American Cannabis Company Inc (AMMJ)

[Rogue3]

8K:

Effective November 4, 2024, the Registrant entered into a material definitive agreement not made in the normal course of business. The parties to the agreement are the Registrant and TEC, LLC, a Delaware limited liability company (“TEC”). No material relationship exists between the Registrant and TEC, LLC.

Under this agreement, the Registrant will sell 302,900,458 shares of common stock to TEC, LLC, in exchange for $310,000.

The use of funds condition also mandates that the Registrant make a payment of at least $135,000 toward obligations owed to Medihemp, LLC, SLAM Enterprises, LLC, and Medical Cannabis Caregivers, Inc. These obligations stem from the Registrant’s acquisition of fixed assets and related intellectual property on March 11, 2021, as amended on April 29, 2022, and June 8, 2023. The acquired assets include licenses issued by the Colorado Marijuana Enforcement Division and the City of Colorado Springs for (i) Medical Marijuana Center Licenses, (ii) a Medical Marijuana-Infused Product Manufacturer License, and (iii) a Medical Marijuana Optional Premises Cultivation License.

At the closing of the transaction, Ellis Smith and Hollister & Blacksmith, Inc. will assume, jointly and severally, all outstanding debts of the Registrant and agree to indemnify the Registrant against any known or unknown, fixed or contingent liabilities of any kind arising from the Registrant’s operations up to the closing date. This indemnification covers any claims, obligations, debts, damages, or responsibilities, whether known or unknown.

Ellis Smith will also release the Registrant from any obligations related to two promissory notes issued to him on November 22, 2022, and February 14, 2023, including all principal, interest, and any associated penalties. Smith has personally guaranteed the assumption and responsibility for all assigned liabilities, providing indemnity to the Registrant.

Effective November 11, 2024, the Registrant appointed Joseph Cleghorn, age 64, as a director of the Company, Chairman of the Board of Directors, Chief Executive Officer, and interim Chief Financial Officer.