UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 1
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
MEDICINE
MAN TECHNOLOGIES, INC.
(Name
of Issuer)
Common
Stock, Par Value $0.001 per share
(Title
of Class of Securities)
584680106
(CUSIP
Number)
Justin
Dye
Dye
Capital Cann Holdings, LLC
350
Camino Gardens Blvd., Suite 200
Boca
Raton, FL 33432
(303)
371-0387
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Adam
H. Dunst
Dentons
US LLP
1221
Avenue of the Americas
New
York, NY 10020-1089
Telephone:
(212) 768-6988
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
16, 2019
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7(b) for other parties to whom copies are to be sent.
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO.
Dye
Capital Cann Holdings, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
WC
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
10,000,000
Shares
1
|
|
8.
|
|
SHARED
VOTING POWER
0
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
10,000,000
Shares
1
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
Shares
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
1
Includes 5,000,000 shares issuable upon exercise of warrants.
Introduction
This Amendment No. 1 (“
Amendment No. 1
”)
on Schedule 13D/A is being filed pursuant to Rule13d-1(f) regarding shares of the common stock, par value $0.001 per share of Medicine
Man Technologies, Inc., a Nevada corporation (“
MMT
” or the “
Issuer
”) that may be deemed to
be beneficially owned by Dye Capital Cann Holdings, LLC (the “
Reporting Person
”).
This Amendment No. 1 amends and supplements the statement on
Schedule 13D dated filed June 13, 2019. This Amendment No. 1 reflects transactions and developments through July 15, 2019, relating
to such Reporting Person’s holdings of the Issuer. Only those items hereby reported in this Amendment No. 1 are amended and
all other items remain unchanged. Terms used herein but not otherwise defined shall have the meanings set forth in the Schedule
13D.
Item 1.
|
Security
and Issuer
|
This statement on Schedule 13D/A relates to the common stock,
par value $0.001 per share (each, a “
Share
”, and collectively, the “
Shares
”), of MMT. The
principal executive offices of MMT are located at 4880 Havana Street, Suite 201, Denver, Colorado 80239.
Item 2.
|
Identity
and Background
|
This Schedule 13D/A is being filed by the Reporting Person,
which has sole voting and dispositive power over 10,000,000 Shares which includes 5,000,000 shares issuable upon exercise of warrants,
that have not been exercised as of the date hereof.
The
Reporting Person’s business address is 350 Camino Gardens Blvd, Suite 200, Boca Raton, FL 33432.
During
the five years prior to the date hereof, the Reporting Person has not been (1) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
The
Reporting Person is a limited liability company organized under the laws of the State of Delaware.
Item 3.
|
Source
and Amount of Funds or Other Consideration
|
On June 5, 2019, the Reporting Person and Medicine Man Technologies,
Inc. (the “
Issuer
”) entered into a securities purchase agreement (the “
Purchase Agreement
”).
Pursuant to the Purchase Agreement, the Issuer agreed to sell to the Reporting Person and the Reporting Person agreed to purchase,
in a private placement, up to 7,000,000 shares (the “
Common Shares
”) of the Issuer’s common stock, par
value $0.001 per share (the “
Common Stock
”) at a price of $2.00 per share and warrants (the “
Warrants
”)
to purchase 100% of the number of Common Shares sold. The Warrants are for a term of three years and are exercisable at a price
of $3.50. At the initial closing on June 5, 2019, (the “
Initial Closing
”) the Issuer issued and sold 1,500,000
Common Shares and Warrants to purchase 1,500,000 shares of Common Stock, for gross proceeds of $3,000,000. At the second closing
on July 16, 2019 (the “
Second Closing
”) the Issuer issued and sold 3,500,000 Common Shares and Warrants to purchase
3,500,000 shares of Common Stock, for gross proceeds of $11,000,000.
On July 15, 2019, the Reporting Person and the Issuer entered
into an amendment to the Purchase Agreement (the “
Amendment
”).
The Purchase Agreement, as amended by the Amendment (the “
Amended
Purchase Agreement
”), contemplates the sale, at a third closing to occur on August 15, 2019 or such other date as may
be agreed by the Reporting Person and the Issuer, subject to certain closing conditions set forth in the Amended Purchase Agreement,
of at least 3,000,000 and up to 5,500,000 additional shares of Common Stock, and warrants to purchase a corresponding number of
shares of Common Stock.
Pursuant to the Amended Purchase Agreement, the Issuer also
agreed to certain prohibitions on filing registration statements, and future sale and issuance of its Common Stock, subject to
certain exceptions and granted to an entity affiliated with the Reporting Person certain rights of participation in future offerings,
subject to certain exceptions as set forth in the Purchase Agreement.
Pursuant to the terms of the Amended Purchase Agreement, at
the Initial Closing, Justin Dye and Leonardo Riera were appointed to serve as Directors of the Issuer, with Mr. Dye appointed as
Chairman of the Board of Directors, and chair of the Governance Committee and a member of the Company’s Audit and Compensation
Committees and Mr. Riera appointed as chair of the Audit Committee and a member of the Compensation and Governance Committees.
The information set forth in the Issuer’s Current Reports
on Form 8-K, filed with the Securities and Exchange Commission on
June 6, 2019
and
July 17, 2019
, is incorporated herein by reference.
The Reporting Person used its working capital to acquire such Shares.
Item 4.
|
Purpose
of Transaction
|
The Reporting Person acquired the 10,000,000 shares, (including
5,000,000 shares issuable upon exercise of warrants that have not been exercised as of the date hereof) for investment purposes.
The Reporting Person retains the right to change its investment
intent, from time to time to acquire additional Shares or other securities of the Issuer, or to sell or otherwise dispose of (or
enter into plans or arrangements to sell or otherwise dispose of), all or part of the Shares or other securities of the Issuer,
if any, beneficially owned by it, in any manner permitted by law. The Reporting Person may engage from time to time in transactions
with financial institutions and other parties with respect to the Shares as permitted by law. Other than as described above, the
Reporting Person currently has no plans or proposals which would be related to or would result in any of the matters described
in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment
alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect
to such matters, and, from time to time, the Reporting Person may hold discussions with or make formal proposals to management
or the Board of Directors of the Issuer or other third parties regarding such matters as permitted by law.
Item 5.
|
Interest
in Securities of the Issuer
|
(a) – (b)
|
The responses to Items 7 to 13 on page one of this Schedule 13D/A are incorporated herein by reference.
The percentage of Shares outstanding reported as beneficially owned by the Reporting Person set forth on page two as of the date
hereof is based on 33,462,628 Shares outstanding.
|
(c)
|
The
information contained in Item 3 hereto is incorporated herein by reference.
|
(d)
|
The
Reporting Person does not know of any person having the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares beneficially owned by the Reporting Person.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
July 24, 2019
Signature:
|
DYE CAPITAL CANN HOLDINGS, LLC
|
|
|
|
|
By:
|
/s/ Justin Dye
|
|
|
Name: Justin Dye
|
|
|
Title: Managing
Member
|
4
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