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American Cannabis Co., Inc. – ‘8-K’ for 3/1/24

On:  Friday, 3/1/24, at 4:05pm ET   ·   For:  3/1/24   ·   Accession #:  1903596-24-103   ·   File #:  0-26108

Previous ‘8-K’:  ‘8-K’ on 12/1/23 for 11/30/23   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/24  American Cannabis Co., Inc.       8-K:1,9     3/01/24   11:222K                                   SEC Filing Solut… LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     27K 
 2: EX-10.1     Material Contract                                   HTML     30K 
 6: R1          Cover                                               HTML     40K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
11: XML         XBRL Instance -- ammj_8k_htm                         XML     15K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- acc-20240301_lab                      XML     96K 
 5: EX-101.PRE  XBRL Presentations -- acc-20240301_pre               XML     64K 
 3: EX-101.SCH  XBRL Schema -- acc-20240301                          XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    35K 
10: ZIP         XBRL Zipped Folder -- 0001903596-24-000103-xbrl      Zip     25K 


‘8-K’   —   Current Report


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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i March 1, 2024

 

 

 i AMERICAN CANNABIS COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 i Delaware

(State or other jurisdiction of incorporation or organization)

Commission File Number

 i 000-26108

 i 90-1116625

(I.R.S. Employer

Identification Number)

 

 i 1004 S Tejon St  i Colorado Springs,  i CO  i 80903

(Address of Principal Executive Offices and Zip Code) 

( i 303)  i 974-4770

(Issuer's telephone number)

200 Union St., Suite 200, Lakewood, Colorado 80228

(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 the 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 under the Exchange Act (17 CFR 240.14a-12)

[ ]       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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbols Name of Exchange on Which Registered
Common AMMJ None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  [ ]

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K of American Cannabis Company, Inc., a Delaware Corporation (the “Company”), as well as other filings with the Securities and Exchange Commission (“SEC”) and the Company’s press releases contain statements relating to future results, plans, assumptions, assessments, and information, including certain projections and business trends, that constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events, or performance underlying assumptions and other statements that are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements, including, without limitation, risks related to our business and risks associated with our securities. The Company’s expectations, beliefs, and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including, without limitations, management’s examination of historical operating trends and data contained in the Company’s records and other data available from third parties. There can be no assurance that management’s expectations, beliefs, or projections will be achieved or accomplished. Certain risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this Current Report and in other disclosures. The Company’s future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the Company’s other filings with the SEC. Actual results may differ materially from those expressed or implied by forward-looking statements. The Company disclaims any obligation to revise any forward-looking statements to reflect the occurrence, or lack thereof, of events or circumstances after the date such forward-looking statements were made, except as required by law.

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement - Termination

On March 1, 2024, pursuant to Section 8.1(a) of the Agreement and Plan of Merger ("Agreement") and Section 12.1(a) of the Separation and Distribution Agreement with HyperScale Nexus Holding Corporation, previously disclosed on Form 8-K, and Form 14C, the parties mutually agreed to completely terminate the respective transactions. The terminations are not expected to have any material results on the operations or finances of the Company. The Company incurred no termination penalties. No legal proceedings are expected to be filed over the respective terminations.

After careful consideration, both parties concluded that the terms of the agreement couldn't be met within a reasonable timeframe and so didn't align with the Company's objectives and priorities.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

  Description

 

10.1

 

 

Mutual Termination Agreement & Release

 

 

 

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.

 

Dated March 1, 2024

 

AMERICAN CANNABIS COMPANY, INC.

(Registrant)

 

By: /s/ Ellis Smith

Ellis Smith

Principal Executive Officer

 


Dates Referenced Herein

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