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 12, 2018

                                 AMERICANN, INC.
                  -------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                      000-54231               27-4336843
-----------------------------    --------------------     ----------------
 (State or other jurisdiction    (Commission File No.)     (IRS Employer
  of incorporation)                                     Identification No.)


                               1550 Wewatta Street
                                Denver, CO 80202
                      ------------------------------------
          (Address of principal executive offices, including Zip Code)


Registrant's telephone number, including area code:(303) 862-9000


                                       N/A
                          ---------------------------
          (Former name or former address if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
    CFR 240.14a-12(b))

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

                                       1
<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement

February 2018 Financing

     On February 12, 2018, the Company sold  convertible  notes in the principal
amount of $810,000 to a group of accredited  investors.  The notes bear interest
at 8% per year, are unsecured,  and are due and payable on December 31, 2018. At
the  option of the note  holders,  the notes may be  converted  at any time into
shares of the Company's common stock at an initial conversion price of $1.50 per
share.

     The note holders also received  warrants  which entitle the note holders to
purchase up to 540,000  shares of the Company's  common stock.  The warrants are
exercisable at a price of $1.50 per share and expire on October 17, 2022.

Amendment to Ground Lease

     On  October  17,  2016,  the  Company   closed  the  previously   announced
acquisition   of  a  52.6-acre   parcel  of   undeveloped   land  in   Freetown,
Massachusetts.  The Company  plans to develop the property as the  Massachusetts
Medical Cannabis Center (the "MMCC").

     As part of a  simultaneous  transaction,  the Company  sold the property to
Massachusetts  Medical  Properties,  LLC ("MMP") and the Company and MMP entered
into a lease,  pursuant  to which MMP leased the  property to the Company for an
initial term of fifty years.

     Under the terms of the lease,  the  Company  had until  October 16, 2017 to
obtain capital  funding for the  construction  of the first phase  building.  On
October 17,  2017 the  Company  and MMP  amended  the lease to provide  that the
Company  will have until 16 months from  October 17, 2016 to raise $2.6  million
for the construction of the first phase of the MMCC.

     On  February  16, 2018 the Company and MMP amended the lease for the second
time to provide that the Company will have until 18 months from October 17, 2016
to raise $2.6 million for the  construction  of the first phase of the MMCC.  If
the Company is unable to raise $2.6  million on or before 18 months from October
17, 2016, the lease will terminate.

     As further consideration for the second amendment to the lease, the Company
issued a warrant  which allows MMP to purchase  50,000  shares of the  Company's
common stock at a price of $1.50 per share.  The warrant  expires on October 17,
2022.

Item  2.03. Creation of a Direct Financial Obligation or an Obligation
            under an Off-Balance Sheet Arrangement of a Registrant.

     See Item 1.01 of this report.

                                       2
<PAGE>

Item 3.02   Unregistered Sale of Equity Securities.

     The  Company  relied  upon  the  exemption  provided  by  Rule  506  of the
Securities  and Exchange  Commission in connection  with sale of the  securities
described in Item 1.01 of this report. The persons who acquired these securities
were  sophisticated  investors and were provided full information  regarding the
Company's  business  and  operations.  There  was  no  general  solicitation  in
connection with the offer or sale of these securities.  The persons who acquired
these  securities  acquired  them  for  their  own  accounts.  The  certificates
representing  these securities will bear a restricted legend providing that they
cannot be sold except  pursuant to an  effective  registration  statement  or an
exemption from registration.
























                                       3
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: February 20, 2018.
                                      AMERICANN, INC.


                                      By: /s/ Timothy Keogh
                                          --------------------------------------
                                          Timothy Keogh, Chief Executive Officer
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{"company-data": {"conformed-name": "AmeriCann, Inc.", "cik": "0001508348", "assigned-sic": "8742", "irs-number": "274336843", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-54231", "film-number": "18625436"}, "business-address": {"street1": "3200 BRIGHTON BLVD.", "street2": "UNIT 114", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "303-862-9000"}, "mail-address": {"street1": "3200 BRIGHTON BLVD.", "street2": "UNIT 114", "city": "DENVER", "state": "CO", "zip": "80216"}, "former-company": [{"former-conformed-name": "Americann, Inc.", "date-changed": "20140516"}, {"former-conformed-name": "Nevada Health Scan, Inc.", "date-changed": "20101220"}]}
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 12, 2018

                                 AMERICANN, INC.
                  -------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                      000-54231               27-4336843
-----------------------------    --------------------     ----------------
 (State or other jurisdiction    (Commission File No.)     (IRS Employer
  of incorporation)                                     Identification No.)

                               1550 Wewatta Street
                                Denver, CO 80202
                      ------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:(303) 862-9000

                                       N/A
                          ---------------------------
          (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
    CFR 240.14a-12(b))

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

                                       1
Item 1.01   Entry Into a Material Definitive Agreement

February 2018 Financing

     On February 12, 2018, the Company sold  convertible  notes in the principal
amount of $810,000 to a group of accredited  investors.  The notes bear interest
at 8% per year, are unsecured,  and are due and payable on December 31, 2018. At
the  option of the note  holders,  the notes may be  converted  at any time into
shares of the Company's common stock at an initial conversion price of $1.50 per
share.

     The note holders also received  warrants  which entitle the note holders to
purchase up to 540,000  shares of the Company's  common stock.  The warrants are
exercisable at a price of $1.50 per share and expire on October 17, 2022.

Amendment to Ground Lease

     On  October  17,  2016,  the  Company   closed  the  previously   announced
acquisition   of  a  52.6-acre   parcel  of   undeveloped   land  in   Freetown,
Massachusetts.  The Company  plans to develop the property as the  Massachusetts
Medical Cannabis Center (the "MMCC").

     As part of a  simultaneous  transaction,  the Company  sold the property to
Massachusetts  Medical  Properties,  LLC ("MMP") and the Company and MMP entered
into a lease,  pursuant  to which MMP leased the  property to the Company for an
initial term of fifty years.

     Under the terms of the lease,  the  Company  had until  October 16, 2017 to
obtain capital  funding for the  construction  of the first phase  building.  On
October 17,  2017 the  Company  and MMP  amended  the lease to provide  that the
Company  will have until 16 months from  October 17, 2016 to raise $2.6  million
for the construction of the first phase of the MMCC.

     On  February  16, 2018 the Company and MMP amended the lease for the second
time to provide that the Company will have until 18 months from October 17, 2016
to raise $2.6 million for the  construction  of the first phase of the MMCC.  If
the Company is unable to raise $2.6  million on or before 18 months from October
17, 2016, the lease will terminate.

     As further consideration for the second amendment to the lease, the Company
issued a warrant  which allows MMP to purchase  50,000  shares of the  Company's
common stock at a price of $1.50 per share.  The warrant  expires on October 17,
2022.

Item  2.03. Creation of a Direct Financial Obligation or an Obligation
            under an Off-Balance Sheet Arrangement of a Registrant.

     See Item 1.01 of this report.

                                       2
Item 3.02   Unregistered Sale of Equity Securities.

     The  Company  relied  upon  the  exemption  provided  by  Rule  506  of the
Securities  and Exchange  Commission in connection  with sale of the  securities
described in Item 1.01 of this report. The persons who acquired these securities
were  sophisticated  investors and were provided full information  regarding the
Company's  business  and  operations.  There  was  no  general  solicitation  in
connection with the offer or sale of these securities.  The persons who acquired
these  securities  acquired  them  for  their  own  accounts.  The  certificates
representing  these securities will bear a restricted legend providing that they
cannot be sold except  pursuant to an  effective  registration  statement  or an
exemption from registration.

                                       3
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: February 20, 2018.
                                      AMERICANN, INC.

                                      By: /s/ Timothy Keogh
                                          --------------------------------------
                                          Timothy Keogh, Chief Executive Officer