CANNASYS, INC. (OTCMKTS:MJTK) Files An 8-K Entry into a Material Definitive Agreement

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CANNASYS, INC. (OTCMKTS:MJTK) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Adar Bays, LLC
CannaSys, Inc. entered into a Securities Purchase Agreement
(“SPA”) with Adar Bays, LLC, a Florida limited liability
company (“Adar Bays”), and executed three 8% Convertible
Redeemable Promissory Notes, each in the principal amount of
$57,500 (the “Notes”). On December 20, 2016, Adar Bays funded
the first Note for $57,500, less $16,750 in a combination of due
diligence costs and past-due expenses owing by CannaSys, which
were retained and disbursed by Adar Bays. Under the terms of the
SPA, the second and third Notes are initially paid for by Adar
Bays’ issuance to CannaSys of two offsetting collateralized
notes for $57,500 (the “Buyer Notes”). The Buyer Notes do not
become effective until Adar Bays funds the respective Notes,
which funding is in CannaSys’s sole discretion. The first Note
and the second and third Notes (when funded by the offsetting
Buyer Notes) accrue interest at the rate of 8% per annum and
mature on December 12, 2017. The outstanding amounts due under
the Notes are immediately convertible into restricted shares of
CannaSys common stock after 180 days from the issue date, at Adar
Bays’ sole discretion, at 50% of the lowest trading price for
the common stock for the 25 consecutive prior trading days
immediately preceding the conversion date, with some exceptions.
The SPA and the Notes 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. Adar Bays 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.
MHB, Inc.
On December 22, 2016, an Amendment to Share Exchange Agreement
(the “Amendment”) between CannaSys, Inc. and MHB, Inc., a
Colorado corporation doing business as Mile High Brands (“MHB”)
amending the Share Exchange Agreement (“Exchange Agreement”)
between the parties dated November 3, 2015. Under the Amendment:
(i) MHB cancelled 9,985,000 MHB shares issued to CannaSys under
the Exchange Agreement; (ii) CannaSys cancelled 485,000
post-split CannaSys shares issued to MHB under the Exchange
Agreement; (iii) the Gross Revenue Assignment between the parties
was terminated, section 2.04 of the Exchange Agreement was
deleted in its entirety; and (iv) the parties confirmed that the
$7,500 payment from MHB to CannaSys was fees as originally
contemplated under the Exchange Agreement. As amended, each party
now owns 15,000 shares of the other party’s common stock. The
parties also reaffirmed their commitment to the successful
operation of Mile High Consulting and Branding, Inc. formed under
section 8.07 of the Exchange Agreement and the parties’
Stockholder Agreement for Mile High Consulting and Branding, Inc.
ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 is incorporated by
reference in this Item 2.03.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 is incorporated by
reference in this Item 3.02.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit
Number*
Title of Document
Location
Item 10
Miscellaneous
10.68
Securities Purchase Agreement between CannaSys, Inc., and
Adar Bays, LLC, dated December 12, 2016
Attached
10.69
CannaSys, Inc. 8% Convertible Redeemable Note Due
December 12, 2017
Attached
10.70
CannaSys, Inc. 8% Convertible Redeemable Note Due
December 12, 2017, with corresponding Adar Bays, LLC
Collateralized Secured Promissory Note
Attached
10.71
CannaSys, Inc. 8% Convertible Redeemable Note Due
December 12, 2017, with corresponding Adar Bays, LLC
Collateralized Secured Promissory Note
Attached
10.72
Amendment to Share Exchange Agreement dated December 22,
2016, between CannaSys, Inc. and MHB, Inc.
Attached
_______________________________________
* All exhibits are numbered with the number preceding the
decimal indicating the applicable SEC reference number in
Item 601 and the number following the decimal indicating
the sequence of the particular document. Omitted numbers
in the sequence refer to documents previously filed as an
exhibit.


About CANNASYS, INC. (OTCMKTS:MJTK)

CannaSys, Inc., formerly Thermal Tennis Inc., is a technology company. The Company provides technology services in the ancillary space of the cannabis industry. The Company creates, develops and commercializes solutions to solve customer service and provider problems; creates producer and retailer opportunities, and streamlines the connections among the producer, seller and consumer/patient segments for the medical and recreational cannabis community. Its products serve both medical and recreational growers, dispensers and customers. Its products include BumpUp Rewards, BumpUp Rewards White-Label Applications, CannaLIMS and MHB, Inc. Branded Products. Its BumpUp Rewards is an affiliate-based membership rewards loyalty program designed for the cannabis industry. CannaLIMS is a laboratory management information system product focused on the cannabis marketplace. It has interest in MHB, Inc., doing business as Mile High Brands.

CANNASYS, INC. (OTCMKTS:MJTK) Recent Trading Information

CANNASYS, INC. (OTCMKTS:MJTK) closed its last trading session down -0.00020 at 0.00250 with shares trading hands.