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Form 8-K for UNITED CANNABIS CORP

6-Jan-2015

Entry into a Material Definitive Agreement, Creation of a Direct Financial O

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.On December 22, 2014, United Cannabis Corporation (the “Company”) executed a Promissory Note in the principal amount of $600,000 (the “Note”) payable to Slinte Ventures, LLC (“Slinte”) in exchange for $600,000. The Note is unsecured and bears interest at a rate of 12% per annum, with interest payable on the maturity date of the Note. Subject to certain mandatory prepayment provisions, the maturity date of the Note will be the earlier of December 17, 2015, and the date provided in the section of the Note containing the default provisions.

In the event of a default as defined in the Note, the unpaid amount will bear interest at 18% until such event of default is cured or waived.

The Note contains mandatory prepayment provisions requiring the Company to prepay the Note in certain circumstances including (i) any issuance equity; (ii) any sale, assignment or other distribution of any assets of the Company; or
(iii) any issuance of debt. The amount of the prepayment will be the lesser of the cash proceeds from such transaction and the unpaid balance of the Note at that time. In addition, if there is a change of control as defined in the Note, the Company will be required to prepay the entire unpaid balance and all other amounts due under the Note.

The Note provides that Slinte has the right to designate someone as an observer to the Board of Directors until the Note has been paid in full. The Note also includes customary conditions, representations and warranties.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.The disclosure set forth under Item 1.01 is incorporated by reference into this Item 2.03.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.The disclosure set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The offer and sale of the Note were made in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits. The following exhibit is being filed herewith:

Exhibit
Number       Description

  10.1       Promissory Note, dated December 18, 2014, made by United Cannabis
             Corporation and payable to Sl�inte Ventures, LLC

 


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