8-K
TREES Corp (Colorado) (CANN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): June 8, 2022
GENERAL CANNABIS CORP
(Exact Name of Registrant as Specified in Charter)
| | | |||
|---|---|---|---|---|
| Colorado | **** | 000-54457 | **** | 90-1072649 |
| (State or other jurisdiction<br>of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| 1901 S. Navajo Street<br>Denver , Colorado | 80223 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
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:
☐ 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 Symbol(s) | **** | Name of each exchange<br>on which registered |
| N/A | | N/A | | N/A |
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. ◻
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On June 8, 2022, the Company’s shareholders, upon recommendation of the Board, approved an amendment to the Company’s Amended and Restated Articles of Incorporation at the Company’s 2022 Annual Meeting of Stockholders.
The amendment to the Company’s Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Colorado on June 8, 2022 and formally changed the name of the Company to “TREES CORPORATION”.
A copy of the Amendment to the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2022 Annual Meeting of Stockholders held on June 8, 2022, the Company’s shareholders voted on five proposals and cast their votes as described below. The proposals are set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2022.
Proposal 1. The Company’s shareholders elected five (5) nominees to the board of directors, each to hold office for a one-year term and until the 2023 annual meeting or until his successor is duly elected and qualified, based on the following votes:
| | | | | | | |
|---|---|---|---|---|---|---|
| Name | | For | | Withheld | | Broker Non-Votes |
| Carl J Williams | | 54,208,680 | | 399,240 | | 16,001,114 |
| Adam Hershey | | 54,183,996 | | 423,924 | | 16,001,114 |
| Richard Travia | | 54,208,604 | | 399,316 | | 16,001,114 |
| J. Barker Dalton | | 54,184,197 | | 423,723 | | 16,001,114 |
| Timothy Brown | | 54,209,642 | | 398,278 | | 16,001,114 |
Proposal 2. The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, based on the following votes:
| | | | | | | |
|---|---|---|---|---|---|---|
| For | | Withheld | | Abstain | | Broker Non-Votes |
| 53,600,960 | | 861,587 | | 145,373 | | 16,001,114 |
Proposal 3. The Company’s shareholders approved, on a non-binding advisory basis, the frequency upon which the compensation of the Company’s named executive officers will be submitted for a non-binding advisory shareholder vote at every three (3) years, based on the following votes:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 990,684 | | 291,691 | | 53,155,945 | | 165,600 | | 16,001,114 |
Proposal 4. The Company’s shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to change the name of the Company to "TREES CORPORATION”, based on the following votes:
| | | | | | | |
|---|---|---|---|---|---|---|
| For | | Withheld | | Abstain | | Broker Non-Votes |
| 68,219,532 | | 2,015,007 | | 374,495 | | -- |
Proposal 5. The Company’s shareholders ratified the appointment of Haynie & Company as the independent registered public accounting firm of the Company for the year ending December 31, 2022, based on the following votes:
| | | | | | | |
|---|---|---|---|---|---|---|
| For | | Withheld | | Abstain | | Broker Non-Votes |
| 69,860,201 | | 578,427 | | 166,406 | | -- |
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description | |
|---|---|---|
| 3.1 | | Amendment to Amended and Restated Articles of Incorporation effective June 8, 2022. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | | |
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: June 14, 2022
| GENERAL CANNABIS CORP | |
|---|---|
| By: | /s/ Adam Hershey |
| Name: | Adam Hershey |
| Title: | Interim Chief Executive Officer |
Exhibit 3.1
GENERAL CANNABIS CORP
Articles of Amendment
Pursuant to the provisions of Title 7 of the Colorado Revised Statutes of the State of Colorado, General Cannabis Corp, a Colorado corporation, does hereby amend its Amended and Restated Articles of Incorporation.
| 1. | The name of the corporation whose Amended and Restated Articles of Incorporation are being amended by these Articles of Amendment is General Cannabis Corp, a Colorado corporation. |
|---|
| 2. | After the filing and effectiveness pursuant to the Colorado Business Corporations Act of these Articles of Amendment to the Amended and Restated Articles of Incorporation, Article I of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows: |
|---|
Article I – Name of Corporation
The name of the corporation is:TREES CORPORATION
| 3. | The amendment to the Amended and Restated Articles of Incorporation of General Cannabis Corp, a Colorado corporation, set forth in paragraph 2 above was duly adopted by the Board of Directors of the corporation on April 27, 2022. The amendment was duly adopted by the shareholders on June 8, 2022. The number of votes cast for the amendment by the shareholders was sufficient for approval. |
|---|
In Witness Whereof, the corporation, by and through its undersigned officer thereunto duly authorized, has executed these Articles of Amendment on June 8, 2022.
GENERAL CANNABIS CORP
By: /s/ Adam Hershey
Adam Hershey
Interim CEO