 $1,100
Chad Ruby 500 $ 550
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Each Series A preferred share is convertible into one share of the
Company's common stock. Each Series A preferred share is entitled to 15,000
votes on any matter submitted to the Company's shareholder for their
consideration and approval.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the Series A preferred
shares. The persons who acquired these shares were sophisticated investors and
were provided full information regarding the Company's operations. There was no
general solicitation in connection with the offer or sale of the shares. The
persons who acquired the shares acquired them for their own accounts. Any
certificates representing the shares will bear a restricted legend providing
that they cannot be sold except pursuant to an effective registration statement
or an exemption from registration.
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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 hereunto duly authorized.
UNITED CANNABIS CORPORATION
Dated: April 2, 2019 By: /s/ Chad Ruby
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Chad Ruby
Chief Operator Officer
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