Amended Current Report Filing (8-k/a)
08 August 2020 - 5:34AM
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2020-05-25
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 7, 2020 (May 25, 2020)
GENERAL CANNABIS CORP
(Exact Name of Registrant as Specified in Charter)
Colorado
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000-54457
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90-1072649
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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6565 E. Evans Avenue
Denver, Colorado
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80224
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (303)
759-1300
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”)
amends the Current Report on Form 8-K (the “Original 8-K”) filed by General Cannabis Corp (the “Company”)
dated May 25, 2020, and filed with the Securities and Exchange Commission on May 29, 2020. This Amendment is solely for the purpose
of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma financial information
required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported acquisition of Dalton Adventures,
LLC.
This Amendment No. 1 on Form 8-K/A amends and supplements
the Original 8-K to include the historical audited and unaudited financial statements of Dalton Adventures, LLC and Affiliate
(dba SevenFive Farm) and the pro forma combined financial information required by Item 9.01 of Form 8-K that were not
included in the Original 8-K in reliance on the instructions to such item. Except as set forth herein, no modifications have
been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to
reflect events that have occurred since the date of the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements
of business acquired.
The
audited financial statements of Dalton Adventures, LLC and Affiliate (dba SevenFive Farm) as of and for the year ended December
31, 2019 and 2018, with the accompanying notes, are filed herewith as Exhibit 99.1 to this Form 8-K/A.
The
unaudited interim financial statements of Dalton Adventures, LLC and Affiliate (dba SevenFive Farm) as of March 31, 2020 and for
the three months ended March 31, 2020 and 2019, with the accompanying notes, are filed herewith as Exhibit 99.2 to this Form 8-K/A.
(b) Pro forma financial
Information.
The
unaudited pro forma financial statements of Dalton Adventures, LLC and Affiliate (dba SevenFive Farm) for the year ended
December 31, 2019 and for the three months ended March 31, 2020 and 2019, with the accompanying notes, are filed herewith as
Exhibit 99.3 to this Form 8-K/A.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed
as part of this Current Report on Form 8-K.
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
thereunto duly authorized.
Dated: August 7, 2020
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GENERAL CANNABIS CORP
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By:
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/s/ Steve Gutterman
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Name:
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Steve Gutterman
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Title:
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Chief Executive Officer
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