What changed in this filing

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Item 1. Business

2022-03-25 compared with 2021-04-01 · 77 added, 89 removed, 148 unchanged (53% of the section changed)

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As markets like Colorado mature, we believe that an opportunity exists for operationally excellent companies to build scale by acquiring and operating licensed cannabis businesses.

Accordingly, we are focused on:

(1) identifying licensed cannabis assets that we can acquire, (2) focusing on execution, which will allow us to continue to generate cash and meet our financial commitments and, (3) moving with an urgency that reflects our conviction and confidence in our ability to create the customers’ loyalty and advocacy.

Accordingly, we are focused on (1) identifying licensed cannabis assets that we can acquire, (2) focusing on execution, which will allow us to continue to generate cash and meet our financial commitments, and (3) moving with an urgency that reflects our conviction and confidence in our ability to create the customers’ loyalty and advocacy.

To that end, during the years ended 2021 and 2020, we implemented the following significant actions in support of our continued growth:

● On May 4, 2020, we received a Suitability Approval from the Colorado Marijuana Enforcement Division (“MED”), becoming one of the first, and to date, one of the only public companies pre-approved to acquire licensed cannabis facilities.

● On May 13, 2020, we received approval of the transaction and transfer of the Dalton Adventures, LLC (“Seller”) license from the Colorado Marijuana Enforcement Division (“the MED”).

On May 25, 2020, we finalized the acquisition, pursuant to which we acquired the assets of the Seller that constitute the business of SevenFive Farm, a cultivation facility located in Boulder, Colorado.

The purchase price paid by the Company to the Seller was 8,859,117 shares of common stock.

Barker Dalton, the sole member and owner of Dalton Adventures, LLC, joined our Board of Directors in September 2020.

● On May 29, 2020, we entered into a subscription agreement, as amended with Hershey Strategic Capital, LP and Shore Ventures III, LP (collectively the “Hershey Investor”) with respect to the sale of shares of common stock and warrants to purchase common stock.

During the year ended December 31, 2020, we sold $3,000,000 of securities to the Hershey Investor, representing 7,532,010 shares of common stock and warrants to purchase 5,649,007 shares of common stock with an exercise price of $0.5565 per share.

In accordance with the terms of the subscription agreement, we issued an additional 1,631,000 warrants in December 2020 to purchase common stock with an exercise price of $0.4917 to the Hershey Investor.

As part of these transactions, Adam Hershey joined our Board of Directors in July 2020.

● In September 2020, we added to the strength of our Board of Directors by adding Carl Williams as Chairman and Independent Director, Richard Travia as Independent Director and Barker Dalton as Director.

● On December 23, 2020 and February 8, 2021, the Company entered into a Securities Purchase Agreement with each of certain accredited investors, pursuant to which the Company issued and sold senior convertible promissory notes (the “Notes”) with an aggregate principal amount of $4,600,000 in exchange for payment to the Company by certain investors of an aggregate amount of $3,600,000 in cash, as well as cancellation of outstanding indebtedness in the aggregate amount of $1,000,000 represented by certain of the prior promissory notes issued by the Company in February 2020 to certain other Investors.

● On December 30, 2021, we completed the acquisition of substantially all the assets of Trees Portland, LLC and Trees Waterfront, LLC, representing a portion of the overall Trees transaction ("Trees Transaction”).

The cash paid in connection with the Oregon Closing consisted of $331,581 and stock consideration of 6,423,575 shares of our Common Stock.

Further, cash equal to $497,371 will be paid to sellers in equal monthly installments over a period of 24 months from the Oregon Closing.

● On September 10, 2021, we entered into a Securities Purchase Agreement with various accredited investors, pursuant to which the Company issued and sold Units consisting of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants (“Warrants”) to purchase shares of our common stock with a par value of $0.001 per share (the “Common Stock”).

The total number of Units sold was 1,180.

Each Unit consists of one (1) share of Series A Preferred and 300 Warrants.

The purchase price of each Unit was $1,000, for an aggregate amount sold of $1,180,000.

Each share of Series A Preferred is convertible into 1,000 shares of Common Stock upon the consummation of a capital raise of at least $5 million.

● On September 2, 2021, we completed the acquisition of substantially all the assets of TDM, LLC, representing a portion of the overall Trees transaction.

The cash paid by the Company consisted of $1,155,256.

We issued 22,380,310 shares of our Common Stock.

Further, cash equal to $1,732,884 will be paid to Seller in equal monthly installments over a period of 24 months.

● On July 16, 2021, we entered into an Asset Purchase Agreement with NBC Holdings LLC and Richard Cardinal (“Buyer”) pursuant to which we agreed to sell substantially all the assets in our cultivation consulting business known as Next Big Crop (“NBC”) to Buyer.

The Board of Directors approved the Agreement in furtherance of its previously disclosed plan to identify and acquire licensed cannabis assets that will allow us to continue to generate cash and meet our financial commitments.

The purchase price for the sale consists of a payment by Buyer of $75,000 payable upon signing, an additional $75,000 payable within one year of the closing, and ten percent (10%) of profits generated by Buyer in the states of Michigan, Mississippi and Massachusetts for a period of twelve months from the Closing.

Pursuant to amendment, Buyer paid the additional $75,000 in March 2022, and the 10% profit share described above was eliminated.

● On April 20, 2021, we entered into an Agreement and Plan of Reorganization and Liquidation among the Company, Trees Acquisition Corp., a newly-formed indirect wholly-owned subsidiary of the Company, and TDM, LLC and Station 2, LLC (“Colorado Sellers”), as well as a separate Agreement and Plan of Reorganization and Liquidation among the Company, Trees Acquisition, and Trees Waterfront, LLC, Trees MLK Inc.

and Trees Portland, LLC (“Oregon Sellers” and collectively with the Colorado Sellers, the “Sellers”) (collectively, the “Plans”).

Pursuant to the Plans, we agreed to purchase substantially all the assets of each of the Colorado Sellers and Oregon Sellers.

The assets principally consist of the cannabis business licenses, inventory, and intellectual property related to the Sellers’ cannabis dispensaries located in Englewood and Denver, Colorado and Portland, Oregon together with substantially all related assets.

We are not assuming any

liabilities of any of the Sellers.

The purchase price for the transaction consists of a cash payment of $2 million at closing, and an additional $3 million in cash payable in equal monthly amounts of $125,000 for a period of 24 months from the closing.

In the event we consummate a capital raise of $5 million or greater during such 24-month period, such monthly payments will increase to $200,000 per month and the payout period decreases to 15 months from the closing, with a one-time ‘catch-up’ payment such that the total additional cash consideration equals $3 million.

In addition, at the closing, we will issue to the Sellers 38,745,193 shares of the Company’s common stock (“Seller Shares”).

● On April 20, 2021, we completed an offering with accredited investors, pursuant to which the Company issued and sold convertible notes with an aggregate principal amount of $2.3 million to such Investors (“Offering”).

The notes are part of an over-allotment approved by the existing noteholders in connection with the original convertible note offering (and previous over-allotment) of $4.6 million consummated on December 23, 2020, and February 8, 2021.

In connection with the Offering, each holder received warrants to purchase shares of our common stock equal to 20% coverage of the aggregate principal amount at $0.56 per share, except that the warrant coverage to one investor acting as lead investor in the Offering received approximately 35.5% of the aggregate principal amount invested.

The notes bear interest at an annual rate of 10% and will mature on April 20, 2024.

The investors have the option to convert up to 50% of the outstanding unpaid principal and accrued interest of the notes into Common Stock at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share.

● On December 23, 2020, and February 8, 2021, the Company issued and sold senior convertible promissory notes with an aggregate principal amount of $4,600,000 in exchange for payment to the Company by certain investors of an aggregate amount of $3,600,000 in cash, as well as cancellation of outstanding indebtedness in the aggregate amount of $1,000,000 represented by certain of the prior promissory notes issued by the Company in February 2020 to certain other investors.

In connection with the issuance of the notes, the holders received warrants to purchase shares of the Company’s common stock equal to 20% coverage of the aggregate principal amount at $0.56 per share.

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The investors have the option at any time to convert up to 50% of the outstanding unpaid principal and accrued interest of the notes into the Company’s common stock at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share.

● On December 26, 2019, the Board of Directors and management made the strategic decision to investigate a possible buyer for our Security Segment and if no buyer could be found, cease operations of the Security

We transferred all our Colorado security contracts and employees to a company on January 16, 2020.

On February 6, 2020 we cancelled all our security contracts in California.

● On December 26, 2019, the Board of Directors and management made the strategic decision to cease operations of Chiefton, our apparel line.

● On December 26, 2019, the Board of Directors and management committed to a plan to cease operations of STOA Wellness, our retail CBD store.

We transferred all assets of STOA Wellness to an individual on January 10, 2020, in exchange for the release on the outstanding lease.

We determined the sale and disposal of our security and consumer goods segments represented a strategic shift that had a significant effect on our results of operations and, as a result, we have presented the disposal as held for sale and discontinued operations in our financial statements.

As part of these transactions, Adam Hershey joined our Board of Directors in July 2020.

● On May 13, 2020, we received approval of the transaction and transfer of the Dalton Adventures, LLC (“Seller”) license from the Colorado Marijuana Enforcement Division (“the MED”).

The purchase price paid by the Company to the Seller was 8,859,117 shares of common stock.

Barker Dalton, the sole member and owner of Dalton Adventures, LLC, joined our Board of Directors in September 2020.

We determined the sale of our operations consulting and products segment represented a strategic shift that had a significant effect on our results of operations and, as a result, we have presented the disposal as discontinued operations in our financial statements.

Unless noted otherwise, discussion in this Annual Report on Form 10-K pertains to our continuing operations.

History and Corporate Structure

General Cannabis Corp, a Colorado corporation, was incorporated on June 3, 2013.

We operate through our eight wholly-owned subsidiaries:

The accompanying consolidated financial statements include the results of GCC and its nine wholly-owned subsidiary companies:

Evans Owner LLC, a Colorado limited liability company formed in 2014;

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(d) GC-NY Health, LLC, a New York limited liability company formed in 2019;

(e) Standard Cann, Inc., a Colorado corporation formed in 2019;

(f) SevenFive Farm, LLC, a limited liability company formed in 2020, (g) SevenFive Farm Cultivation, LLC, a limited liability company formed in 2020 and (h) GC Corp., a Colorado corporation, originally formed in 2013 under the name ACS Corp.

(d) Standard Cann, Inc., a Colorado corporation formed in 2019;

(e) SevenFive Farm LLC, a Colorado limited liability company formed in 2020;

(f) SevenFive Farm Cultivation LLC, a Colorado limited liability company formed in 2020;

(g) Trees Colorado LLC, a Colorado limited liability company formed in 2021;

(h) Trees Oregon LLC, a Colorado limited liability company formed in 2021;

(i) GC Corp., a Colorado corporation, originally formed in 2013 under the name ACS Corp.

In 2015, the name was changed to GC Corp.

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Through our reporting segments (Operations, Cultivation, and Investments), we provide products, services, and capital to the regulated cannabis industry and non-cannabis customers, which include the following:

Operations Consulting and Products (“Operations Segment”)

Through Next Big Crop (“NBC”), we deliver comprehensive consulting services to the cannabis industry that include obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations.

During 2020 and 2019, 62% and 59% of NBC’s revenue was from four customers and three customers, respectively.

NBC oversees our wholesale equipment and supply business, operated under the name “GC Supply,” which provides turnkey sourcing and stocking services to cultivation, retail and infused products manufacturing facilities.

Our products include building materials, equipment, consumables and compliance packaging.

There are generally multiple suppliers for the products we sell;

however, there are a limited number of manufacturers of certain high-tech cultivation equipment.

NBC provides a competitive advantage as we plan to evaluate and operate licensed cultivation facilities.

Retail (“Retail Segment”)

Through our acquisition of TDM, LLC (“TREES Englewood”) in September 2021 and our acquisition of Trees Portland, LLC (“TREES Portland”) and Trees Waterfront, LLC (“TREES Waterfront”) in December 2021, we operate a retail dispensary store in Englewood, Colorado, and two retail stores in Portland, Oregon.

Cultivation (“Cultivation Segment”)

Through our acquisition of SevenFive Farm ("SevenFive") in May 2020, we operate a licensed light deprivation greenhouse cultivation facility.

During 2020, 28% of SevenFive Farm’s revenue was from two customers.

Capital Investments and Real Estate (“Investments Segment”)

We may provide debt or equity capital to cannabis businesses through investing in businesses using cash or shares of our common stock.

During 2021 and 2020, 31% and 28%, respectively, of SevenFive Farm’s revenue was from two customers.

Competitive Strengths

We believe we possess certain competitive strengths and advantages in the industries in which we operate:

Cultivation Expertise.

NBC has designed and operated cultivation facilities across the country.

As we execute on our rollup strategy, this expertise enables us to evaluate, acquire and operate these facilities efficiently.

Range of Services.

We are able to leverage our breadth of services and resources to deliver comprehensive, integrated solutions to companies in the cannabis industry—from operational and compliance, to products and services.

Our management teams have extensive experience with a proven track record of success in developing, launching, and managing grow operations and retail dispensaries.

Strategic Alliances.

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Our strategy is to pursue alliances with potential targets that have the ability to generate positive cash flow, effectively meet customer needs, and supply desirable products, services or technologies, among other considerations.

We anticipate that strategic alliances will play a significant role as more states pass legislation permitting the cultivation and sale of hemp and cannabis.

Regulatory Compliance.

The state and local laws regulating the cannabis industry change at a rapid pace.

We have resources committed to ensure our operations are in compliance with all state and local laws, policies, guidance and regulations to which we are subject.

We apply this compliance knowledge to our customers in order to ensure that they, too, are in full compliance.

We have resources committed to ensure our operations comply with all state and local laws, policies, guidance, and regulations to which we are subject.

We apply this compliance knowledge to our customers to ensure that they, too, are in full compliance.

Industry Knowledge.

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This allows us to provide integrated solutions to our customers, as well as sell additional goods and services to customers of a single segment.

There is no aspect of our business, however, that is protected by patents or copyrights.

Operations Consulting and Products.

There are a limited number of competitors that provide the full range of services that NBC delivers.

However, each individual service we provide has competition from experts in individual, specific fields.

For example, attorneys may assist with license procurement and compliance.

There are numerous firms that specialize in traditional greenhouse and cultivation consulting, as well as companies that provide operations services.

As the cannabis industry grows, these competitors may develop further expertise and expand their focus on the cannabis industry.

However, there is no aspect of our business that is protected by patents or copyrights.

We will compete with a variety of different operators across the states in which we operate.

In most of such states, there are specific license caps that create high barriers to entry.

However, in some markets, such as Colorado, there are few caps on licenses creating a more open marketplace.

The Colorado cultivation market is highly fragmented.

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We believe that there is a significant opportunity to identify and acquire additional cultivation assets, which will ultimately supply our own proprietary brands and retail locations.

Capital Investments and Real Estate.

Because cannabis is still illegal at the federal level, many banks and traditional financial institutions refuse to provide financial services to cannabis-related business.

With the growth of the cannabis industry, however, there has been growth in alternative financing and banking resources.

Many of these alternative sources have more capital and resources than we have.

Government and Industry Regulation

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Department of Justice (the “DOJ”) describes Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA in Colorado with respect to state-regulated cannabis activities in Colorado and other states, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

In light of the conflict between federal laws and state laws regarding cannabis, the administration under President Obama had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis.

Considering the conflict between federal laws and state laws regarding cannabis, the administration under President Obama had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis.

For example, the prior DOJ Deputy Attorney General of the Obama administration, James M.

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In addition, the Financial Crimes Enforcement Network (“FinCEN”) provided guidelines (the “FinCEN Guidelines”) on February 14, 2014, regarding how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations (see “-- FinCEN”).

The policies of the Obama administration concerning federal law enforcement regarding cannabis, notwithstanding the rescission of the Cole Memo (see below), were continued during the Trump administration and we expect them to be continued during the Biden administration.

The policies of the Obama administration concerning federal law enforcement regarding cannabis, notwithstanding the rescission of the Cole Memo (see below), continued during the Trump administration and we expect them to be continued during the Biden administration.

Congress previously enacted an omnibus spending bill that included a provision (the “Rohrabacher-Blumenauer Amendment”) prohibiting the DOJ from using funds to prevent states with medical cannabis laws from implementing such laws.

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McIntosh that the Rohrabacher-Blumenauer Amendment bars the DOJ from spending funds on the prosecution of conduct that is allowed by state medical cannabis laws, provided that such conduct is in strict compliance with applicable state law.

In March 2015, bipartisan legislation titled the Compassionate Access, Research Expansion, and Respect States Act (the “CARERS Act”) was introduced, proposing to allow states to regulate the medical use of cannabis by changing applicable federal law, including by reclassifying cannabis under the Controlled Substances Act to a Schedule II controlled substance and thereby changing the plant from a federally-criminalized substance to one that has recognized medical uses.

the plant from a federally-criminalized substance to one that has recognized medical uses.

More recently, the Respect State Marijuana Laws Act of 2017 has been introduced in the U.S.

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Attorney Bob Troy for the District of Colorado, the state in which our principal business operations are presently located, issued a statement on January 4, 2018, stating that the United States Attorney’s Office in Colorado is already guided by the well-established principles referenced in the Sessions Memo, “focusing in particular on identifying and prosecuting those who create the greatest safety threats to our communities around the state.

We will, consistent with the Attorney General’s latest guidance, continue to take this approach in all of our work with our law enforcement partners throughout Colorado.”

We will, consistent with the Attorney General’s latest guidance, continue to take this approach in all our work with our law enforcement partners throughout Colorado.”

It is unclear at this time whether the Sessions Memo will be rescinded by the Biden administration;

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Recent legislative proposals have been introduced:

● Marijuana Opportunity Reinvestment & Expungement Act (MORE Act).

Reintroduced in 2021, the MORE Act aims to end criminalization of cannabis related past criminal penalties and convictions, and provide criminal justice reform, social justice, and economic development for those affected by the ‘war on drugs.’ The MORE Act would also tax cannabis products starting at 5% to 8% (increasing by 1% over five years).

● States Reform Act.

This also seeks to decriminalize cannabis and provide retroactive expungement for non-violent federal cannabis offenses (except for persons involved in a drug cartel).

● Sensible Enforcement of Cannabis Act .

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● revenue from the sale of cannabis from going to criminal enterprises, gangs, and cartels;

● the diversion of cannabis from states where it is legal under state law in some form to other states;

● the diversion of cannabis from states where it is legal under state law to other states;

● state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

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● a person subject to supervision by any state or federal bank supervisory authority.

In general, the decision to open, close, or refuse any particular account or relationship should be made by each financial institution based on a number of factors specific to that institution.

In general, the decision to open, close, or refuse any particular account or relationship should be made by each financial institution based on several factors specific to that institution.

These factors may include its particular business objectives, an evaluation of the risks associated with offering a particular product or service, and its capacity to manage those risks effectively.

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Local laws at the county and municipal level add an additional layer of complexity to legalized cannabis.

Despite a state’s adoption of legislation legalizing cannabis, counties and municipalities within the state may have the ability to otherwise restrict cannabis activities, including but not limited to cultivation, retail, distribution, manufacturing or consumption.

Despite a state’s adoption of legislation legalizing cannabis, counties and municipalities within the state may have the ability to

otherwise restrict cannabis activities, including but not limited to cultivation, retail, distribution, manufacturing or consumption.

Zoning sets forth the approved use of land in any given city, county, or municipality.

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We also provide retirement programs, life insurance, family assistance, short-term disability and paid vacation and sick time.

As a people-first company rooted in values, our purpose of cultivating an inclusive environment means hiring world-class individuals dedicated to fostering a culture that champions diversity, ensures equity, and celebrates inclusion.

As a people-first company, our values help us achieve our purpose of cultivating an inclusive environment by hiring world-class individuals dedicated to fostering a culture that champions diversity, ensures equity, and celebrates inclusion.

We provide opportunities for our employees to drive our strategy by creating programs that raise awareness, allowing courageous conversations and a more inclusive culture.

Corporate Contact Information

Our principal executive offices are located at 6565 E.

Evans Avenue, Denver, Colorado 80224;

Our principal executive offices are located at 1901 S Navajo Street, Denver, Colorado 80223;

Telephone No.:

(303) 759-1300.

Our website is http://www.generalcann.com .

Our website is http://www.treescann.com .

The content on our website is available for informational purposes only.

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Available Information

We maintain a website at www.generalcann.com and make available, free of charge, on our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including any amendments thereto), registration statements and other information filed with, or furnished to, the SEC, as soon as reasonably practicable after such documents are so filed or furnished, as well as our Code of Ethics.

We maintain a website at www.treescann.com and make available, free of charge, on our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including any amendments thereto), registration statements and other information filed with, or furnished to, the SEC, as soon as reasonably practicable after such documents are so filed or furnished, as well as our Code of Ethics.

Any materials we file with the SEC, including our annual reports, quarterly reports, current reports, proxy statements, information statements and other information, are also available at the SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov .

Information about our Executive Officers

Our executive officers, with their ages and the offices held as of March 31, 2021, are as follows:

Chief Executive Officer and Director

Chief Financial Officer

Steve Gutterman was appointed a director and as our Chief Executive Officer on December 13, 2019.

Gutterman is a member of the Corporate Governance and Nominating Committee.

Gutterman has more than two decades of experience leading high growth businesses in highly regulated industries.

Most recently, Mr.

Gutterman served as President of Harvest Health & Recreation, one of the largest cannabis multi-state operators in the US, where he led the company’s public offering and led its global operations.

Prior to that, he served as Chief Executive Officer of market research company Mobile Accord and before that as Executive Vice President and Chief Operating Officer of E*TRADE Bank, a $35 billion federally regulated thrift.

Gutterman holds a JD/MBA from Columbia University and BA Cum Laude in Political Science from Tufts University.

Diane Jones was appointed our Chief Financial Officer and Principal Financial Officer and Principal Accounting Officer on September 13, 2020.

Prior to her appointment, since 2015 Ms.

Jones owned her own consulting firm, where she provided accounting and finance consulting services to numerous public and private companies.

While consulting, Ms.

Jones was responsible for her clients’ accounting and valuation for business mergers, acquisitions and divestitures, Securities and Exchange Commission filings, technical accounting and process improvements.

Jones served as Senior Director of Shared Financial Services of Arrow Electronics, Inc.

from 2010 to 2013 and as Worldwide Controller of Arrow Electronics Computing Solutions, a division of Arrow Electronics, Inc., from 2008 to 2009, where she was responsible for back office accounting operations, acquisition integration, and oversight of accounting functions.

Prior to that, Ms.

Jones served as Assistant Corporate Controller of Ball Corporation, a public packaging company, where she was responsible for SEC filings, Sarbanes-Oxley compliance, management reporting and oversight of all accounting functions.

Jones also has eight years of experience as an auditor with big four audit firms as a senior manager, serving both public and private companies.

She is a licensed certified public accountant in the state of Colorado and holds a BBA degree in marketing from Texas A&M University and an MBA with an emphasis in accounting from the University of Houston.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business