SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
Date of Report (Date of earliest event reported): December 9,
Medicine Man Technologies,
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other
Jurisdiction of Incorporation)
4880 Havana Street, Suite 201
|(Address of Principal
Telephone Number, Including Area Code)
|(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:
pursuant to Rule 425 under the Securities Act (17 CFR
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of Each Class
Each Exchange On Which Registered
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 5, 2019, Andy Williams resigned as Chief Executive
Officer of Medicine Man Technologies, Inc. (the “Company”) and Mr.
Joe Puglise was removed as Chief Operating Officer of the Company.
Mr. Williams continues to serve the Company in his role as a member
on the Company’s Board of Directors, serving as its Vice-Chair, and
was also appointed President of the Company.
On December 5, 2019, Justin Dye, Chairman of the Board of the
Company, was appointed as Chief Executive Officer. Mr. Dye has
served as a director and Chairman since June 2019. Mr. Dye will now
serve as Executive Chairman of the Board of Directors. Mr. Dye has
25 years of experience in private equity, general management,
operations, strategy, corporate finance, and M&A. Prior to
founding Dye Capital & Company in 2018, he served as an
integral part of the private equity consortium that acquired
Albertsons Companies (“Albertsons”) and led its expansion through
over $40 billion in acquisitions, divestitures, real estate and
financing transactions. During his 11-year tenure as Chief Strategy
Officer, Chief Operating Officer, and Chief Administration Officer,
Albertsons grew sales from approximately $10 billion to over $60
billion with over 2,300 stores and 285,000 employees. Prior to
Albertsons, Justin held roles at Cerberus Capital Management,
General Electric and Arthur Andersen. Justin serves as lead
director for New Seasons Market and is a member of the DePauw
University Board of Trustees.
Mr. Dye was previously appointed director of the Company pursuant
to, and upon the initial closing on June 5, 2019 of the securities
purchase agreement between the Company and Dye Capital Cann
Holdings, LLC, pursuant to which the Company agreed to sell to Dye
Capital, and Dye Capital agreed to purchase from the Company, up to
7,000,000 shares of common stock at $2.00 per share and warrants to
purchase 100% of the number of shares of common stock sold. At the
initial closing on June 5, 2019, the Company sold to Dye Capital
1,500,000 shares and 1,500,000 warrants for gross proceeds of
$3,000,000, and has consummated subsequent closings for an
aggregate of 9,100,000 shares of common stock and warrants to
purchase 9,100,000 shares of common stock for aggregate gross
proceeds of $18,200,000 to the Company.
On December 5, 2019, Robert DeGabrielle, member on the Board of
Directors of the Company, has been named Chief Operating Officer.
Mr. DeGabrielle has served as a director since June 5, 2019. Mr.
DeGabrielle has over 40 years of experience in acquiring,
developing, managing and selling commercial and residential real
estate. Since 1996, Mr. DeGabrielle been Managing Partner of Los
Suenos Farms LLC, a real estate company. Mr. DeGabrielle also owns
two Colorado Retail Marijuana Cultivation Licenses, Farm Boy LLC
and Baseball 18 LLC, both doing business as Los Suenos Farms. Los
Sueños Farms. is the largest cannabis farm in North America, with
36 acres of farmland under cultivation with natural sun-grown
cannabis, and an additional 36,000 square feet of cannabis
greenhouses. Since 2015, Mr. DeGabrielle has served on the board of
Colorado Leads, the leading cannabis industry association in
Colorado. Mr. DeGabrielle was also a founding member of the
Cannabis Trade Association, the leading cannabis industry
association in the United States. Mr. DeGabrielle’s business
executive experience and substantive knowledge of and leadership in
the Colorado cannabis industry qualifies him to serve on our Board
Mr. DeGabrielle was previously appointed a director of the Company
in connection with the binding term sheet (the “Farm Boy Term
Sheet”) dated May 24, 2019 (the “Farm Boy Execution Date”) among
the Company, Farm Boy, LLC (“Farm Boy”) and Baseball 18, LLC
(“Baseball”), setting forth the terms of the acquisition by the
Company of 100% of the capital stock and assets of Farm Boy and
Baseball respectively (the “Farm Boy Acquisition”). Mr. DeGabrielle
is the 100 percent owner Farm Boy, LLC and Baseball 18, LLC.
On December 5, 2019 Nancy Huber, age 61, was named Chief Financial
Officer. Ms. Huber joined the Company in August as Senior Vice
President of Finance and has more than 30 years of experience and
significant expertise with consumer-packaged goods companies.
Before joining the Company, she served as Chief Financial Officer
for Forward Food LLC from September 2007 to April 2019.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December 5, 2019, the Board of Directors of the Company approved
amended and restated bylaws of the Company. The following is a
summary of the material amendments to the bylaws:
||added specific language requiring advanced notice of topics to
be discussed and voted on at stockholder meetings
||Procedure for Calling a Shareholder Meeting
||eliminated the ability of stockholders with 10% interest to
call a special meeting
||Director and Officer Indemnification
||added more robust indemnification language
||included language clarifying that this is a contractual
obligation of the company to the directors and officers
||added language requiring a 2/3rds majority of Shareholders to
amend the Bylaws.
||Added designation of certain officers as executive officers
added certain officer descriptions and modified certain
descriptions of officer roles and responsibilities.
||Added provisions to address potential unsuitable or prohibited
beneficial owners in connection with licensing requirements which
require shares to be subject to redemption to prevent loss of or to
reinstate any license.
This report contains "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Such statements may be
preceded by the words "intends," "may," "will," "plans," "expects,"
"anticipates," "projects," "predicts," "estimates," "aims,"
"believes," "hopes," "potential" or similar words. Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs,
expectations, and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy, and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Such risks and uncertainties include, without limitation,
risks, and uncertainties associated with (i) regulatory limitations
on our products and services; (ii) our ability to complete and
integrate acquisitions; (iii) general industry and economic
conditions; and (iv) our ability to access adequate financing on
terms and conditions that are acceptable to us, as well as other
risks identified in our filings with the SEC. The Company assumes
no obligation to publicly update or revise its forward-looking
statements as a result of new information, future events, or
Statements and Exhibits.
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.
Chief Executive Officer
Medicine Man Technologies (QX) (USOTC:SHWZ)
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