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The Greater Cannabis Company, Inc.
THE GREATER CANNABIS COMPANY, INC.
244 2ND AVE N #9
ST PETERSBURG, FL 33701
The Greater Cannabis Company is a holding corp whose investment strategy is centered around the cannabis sector through direct investments, acquisitions, joint ventures and e-commerce.
The Greater Cannabis Company Inc.
July 10, 2018 - SEC Edgar Search GCAN EFFECTIVE
July 9, 2018 - GCAN ADDED and to be TRADING THIS WEEK
FINRA DAILY LIST
| ||Current Value |
|Daily List Date/Time ||07/09/2018 12:02:54 |
|Event Type ||Addition |
|Effective/Ex Date/Time ||07/09/2018 00:00:00 |
|Issue Type || |
|Symbol ||GCAN |
|Issue Name ||Greater Cannabis Co Inc Common Stock |
|Class || |
|ADR Ratio || |
|Maturity Date || |
|Market Category ||Other OTC |
|Offering Type ||No Restrictions |
|OATS Reportable (Rptbl) Flag ||Yes |
|Unit of Trade ||100 |
|Reg Fee Flag ||Yes |
|Daily List Comment || |
|Current report, items 1.01, 3.02, and 9.01 |
Acc-no: 0001493152-17-010739 (34 Act) Size: 575 KB
|2017-09-19 ||333-218854 |
September 5, 2017 - OTC MARKETS GREATER CANNABIS COMPANY (GCAN) S1 DECLARED EFFECTIVE
8.01 Other Events
On August 31,2017, the Securities and E xchange Commission declared The Greater Cannabis Company, Inc.'s (the "Company") Registration Statement on Form S1 Effective. The Company has filed its Form 211 with the Financial Industry Regulatory Authority and awaits the Company's trading symbol and initial trading date.
IRS No.: 300842570 | State of Incorp.: FL | Fiscal Year End: 1231
Type: EFFECT | Act: 33 | File No.: 333-218854 | Film No.: 171064414
SIC: 5961 Retail-Catalog & Mail-Order Houses
Assistant Director 2
New Corporation / Subsidiary Formed July 20, 2017
Florida Limited Liability Company
GCC INVESTMENT HOLDINGS LLC
Document NumberL17000156074 FEI/EIN NumberNONE Date Filed07/20/2017 StateFL StatusACTIVE
244 2ND AVE N
ST. PETERSBURG, FL 33701
244 2ND AVE N
ST. PETERSBURG, FL 33701
Registered Agent Name & Address THE GREATER CANNABIS COMPANY, INC.
244 2ND AVE N
ST. PETERSBURG, FL 33701
Authorized Person(s) Detail Name & Address
THE GREATER CANNABIS COMPANY, INC.
244 2ND AVE N
ST. PETERSBURG, FL 33701
https://www.sec.gov/Archives/edgar/data/1695473/000147793217003439/gcc_ex1018.htm EX-10.18 4 gcc_ex1018.htm CONVERTIBLE PROMISSORY NOTE AND WARRANT COVERAGE EXHIBIT 10.18 CONVERTIBLE PROMISSORY NOTE AND WARRANT FOR U.S. INVESTORS: NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (2) IN ACCORDANCE WITH RULE 144, RULE 145 OR RULE 144A UNDER THE SECURITIES ACT, IF APPLICABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (3) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. FOR FLORDIA INVESTORS: THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN MAY ONLY BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER THE APPLICABLE PROVISIONS OF SAID ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA MADE PURSUANT TO THIS SECTION IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE TO THE EXTENT SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11)(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS PLACEMENT MEMORANDUM. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. FOR CANADIAN INVESTORS: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (i) NOVEMBER 18, 2017, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA, NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OF THE PROVINCES OF CANADA AND NO PROSPECTUS RELATING TO SUCH SECURITIES HAVE BEEN FILED IN ANY JURISDICTION.
XERAFLOP TECHNOLOGIES INC.
CONVERTIBLE PROMISSORY NOTE
|USD$100,000 ||JULY 17, 2017 |
For value received, XeraFlop Technologies Inc., a British Columbia corporation (the "Company"), promises to pay to the undersigned (the "Holder"), the principal sum set out above (the “Principal”).
Interest shall accrue from the date of July 17, 2017 on the unpaid Principal amount at a rate equal to 12%, (“Interest”). Subject to Section 2, the Principal and any accrued but unpaid interest under this Note shall be due and payable upon demand by the Holder at any time after June, 30, 2018 (the "Maturity Date"); provided, however, that in the event that, prior to the Maturity Date, the Company consummates any merger, consolidation, sale of all or substantially all of the property or stock, liquidation or other reorganization of the Company, as a result of which the stockholders of the Company receive cash, stock or other property in exchange for their shares of capital stock and the holders of the Company’s voting equity securities immediately prior to such consummation together own less than a majority interest of the voting equity securities of the successor corporation following such change of control transaction (a “Change of Control Transaction”), then (i) an amount equal to the outstanding Principal amount and any accrued but unpaid Interest under this Note shall be due and payable on the closing date of such Change of Control Transaction and (ii) this Note shall terminate immediately upon payment of such Principal and accrued interest.
|2. ||Conversion and Early Repayment |
| ||(a) ||Conversion by the Holder |
On the Maturity Date, unless repaid as described below, the Holder may convert the entire Principal together with accured Interest into Series 2 Common Shares of the Company by providing the Company with written notice that the Holder wishes to convert this Note (the “Conversion Notice”). On the date on which the Conversion Notice is received by the Company (the “Conversion Date”), the Principal and accrued Interest shall be converted into that number of Series 2 Common Shares of the Company (the “Conversion Shares”) at a price per share equal to the most recent round price in which the Company sold an aggregate of at least $10,000,000 in equity. The Holder shall be deemed to be the holder of the Conversion Shares as of the Conversion Date. As soon as practicable after the Holder surrenders this Note to the Company for conversion into Conversion Shares, the Company shall issue and deliver to the Holder the Conversion Shares.
| ||(i) ||The Holder has the option to demand repayment of the Principal plus a Redemption Premium in the amount of 20% of the Principal less any accrued but unpaid Interest (the “Redemption Premium”), within five (5) days following the date of completion of the Next Equity Financing by providing the Company with written notice (the “Repayment Notice”) that the Holder wishes to elect to have the Principal plus the Redemption Premium repaid prior to the Due Date. |
| || || |
| ||(ii) ||The Company has the option to repay the Principal plus a Redemption Premium in the amount of 20% of the Principal less any accrued but unpaid Interest (the “Redemption Premium”), within five (5) days following the date of completion of the Next Equity Financing by providing the Holder with written notice (the “Repayment Notice”) that the Company wishes to elect to repay the Principal plus Redemption Premium repaid prior to the Due Date. |
| || || |
| ||(iii) ||Upon receipt of the Repayment Notice, the Company shall repay to the Holder, within fifteen (15) days of receiving the Repayment Notice, the amount owing under this Note to the Holder. Upon repayment, the Holder shall surrender the Note to the Company. “Next Equity Financing” means the completion of the sale of shares of the Company's equity securities (the "Equity Securities") issued and sold in a private equity financing yielding aggregate proceeds to the Company of at least USD$10,000,000 (including conversion of this Note and all other promissory notes issued as part of this financing) (the "Next Equity Financing"). |
| ||(c) ||Mechanics and Effect of Conversion |
No fractional shares of the Company's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted Principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at the address of the Holder most recently furnished in writing to the Company, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a cheque payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the Principal amount and accrued Interest being converted including without limitation the obligation to pay such portion of the Principal amount and accrued Interest.
All payments shall be made in lawful money of US Dollars at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued Interest then due and payable and the remainder applied to Principal.
The Company also grants the Holder the right (the “Warrants”), subject to the terms set forth below, to purchase from the Company, at any time on or before the Expiration Date (as defined below), 20% warrant coverage, based on the principal investment totaling $100,000 USD, with a strike price equivelant to the equity round financing. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) the date seven (7) years after the date of issuance of this Warrant, (b) the closing of a Change of Control Transaction or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under applicable Securities legislation. Next Equity Financing means the completion of the sale of shares of the Company's equity securities (the "Equity Securities") issued and sold in a private equity financing yielding aggregate proceeds to the Company of at least USD$10,000,000 (including conversion of this Note) (the "Next Equity Financing"). The Holder will be able to retain the Warrrants even if it has exercised the repayment or redemption options set out above.
These Warrants may be exercised by the Holder, in whole or in part, by delivering to the Company at the principal office of the Company, or at such other office or agency as the Company may designate: (a) this Note; (b) a written notice of exercise and (c) cash, check, wire transfer, or cancelled promissory notes or other instruments representing indebtedness of the Company to the Holder in an amount equal to (i) the Per Share Price multiplied by (ii) the number of common shares purchased upon such exercise of the Warrants.
|6. ||Transfer; Successors and Assigns |
The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates, and, in any event, in compliance with applicable securities laws. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same Principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and Principal are payable only to the registered holder of this Note.
|7. ||Stockholders, Officers and Directors |
In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.
Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service or forty-eight (48) hours after being deposited in the mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.
|9. ||Amendments and Waivers |
Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Company, the Holder and each transferee of the Note.
This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Province of British Columbia, without giving effect to principles of conflicts of law.
[Signature page follows]
|XERAFLOP TECHNOLOGIES INC. || |
| || || |
|Per: ||/s/ David Edmunds || |
| ||David Edmunds, CFO || |
| || || |
|AGREED AND ACCEPTED: || |
| || || |
| ||/s/ Wayne Anderson || |
| ||Wayne Anderson, President || |
| || || |
|The Greater Cannabis Company, Inc. |
244 2nd Avenue N., Suite 9
St. Petersburg, FL 33701
| | (727) 482-1505 TELEPHONE email@example.com EMAIL http://greatercannabiscompany.com/budbank-2/ Direct Investments The Company may, at its election, directly invest in private entities within the cannabis sector either through stock purchase agreements, debentures, joint ventures or a hybrid of each. The Company’s planned investments will focus on those entities whose near-term goals are to maximum shareholder value through the filing of an initial public offering or a corporate event that takes the entity from private to public. On July 17, 2017, the Company entered into a Convertible Promissory Note and Warrant and Subscription Agreement with Xeraflop Technologies, Inc. (“Xeraflop”). Under the terms of the Agreement, the Company is to invest a total of One Hundred Thousand and NO/100 Dollars ($100,000) upon a successful going public event. The Note accrues interest at 12% annually and matures on June 30, 2018. At the Company’s election, the principal and interest can be converted into Series 2 common shares of Xeraflop with written notice. The Company is also granted the right to purchase 20% warrant coverage based on the Company’s principal investment with a strike price equivelant to the equity round financing. The Company’s investment in Xeraflop is dependent on the Company obtaining an effective Registration Statement and successful 15C211 filing prior to the Closing of the financing round by Xeraflop. In the event neither of these events occur, the Company will not be able to participate in this round of financing with Xeraflop. June 21, 2017 – BUD BANK INC Conversion Incorporation 6/21/2017 - BUD BANK INC Reinstated CONVERSION Incorporated http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=BUDBANK%20P170000542280&aggregateId=domp-p17000054228-97957bc7-9e53-4069-8822-d3573f9a9ffb&searchTerm=budbank&listNameOrder=BUDBANK%20L140001086200
Florida Profit Corporation BUD BANK, INC.
NONE Date Filed
Last Event CONVERSION
Event Date Filed 06/21/2017
Event Effective Date
244 2ND AVE N #9
ST PETERSBURG, FL 33701
244 2ND AVE N #9
ST PETERSBURG, FL 33701
Registered Agent Name & Address THE GREATER CANNABIS COMPANY, INC
244 2ND AVE N #9
ST PETERSBURG, FL 33701
Officer/Director Detail NONE June 21, 2017 – S1 Registration Filed with SEC http://greatercannabiscompany.com/wp-content/uploads/2017/06/The-Great-Cannibas-Company-S-1-FINAL-6-20-17-.pdf June 19, 2017 – UNGS BUD BANK REINSTATEMENT BUD BANK, LLC Filing Information Document Number L14000108620 FEI/EIN Number 36-4794890 Date Filed 07/07/2014 Effective Date 07/02/2014 StateFL StatusACTIVE Last Event REINSTATEMENT Event Date Filed06/19/2017 June 17, 2017 – GCCsuperstore goes live On June 17, 2017, The Greater Cannabis Company Superstore, aka GCCsuperstore.com went live April 17, 2017 -UNGS SupplementalGCC Delivery of shares http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=169737
All shares of common stock of The Greater Cannabis Company, Inc. (the “shares”) to be issued to shareholders of Sylios Corp, as per the terms of the announced spin-off, were issued to all certificated shareholders on the Payment Date, March 10, 2017. The total number of common shares issued as per the terms of the stock dividend totaled 26,905,818. Of the shares issued, 21,527,342 were issued to Sylios Corp shareholders while 5,378,476 shares were issued to the former parent company, Sylios Corp.
The Company has received several inquiries regarding shares issued to the brokerage firm E*trade Financial (the “brokerage firm”) and the posting of shares to accounts held at the brokerage firm. The Company has been in touch with the brokerage firm and Broadridge on multiple occasions to assist in the location and delivery of all shares due the brokerage firm.
The Company would like to reassure its shareholders that it has in no way “held-back” shares due to the brokerage firm. Shares of Sylios Corp purchased through the brokerage firm are on deposit at multiple separate broker dealers, which has led to the delay in reporting the stock dividend in clients’ accounts. When additional information is provided to the Company, it will
pass this along to shareholders. The Greater Cannabis Company, Inc.
April 4, 2017 – Supplemental GCC Superstore Opening http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=168835 Item 8.1 Other Events The company’s GCC Superstore order and payment integration glitch has been remedied through the introduction of new software and a reporting patch. The company will begin testing the online store this week in preparation for its grand opening.The company is confident the opening will occur ahead of the upcoming 420 Day. __________________________________________________________
|Mar 31, 2017 ||Supplemental Information - Issuer Information and Disclosure Statement December 31, 2016 ||Dec 31, 2016 ||Active |
|Mar 31, 2017 ||Annual Report - Annual Report 2016- Unaudited ||Dec 31, 2016 || | The Company has delayed opening the GCC Superstore, LLC while its software developer, webmaster and largest product supplier remedy order integration. The GCC Superstore will go live immediately once this issue is resolved. At present, the GCC Superstore will carry over 500 products from more than 50 leading brands in the cannabis and hemp sector. March 8, 2017 UNGS Supplemental FINRA Dividend Approval http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=167447
In January 18, 2017, Sylios Corp (“Sylios”) filed a corporate action with the Financial Industry Regulatory Authority (“FINRA”) to effect a partial spin-off of its wholly owned subsidiary, The Greater Cannabis Company, Inc., through a stock dividend.
On March 7, 2017, Sylios received notification from FINRA that they had received the necessary documentation to process the corporate action requested by Sylios and its transfer agent, Pacific Stock Transfer. March 7, 2017: FINRA APPROVAL FOR DIVIDENDS GREATER CANNABIS COMPANY http://otce.finra.org/DailyList USED THE DATE ABOVE TO FIND IT
|Date/Time ||Event Type ||Eff/Ex Date/Time ||Symbol ||Issue Name ||Market |
|03/07/2017 16:26:34 ||Spin-Off || ||UNGS ||Sylios Corp. Common Stock ||Other OTC |
Shareholders of UNGS will receive 1 share of The Greater Cannabis Company, Inc. common stock for every 500 shares of UNGS held. Fractional shares will be rounded up to the next whole share. Will not be quoted ex.
| ||Previous Value ||Current Value |
|Symbol ||UNGS ||UNGS |
|Issue Name ||Sylios Corp. Common Stock ||Sylios Corp. Common Stock |
|Class || || |
|Financial Status Indicator || || |
|Market Category ||Other OTC ||Other OTC |
| ||Current Value |
|Daily List Date/Time ||03/07/2017 16:26:34 |
|Event Type ||Spin-Off |
|Daily List Event Code ||DA |
|Effective/Ex Date/Time || |
|Subject to Corporate Action ||CD |
|Offering Type ||No Restrictions |
|Forward Split Ratio || |
|Reverse Split Ratio || |
|Dividend Type ||Spin-Off |
|Percentage ||0 |
|Cash Amount ||0 |
|Declaration Date || |
|Record Date ||02/03/2017 00:00:00 |
|Payment Date ||03/10/2017 00:00:00 |
|Payment Method || |
|Qualified Dividend Code || |
|Record ID ||40104561 |
|Daily List Comment ||Shareholders of UNGS will receive 1 share of The Greater Cannabis Company, Inc. common stock for every 500 shares of UNGS held. Fractional shares will be rounded up to the next whole share. Will not be quoted ex. |
March 6, 2017 Greater Cannabis Company Inc. Supplemental
CONSULTANTS FOR GROW FACILATIES
| Item 1.01 ||Entry into a Material Definitive Agreement |
On March 5, 2017, The Greater Cannabis Company, Inc. retained the services of two consultants to further expand its operations. The Consultants are being retained to identify currently operational businesses which specialize in “Grow facilities” and “Delivery” and are available for acquisition.
As of the date of this filing, the Company has identified three (3) Grow facilities for which it is completing further due diligence for a proposed transaction.
Friday, February 24, 2017 -
The Greater Cannabis Company to Launch the GCC Superstore on St. Patrick's Day with in Excess of 150 SKUs
Update on The Greater Cannabis Company, Inc. Spin-Off
ST. PETERSBURG, FL / ACCESSWIRE / February 24, 2017 / Sylios Corp (OTC PINK: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments, is pleased to inform shareholders that The Greater Cannabis Company, Inc. will launch its GCC Superstore on St. Patrick's Day.
The GCC Superstore, a wholly owned subsidiary of The Greater Cannabis Company, Inc., will open its e-commerce store focused on cannabis related merchandise on March 17, 2017, St. Patrick's Day. Product categories will include Vaporizers, E-Liquids, Hand Pipes, Water Pipes, Grinders, Hemp related products, CBD (Cannabidiol) oils, vapes, drinks, and dispensing kiosks, just to name a few. The GCC Superstore will open with in excess of 150 SKUs, and will continue to add new categories and products during its expansion.
The Company is currently working with its transfer Agent, Pacific Stock Transfer, and the Financial Industry Regulatory Authority ("FINRA") to facilitate the spin-off of The Greater Cannabis Company, Inc. to shareholders of record as of the Record Date, February 3, 2017. All shares due to shareholders will be delivered directly to the certificated holder, whether it be the shareholder or the broker dealer.
The S-1 Registration Statement for The Greater Cannabis Company, Inc. is being finalized and will be filed with the Securities and Exchange Commission ("SEC") upon notification from FINRA. During the registration process with the SEC and FINRA, the Company will submit a short list of trading symbols for The Greater Cannabis Company, Inc. Once the Company is notified of the approved symbol, it will inform shareholders.
The Company will inform shareholders of additional operational activities for The Greater Cannabis Company, Inc. in the very near future.
Wayne Anderson, President of Sylios Corp, stated, "I appreciate the patience our shareholders have shown during this spin-off of The Greater Cannabis Company. They have waited a long time for this aspect of our business plan to come to fruition." He added, "In addition to the upcoming GCC Superstore launch, we are working diligently to bring in additional cannabis related businesses under The Greater Cannabis Company umbrella."
About Sylios Corp
Sylios Corp, based in St. Petersburg, FL, is a holding corporation with operations engaged in the exploration and development of oil and natural gas properties, holdings in equities, alternative investments, corporate debt and site-specific real estate development. www.sylios.com
About The Greater Cannabis Company, Inc.
Formed in March 2014, The Greater Cannabis Company, Inc. is a holding corporation that invests directly and indirectly in businesses that cater to the cannabis industry. The Company will look to represent a line of premier products through licensing agreements, product development, acquisitions and joint ventures. www.greatercannabiscompany.com
Friday, January 6, 2017 - Sylios Website Updated with Divy Questions and Answers
On December 28, 2016, Sylios Corp announced that its wholly owned subsidiary, The Greater Cannabis Company, Inc. (“GCC”) (f/k/a The Greater Cannabis Company, LLC), would be spun off to shareholders of its common stock. To help guide you through this process and answer questions that you may have, please review the following information.
Record Date-February 3, 2017
Ex-Dividend Date- February 1, 2017
Payment Date- February 13, 2017
Who gets shares of GCC?
Holders of Sylios Corp common stock, (OTC Pink: UNGS), as of the close of business January 31, 2017.
If I buy shares of Sylios Corp on February 1, 2017 or after will I receive shares of GCC?
How many shares will I receive?
You will receive 1 share of common stock of GCC for every 500 shares of common stock you own of UNGS.
What happens if I do not own 500 shares exactly?
In lieu of issuing fractional shares in connection with the stock dividend, the company will round fractional shares up to the next whole share.
Do I need to contact my broker about the stock dividend?
No. On the Payment Date, GCC’s transfer agent will send out the newly issued shares of GCC common stock to those Broker-Dealers and individuals holding certificates (“certificated shares”). Pacific Stock Transfer will act as GCC’s transfer agent.
Once I receive my shares, can I sell them immediately?
No. GCC is filing an initial Registration Statement (“S-1”) with the Securities and Exchange Commission (“SEC”) to register the shares being issued as per the stock dividend. Once the S-1 is deemed effective by the SEC, shareholders of GCC may sell those shares which were registered.
Is there any cost to me to register my shares of GCC?
Is there a stock symbol for GCC?
During the registration process, the Company will file an application with the Financial Industry Regulatory Authority ("FINRA") for its trading symbol as well as an application with Cusip for its cusip number. Once both are received, the Company will update shareholders.
If I have any questions, who may I contact?
Please contact the Company at firstname.lastname@example.org.
Friday, January 6, 2017 - Sylios Corp Announces Record Date for
Spin-Off of The Greater Cannabis Company, LLC
ST. PETERSBURG, FL / ACCESSWIRE / January 6, 2017 / Sylios Corp (OTC PINK: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments is pleased to update shareholders of important dates pertaining to the spin-off of the Company's wholly owned subsidiary, The Greater Cannabis Company, LLC.
On December 28, 2016, Sylios Corp announced that it would spin-off 80.01% of its wholly owned subsidiary, The Greater Cannabis Company, LLC through a pro rata stock distribution to holders of its common stock. Prior to the spin-off, the Company will file a Notice of Conversion with the State of Florida to effectively converting the subsidiary from a limited liability company to a Florida for profit corporation and change the Company's name to The Greater Cannabis Company, Inc. (the new "GCC"). In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for Common stock and 10 million shares for Preferred stock.
The Record date for the stock dividend is set at February 3, 2017 with the Ex-Dividend date at February 1, 2017. The stock dividend will be payable February 13, 2017 to shareholders. In order for shareholders to receive the stock dividend, they must own shares of Sylios Corp prior to the Ex-Dividend date. Sylios Corp's common stock will begin trading ex-dividend at the open on February 1, 2017.
Shareholders of Sylios Corp entitled to receive the dividend will receive 1 share of GCC common stock for every 500 shares of Sylios Corp common stock owned. In lieu of issuing fractional shares in connection with the stock dividend, the company will round fractional shares up to the next whole share.
The Company's transfer agent, Pacific Stock Transfer, will distribute shares of GCC on the payment date to certificated shareholders. Shareholders are not required to submit any information to the Company's transfer agent to receive the newly issued GCC shares of common stock. Pacific Stock Transfer will also act as the transfer agent for GCC.
Shareholders should direct any questions pertaining to the stock dividend to email@example.com. The Company has established an information page, http://www.sylios.com/stockdividend, with details on the transaction.
TUESDAY, January 3, 2017 - Current with the State of Florida
Wednesday, December 28, 2016: BIG NEWS
Sylios Corp to Spin-Off its Wholly Owned Subsidiary, The Greater Cannabis Company, LLC, to Shareholders
On December 16, 2016, the Company's Board of Directors approved a corporate action to file a Notice of Conversion with the State of Florida for its subsidiary, The Greater Cannabis Company, LLC, which will convert the subsidiary from a limited liability company to a for profit corporation. The Subsidiary's name will change to The Greater Cannabis Company, Inc. ("GCC"). In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for Common stock and 10 million shares for Preferred stock.
Shareholders of Sylios Corp, as of the close of business on January 20, 2017 (the "Record Date"), will receive 1 share of GCC common stock for every 500 shares of Sylios Corp common stock owned. The transaction will be treated as a stock dividend. The Company currently anticipates an Ex-Dividend Date (Ex-Date) of February 10, 2017. Both dates are subject to change. The Company will release information the first week of January 2017 with definitive dates and further information.
After the spin-off, the Company will retain a 19.99% interest in GCC, with 80.01% of the common shares of GCC distributed to Sylios common shareholders. The total number of common shares of GCC post spin-off will be approximately 27.5 million. The Company will release additional instructions prior to the Record Date.
GCC will undergo a two-year audit during the month of January and then file its initial registration statement with the Securities and Exchange Commission to be a fully reporting company. The Company plans on listing GCC on the OTCMarkets OTCQB market place. The Company anticipates shares of GCC to begin trading as a standalone entity during the 1st Quarter of 2017. A new corporate website for GCC will go "live" prior to the Record Date.
Post-split, GCC intends on filing a Registration Rights offering for its existing shareholders. The offering will give each shareholder the right to purchase additional units in GCC for a defined period of time. Shareholders will have the right to purchase additional units of GCC at a fixed price of $.25/unit for a total equity raise of $500,000.00. In the event the Rights Offering is fully subscribed, GCC will have 29.5 million common shares outstanding with a market capitalization of $7.4 million. The Company plans to use the proceeds from the rights offering to provide equity capital to support the continuing execution of the Company's growth strategy plans, acquisitions and general business development.
December 22, 2016: Greater Cannabis Company Twitter Page found by poster: Secret Service
December 16, 2016: OTC Markets Supplemental Information Posted
Item 5.03. Amendments to Articles of Organization or Bylaws; Change in Fiscal Year. On December 14, 2016, Sylios Corp (the “Company”) filed a Current Report with OTC Markets stating that it would file an Amended and Restated Articles of Incorporation for its wholly owned subsidiary, The Greater Cannabis Company, LLC (the “Subsidiary”). The Board of Directors voted on December 16, 2016 to forgo this corporate action and has elected to file a Notice of Conversion for the Subsidiary.
The Company will file a Notice of Conversion for the Subsidiary, which will convert the Subsidiary from a limited liability company to a for profit corporation. The Subsidiary’s name will change to The Greater Cannabis Company, Inc. In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for common stock and 10 million shares for Preferred stock.
The corporate action of the Subsidiary is being implemented for the purpose of business expansion through acquisitions, joint ventures, licensing agreements and for a proposed going public transaction.
December 14, 2016: OTC Markets Supplemental Information Posted
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 13, 2016, the Board of Directors of the Company’s wholly owned subsidiary, The Greater Cannabis Company, LLC (the “Subsidiary”), voted and approved a corporate act to file an Amended and Restated Articles of Incorporation for the Subsidiary.
The Amended and Restated Articles of Incorporation of the Subsidiary will increase the Authorized common shares to 11 Billion. The corporate action of the Subsidiary is being implemented for the purpose of business expansion through acquisitions, joint ventures, licensing agreements and for a proposed going public transaction.
The increase in Authorized common shares of the Subsidiary will not affect the Authorized common shares of the Company.
December 13, 2016: News Article Mentions GREATER CANNABIS COMPANY
'Cannabis' Commercialization Taking Time; Individuals Can Plant 12 Pots Legally? Taxes On Discussion Table
"In the meantime, The Greater "Cannabis" Company is looking at expanding the investment on medical/ recreational marijuana. The company is currently looking at private companies who may either invest or may go with joint ventures for the expansion."
Monday, December 12, 2016: News Release
ST. PETERSBURG, FL / ACCESSWIRE / December 12, 2016 / Sylios Corp (OTC Pink: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments is pleased to announce that the Company's wholly owned subsidiary, The Greater Cannabis Company, LLC, is actively seeking to expand its holdings in the medical/recreational marijuana sector.
On November 8, 2016, Florida voters passed Amendment 2 (formally known as the Florida Medical Marijuana Legislation Initiative). The amendment passed with a 71 percent approval. The amendment language allows for medical marijuana to be prescribed by doctors to patients of diseases such as HIV, glaucoma, post-traumatic stress disorder, ALS and Chron's disease.
The Company has elected to diversify its investment holdings concentrated around the medical/recreational marijuana sector. The Company is in active discussions with several private companies about either direct investments or joint ventures. Operational activities focus on alternative grow houses, cannabis business incubators and online portals to name a few. These opportunities were brought forward directly from the consulting efforts of the Company's outside consultant retained and announced in early 2016. The Company will update shareholders on the progress of the discussions as events develop.
Wayne Anderson, President of Sylios Corp, noted, "To help gain a better foothold in this new and exciting sector, we felt it was in the Company's best interest to branch out from our lone investment through our licensing agreement. We have had the opportunity to review numerous companies and investment opportunities and see very attractive potential in several. I expect 2017 to be an exciting year for the Company and shareholders as we look to maximize our investment potential through our cannabis subsidiary."
The Company's previously announced "GCC Superstore" will be placed out for bids for development and design.