Current Report Filing (8-k)
August 12 2019 - 5:01PM
Edgar (US Regulatory)
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 6, 2019
Medicine
Man Technologies, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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001-36868
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46-5289499
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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IRS Employer
Identification No.)
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4880 Havana Street, Suite 201
Denver, Colorado
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80239
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(Address of principal executive offices)
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(Zip Code)
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(303) 371-0387
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
Item 1.01 Entry into a Material
Definitive Agreement.
On August 6, 2019 (the “Execution
Date”), Medicine Man Technologies (the “Company”), a Nevada corporation, entered into a binding term sheet (the
“Term Sheet”) with Cold Baked, LLC and Golden Works, LLC (d/b/a “Dabble”), each a Colorado limited liability
company, setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Dabble (the “Acquisition”).
The terms of the Term Sheet are summarized
as follows:
As consideration, the Company shall pay
a total purchase price of $3,750,000 (the “Purchase Price”) consisting of $750,000 cash and 996,678 shares of its common
stock, par value $0.001 per share. The 996,678 shares was determined by averaging the closing price of Company’s common stock
for the five (5) days prior to the Execution Date, which equated to $3.01 per share.
The Purchase Price is predicated on projected
2019 gross revenues of Dabble. The Purchase Price will be adjusted to reflect the actual 2019 gross revenues on a date and method
mutually agreed upon by the Company and Dabble and shall be memorialized in the Long-Form Agreement (as defined below). However,
no adjustment in the Purchase Price will be made if the variation between Dabble’s actual and projected 2019 sales is greater
than or equal to ten percent (10%).
The obligations of the Company and Dabble
under the Term Sheet are conditioned upon the satisfaction or mutual waiver of the following conditions (the “Conditions”):
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i.
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regulatory approval relating to all applicable filings and expiration or early termination of any
applicable waiting periods;
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ii.
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regulatory approval of the Marijuana Enforcement Division and applicable local licensing authority
approval;
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iii.
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receipt of all material necessary, third party, consents and approvals;
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iv.
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each party's compliance in all material respects with the respective obligations under the Term
Sheet;
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v.
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a tax structure that is satisfactory to both the Company and Dabble;
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vi.
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the execution of property leases mutually acceptable to each party; and
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vii.
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the execution of an employment agreement by and between the Company and Mr. Joshua Hindi for a
period of no less than eighteen (18) months.
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The Term Sheet contemplates the parties
entering into a long-form agreement and other ancillary documents to memorialize the Acquisition (the “Long-Form Agreement”)
upon the conclusion of all standard legal and business due diligence. In the event the Long-Form Agreement is not agreed to within
one year of the Execution Date and all of the Conditions are either satisfied or waived, the Acquisition shall be consummated and
governed by the terms of the Term Sheet.
The foregoing description of the Term
Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On August 12, 2019, the Company issued
a press release with respect to the foregoing, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and
Exhibits.
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
thereunto duly authorized.
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Medicine Man Technologies, Inc.
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Date: August 12, 2019
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By:
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/s/ Andrew
Williams
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Name:
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Andrew Williams
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Title:
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Chief Executive Officer
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