Amended Current Report Filing (8-k/a)
May 18 2021 - 4:08PM
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):
March 2, 2021
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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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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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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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☒
Section 2 Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 8, 2021, Medicine
Man Technologies, Inc., operating its business under the trade name Schwazze (the “Company”) filed a Current Report on Form
8-K in connection with the completion of the acquisition under Asset Purchase Agreements (the “Agreements”) with SB Arapahoe
LLC (“Arapahoe”) and KEW LLC (“KEW”).
This Form 8-K/A amends the
Form 8-K the Company filed on March 8, 2021 to include (i) unaudited financial statements as of, and for the nine months ended, September
30, 2020 of Arapahoe and KEW (ii) audited financial statements as of, and for the year ended, December 31, 2019 of Arapahoe and KEW, and
(iii) unaudited pro forma condensed combined financial information of the Company giving effect to the Arapahoe and KEW agreements, 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 Arapahoe and KEW and the notes thereto, for the nine months ended September 30, 2020 and 2019, are included as Exhibit 99.1
hereto and are incorporated herein by reference.
2. The audited financial statements
of Arapahoe and KEW 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 Arapahoe and KEW Agreements, is included in Exhibit
99.2 hereto and is incorporated herein by reference:
1. Unaudited Pro Forma Condensed
Combined Balance Sheet as of September 30, 2020;
2. Unaudited Pro Forma Condensed
Combined Statement of Operations for the nine months ended September 30, 2020; and
3. Unaudited Pro Forma Condensed
Combined Statement of Operations for the year ended December 31, 2019.
(c) 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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By:
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/s/ Justin Dye
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Date: May 18, 2021
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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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