Amended Current Report Filing (8-k/a)
July 02 2020 - 5:32PM
Edgar (US Regulatory)
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):
April 20, 2020
Medicine Man Technologies, Inc.
(Exact Name of Registrant as Specified in
its Charter)
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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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Registrant’s telephone number, including
area code (303) 371-0387
Not Applicable
(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 the registrant under any of the following provisions
(see General Instructions A.2. below):
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[_]
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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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[_]
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [X]
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. [X]
Section 2 Financial Information
Item 2.01. Completion of Acquisition or
Disposition of Assets.
On April 24, 2020,
Medicine Man Technologies, Inc., operating its business under the trade name Schwazze (the “Company”) filed a Form
8-K in connection with the completion of the Agreement and Plan of Merger (the “Merger Agreement”) with Mesa Organics,
Ltd (“Mesa”). Upon consummation of the Merger, the Company acquired ownership of Mesa’s subsidiaries, which are
in the business of owning and operating certain marijuana establishments in the state of Colorado, pursuant to the MED and local
licenses.
This Form 8-K/A amends
the Form 8-K the Company filed on April 24, 2020 to include (i) unaudited financial statements as of, and for the three months
ended, March 31, 2020 of Mesa, (ii) audited financial statements as of, and for the year ended, December 31, 2019 of Mesa, and
(iii) unaudited pro forma condensed combined financial information of the Company giving effect to the Mesa Merger Agreement, required
by Items 9.01(a) and 9.01(b) of Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and
Exhibits.
(a) Financial Statements of Business
Acquired
1. The unaudited financial
statements of Mesa and the notes thereto, for the three months ended March 31, 2020 and 2019, are included as Exhibit 99.1 hereto
and are incorporated herein by reference.
2. The audited financial
statements of Mesa and the notes thereto, for the year ended December 31, 2019, are included as Exhibit 99.1 hereto and are incorporated
herein by reference.
(b) Pro Forma Financial Information
The following unaudited
pro forma condensed combined financial information of the Company, giving effect to the Mesa Merger, is included in Exhibit 99.2
hereto and is incorporated herein by reference:
1. Unaudited Pro Forma
Condensed Combined Balance Sheet as of March 31, 2020;
2. Unaudited Pro Forma
Condensed Combined Statement of Operations for the three months ended March 31, 2020; and
3. Unaudited Pro Forma
Condensed Combined Statement of Operations for the year ended December 31, 2019.
(d) 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
hereunto duly authorized.
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Medicine Man Technologies, Inc.
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July 2, 2020
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By:
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/s/ Justin Dye
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Date
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Justin Dye. Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Nancy Huber
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Nancy Huber, Chief Financial Officer
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(Principal Financial and Accounting Officer)
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