Item 1.01 Entry into a Material Definitive Agreement.

On June 15, 2021, Jacksam Corporation (the "Company") entered into a Common Stock Purchase Agreement and a Common Stock Purchase Warrant (the "Agreement", or collectively the "Agreements") with Triton Funds LP ("Triton" or the "Investor").

The proceeds to the Company will be used to accelerate the market penetration of the Company's market leading workflow automation solutions in the cannabis and CBD industry.

Under the terms of the Agreements, the Company shall sell to the Investor, and the Investor shall purchase from the Company, (i) up to an aggregate value of $1,000,000 of the Company's common stocks (the "Common Stocks") and (ii) up to an aggregate value of $500,000 of the Company's warrants (the "Warrants").

The proceeds for the purchase of Common Stock are expected to be made to the Company in tranches up to $250,000 each, starting in the third fiscal quarter of the Company.

The Warrants entitle the Investor, at any time during the two-year period following issuance, to purchase up to an aggregate of 909,091 shares of the Company's common stock at an exercise price of $0.55 per share, subject to customary adjustments including subsequent dilutive issuances by the Company.

The Company paid $15,000 administrative fee to the Investor at closing.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this report is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this report is incorporated herein by reference.

The offer and sale of the Shares by the Company was exempt from registration pursuant to section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. The Company did not engage in any general solicitation or advertising in connection with the offering or sale of the Shares. Each Purchaser represented that such Purchaser was an accredited investor as defined in SEC Rule 501(a), has enough knowledge and experience in finance and business matters to be a sophisticated investor who is able to evaluate the risks and merits of the investment, and is able to bear the economic risk of an investment in the Shares. Each Purchaser further represented that such Purchaser was purchasing the Shares for their own account and not with a view to distribution or resale.






2

© Edgar Online, source Glimpses