CANNASYS, INC. (OTCMKTS:MJTK) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
From October 17, 2016, through December 20, 2016, CannaSys, Inc.
issued 211,516,834 shares of its common stock to various
investors to the terms of their respective outstanding
convertible promissory notes. The convertible promissory 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. Each
of the investors is either an “accredited investor” as defined
in Rule 501(a) of Regulation D or a sophisticated investor able
to bear the risks of the 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.
issued 211,516,834 shares of its common stock to various
investors to the terms of their respective outstanding
convertible promissory notes. The convertible promissory 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. Each
of the investors is either an “accredited investor” as defined
in Rule 501(a) of Regulation D or a sophisticated investor able
to bear the risks of the 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.
The following table reflects the amounts of principal converted,
and the corresponding number of shares issued, in connection with
outstanding convertible promissory notes during the month of
October, 2016:
and the corresponding number of shares issued, in connection with
outstanding convertible promissory notes during the month of
October, 2016:
|
Date
|
Note Holder
|
Price
|
Shares Issued
|
Amount Converted
|
|
10/07/2016
|
Kodiak Capital Group LLC
|
$0.007
|
163,044
|
$ 222.82
|
|
10/17/2016
|
Auctus Fund LLC
|
0.000
|
166,039
|
2,374.35
|
|
10/18/2016
|
EMA Financial LLC
|
0.005
|
179,800
|
934.60
|
|
10/19/2016
|
Black Forest Capital, LLC
|
0.013
|
174,000
|
2,262.00
|
|
10/20/2016
|
Black Forest Capital, LLC
|
0.013
|
190,770
|
2,480.00
|
|
10/21/2016
|
Black Forest Capital, LLC
|
0.013
|
210,000
|
2,730.00
|
|
10/21/2016
|
Auctus Fund LLC
|
0.014
|
174,170
|
2,490.63
|
|
10/21/2016
|
EMA Financial LLC
|
0.005
|
216,450
|
1,125.54
|
|
10/24/2016
|
Microcap Equity Group LLC
|
0.013
|
174,153
|
2,264.00
|
|
10/24/2016
|
Black Forest Capital, LLC
|
0.013
|
239,000
|
3,107.00
|
|
10/24/2016
|
Microcap Equity Group LLC
|
0.013
|
239,230
|
3,110.00
|
|
10/25/2016
|
Auctus Fund LLC
|
0.010
|
239,600
|
2,491.84
|
|
10/26/2016
|
Colonial Stock Transfer
|
0.012
|
205,128
|
2,400.00
|
|
10/26/2016
|
Black Forest Capital, LLC
|
0.013
|
259,000
|
3,367.00
|
|
10/26/2016
|
Microcap Equity Group LLC
|
0.013
|
260,153
|
3,382.00
|
|
10/27/2016
|
Adar Bays LLC
|
0.020
|
250,000
|
5,000.00
|
|
10/27/2016
|
Auctus Fund LLC
|
0.010
|
284,100
|
2,954.64
|
|
10/27/2016
|
EMA Financial LLC
|
0.005
|
293,300
|
1,525.16
|
|
10/27/2016
|
Microcap Equity Group LLC
|
0.013
|
260,153
|
3,382.00
|
|
10/31/2016
|
Black Forest Capital, LLC
|
0.013
|
311,285
|
4,000.00
|
|
10/31/2016
|
Adar Bays LLC
|
0.012
|
342,412
|
4,150.00
|
|
10/31/2016
|
Microcap Equity Group LLC
|
0.012
|
373,913
|
4,300.00
|
|
10/31/2016
|
Kodiak Capital Group LLC
|
0.000
|
171,000
|
1,453.50
|
|
10/31/2016
|
EMA Financial LLC
|
0.005
|
429,213
|
1,974.38
|
|
5,805,913
|
$63,481.46
|
The following table reflects the amounts of principal
converted, and the corresponding number of shares issued, in
connection with outstanding convertible promissory notes during
the month of November, 2016:
converted, and the corresponding number of shares issued, in
connection with outstanding convertible promissory notes during
the month of November, 2016:
|
Date
|
Noteholder
|
Price
|
Shares Issued
|
Amount Converted
|
|
11/01/2016
|
Auctus Fund LLC
|
$0.009
|
374,500
|
$ 3,445.40
|
|
11/01/2016
|
Adar Bays LLC
|
0.011
|
373,913
|
4,050.00
|
|
11/01/2016
|
Microcap Equity Group LLC
|
0.012
|
414,956
|
4,772.00
|
|
11/02/2016
|
Adar Bays LLC
|
0.011
|
469,565
|
5,150.00
|
|
11/02/2016
|
EMA Financial LLC
|
0.004
|
530,500
|
2,153.83
|
|
11/03/2016
|
Black Forest Capital, LLC
|
0.011
|
370,000
|
3,977.50
|
|
11/03/2016
|
Auctus Fund LLC
|
0.008
|
374,500
|
3,040.94
|
|
11/03/2016
|
Tangiers Investment Group LLC
|
0.0091
|
1,028,681
|
9,397.00
|
|
11/04/2016
|
Microcap Equity Group LLC
|
0.010
|
512,315
|
5,200.00
|
|
11/04/2016
|
Kodiak Capital Group LLC
|
0.000
|
824,694
|
309.26
|
|
11/04/2016
|
Tangiers Investment Group, LLC
|
0.005
|
1,381,761
|
6,591.00
|
|
11/07/2016
|
Adar Bays LLC
|
0.010
|
465,116
|
4,750.00
|
|
11/07/2016
|
Adar Bays LLC
|
0.005
|
462,264
|
2,200.00
|
|
11/07/2016
|
Adar Bays LLC
|
0.003
|
664,528
|
1,750.00
|
|
11/08/2016
|
Microcap Equity Group LLC
|
0.000
|
497,767
|
(1)
|
|
11/08/2016
|
Black Forest Capital, LLC
|
0.003
|
690,000
|
3,657.10
|
|
11/08/2016
|
Adar Bays LLC
|
0.0053
|
274,151
|
1,453.00
|
|
11/08/2016
|
EMA Financial LLC
|
0.002
|
895,500
|
1,898.46
|
|
11/09/2016
|
Auctus Fund LLC
|
0.005
|
867,000
|
4022.88
|
|
11/09/2016
|
Tangiers Investment Group LLC
|
0.0048
|
1,736,268
|
8,282.00
|
|
11/09/2016
|
Adar Bays LLC
|
0.005
|
513,585
|
2,472.00
|
|
11/09/2106
|
Black Forest Capital, LLC
|
0.005
|
301,436
|
1,597.61
|
|
11/10/2016
|
Microcap Equity Group LLC
|
0.0053
|
866,037
|
4,590.00
|
|
11/10/2016
|
Adar Bays LLC
|
0.0053
|
1,028,113
|
5,449.00
|
|
11/11/2016
|
Black Forest Capital, LLC
|
0.0029
|
930,000
|
2,650.50
|
|
11/11/2016
|
Microcap Equity Group LLC
|
0.0028
|
744,489
|
2,121.79
|
|
11/11/2016
|
Tangiers Investment Group LLC
|
0.0026
|
2,502,534
|
6,419.00
|
|
11/14/2016
|
EMA Financial LLC
|
0.001
|
2,752,000
|
2,752.00
|
|
11/14/2016
|
Adar Bays LLC
|
0.0029
|
1,198,596
|
3,416.00
|
|
11/15/2016
|
Auctus Fund LLC
|
0.0017
|
1,450,000
|
2,436.00
|
|
11/15/2016
|
Black Forest Capital LLC
|
0.0021
|
1,450,000
|
3,045.00
|
|
11/15/2016
|
Adar Bays LLC
|
0.0021
|
1,458,452
|
3,062.75
|
|
11/21/2016
|
Black Forest Capital LLC
|
0.0015
|
1,870,000
|
2,805.00
|
|
11/22/2016
|
Tangiers Investment Group LLC
|
0.0013
|
3,749,630
|
5,062.00
|
|
11/22/2016
|
Microcap Equity Group LLC
|
0.0015
|
1,333,333
|
2,000.00
|
|
11/23/2016
|
EMA Financial LLC
|
0.001
|
4,888,000
|
4,888.00
|
|
11/23/2016
|
Black Forest Capital LLC
|
0.0015
|
1,950,000
|
2,925.00
|
|
11/23/2016
|
Adar Bays LLC
|
0.0014
|
1,873,074
|
2,528.65
|
|
11/28/2016
|
Adar Bays LLC
|
0.0014
|
2,220,000
|
2,997.00
|
|
11/28/2016
|
Black Forest Capital LLC
|
0.0013
|
1,950,000
|
2,437.50
|
|
11/29/2016
|
Tangiers Investment Group LLC
|
0.0011
|
5,314,667
|
5,979.00
|
|
11/29/2016
|
EMA Financial LLC
|
0.0005
|
6,089,500
|
3,044.75
|
|
11/29/2016
|
Adar Bays LLC
|
0.0011
|
2,654,222
|
2,986.00
|
|
11/29/2016
|
Adar Bays LLC
|
0.0011
|
2,862,222
|
3,220.00
|
|
11/30/2016
|
Black Forest Capital LLC
|
0.0013
|
2,640,000
|
3,300.00
|
|
11/30/2016
|
Adar Bays LLC
|
0.0011
|
3,706,667
|
4,170.00
|
|
71,504,536
|
$164,454.92
|
_______________
(1) Additional shares issued for adjustment to prior conversion
price.
price.
The following table reflects the amounts of principal
converted, and the corresponding number of shares issued, in
connection with outstanding convertible promissory notes from
December 1 through 20, 2016:
converted, and the corresponding number of shares issued, in
connection with outstanding convertible promissory notes from
December 1 through 20, 2016:
|
Date
|
Noteholder
|
Price
|
Shares Issued
|
Amount Converted
|
|
12/01/2016
|
Black Forest Capital LLC
|
$0.0013
|
3,103,992
|
$ 3,879.99
|
|
12/01/2016
|
Adar Bays LLC
|
0.0011
|
3,642,978
|
4,098.35
|
|
12/01/2016
|
Auctus Fund LLC
|
0.0010
|
3,564,000
|
3,564.00
|
|
12/05/2016
|
EMA Financial LLC
|
0.0010
|
9,993,000
|
9,993.00
|
|
12/05/2016
|
Black Forest Capital LLC
|
0.0011
|
4,500,000
|
4,950.00
|
|
12/05/2016
|
Adar Bays LLC
|
0.0011
|
3,641,755
|
4,005.93
|
|
12/05/2016
|
Microcap Equity Group LLC
|
0.0011
|
3,636,363
|
4,000.00
|
|
12/05/2016
|
Tangiers Investment Group LLC
|
0.0010
|
9,085,859
|
8,995.00
|
|
12/07/2016
|
Auctus Fund LLC
|
0.0009
|
3,564,000
|
3,136.32
|
|
12/07/2016
|
EMA Financial LLC
|
0.001
|
13,380,000
|
13,380.00
|
|
12/07/2016
|
Black Forest Capital LLC
|
0.0011
|
6,000,000
|
6,600.00
|
|
12/09/2016
|
Black Forest Capital LLC
|
0.0011
|
7,000,000
|
7,700.00
|
|
12/12/2016
|
Auctus Fund LLC
|
0.0016
|
4,535,000
|
7,127.12
|
|
12/13/2016
|
Black Forest Capital LLC
|
0.0011
|
7,100,000
|
7,810.00
|
|
12/13/2016
|
Auctus Fund LLC
|
0.0008
|
7,790,000
|
6,543.60
|
|
12/14/2016
|
EMA Financial LLC
|
0.0004
|
10,940,250
|
4,376.10
|
|
12/15/2016
|
Black Forest Capital LLC
|
0.0008
|
8,500,000
|
6,800.00
|
|
12/16/2016
|
Auctus Fund LLC
|
0.0006
|
8,241,688
|
5,274.68
|
|
12/19/2016
|
Microcap Equity Group LLC
|
0.0008
|
7,500,000
|
6,000.00
|
|
12/20/2016
|
Black Forest Capital LLC
|
0.0008
|
8,487,500
|
6,790.00
|
|
134,206,385
|
$125,024.09
|
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 up +0.00050 at 0.00220 with shares trading hands.