CANN / Trees Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AMENDED AND RESTATED CONSULTING AGREEMENT

Exhibit 10.8 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (“Agreement”) dated as of June 20, 2025, is entered into by and between TREES Corporation, having an address at 215 Union Boulevard, Suite 415, Lakewood, CO 80228 (the “Company”), and Hershey Management 1, LLC, having an address at 3800 Washington Road, Suite 204, West Palm Beach, FL 33405 (“Consu

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): June 20, 2025 TREES CORPORATION (

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): June 20, 2025 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Number

SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT

Exhibit 10.6 SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT THIS SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 20, 2025, by and between TREES Corporation, a Colorado corporation (the “Company”), and TCM Tactical Opportunities Fund II LP, in its capacity as Lead Investor under that certain Refinancing Agreement of even date herewith, to w

SECOND AMENDMENT TO THE SECURITY AGREEMENT

Exhibit 10.7 SECOND AMENDMENT TO THE SECURITY AGREEMENT THIS SECOND AMENDMENT TO THE SECURITY AGREEMENT (this “Amendment”) is entered into as of June 20, 2025 by and between TREES Corporation, a Colorado corporation (the “Company”), and TCM Tactical Opportunities Fund II LP, in its capacity as Lead Investor under that certain Refinancing Agreement of even date herewith, to which this Amendment is

FIRST SENIORITY SECURED PROMISSORY NOTE

Exhibit 10.2 Principal Amount: $ 6,749,829.00 Issue Date: June 20, 2025 FIRST SENIORITY SECURED PROMISSORY NOTE FOR VALUE RECEIVED, TREES CORPORATION, a Colorado corporation (the “Borrower”), hereby promises to pay to the order of TCM Tactical Opportunities Fund II LP, or its registered assigns (the “Holder”) the principal sum of $6,749,829.00 (SIX MILLION SEVEN HUNDRED AND FORTY NINE THOUSAND EIG

AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE

Exhibit 10.4 Principal Amount: $10,443,223.00 Issue Date: June 20, 2025 AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE FOR VALUE RECEIVED, TREES CORPORATION, a Colorado corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of TCM Tactical Opportunities Fund II LP, or its registered assigns (the “Holder”) the principal sum of $10,443,223.00 (TEN MILLION FOUR HUND

REFINANCING AGREEMENT by and among TREES CORPORATION as the COMPANY, TCM Tactical Opportunities Fund II LP as LEAD INVESTOR, the THIRD-PARTY PURCHASERS identified on the signature page Signing Date: As of June 20, 2025 REFINANCING AGREEMENT

Exhibit 10.1 REFINANCING AGREEMENT by and among TREES CORPORATION as the COMPANY, TCM Tactical Opportunities Fund II LP as LEAD INVESTOR, and the THIRD-PARTY PURCHASERS identified on the signature page Signing Date: As of June 20, 2025 REFINANCING AGREEMENT THIS REFINANCING AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2025 (the “Effective Date”) by and between TREES Corpora

AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE

Exhibit 10.5 Principal Amount: $ Issue Date: June 20, 2025 AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE FOR VALUE RECEIVED, TREES CORPORATION, a Colorado corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of , or its registered assigns (the “Holder”) the principal sum of $ (the “Principal Amount”), along with all Interest due and payable, at maturity or upo

FIRST SENIORITY SECURED PROMISSORY NOTE

Exhibit 10.3 Principal Amount: $ Issue Date: June 20, 2025 FIRST SENIORITY SECURED PROMISSORY NOTE FOR VALUE RECEIVED, TREES CORPORATION, a Colorado corporation (the “Borrower”), hereby promises to pay to the order of , or its registered assigns (the “Holder”) the principal sum of $ (the “Principal Amount”), at maturity or upon Acceleration or otherwise as set forth herein. This First Seniority Se

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 17, 2025 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Numbe

CONFIDENTIAL SETTLEMENT AGREEMENT

Exhibit 10.1 CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement (“Agreement”) is made as of April 17, 2025 (the “Effective Date”) by and between, on the one hand, GT Cultivation LLC (“GT Cultivation”) and Green Tree Colorado, LLC (“Green Tree Colorado”), on behalf each such party and their respective affiliates, parents, subsidiaries, directors, officers, employees and agents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54457 TREES CORPORATION (Exact name of registrant as specified in its ch

AMENDED AND RESTATED COMMERCIAL LEASE

Exhibit 10.2 AMENDED AND RESTATED COMMERCIAL LEASE THIS AMENDED AND RESTATED COMMERCIAL LEASE (the “Agreement” or “Lease”) made as of the 31st day of January, 2025 (the “Execution Date”), but shall become effective as of the date of closing under the “MIPA” defined below (the “Effective Date”), by and between Streamline Management LLC, a(n) Colorado limited liability company (the “Landlord”) and B

MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of January 31, 2025, by and among TREES COLORADO, LLC, a Colorado limited liability company, or its assigns (“Buyer”), BEDDOR CLAUDE LLC D/B/A CHRONIC THERAPY, a Colorado limited liability company (the “Company”), and the individuals set forth on the signature page h

February 1, 2025

Exhibit 10.3 February 1, 2025 VIA EMAIL Mikayla Gilbert [email protected] Dear Mikayla, I am very pleased to offer you the opportunity of Chief Financial Officer of TREES Corp. The following information outlines the terms of the employment offer: Start Date: February 1, 2025 Title: Chief Financial Officer Reporting to: Adam Hershey, Interim CEO Base Salary: $120,000 annually, to be paid bi-we

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 31, 2025 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Num

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 20, 2024 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Nu

ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of November 20, 2024, by and between Broadway Project, Inc, an Oregon corporation, or its designee (“Buyer”), and TREES Oregon, LLC, a Colorado limited liability company (“Seller”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.” Recitals

MODIFICATION OF FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT

Exhibit 10.5 MODIFICATION OF FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT This MODIFICATION OF FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT (this “Modification to Amendment”) is made effective as of November 8, 2024, by and between HEADGATE III, LLC, a Colorado limited liability company (“Landlord”) and Green Man Colorado, LLC, a Colorado limited liability company (“Tenant”) together the (“Parti

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): November 8, 2024 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Num

November 8, 2024

Exhibit 10.3 Trees Corporation 215 Union Boulevard, Suite 415 Lakewood, CO 80228 November 8, 2024 TCM Tactical Opportunities Fund II LP 777 Westchester Avenue, Suite 203 White Plains, NY 10604 Attention: Peter Troob Re: TREES Corporation – Modification to Warrants Dear Mr. Troob: Reference is made to those certain warrants to purchase shares of common stock, par value $0.01 per share (“Common Stoc

SENIOR SECURED PROMISSORY NOTE

Exhibit 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS

SECOND MODIFICATION TO ASSET PURCHASE AGREEMENT

Exhibit 10.4 SECOND MODIFICATION TO ASSET PURCHASE AGREEMENT THIS SECOND MODIFICATION TO ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of November 8, 2024 (“Effective Date”), by and among HEADGATE III, LLC, a Colorado limited liability company, or its assigns (“Headgate”), GREEN MAN COLORADO, LLC, a Colorado limited liability company (“Green Man”) TREES Corporation, a Colorado corp

TREES CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCK

Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024. ☐ Transition report pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TREES CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024. ☐ Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TREES CORPORATION (Ex

Form of Working Capital Note with issue date of June 15, 2024.

Exhibit 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS

Amended and Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024).

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): June 12, 2024 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024. ☐ Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TREES CORPORATION (E

Trees Corporation Insider Trading Policy

Exhibit 19.1 TREES Corporation Insider Trading Policy TREES Corp. has adopted this Insider Trading Policy to provide guidelines to all personnel, including employees, directors and officers of TREES Corp. and its subsidiaries (collectively, the “Company”) with respect to transactions involving the Company's securities and the handling of confidential information about the Company and other compani

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54457 TREES CO

Description of Company’s Common Stock

Exhibit 4.6 TREES CORPORATION DESCRIPTION OF SECURITIES TREES Corporation, a Colorado corporation (referred to as we, us and our), has two classes of securities that are outstanding: common stock, par value $0.001 per share (common stock) and series A convertible preferred stock, no par value (series A preferred stock). The following description of our common stock is a summary and does not purpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54457 TREES CORPORATION (Exact nam

Form of Indemnification Agreement of TREES Corporation dated March 6, 2024.

Exhibit 10.71 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT dated as of March 6, 2024, by and between TREES Corporation, a Colorado corporation with its principal office located at 215 Union Boulevard, Suite 415, Lakewood, Colorado 80228 (the “Corporation”), and the individual set forth on the signature page hereto (the “Indemnitee”). W I T N E S S E T H: WHEREAS, the Corporation seeks

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form N-CSR ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN For Period Ended: December 31, 2023 ☐ Transition Report on Form 10 K ☐ Transition Report on Form 20 F ☐ Transition Report on Form 11 K ☐ Transition Report on Form 10 Q For the Transition Pe

CANN / Trees Corporation / Troob Capital Advisors LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Trees Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36930V100 (CUSIP Number) December 31, 2023 (Date of Event whi

First Amendment to Securities Purchase Agreement and Security Agreement dated December 15, 2023.

Exhibit 10.3 Offering Document No.: TREES CORPORATION First Amendment to the Securities Purchase Agreement and to the Security Agreement Senior Secured Convertible Promissory Notes and Warrants to Purchase Common Stock December 15, 2023 CONFIDENTIAL Offering Document No.: AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT AND THE SECURITY AGREEMENT THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREE

M&A Financing Letter dated December 15, 2023.

Exhibit 10.5 December 15, 2023 TREES Corporation 215 Union Boulevard, Suite 415 Lakewood, CO 80228 Re: TCM Tactical Opportunities Fund II LP — M&A Financing Dear Sir/Madam: Reference is made to those certain Amended and Restated Senior Secured Convertible Promissory Notes of even date herewith by and among TCM Tactical Opportunities Fund II LP, TREES Corporation (the “Company”), and certain other

Warrant Amendment Letter dated December 15, 2023.

Exhibit 10.4 Trees Corporation 215 Union Boulevard, Suite 415 Lakewood, CO 80228 December 15, 2023 TCM Tactical Opportunities Fund II LP 777 Westchester Avenue, Suite 203 White Plains, NY 10604 Attention: Peter Troob Re: TREES Corporation – Modification to Warrants Dear Mr. Troob: Reference is made to those certain warrants to purchase shares of common stock, par value $0.01 per share, of TREES Co

Form of Working Capital Note dated December 15, 2023.

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS

Form of Amended and Restated Senior Secured Convertible Note dated December 15, 2023.

Exhibit 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 15, 2023 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023. ☐ Transition report pursuan

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-5445

Assignment of Assets dated August 17, 2023 by and among Trees Colorado, LLC, Station 2, LLC and Timothy Brown (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on August 23, 2023).

Exhibit 10.1 ASSIGNMENT OF ASSETS THIS ASSIGNMENT (“Assignment”) is dated as of August 17, 2023 (the “Effective Date”), by and among Trees Colorado, LLC (“Trees Colorado”), a Colorado limited liability company, or its assigns (collectively, “Assignor”), Station 2, LLC, a Colorado limited liability company (“Station 2”), and Timothy Brown, an individual (“Brown” and collectively with Station 2, “As

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 17, 2023 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023. ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TRE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 3, 2023 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Numbe

Consulting Agreement dated July 1, 2023 by and among the Company, Allyson Feiler Downing and Green Tree Berthoud, LLC (incorporated by reference to Exhibit 10.5 of our Form 8-K filed on July 7, 2023).

Exhibit 10.5 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) dated as of July 1, 2023, is entered into by and between Green Tree Berthoud, LLC, a Colorado limited liability company having an address at 1090 N. 2nd St., Berthoud CO 80513 the (“Company”), and TREES Corporation, having an address at 215 Union Boulevard, Suite 415, Lakewood, CO 80228 (“Consultant”). WHEREAS, the Company i

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): July 1, 2023 TREES CORPORATION (E

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): July 1, 2023 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Number)

Transition Services Agreement dated July 1, 2023 by and among the Company, Green Tree Colorado LLC, Allyson Feiler Downing and Loree Schwartz (incorporated by reference to Exhibit 10.6 of our Form 8-K filed on July 7, 2023).

Exhibit 10.6 Transition Services Agreement This Transition Services Agreement (“Agreement”) is made as of July 1, 2023 (the “Effective Date”), by and among Allyson Feiler Downing and Loree Schwartz (together, “SERVICE PROVIDER”) and Green Tree Colorado, LLC, a Colorado limited liability company and TREES Corporation, a Colorado corporation (together “CLIENT” and together with the SERVICE PROVIDER,

Termination of Employment Agreement and Mutual General Release dated July 1, 2023 by and between the Company and Loree Schwartz.

Exhibit 10.3 TERMINATION OF EMPLOYMENT AGREEMENT AND MUTUAL GENERAL RELEASE THIS TERMINATION OF EMPLOYMENT AGREEMENT AND MUTUAL GENERAL RELEASE (“Termination”) is entered into as of July 1, 2023 (“Effective Date”), by and between LOREE SCHWARTZ, an individual (“Employee”), and TREES Corporation, a Colorado corporation (the “Company). WHEREAS, Employee has served as the Chief Marketing Officer of t

Termination of Employment Agreement and Mutual General Release dated July 1, 2023 by and between the Company and Allyson Feiler Downing (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on July 7, 2023).

Exhibit 10.2 TERMINATION OF EMPLOYMENT AGREEMENT AND MUTUAL GENERAL RELEASE THIS TERMINATION OF EMPLOYMENT AGREEMENT AND MUTUAL GENERAL RELEASE (“Termination”) is entered into as of July 1, 2023 (“Effective Date”), by and between Allyson Feiler Downing, an individual (“Employee”), and TREES Corporation, a Colorado corporation (the “Company). WHEREAS, Employee has served as the Chief Marketing Offi

Waiver dated July 1, 2023 (incorporated by reference to Exhibit 10.4 of our Form 8-K filed on July 7, 2023).

Exhibit 10.4 Trees Corporation 215 Union Boulevard, Suite 415 Lakewood, CO 80228 July 1, 2023 Allyson Feiler Downing Loree Schwartz Re: Waiver (Non-Compete; Non-Solicit) Each of TREES Corporation (“CANN”) and Green Tree Colorado, LLC (“Buyer”, and together with CANN, “Trees”) acknowledge and agree to, effective upon the execution of this letter agreement, irrevocably waive Section 5.8 of the Asset

Settlement Agreement dated July 1, 2023 by and among the Company, Allyson Feiler Downing, Loree Schwartz and certain other parties thereto.

Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (“Settlement”) is dated as of July 1, 2023 (the “Effective Date”), by and among Green Tree Colorado, LLC (“Green Tree Colorado”), Green Tree Cultivation LLC, GT Retail LLC, and Green Tree MIP LLC, each a Colorado limited liability company, TREES Corporation, a Colorado corporation and parent company to Green Tree Colorado or their respect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023. ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form N-CSR ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN For Period Ended: March 31, 2023 ☐ Transition Report on Form 10 K ☐ Transition Report on Form 20 F ☐ Transition Report on Form 11 K ☐ Transition Report on Form 10 Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Subsidiaries (incorporated by reference to Exhibit 21.1 of our Form 10-K filed on April 17, 2023).

Exhibit 21.1 List of Subsidiaries Name of Entity Jurisdiction 6565 E. Evans Owner LLC Colorado GC Corp Colorado GC Capital Corp, LLC Colorado GC Security LLC Colorado General Cannabis Capital Corporation Colorado Standard Cann, Inc. Colorado SevenFive Farm Cultivation, LLC Colorado SevenFive Farm, LLC Colorado Trees Colorado LLC Colorado Trees Oregon LLC Colorado Green Tree Colorado LLC Colorado G

Description of Company’s Common Stock

Exhibit 4.6 TREES CORPORATION DESCRIPTION OF SECURITIES TREES Corporation, a Colorado corporation (referred to as we, us and our), has two classes of securities that are outstanding: common stock, par value $0.001 per share (common stock) and series A convertible preferred stock, no par value (series A preferred stock). The following description of our common stock is a summary and does not purpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54457 TREES CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form N-CSR ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN For Period Ended: December 31, 2022 ☐ Transition Report on Form 10 K ☐ Transition Report on Form 20 F ☐ Transition Report on Form 11 K ☐ Transition Report on Form 10 Q For the Transition Pe

TREES CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 TREES CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2022 and for the year ended December 31, 2021

Green Tree Combined Entities Combined Financial Statements For the years ended December 31, 2021 and 2020

Table of Contents Exhibit 99.1 Green Tree Combined Entities Combined Financial Statements For the years ended December 31, 2021 and 2020 Table of Contents Green Tree Contents Independent Auditor’s Report 3 Balance Sheets 5 Statements of Income and Members’ Equity 6 Statements of Cash Flows 7 Notes to Financial Statements 8 Table of Contents Independent Auditor’s Report To the Members’ and Board of

Green Tree Combined Entities Combined Financial Statements For the quarter ended September 30, 2022

Exhibit 99.2 Green Tree Combined Entities Combined Financial Statements For the quarter ended September 30, 2022 Green Tree Contents Balance Sheets 1 Statements of Income and Members’ Equity 2 Statements of Cash Flows 3 Notes to Financial Statements 4 Green Tree Balance Sheets (unaudited) September 30, December 31, As of 2022 2021 ASSETS Current Assets Cash and cash equivalents $ 316,493 $ 156,206

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 (December 12, 2022) TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction

CANN / General Cannabis Corp / Troob Capital Advisors LLC - FEBRUARY 13, 2023 Passive Investment

SC 13G/A 1 trees13ga-021423.htm FEBRUARY 13, 2023 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Trees Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36930V100 (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets

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): February 3, 2023 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Num

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

? ? 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): December 19, 2022 ? TREES CORPORATION (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

Commercial Lease Agreement dated November 23, 2022 (effective December 19, 2022) by and between

Exhibit 10.1 COMMERCIAL LEASE AGREEMENT THIS COMMERCIAL LEASE AGREEMENT (?Lease?) is made and effective as of November 23, 2022, by and between HEADGATE III, LLC, a Colorado limited liability company (?Landlord?) and, GREEN MAN COLORADO, LLC, a Colorado limited liability company (?Tenant?). Landlord is the owner of land and improvements commonly known and numbered as 7289 East Hampden Avenue, Denv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 12, 2022 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Nu

Office Building Lease entered into on November 21, 2022 by and between TREES Corporation and Victex Colorado LLC.

Exhibit 10.1 ? FINANCIAL PLAZA AT UNION SQUARE ? ? ? OFFICE BUILDING LEASE ? ? ? ? ? VICTEX COLORADO LLC ? Landlord ? ? ? AND ? ? ? TREES CORPORATION ? Tenant ? FINANCIAL PLAZA AT UNION SQUARE 215 Union Boulevard Lakewood, CO 80228 ? ? Table of Contents ? ? ? Paragraph No. Paragraph Title Page Number ? ? ? 1. Premises 1 2. Term 1 3. Rent 1 4. Expense and Tax Adjustment 1 5. Character of Occupancy

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? 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): November 21, 2022 ? TREES CORPORATION (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022. ☐ Transition report pursuan

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 28, 2022 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Num

Asset Purchase Agreement dated October 28, 2022 by and among the Company, Green Man Colorado LLC, GMC, LLC and certain equity holders of GMC party thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on November 3, 2022).

? Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) is entered into as of October 28 2022 (?Effective Date?), by and among GREEN MAN COLORADO, LLC a Colorado limited liability company, or its assigns (?Buyer?), TREES Corporation, a Colorado corporation (?Parent?), and GMC, LLC, a Colorado limited liability company (?GMC?), and each of the Membe

Asset Purchase Agreement dated October 14, 2022 by and among the Company, Trees Colorado LLC, Station 2 LLC and Timothy Brown (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on October 19, 2022).

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) is entered into October 14, 2022, by and between TREES Corporation (f/k/a General Cannabis Corp.), a corporation organized under the laws of Colorado, (?Parent?), Trees Colorado LLC, a limited liability company organized under the laws of Colorado that is a disregarded entity for federal income tax purposes since

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? 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): October 14, 2022 ? TREES CORPORATION (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

Amendment to First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated October 14, 2022 by and among the Company, Trees Colorado LLC, TDM LLC, Station 2 LLC and Timothy Brown (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on October 19, 2022).

Exhibit 10.2 ? AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION THIS AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the ?Agreement?) is entered into as of October 14, 2022 by and between TREES Corporation (f/k/a General Cannabis Corp.), a corporation organized under the laws of Colorado, (?Parent?), Trees Co

CANN / General Cannabis Corp / TCM Tactical Opportunities Fund II LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Trees Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36930V100 (CUSIP Number) September 15, 2022 (Date of Event whi

Form of Securities Purchase Agreement dated September 15, 2022 by and among the Company and Investors party thereto (incorporated by reference to Exhibit 10.6 of our Form 8-K filed on September 19, 2022).

Offering Document No.: ? Exhibit 10.6 ? TREES CORPORATION ? ? Securities Purchase Agreement ? Senior Secured Convertible Promissory Notes and Warrants to Purchase Common Stock ? September 15, 2022 ? CONFIDENTIAL ? ? ? ? ? CONFIDENTIAL INFORMATION THE OFFEREE, BY ACCEPTING THE SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS RELATING TO THE COMPANY?S PROPOSED OFFERING OF SENIOR SECURE

Consulting Agreement dated September 16, 2022, by and between the Company and Hershey Management 1, LLC (incorporated by reference to Exhibit 10.12 of our Form 8-K filed on September 19, 2022).

Exhibit 10.12 ? CONSULTING AGREEMENT ? This Consulting Agreement (?Agreement?) dated as of September 16, 2022, is entered into by and between TREES Corporation, having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the ?Company?), and Hershey Management 1, LLC, having an address at 6 Pompano Road, Rumson, NJ 07760 (?Consultant?). ? WHEREAS, Consultant has served as the Interim Chief Execut

Form of Employment Agreement between the Company and Allyson Feiler (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on September 19, 2022).

Exhibit 10.2 ? EMPLOYMENT AGREEMENT ? THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of , 2022 ("Effective Date"), is entered into by and between TREES Corporation, a Colorado corporation (the "Company"), and Allyson Feiler, an individual ("Employee"). ? WHEREAS, the Company wishes to employ Employee and Employee wishes to be employed by the Company in accordance with the terms and conditi

Asset Purchase Agreement dated September 13, 2022 by and among the Company and the Green Tree Entities party thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on September 19,2022).

Exhibit 10.1 ? Execution Version ? ASSET PURCHASE AGREEMENT ? THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) is entered into as of September 13, 2022 (the ?Signing Date?), by and among Green Tree Colorado, LLC, a Colorado limited liability company, or its assigns (?Buyer?), Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and G

Form of Security Agreement by and among the Company and Investors (incorporated by reference to Exhibit 10.9 of our Form 8-K file don September 19, 2022).

Exhibit 10.9 ? ? SECURITY AGREEMENT ? THIS SECURITY AGREEMENT (this ?Agreement?) is entered into as of September 16, 2022 by and between TREES Corporation, a Colorado corporation (the ?Company?), and the persons and entities identified on the signature page hereof (each individually a ?Holder,? and collectively, the ?Holders?). ? RECITALS: ? WHEREAS, The Company has issued and delivered Senior Sec

Consulting Agreement dated September 16, 2022, by and between the Company and CRM LLC (incorporated by reference to Exhibit 10.13 of our Form 8-K filed on September 19, 2022).

Exhibit 10.13 ? CONSULTING AGREEMENT ? This Consulting Agreement (?Agreement?) dated as of September 16, 2022, is entered into by and between TREES Corporation, having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the ?Company?), and CRM LLC, having an address at 112 Windward Way, Indian Harbor Beach, FL 32937 (?Consultant?). ? WHEREAS, Consultant has served as a consultant of the Company

Form of Consulting Agreement between the Company and CMD Consulting Services, Inc. (incorporated by reference to Exhibit 10.4 of our Form 8-K filed on September 19, 2022).

Exhibit 10.4 CONSULTING AGREEMENT ? This Consulting Agreement (?Agreement?) dated as of , 2022, is entered into by and between TREES Corporation, having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the ?Company?), and CMD Consulting Services, Inc., having an address at 6575 NW 95 Lane, Parkland Florida 33076 (?Consultant?). ? WHEREAS, the Company is desirous of retaining Consultant, and

Form of Employment Agreement between the Company and Loree Schwartz (incorporated by reference to Exhibit 10.3 of our Form 8-K filed on September 19, 2022).

? ? ? Exhibit 10.3 EMPLOYMENT AGREEMENT ? THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of , 2022 ("Effective Date"), is entered into by and between TREES Corporation, a Colorado corporation (the "Company"), and Loree Schwartz, an individual ("Employee"). ? WHEREAS, the Company wishes to employ Employee and Employee wishes to be employed by the Company in accordance with the terms and con

Form of First Escrow Agreement by and among the Company, Lead Investor and Day & Associates, LLC, as escrow agent (incorporated by reference to Exhibit 10.10 of our Form 8-K filed on September 19, 2022).

Exhibit 10.10 ? INITIAL ESCROW AGREEMENT ? THIS ESCROW AGREEMENT (this ?Agreement?) is entered into as of September 15, 2022, by and among TCM Tactical Opportunities Fund II LP (?Purchaser?), TREES Corporation, a Colorado corporation (the ?Company?) and Day & Associates, LLC, a New Jersey limited liability company (the ?Escrow Agent?, and together with Purchaser and Company, sometimes referred to

Form of Warrant of the Company (incorporated by reference to Exhibit 10.8 of our Form 8-K filed on September 19, 2022).

Exhibit 10.8 ? NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Senior Secured Convertible Promissory Note of the Company (incorporated by reference to Exhibit 10.7 of our Form 8-K filed on September 19, 2022).

Exhibit 10.7 ? ? NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT

Form of Second Escrow Agreement by and among the Company, Investors and Day & Associates, LLC, as escrow agent (incorporated by reference to Exhibit 10.11 of our Form 8-K filed on September 19, 2022).

Exhibit 10.11 SECOND ESCROW AGREEMENT ? SECOND ESCROW AGREEMENT, made as of the 16th day of September, 2022, by and among TREES Corporation, a Colorado corporation (the ?Company?), and the persons and entities identified on the signature page hereof (each individually a ?Purchaser,? and collectively, the ?Purchasers?), and TCM Tactical Opportunities Fund II LP (as ?Lead Investor"), and Day & Assoc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? 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): September 13, 2022 ? TREES CORPORATION (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation

Form of Consulting Agreement between the Company and SilverFox, LLC (incorporated by reference to Exhibit 10.5 if our Form 8-K filed September 19, 2022).

Exhibit 10.5 ? CONSULTING AGREEMENT ? This Consulting Agreement (?Agreement?) dated as of , 2022, is entered into by and between TREES Corporation., having an address at 1901 S. Navajo Avenue, Denver, CO 80223 (the ?Company?), and Silverfox LLC, having an address at 27 Senexet Village Rd, Woodstock Connecticut 06281 (?Consultant?). ? WHEREAS, the Company is desirous of retaining Consultant, and Co

Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K/A (Amendment No. 2) ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 30, 2021 ? TREES CORPORATION (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdicti

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2021 TREES CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

TDM, LLC Financial Statements For the years ended December 31, 2020 and 2019

Table of Contents Exhibit 99.1 TDM, LLC Financial Statements ? ? For the years ended December 31, 2020 and 2019 ? ? ? ? ? Table of Contents TDM, LLC Contents ? Independent Auditor?s Report 1 ? ? ? Balance Sheets ? 2 ? ? ? Statements of Income and Member?s Equity (Deficit) ? 3 ? ? ? Statements of Cash Flows ? 4 ? ? ? Notes to Financial Statements ? 5 ? ? ? ? ? Table of Contents TDM, LLC Independent

Trees Waterfront, LLC Financial Statements For the years ended December 31, 2020 and 2019

Exhibit 99.2 ? ? ? ? ? ? ? Trees Waterfront, LLC ? ? ? ? Financial Statements ? ? For the years ended December 31, 2020 and 2019 ? ? Trees Waterfront, LLC ? Contents ? ? ? Independent Auditor?s Report 1 ? ? Balance Sheets 3 ? ? Statements of Income and Members' Equity (Deficit) 4 ? ? Statements of Cash Flows 5 ? ? Notes to Financial Statements 6 ? ? ? ? ? November 23, 2021 ? ? To the Members Trees

Trees Portland, LLC Financial Statements For the years ended December 31, 2020 and 2019

? Exhibit 99.1 ? ? ? ? ? ? ? Trees Portland, LLC Financial Statements ? ? For the years ended December 31, 2020 and 2019 ? ? Trees Portland, LLC ? Contents ? Independent Auditor?s Report 1 ? ? Balance Sheets 2 ? ? Statements of Income and Members' Equity (Deficit) 3 ? ? Statements of Cash Flows 4 ? ? Notes to Financial Statements 5 ? ? ? ? ? November 23, 2021 To the Members Trees Portland, LLC Eng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022. ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 TRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPO

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 1, 2022

? Trees ? 1901 S Navajo St ? Denver, CO 80223 ? August 1, 2022 ? U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, DC 20549 Attention: Ta Tanisha Meadows ? Dear Ms. Meadows: ? We are in receipt of your comment letter dated July 19, 2022 to Adam Hershey, Interim Chief Executive Officer at TREES Corporation (formerly General Cannabis Corp)

July 5, 2022

? Trees 1901 S Navajo St Denver, CO 80223 ? ? July 5, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, DC 20549 Attention: Ta Tanisha Meadows Dear Ms. Meadows: We are in receipt of your comment letter dated June 22, 2022 to Adam Hershey, Interim Chief Executive Officer at TREES Corporation (formerly General Cannabis Corp) (the ?Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

? ? 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): June 8, 2022 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

Amendment to Amended and Restated Articles of Incorporation effective June 8, 2022 (incorporated by reference to Exhibit 3.1 of our form 8-K filed on June 14, 2022)

Exhibit 3.1 ? GENERAL CANNABIS CORP Articles of Amendment ? Pursuant to the provisions of Title 7 of the Colorado Revised Statutes of the State of Colorado, General Cannabis Corp, a Colorado corporation, does hereby amend its Amended and Restated Articles of Incorporation. ? 1. The name of the corporation whose Amended and Restated Articles of Incorporation are being amended by these Articles of A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022. ☐ Transition report pursuant to

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tmb-20220608xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tmb-20220608xpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission On

Amendment to Employment Agreement effective April 1, 2022 between General Cannabis Corp and John Barker Dalton.

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, 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 of incorporation) (Commission File Nu

Amendment to Lease effective April 1, 2022 between General Cannabis Corp and Dalton Farms, LLC.

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, Landlo

Description of Company’s Common Stock

Exhibit 4.6 ? ? GENERAL CANNABIS CORP DESCRIPTION OF SECURITIES ? General Cannabis Corp, a Colorado corporation (referred to as we, us and our), has two classes of securities that are outstanding: common stock, par value $0.001 per share (common stock) and series A convertible preferred stock, no par value (series A preferred stock). The following description of our common stock is a summary and d

List of Subsidiaries

Exhibit 21.1 ? List of Subsidiaries ? ? ? Name of Entity ? Jurisdiction 6565 E. Evans Owner LLC ? Colorado GC Corp ? Colorado GC Security LLC ? Colorado General Cannabis Capital Corporation ? Colorado Standard Cann, Inc. ? Colorado SevenFive Farm Cultivation, LLC ? Colorado SevenFive Farm, LLC ? Colorado Trees Colorado LLC ? Colorado Trees Oregon LLC ? Colorado ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Shareholder Director Nominations

? ? 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): March 21, 2022 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation

GENERAL CANNABIS CORP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.5 ? GENERAL CANNABIS CORP ? UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION ? Unaudited Pro Forma Condensed Combined Financial Information ? The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2021 and for the year ended Decem

Trees Portland, LLC Financial Statements For the years ended December 31, 2020 and 2019

? Exhibit 99.1 ? ? ? ? ? ? ? Trees Portland, LLC Financial Statements ? ? For the years ended December 31, 2020 and 2019 ? ? Trees Portland, LLC ? Contents ? Independent Auditor?s Report 1 ? ? Balance Sheets 2 ? ? Statements of Income and Members' Equity (Deficit) 3 ? ? Statements of Cash Flows 4 ? ? Notes to Financial Statements 5 ? ? ? ? ? November 23, 2021 To the Members Trees Portland, LLC Eng

Trees Portland, LLC

Exhibit 99.3 ? ? ? Trees Portland, LLC ? Financial Statements ? For the nine months ended September 30, 2021 and 2020 ? ? Trees Portland, LLC ? Contents ? ? ? Balance Sheets 1 ? ? Statements of Income and Members' Equity (Deficit) 2 ? ? Statements of Cash Flows 3 ? ? Notes to Financial Statements 4 ? ? ? ? Trees Portland, LLC ? Balance Sheets ? ? ? September 30, December 31, ? ? 2021 ? 2020 ? ? (u

Trees Waterfront, LLC

? Exhibit 99.4 ? ? ? ? ? Trees Waterfront, LLC ? Financial Statements ? For the nine months ended September 30, 2021 and 2020 ? ? ? Trees Waterfront, LLC ? Contents ? Balance Sheets 1 ? ? Statements of Income and Member's Equity (Deficit) 2 ? ? Statements of Cash Flows 3 ? ? Notes to Financial Statements 4 ? ? ? ? ? Trees Waterfront, LLC ? Balance Sheets ? ? ? ? ? ? ? ? ? September 30, December 31

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 (December 30, 2021) GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporati

Trees Waterfront, LLC Financial Statements For the years ended December 31, 2020 and 2019

Exhibit 99.2 ? ? ? ? ? ? ? Trees Waterfront, LLC ? ? ? ? Financial Statements ? ? For the years ended December 31, 2020 and 2019 ? ? Trees Waterfront, LLC ? Contents ? ? ? Indepentdent Auditor?s Report 1 ? ? Balance Sheets 3 ? ? Statements of Income and Members' Equity (Deficit) 4 ? ? Statements of Cash Flows 5 ? ? Notes to Financial Statements 6 ? ? ? ? ? November 23, 2021 ? ? To the Members Tree

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 30, 2021 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021. ☐ Transition report pursuan

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TDM, LLC Financial Statements For the years ended December 31, 2020 and 2019

Table of Contents Exhibit 99.1 TDM, LLC Financial Statements For the years ended December 31, 2020 and 2019 ? ? Table of Contents TDM, LLC Contents Independent Auditor?s Report 1 ? ? Balance Sheets 3 ? ? Statements of Income and Member?s Equity (Deficit) 4 ? ? Statements of Cash Flows 5 ? ? Notes to Financial Statements 6 ? ? ? ? ? Table of Contents TDM, LLC Independent Auditor?s Report ? October

GENERAL CANNABIS CORP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information

GENERAL CANNABIS CORP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for each of the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the financi

TDM, LLC UNAUDITED CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2021

? ? ? ? ? ? ? TDM, LLC ? UNAUDITED CONDENSED FINANCIAL STATEMENTS ? AS OF JUNE 30, 2021 ? TDM, LLC TABLE OF CONTENTS page Balance Sheets 1 Statements of Income and Member's (Deficit) Equity 2 Statements of Cash Flows 3 Notes to Financial Statements 4 ? ? ? BALANCE SHEETS ? June 30, December 31, 2021 2020 ? (unaudited) ASSETS Current Assets Cash and cash equivalents $ 502,988 $ 264,798 Inventory 41

Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K/A ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): October 18, 2021 (September 2, 2021) ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other juris

Amendment to Employment Agreement dated October 1 2021 between the Company and John Barker Dalton (incorporated by reference to Exhibit 10.1 to our Form 8-K filed October 4, 2021)

? AMENDMENT TO EMPLOYMENT AGREEMENT ? ? THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?), dated as of October 1, 2021 (?Effective Date?), is entered into by and between General Cannabis Corp, a Colorado corporation (the ?Company?), and John Barker Dalton, an individual (?Employee?).

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 1, 2021 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Form of ‘B’ Warrant Amendment (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 21, 2021)

WARRANT AMENDMENT ? B WARRANTS ? This WARRANT AMENDMENT (?Amendment?) entered into as of the day of August, 2021 by and between GENERAL CANNABIS CORP, a Colorado corporation (the ?Company?), and the party set forth in the signature line below (?Holder?).

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? 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): September 17, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorpora

Form of ‘A’ Warrant Amendment Agreement (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 21, 2021)

WARRANT AMENDMENT ? A WARRANTS ? This WARRANT AMENDMENT (?Amendment?) entered into as of the day of August, 2021 by and between GENERAL CANNABIS CORP, a Colorado corporation (the ?Company?), and the party set forth in the signature line below (?Holder?).

Form of Securities Purchase Agreement – Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 14, 2021)

? ? General Cannabis Corp ? ? Securities Purchase Agreement ? Series A Convertible Preferred Stock and Warrants to Purchase Common Stock ? , 2021 ? CONFIDENTIAL ? ? ? ? Offering Document No.

Form of Warrant (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 14, 2021)

NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMEN

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

? ? 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): September 10, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorpora

Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to our Form 8-K filed September 14, 2021)

? ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF General Cannabis Corp SERIES A CONVERTIBLE PREFERRED STOCK General Cannabis Corp, a Colorado corporation (the ?Corporation?), pursuant to part 3 of article 90 of the Colorado Business Corporation Act and to the Corporation?s Amended and Restated Articles of Incorporation, as amended, hereby adopts the following Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 3, 2021 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

Employment Agreement dated September 9, 2021 between the Company and Timothy Brown (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 10, 2021)

EX-10.2 3 cann-20210903xex10d2.htm EX-10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 9, 2021 (“Effective Date”), is entered into by and between General Cannabis Corp., a Colorado corporation (the “Company”), and Timothy Brown, an individual (“Employee”). WHEREAS the Company wishes to employ Employee and Employee wishes to be employed by the Company in

Offer Letter dated September 5, 2021 between the Company and Jessica Bast (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 10, 2021)

? ? ? September 5, 2021 Jessica Bast VIA EMAIL Dear Jessica, I am very pleased to offer you the opportunity of Chief Financial Officer of General Cannabis Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

? ? 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): September 2, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021. ☐ Transition report pursuant to

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Letter from Marcum LLP dated July 20, 2021

? ? ? July 20, 2021 ? ? ? ? Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 ? Commissioners: ? We have read the statements made by General Cannabis Corp under Item 4.01 of its Form 8-K dated July 20, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of General Cannabis Corp contain

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

? ? 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): July 20, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

Asset Purchase Agreement between General Cannabis Corp, NBC Holdings LLC and Richard Cardinal dated July 16, 2021 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed July 21, 2021)

EX-10.1 2 cann-20210716xex10d1.htm EX-10.1 Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 16, 2021 (“Effective Date”), by and among General Cannabis Corp., a Colorado Corporation (“Seller”), or its assigns, and NBC Holdings LLC, together with Richard Cardinal, an individual (collectively together with their respective subsidiar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

? ? 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): July 16, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation)

General Cannabis Corp 32,917,010 Shares of Common Stock

? Filed Pursuant to Rule 424(b)(3) Registration No. 333-255969 ? General Cannabis Corp 32,917,010 Shares of Common Stock This prospectus relates to the resale by the investors listed in the section of this prospectus entitled ?Selling Stockholders? (the ?Selling Stockholders?). The Selling Stockholders identified in this prospectus may offer and sell up to an aggregate of 32,917,010 Shares (?Share

List of Subsidiaries

Exhibit 21.1 ? List of Subsidiaries ? Name of Entity Jurisdiction 6565 E. Evans Avenue LLC Colorado GC Corp Colorado GC Security LLC Colorado General Cannabis Capital Corporation Colorado Standard Cann, Inc. Colorado GC-NY Health, LLC New York SevenFive Farm Cultivation, LLC Colorado SevenFive Farm, LLC Colorado Trees Acquisition Corp. Colorado Trees Colorado, LLC Colorado Trees Oregon, LLC Colora

June 21, 2021

? June 21, 2021 ? Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Taylor Beech ? ? ? ? Re: General Cannabis Corp (the ?Company?) ? Registration Statement on Form S-1 ? File No. 333-255969 ? Dear Ms. Beech: ? I make reference to the above-entitled Registration Statement on Form S-1 filed with the Securities and Exchange Commis

As filed with the Securities and Exchange Commission on June 21, 2021

? As filed with the Securities and Exchange Commission on June 21, 2021 Registration No.

May 21, 2021

? ? ? May 21, 2021 ? VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

May 21, 2021

? ? ? May 21, 2021 ? VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021. ☐ Transition report pursuant to

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Employment Agreement dated as of September 14, 2020, among the Company and Diane Jones

EX-10.31 3 cann-20210510xex10d31.htm EX-10.31 employment agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 14, 2020 (“Effective Date”), is entered into by and between General Cannabis Corp., a Colorado corporation (the “Company”), and Diane Jones, an individual (“Employee”). WHEREAS, the Company wishes to employ Employee, and Employee wishes to accept such employment, o

List of Subsidiaries

EX-21.1 4 cann-20210510xex21d1.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Name of Entity Jurisdiction 6565 E. Evans Avenue LLC Colorado GC Corp Colorado GC Security LLC Colorado General Cannabis Capital Corporation Colorado Standard Cann, Inc. Colorado GC-NY Health, LLC New York SevenFive Farm Cultivation, LLC Colorado SevenFive Farm, LLC Colorado Trees Acquisition Corp. Colorado

Description of Company’s Common Stock

EX-4.6 2 cann-20210510xex4d6.htm EX-4.6 GENERAL CANNABIS CORP DESCRIPTION OF SECURITIES General Cannabis Corp, a Colorado corporation (referred to as we, us and our), has only one class of securities that is outstanding: common stock, par value $0.001 per share (common stock). The following description of our common stock is a summary and does not purport to be complete. It is subject to and quali

Registration Statement - S-1

Table of Contents ? As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? 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): May 6, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) ?

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? 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 18, 2021 ? GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) ? ? ? Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation

Agreement and Plan of Reorganization and Liquidation dated April 18, 2021 (Oregon) (incorporated by reference to Exhibit 10.2 to our Form 8-K filed April 21, 2021)

Exhibit 10.2 AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION OF GENERAL CANNABIS CORP. TREES ACQUISITION CORP. AND TREES WATERFRONT, LLC, TREES MLK INC., AND TREES PORTLAND, LLC ? ? ? ? ? 10.2 Page i of i (4.21.21 - 21:54) ? ? AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION ?THIS AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the ?Agreement?) is entered into April 18, 2021, by and

Agreement and Plan of Reorganization and Liquidation dated April 18, 2021 (Colorado) (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 21, 2021)

Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION OF GENERAL CANNABIS CORP. TREES ACQUISITION CORP. AND TDM, LLC, AND STATION 2, LLC. ? ? ? ? ? 10.1.docx Page i of i (4.21.21 - 22:03) ? ? ? AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION ?THIS AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the ?Agreement?) is entered into April 18, 2021, by and between General Cannabis

Annual Report - 10-K/A

? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-K/A (Amendment No. 1) ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2020 ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission file number

- NT 10-K

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? ? ? (Check one): ? ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? ? ? Form N-SAR ? Form N-CEN ? Form N-CSR ? ? ? ? ? ? ? ? ? ? ? For Period Ended: December 31, 2020 ? ? ? Transition Report on Form 10-K ? ? ? ? ? Transition Report on Form 20-F ? ? ? ? ? Transition R

Description of Company’s Common Stock

GENERAL CANNABIS CORP DESCRIPTION OF SECURITIES ? General Cannabis Corp, a Colorado corporation (referred to as we, us and our), has only one class of securities that is outstanding: common stock, par value $0.

List of Subsidiaries

Exhibit 21.1 ? List of Subsidiaries Name of Entity ? Jurisdiction 6565 E. Evans Owner LLC ? Colorado GC Corp ? Colorado GC Security LLC ? Colorado General Cannabis Capital Corporation ? Colorado Standard Cann, Inc. ? Colorado Cannasseur LLC ? Colorado Cannasseur Dispensary LLC ? Colorado Cannasseur Cultivation LLC ? Colorado Cannasseur Extraction LLC ? Colorado ?

Annual Report - 10-K

Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): February 8, 2021 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 23, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

Form of Senior Convertible Promissory Note issued by General Cannabis Corp to certain investors (incorporated by reference to Exhibit 10.1 to our Form 8-K filed December 30, 2020)

Exhibit 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Supplemental Note Exchange Agreement for 15% Note Holders between General Cannabis Corp and certain investors (incorporated by reference to Exhibit 10.4 to our Form 8-K filed December 30, 2020)

Exhibit 10.4 SUPPLEMENTAL NOTE EXCHANGE AGREEMENT FOR 15% NOTE HOLDERS This Supplemental Note Exchange Agreement (the “Supplemental Agreement”) is made by and between the Purchaser indicated on the signature page of the Securities Purchase Agreement (“Purchaser”) and General Cannabis Corp (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the

Form of Warrant issued by General Cannabis Corp to certain investors(incorporated by reference to Exhibit 10.2 to our Form 8-K filed December 30, 2020)

Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA

Form of Securities Purchase Agreement between General Cannabis Corp and certain investors (incorporated by reference to Exhibit 10.3 to our Form 8-K filed December 30, 2020)

Exhibit 10.3 OFFERING DOCUMENT NO.: GENERAL CANNABIS CORP Securities Purchase Agreement Senior Convertible Promissory Notes and Warrants to Purchase Common Stock December 9, 2020 CONFIDENTIAL CONFIDENTIAL INFORMATION THE OFFEREE, BY ACCEPTING THE SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS RELATING TO THE COMPANY’S PROPOSED OFFERING OF SENIOR CONVERTIBLE PROMISSORY NOTES AND WAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) General Cannabis Corp (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) General Cannabis Corp (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36930V100 (CUSIP Number) Patrick Pazderka Fox Rothschild LLP Campbell Mithun Tower, Suite 2000 222 South Ninth St. Minneapolis, MN 55402 (612) 607-7557 (N

General Cannabis Corp 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on November 25, 2020)

Exhibit 10.1 GENERAL CANNABIS CORP 2020 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS 1.Purpose of Plan.‌3 2.Definitions.‌3 3.Plan Administration.‌7 4.Shares Available for Issuance.‌9 5.Participation.‌10 6.Options.‌10 7.Stock Appreciation Rights.‌11 8.Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units.‌12 9.Performance Awards.‌14 10.Non-Employee Director Awards.‌15 11.Other Stock-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K

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): November 23, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

Amendment to Amended and Restated Articles of Incorporation effective November 23, 2020 (incorporated by reference to Exhibit 3.1 to our Form 8-K filed on November 25, 2020)

Exhibit 3.1 GENERAL CANNABIS CORP Articles of Amendment Pursuant to the provisions of Title 7 of the Colorado Revised Statutes of the State of Colorado, General Cannabis Corp, a Colorado corporation, does hereby amend its Amended and Restated Articles of Incorporation. 1.The name of the corporation whose Amended and Restated Articles of Incorporation are being amended by these Articles of Amendmen

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2020. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-5445

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X]

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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): September 23, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fi

Investor Presentation dated September 23, 2020

Exhibit 99.1 GENERAL CANNABIS September 2020 Forward Looking Statement Disclaimer This presentation contains forward-looking statements within the meaning of the federal securities laws including statements related to our expectations about future developments in the regulated cannabis industry and markets, future products and services we anticipate providing, our future plans, our expectations re

Letter Agreement between General Cannabis Corp and Hershey Strategic Capital, LP and Shore Ventures III, LP, dated September 13, 2020 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 14, 2020)

EX-10.1 2 tm2030761d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 General Cannabis Corp 6565 East Evans Ave. Denver, CO 80224 September 13, 2020 Shore Ventures III, LP Hershey Strategic Capital, LP 6 Pompano Road Rumson, New Jersey 07760 Attn: Mr. Adam Hershey Re: Extension of Negotiation Period in Subscription Agreement dated May 29, 2020 Dear Adam: Reference is made to that certain Subscription Agreemen

GENERAL CANNABIS CORP ANNOUNCES NEW CHIEF FINANCIAL OFFICER; APPOINTS BOARD MEMBERS AND CHAIRMAN

Exhibit 99.1 FOR IMMEDIATE RELEASE GENERAL CANNABIS CORP ANNOUNCES NEW CHIEF FINANCIAL OFFICER; APPOINTS BOARD MEMBERS AND CHAIRMAN Denver, CO (September 14, 2020)—General Cannabis Corp (OTCQB: CANN) announced today it has named Diane Jones as Chief Financial Officer. Jones brings deep experience in accounting and financial planning and has held key executive positions at publicly-held companies.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Shareholder Director Nominations - FORM 8-K

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): September 11, 2020 GENERAL CANNABIS CORP (Exact name of registrant as specified in its charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commissio

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020. ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 GENERAL CANNABIS CORP

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CEN o Form N-CSR For Period Ended: June 30, 2020 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition

GENERAL CANNABIS CORP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 GENERAL CANNABIS CORP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined balance sheet as of March 31, 2020 and the unaudited pro forma condensed combined statements of operations for each of the three months ended March 31, 2020 and for the year ended December 31, 2019 co

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2020 (May 25, 2020) GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction o

DALTON ADVENTURES, LLC AND AFFILIATE (DBA SEVEN FIVE FARM) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DALTON ADVENTURES, LLC AND AFFILIATE (DBA SEVENFIVE FARM) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2020 TABL

EXHIBIT 99.2 DALTON ADVENTURES, LLC AND AFFILIATE (DBA SEVEN FIVE FARM) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DALTON ADVENTURES, LLC AND AFFILIATE (DBA SEVENFIVE FARM) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2020 TABLE OF CONTENTS CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Operations and Member’

Dalton Adventures, LLC and Affiliate (dba SevenFive Farm)

Exhibit 99.1 Dalton Adventures, LLC and Affiliate (dba SevenFive Farm) Consolidated Financial Statements For the Years Ended December 31, 2019 and 2018 Dalton Adventures, LLC and Affiliate (dba SevenFive Farm) Contents Independent Auditor’s Report 1 Consolidated Balance Sheets 3 Consolidated Statements of Income and Member’s Equity (Deficit) 4 Consolidated Statements of Cash Flows 5 Notes to Conso

CANN / General Cannabis Corp. / HERSHEY ADAM - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) General Cannabis Corp. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36930V100 (CUSIP Number) Eric B. Woldenberg, Esq. Pryor Cashman LLP 7 Times Square New York, NY 10036 (212) 421-4100 (Name, Address and Telephone Numbe

July 22, 2020

Exhibit 99.3 July 22, 2020 VIA EMAIL General Cannabis Corp. 6565 E. Evans Ave Denver, CO 80224 Attention: Board of Directors Re: Form 8-K Disclosure Dear Board of Directors: I have reviewed the disclosure contained in the Current Report on Form 8-K filed by General Cannabis Corp. (the “Company”) with the Securities and Exchange Commission on July 14, 2020 (the “Form 8-K”). Among other things, the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2020 (July 9, 2020) GENERAL CANNABIS CORP (Exact name of registrant as specified in its charter) Colorado 000-54457 90-1072649 (State or other jurisdictio

CANN / General Cannabis Corp. / FEINSOD MICHAEL - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)* GENERAL CANNABIS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 36930V100 (CUSIP Number) Michael Feinsod Infinity Capital, LLC 200 S. Service Road S

General Cannabis Corp. Announces Board Changes

Exhibit 99.2 General Cannabis Corp. Announces Board Changes FOR IMMEDIATE RELEASE – Denver, CO (July 14, 2020)—General Cannabis Corp. (OTCQB: CANN), a leading publicly traded Colorado cannabis company, announced today that Adam Hershey, the company’s largest strategic investor and the managing member of Hershey Strategic Capital and Shore Ventures III, is joining the Company’s Board of Directors.

Financial Statements and Exhibits, Shareholder Director Nominations, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 9, 2020 GENERAL CANNABIS CORP (Exact name of registrant as specified in its charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

July 9, 2020

Exhibit 99.1 July 9, 2020 VIA EMAIL General Cannabis Corp. 6565 E. Evans Ave Denver, CO 80224 Attention: Board of Directors Re: Resignation from the Board of Directors of General Cannabis Corp. (the "Company") Dear Board of Directors: As you know, I have expressed to the Board and management several concerns and disagreements with regard to various matters involving the Company. My concerns have n

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): July 1, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File Num

Consultant Agreement dated June 3, 2020 by and between General Cannabis Corp and Adam Hershey (incorporated by reference to Exhibit 10.8 to our Form 10-Q filed July 7, 2020)

Exhibit 10.8 Exhibit 10.8 CONSULTANT AGREEMENT This Agreement is entered into as of June 3, 2020, between General Cannabis Corp., a Colorado corporation ("Company"), and Adam Hershey ("Strategic Consultant"). In consideration of the promises and agreements contained herein, the parties agree as follows: 1. Engagement. Subject to the terms and conditions set forth in this Agreement, the Company her

Quarterly Report - FORM 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2020. o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-54457 GENE

-

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2020 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Rep

Other Events

8-K 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): June 28, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): June 24, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

Annual Report - FORM 10-K/A

Form 10-K/a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54

CONSULTANT AGREEMENT

Exhibit 3 CONSULTANT AGREEMENT This Agreement is entered into as of June 3, 2020, between General Cannabis Corp.

JOINT FILING AGREEMENT

EXHIBIT 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

CANN / General Cannabis Corp. / HERSHEY ADAM - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) General Cannabis Corp. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36930V100 (CUSIP Number) Eric B. Woldenberg, Esq. Pryor Cashman LLP 7 Times Square New York, NY 10036 (212) 421-4100 (Name, Address and Telephone Number of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 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): June 3, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 a14256.htm FORM 8-K 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): May 29, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorpora

Subscription Agreement entered into as of May 31, 2020 by the Company, Hershey Strategic Capital, LP and Shore Ventures III, LP (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 1, 2020)

Exhibit Exhibit 10.1 SUBSCRIPTION AGREEMENT General Cannabis Corp 6565 E. Evans Avenue Denver, CO 80224 Ladies and Gentlemen: The undersigned (collectively, the “Investor”) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Terms and Conditions For Purchase of Securities attached hereto as Annex I (collectively, this “Agreement”), is made as of the dat

Form of Warrant (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed June 1, 2020)

Exhibit Exhibit 10.2 GENERAL CANNABIS CORP WARRANT TO PURCHASE SHARES OF COMMON STOCK No. GCCW- GENERAL CANNABIS CORP, a Colorado corporation (the “Company”), for value received, hereby certifies that Hershey Strategic Capital, LP, or registered assigns (the “Holder”), is entitled to purchase from the Company, at the Purchase Price, shares of the duly authorized, validly issued, fully paid and non

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 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): May 25, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Other Events

8-K 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): May 15, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Asset Purchase Agreement dated as of January 24, 2020, by and between the Company and Dalton Adventures, LLC (incorporated by reference to Exhibit 2.2 to our Form 10-K filed May 14, 2020)

Exhibit 2.2 Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into on January 24, 2020, by and between General Cannabis Corp., a Colorado Corporation (“Buyer”), or its assigns, and Dalton Adventures, LLC, a Colorado limited liability company (“Seller”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Partie

Annual Report - FORM 10-K

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54457 GENERAL CANNABIS C

Employment Agreement, dated December 13, 2019, between Steve Gutterman and the Company (incorporated by reference to Exhibit 10.28 to our Form 10-K filed May 14, 2020)

Exhibit 10.28 Exhibit 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 13, 2019 (“Effective Date”), is entered into by and between General Cannabis Corp., a Colorado corporation (the “Company”), and Steve Gutterman, an individual (“Employee”). WHEREAS, the Company wishes to employ Employee, and Employee wishes to accept such employment, on the terms and

Amendment to Employment Agreement, dated April 24, 2020, between Michael Feinsod and the Company (incorporated by reference to Exhibit 10.30 to our Form 10-K filed May 14, 2020)

Exhibit 10.30 Exhibit 10.30 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment, dated as of , 2020 (the "Amendment") is by and between General Cannabis Corp. (the "Company") and Michael Feinsod (the "Employee"). WHEREAS, the Company and the Employee entered into an Employment Agreement dated as of December 8, 2017 and amended August 6, 2019 with respect to Employee's services as Executive Chairman o

Asset Purchase Agreement, dated as of April 7, 2020, between the Company and the Organic Seed, LLC (incorporated by reference to Exhibit 2.3 to our Form 10-K filed May 14, 2020)

Exhibit 2.3 Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into on April 7th, 2020, by and between General Cannabis Corp., a Colorado Corporation (“Buyer”), or its assigns, and The Organic Seed LLC, a Colorado limited liability company (“Seller”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Amendment to Employment Agreement, dated April 29, 2020, between Steve Gutterman and the Company (incorporated by reference to Exhibit 10.29 to our Form 10-K filed May 14, 2020)

Exhibit 10.29 Exhibit 10.29 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment, dated as of , 2020 (the "Amendment") is by and between General Cannabis Corp. (the "Company") and Steve Gutterman (the "Employee"). WHEREAS, the Company and the Employee entered into an Employment Agreement dated as of December 13, 2019 with respect to Employee's services as Chief Executive Officer of the Company (the "E

Subsidiaries (incorporated by reference to Exhibit 21.1 to our Form 10-K filed May 14, 2020)

Exhibit Exhibit 21.1 List of Subsidiaries Name of Entity Jurisdiction 6565 E. Evans Avenue LLC Colorado GC Corp Colorado GC Security LLC Colorado General Cannabis Capital Corporation Colorado Standard Cann, Inc. Colorado Cannasseur LLC Colorado Cannasseur Dispensary LLC Colorado Cannasseur Cultivation LLC Colorado Cannasseur Extraction LLC Colorado

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): May 4, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission File

Investor presentation regarding the Company’s rollup strategy

Exhibit 99.3 Exhibit 99.3

General Cannabis Corp. Receives Key Regulatory Approval from State of Colorado Colorado’s Marijuana Enforcement Division Approves General Cannabis Corp. to acquire licensed cannabis operations throughout the state

Exhibit 99.1 Exhibit 99.1 General Cannabis Corp. Receives Key Regulatory Approval from State of Colorado Colorado’s Marijuana Enforcement Division Approves General Cannabis Corp. to acquire licensed cannabis operations throughout the state FOR IMMEDIATE RELEASE – Denver, CO (May 4, 2020)—General Cannabis Corp (OTCQX: CANN), a company with extensive experience in providing services to the cannabis

General Cannabis Corp. Receives Additional Approval For Acquisition Boulder County approves General Cannabis Corp. to proceed with acquisition of SevenFive Farm

Exhibit 99.2 Exhibit 99.2 General Cannabis Corp. Receives Additional Approval For Acquisition Boulder County approves General Cannabis Corp. to proceed with acquisition of SevenFive Farm FOR IMMEDIATE RELEASE – Denver, CO (May 6, 2020)—General Cannabis Corp (OTCQX: CANN), a company with extensive experience in providing services to the cannabis industry, announced today that Boulder County has app

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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 24, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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 7, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil

General Cannabis Corp. to Acquire Cannasseur

Exhibit 99.1 Exhibit 99.1 General Cannabis Corp. to Acquire Cannasseur Strategic Rollup Strategy Drives Revenue Growth, Creating Increased Shareholder Value DENVER, April 09, 2020 (GLOBE NEWSWIRE) - General Cannabis Corp (OTCQX: CANN) executed a definitive purchase agreement to acquire The Organic Seed, LLC, doing business under the name Cannasseur, located in Pueblo West, Colorado. Cannasseur, a

CANN / General Cannabis Corp. POS AM - -

333-224486 As filed with the Securities and Exchange Commission on April 3, 2020 Registration No.

CANN / General Cannabis Corp. POS AM - -

333-225209 As filed with the Securities and Exchange Commission on April 3, 2020 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 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): March 30, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fi

Dear Stakeholders:

Exhibit 99.1 Exhibit 99.1 Dear Stakeholders: As we come together during these unprecedented times, our sincerest hope is that you, your families and friends are safe and in good health. Our collective focus is, first and foremost, on our stakeholder’s health and safety. At the same time, we recognize that the cannabis industry finds itself a source of relief and support for many people. Our world

Promissory Note Exchange Agreement (Incorporated by reference to Exhibit 10.4 to our Form 8-K filed February 24, 2020)

Exhibit 10.4 Exhibit 10.4 PROMISSORY NOTE EXCHANGE AGREEMENT THIS PROMISSORY NOTE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 18, 2020 (the “Execution Date”), by and between General Cannabis Corp, a Colorado corporation (the “Company”), and SBI Investments LLC, 2014-1, a statutory series of a Delaware limited liability company (the “Investor”). RECITALS WHEREAS, pursuant t

Form of 2020 A Warrant to Purchase Shares of Common Stock (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed February 24, 2020)

Exhibit 10.2 Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

Convertible Promissory Note (Incorporated by reference to Exhibit 10.3 to our Form 8-K filed February 24, 2020)

Exhibit 10.3 Exhibit 10.3 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION S

Form of Unsecured Promissory Note (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed February 24, 2020)

Exhibit 10.1 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SENIOR NOTE $ Feb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 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): January 24, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission

CANN / General Cannabis Corp. / FEINSOD MICHAEL - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)* GENERAL CANNABIS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 36930V100 (CUSIP Number) Michael Feinsod Infinity Capital, LLC 200 S. Service Road S

TRANSACTIONS DURING PAST 60 DAYS

Exhibit Exhibit A TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Issuer during the past 60 days: Account Date of Transaction Transaction Type (Option Grant) Shares Exercise Price Michael Feinsod 1/21/2020 Option Grant 50,000 $0.67

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 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): January 31, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission

Entry into a Material Definitive Agreement

8-K 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): January 27, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission

Termination of a Material Definitive Agreement

8-K 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): January 13, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission

Deed of Trust, Assignment of Leases and rents, Security Agreement and Fixture Filing dated January 8, 2020 (Incorporated by reference to Exhibit 10.2 to our Form 8-K filed January 14, 2020)

Exhibit 10.2 Exhibit 10.2 Recording Requested by and When Recorded Mail to: MEISTER SEELIG & FEIN LLP 125 Park Avenue, 7th Floor New York, New York 10017 Attention: Jesse H. Young, Esq. (Space above this line for Recorder’s use) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FIL

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): January 8, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission F

Deed of Trust Note dated December 31, 2019 (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 14, 2020)

Exhibit 10.1 Exhibit 10.1 DEED OF TRUST NOTE $975,000.00 December 31, 2019 New York, New York THIS DEED OF TRUST NOTE (this “Note”) is hereto made by 6565 E EVANS AVE LLC, a Colorado limited liability company, having an address 6565 East Evans Avenue, Denver, Colorado 80224 (“Maker”) and given to W FINANCIAL REIT, LTD., a Delaware corporation, having an address at 60 Cuttermill Road, Suite 601, Gr

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): January 7, 2020 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission F

Investor presentation, dated January 7, 2020

Exhibit 99.1 Exhibit 99.1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

8-K 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): December 31, 2019 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission

GENERAL CANNABIS CORP. ANNOUNCES KEY MOVES TO FURTHER FOCUS ITS BUSINESS OPERATIONS FOR NEXT PHASE OF GROWTH

Exhibit 99.1 Exhibit 99.1 GENERAL CANNABIS CORP. ANNOUNCES KEY MOVES TO FURTHER FOCUS ITS BUSINESS OPERATIONS FOR NEXT PHASE OF GROWTH Denver, CO (January 3, 2019) – As it prepares to roll out its “Cannabis 3.0” growth strategy over the coming weeks, General Cannabis Corp. (OTCQX: CANN) and its newly appointed CEO Steve Gutterman today announced several strategic steps that will further focus the

Entry into a Material Definitive Agreement

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): December 30, 2019 GENERAL CANNABIS CORP (Exact Name of Registrant as Specified in Charter) Colorado 000-54457 90-1072649 (State or other jurisdiction of incorporation) (Commission Fil