TREES Corp (Colorado) 8-K/A, filed Jul 27, 2020
TREES Corp (Colorado) (CANN)
About this 8-K/A
TREES Corp (Colorado) filed this 8-K/A on July 27, 2020, reporting on events of July 9, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.08: Shareholder director nominations
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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):
July 23, 2020 (
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Explanatory Note
This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2020 (the “Original Form 8-K”) by General Cannabis Corp (the “Company”).
Pursuant to Item 5.02(a)(3) of Form 8-K, the disclosure in Item 5.02 of the Original Form 8-K addressing Mr. Michael Feinsod’s resignation from the Company’s Board of Directors was provided to Mr. Feinsod with the opportunity to furnish the Company as promptly as possible with a letter addressed to the Company stating whether he agreed with the statements made by the Company and, if not, stating the respects in which he did not agree. The Company is obligated to file any letter received from Mr. Feinsod regarding this disclosure as an amendment to the Original Form 8-K within two business days after receipt. The Company received Mr. Feinsod’s response on July 23, 2020 and has attached it hereto as Exhibit 99.3. The Company continues to believe Mr. Feinsod’s claims are unfounded and strongly disagrees with his assertions.
Under Item 5.08 of the Original Form 8-K the Company announced its intention to hold its Annual Meeting of Shareholders on Wednesday, September 23, 2020 at 9:00 a.m. MT (the “2020 Annual Meeting”). The Company hereby announces that it is moving the date of the 2020 Annual Meeting to Monday, November 16, 2020 at 9:00 a.m. MT. The Company will determine a new record date closer to the meeting date. Because the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 Annual Meeting of Shareholders, the Company is using this Amendment No. 1 to Form 8-K to provide the due date for the submission of any qualified shareholder proposals or qualified shareholder nominations. The location of the 2020 Annual Meeting will be as set forth in the Company’s proxy statement for the 2020 Annual Meeting, to be filed prior to the 2020 Annual Meeting with the Securities and Exchange Commission (“SEC”).
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any shareholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must be delivered to, or mailed to and received at, the Company’s principal executive offices located at 6565 E. Evans Avenue, Denver, Colorado 80224 Attention: Secretary, on or before the close of business on September 25, 2020, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2020 Annual Meeting. In addition to complying with this deadline, shareholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules, including Rule 14a-8, as well as the Company’s bylaws.
Except as set forth above, this Amendment No. 1 does not otherwise amend, update, restate or supplement any information contained in the Original Form 8-K.
Section 5 – Corporate Governance and Management.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On July 9, 2020, Michael Feinsod resigned from the Board of Directors of General Cannabis Corp (the “Company”). In his resignation letter, Mr. Feinsod stated he had expressed to the Board of Directors and management several concerns and disagreements with various matters regarding the Company and that such matters had not been adequately addressed to date. Mr. Feinsod did not specifically identify any concerns or disagreements in his resignation letter. Management and the Board of Directors, however, can surmise that his concerns and disagreements relate to unspecified general claims that the Company had deficiencies in its controls and procedures. The Company believes Mr. Feinsod claims are unfounded and strongly disagrees with his assertions, nevertheless, as a matter of responsible governance, it has initiated a review into such matters. In addition, the Company recently discovered and remediated certain issues arising from an accounting error relating to the Company’s accounting for a warrant derivative liability with respect to certain outstanding common stock warrants with the filing of its most recent Form 10-Q and restated Form 10-K, and is currently in the process of hiring a Chief Financial Officer to fill a current vacancy in the position.
During the period covered by the restated 2019 Form 10-K and the first quarter 2020 Form 10-Q, Mr. Feinsod served as an officer and director of the Company; having served as Interim Chief Executive Officer of the Company from January 7, 2019 through August 5, 2019, as Chief Executive Officer from August 5, 2019 to December 13, 2019, and thereafter as Executive Chairman of the Board of Directors until his resignation on June 24, 2020, and as Chairman of the Board of Directors until his removal on June 28, 2020. On the date of his resignation, he did not serve on any committees of the Board of Directors.
Item 5.08. Shareholder Director Nominations.
The Board of Directors of the Company previously announced that it plans to hold its Annual Meeting of Shareholders on Wednesday, September 23, 2020 at 9:00 a.m. MT (the “2020 Annual Meeting”). The Company hereby announces that it is moving the date of the 2020 Annual Meeting to Monday, November 16, 2020 at 9:00 a.m. MT. The Company will determine a new record date closer to the meeting date. Because the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 Annual Meeting of Shareholders, the Company is using this Form 8-K to provide the due date for the submission of any qualified shareholder proposals or qualified shareholder nominations. The location of the 2020 Annual Meeting will be as set forth in the Company’s proxy statement for the 2020 Annual Meeting, to be filed prior to the 2020 Annual Meeting with the Securities and Exchange Commission (“SEC”).
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any shareholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must be delivered to, or mailed to and received at, the Company’s principal executive offices located at 6565 E. Evans Avenue, Denver, Colorado 80224 Attention: Secretary, on or before the close of business on September 25, 2020, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2020 Annual Meeting. In addition to complying with this deadline, shareholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules, including Rule 14a-8, as well as the Company’s bylaws.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
3
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Letter of Resignation from Michael Feinsod, dated July 9, 2020.* |
| 99.2 | Press Release, dated July 14, 2020.* |
| 99.3 | Letter from Michael Feinsod, dated July 22, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Previously filed with Original 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.
| GENERAL CANNABIS CORP | ||
| Dated: July 27, 2020 | By | /s/ Steve Gutterman |
| Steve Gutterman | ||
| Its: Chief Executive Officer | ||
4
Exhibit 99.3
July 22, 2020
VIA EMAIL
General Cannabis Corp.
6565 E. Evans Ave
Denver, CO 80224
Attention: Board of Directors
| Re: | Form 8-K Disclosure |
Dear Board of Directors:
I have reviewed the disclosure contained in the Current Report on Form 8-K filed by General Cannabis Corp. (the “Company”) with the Securities and Exchange Commission on July 14, 2020 (the “Form 8-K”). Among other things, the Form 8-K states that “Mr. Feinsod did not specifically identify any concerns or disagreements in his resignation letter. Management and the Board of Directors, however, can surmise that his concerns and disagreements relate to unspecified general claims that the Company had deficiencies in its controls and procedures.”
The disclosure in the Form 8-K suggests that my concerns and disagreements were not known to members of management and the board of directors of the Company (the “Board”). This belies the fact that I communicated my specific concerns and disagreements to members of management, the Board and the Audit Committee of the Board on several occasions prior to my resignation as a Board member, and that my resignation letter referenced those concerns and prior communications. Indeed, the Form 8-K disclosure to the effect that management and the board of directors were required to “surmise” my concerns is disingenuous at best.
| Sincerely, | |
| /s/ Michael Feinsod | |
| Michael Feinsod |