AMERICANN, INC. (OTCMKTS:ACAN) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02Unregistered Sale of Equity Securities.
The Company raised $3,819,000 in equity through the exercise of 1,273,000 warrants at $3.00 per share.
Between October 27, 2016 and November 7, 2016 the Company sold 2,000,000 units to a group of investors in a private offering. Each unit consisted of one share of the Company’s common stock and one Series I Warrant. Each Series I Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $3.00 per share at any time on or before November 4, 2020.
To encourage holders to exercise their Series I Warrants, the Company agreed to issue one Series IX Warrant to each person that exercised a Series I warrant on or before July 10, 2018. Each Series IX Warrant is exercisable at a price of $1.00 per share at any time on or before July 10, 2021.
As of July 10, 2018, a total of 1,273,000 Series I Warrants were exercised and the Company issued 1,273,000 shares of its common stock (as a result of the exercise of the Series I Warrants) and 1,273,000 Series IX Warrants to the persons that exercised the Series I Warrants.
The proceeds from the exercise of the Series I Warrants will be used for construction on a 52.6 acre parcel of undeveloped land located approximately 47 miles southeast of Boston. The Company is developing the property as the Massachusetts Medical Cannabis Center ("MMCC").
The shares issuable upon the exercise of the Series I Warrants were registered with the Securities and Exchange Commission and are free trading under an effective registration statement. The shares issuable upon the exercise of the Series IX Warrants will be “restricted securities” as that term is defined by the Securities and Exchange Commission, unless registered.
The Company paid GVC Capital LLC, the Solicitation Agent for the offering, $0.18 for each Series I Warrant exercised and issued one warrant to GVC for each 20 Series I Warrants which were exercised. The warrants issued to GVC are exercisable at a price of $1.00 per share at any time on or before July 10, 2023. If the Company chooses to retain GVC to solicit the exercise of the Series IX Warrants, the Company will pay GVC $0.05 for each Series IX Warrant that is exercised. GVC allowed a portion of its compensation to selected dealers which assisted in the solicitation of the Series I Warrant holders
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b)of the Securities and Exchange Commission in connection with issuance of the Series IX Warrants. The persons who acquired these warrants were accredited and 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 warrants. The persons who acquired the warrants acquired them for their own accounts. The certificates representing the warrants will bear a restricted legend providing that they cannot be sold except to an effective registration statement or an exemption from registration.
About AMERICANN, INC. (OTCMKTS:ACAN)
AmeriCann, Inc. develops, owns and supports medical cannabis cultivation and processing facilities. The Company has a multi-market portfolio of over 1,000,000 square feet of cannabis production infrastructure in various stages of development, which consists of approximately 125,000 square feet of approved cultivation and processing infrastructure on over five acres located at 5280 Monaco St. in Denver, and site approval for approximately 977,000 square feet of cultivation, processing and administration infrastructure at the Massachusetts Medical Cannabis Center (MMCC). To support local businesses that seek to serve cannabis patients in their communities, the Company initiated the AmeriCann Preferred Partner Program. The initial step in becoming a preferred partner involves an application on its Website. The Company focuses on leasing facilities to its Preferred Partners that will be designed with its cultivation and processing system called Cannopy.