8-K - CANN - Equibles

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): April 5, 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 1.01	Entry into a Material Definitive Agreement.

SevenFive Farm Lease

On April 5, 2022, General Cannabis Corp (the “Company”) entered into an Amendment to Lease with Dalton Farms, LLC, the landlord (“Landlord”) of the Company’s grow facility located at 3705 75^th^ Street, Boulder, Colorado 80301 (“Lease Amendment”). Pursuant to the Lease Amendment, commencing April 1, 2022 (“Effective Date”), base rent is decreased to $27,000 per month for calendar year 2022. Increases in base rent become effective January 1, 2023 and are as otherwise provided for in the original lease.

Barker Dalton Employment Agreement

On April 5, 2022, the Company and John Barker Dalton amended the Employment Agreement dated January 24, 2020, as amended on October 1, 2021 (“Employment Agreement Amendment”). Pursuant to the Employment Agreement Amendment, effective as of the Effective Date, Mr. Dalton’s relationship with the Company is now as a consultant (rather than an employee), and his compensation is reduced to $500 per calendar month.

Mr. Dalton is a member of the Board of Directors of the Company, as well as the sole owner of Landlord.

The foregoing description of the Lease Amendment and Employment Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to Lease effective April 1, 2022 between General Cannabis Corp and Dalton Farms, LLC.
10.2		Amendment to Employment Agreement effective April 1, 2022 between General Cannabis Corp and John Barker Dalton.
104		Cover Page Interactive Data File (embedded within he 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: April 8, 2022

GENERAL CANNABIS CORP
By:	/s/ Adam Hershey
Name:	Adam Hershey
Title:	Interim Chief Executive Officer

Exhibit 10.1

AMENDMENT TO LEASE

This Amendment to Lease (“Amendment”) is made and entered into as of April 1, 2022, by and between Dalton Farms, LLC, a Colorado limited liability company (“Landlord”), and General Cannabis Corp., a Colorado corporation (“Tenant”). Landlord and Tenant may be referred to in this Amendment individually as a “Party” or collectively as the “Parties.”

WHEREAS, Landlord and Tenant are party to that certain Commercial Lease Agreement dated January 24, 2020 (the “Lease”); and

WHEREAS, the Parties desire to amend the Lease as set forth herein.

NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

1.	Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have their respective meanings ascribed thereto in the Lease.

2.	Base Rent. Effective for the month commencing April 1, 2022, Base Rent shall be decreased to an amount equal to TWENTY-SEVEN THOUSAND DOLLARS ($27,000) per month during calendar year 2022.

3.	Increase in Base Rent. Increases in Base Rent as provided in the Lease shall commence effective as of January 1, 2023.

4.	Purchase of Property upon Termination of Employment. Section 6.D of the Lease is hereby amended and restated in its entirety to read as follows:

D. Termination of Employment Agreement. In the event Tenant terminates the EA, Tenant shall, upon written request from Landlord, use commercially reasonable efforts to assist Landlord in procuring a buyer for the Real Property; or alternatively, at Tenant’s sole option (and without any obligation to so elect), to purchase the Real Property on the following terms:

(1) The purchase price for the Real Property shall be fair market value, as determined by an independent appraiser selected by Landlord and Tenant within TEN (10) days of EA Termination;

(2) Tenant may pay the purchase price (a) within ONE HUNDRED EIGHTY (180) days of EA Termination, or (b) pursuant to promissory note, secured by deed of trust for the Real Property, payable over TEN (10) years from the date of EA Termination, which shall bear interest at a rate equal to then published prime rate of interest in the Wall Street Journal on the date of EA Termination plus TWO PERCENT (2%).

5.	Lease Remaining Terms. All provisions contained in the Lease and not amended pursuant to this Amendment shall remain in full force and effect in accordance with their respective terms.

6.	Counterparts; Electronic Signature. This Amendment may be executed and delivered in counterpart signatures, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. This Amendment may be executed and delivered via electronic signature or similar method.

[Signature page follows immediately]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


	LANDLORD:
	Dalton Farms, LLC


	By:	/s/ John Barker Dalton
		John Barker Dalton, Sole Member

	TENANT:
	General Cannabis Corp.


	By:	/s/ Adam Hershey
		Name: Adam Hershey
		Title: Interim CEO

Exhibit 10.2

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT(this “Amendment”), dated as of April 1, 2022 (“Effective Date”), is entered into by and between General Cannabis Corp, a Colorado corporation (the “Company”), and John Barker Dalton, an individual (“Employee”).

WHEREAS, the Company and Employee entered into an employment agreement as of January 24, 2020, as amended as of October 1, 2021 (collectively, the “Original Agreement”);

WHEREAS, the parties wish to amend certain terms and conditions of the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, terms, provisions, and conditions set forth in this Amendment, the parties hereby agree as follows:

1.	Nature of Relationship. As of the Effective Date, Employee’s relationship with the Company shall be as a consultant. Employee shall no longer be employed by the Company, and shall be fully responsible for paying his own taxes, and acting in all respects, as an independent contractor.

2.	Compensation. Effective as of the Effective Date, Employee’s compensation shall be $500 per calendar month, payable monthly. Employee shall devote up to 40 hours each month to the Company.

3.	Terms of Original Agreement. All terms and conditions set forth in the Original Agreement and not otherwise amended pursuant to this Amendment shall remain in full force and effect in accordance therewith.

4.	Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado without giving effect to principles of conflicts or choice of laws thereof.

5.	Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.


GENERAL CANNABIS CORP


By:	/s/ Adam Hershey
	Adam Hershey
	Interim CEO


By:		/s/ John Barker Dalton
		John Barker Dalton, Sole Member