UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Medicine
Man Technologies, Inc. |
(Name
of Issuer) |
Common Stock, par value $0.001 per share
|
(Title
of Class of Securities) |
584680106
|
(CUSIP
Number) |
Marc R. Rubin
CRW Capital, LLC
4740 W. Mockingbird Lane
P.O. Box 195579
(617) 356-7415
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
February
26, 2021 |
(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, 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 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 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).
CUSIP
No. 584680106 |
Schedule
13D |
Page
2 of 11 |
1 |
NAMES OF REPORTING PERSONS
CRW Capital, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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
0 |
8 |
SHARED VOTING POWER
21,125,000*
|
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
21,125,000* |
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,125,000*
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%**
|
14
|
TYPE OF REPORTING PERSON
OO (limited liability company)
|
* Represents shares of Common Stock of Medicine Man Technologies,
Inc., a Nevada corporation (the “Issuer”), which would be received
upon conversion of shares of the Issuer’s Series A Cumulative
Convertible Preferred Stock (the “Series A Preferred Shares”), as
of the date of the issuance of such Series A Preferred Shares. Each
Series A Preferred Share shall be convertible into that number of
shares of Common Stock equal to the preference amount (initially
$1,000) plus any accrued dividends with respect to such share,
divided by the conversion price (initially $1.20), subject to
adjustment as set forth in the Certificate of Designation for the
Series A Preferred Shares (the “Certificate of Designation”). The
Series A Preferred Shares earn a cumulative dividend of 8% per
annum.
** The aggregate percentage of class of Common Stock reported
herein is based upon 42,601,768 shares of Common Stock outstanding
as of February 17, 2021, as disclosed by the Issuer in the Purchase
Agreement (defined below), adjusted to include shares issuable upon
conversion of Series A Preferred Shares held by CRW Capital Cann
Holdings, LLC.
CUSIP No.
584680106 |
Schedule
13D |
Page 3 of
11 |
1 |
NAMES OF REPORTING PERSONS
CRW Capital Cann Holdings, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
WC
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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
0 |
8 |
SHARED VOTING POWER
21,125,000*
|
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
21,125,000* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,125,000*
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%**
|
14
|
TYPE OF REPORTING PERSON
OO (limited liability company)
|
|
|
|
|
|
* Represents shares of Common Stock of the Issuer which would be
received upon conversion of Series A Preferred Shares, as of the
date of the issuance of such Series A Preferred Shares. Each Series
A Preferred Share shall be convertible into that number of shares
of Common Stock equal to the preference amount (initially $1,000)
plus any accrued dividends with respect to such share, divided by
the conversion price (initially $1.20), subject to adjustment as
set forth in the Certificate of Designation. The Series A Preferred
Shares earn a cumulative dividend of 8% per annum.
** The aggregate percentage of class of Common Stock reported
herein is based upon 42,601,768 shares of Common Stock outstanding
as of February 17, 2021, as disclosed by the Issuer in the Purchase
Agreement (defined below), adjusted to include shares issuable upon
conversion of Series A Preferred Shares held by CRW Capital Cann
Holdings, LLC.
CUSIP No.
584680106 |
Schedule
13D |
Page 4 of
11 |
1 |
NAMES OF REPORTING PERSONS
Marc R. Rubin
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e) ☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED VOTING POWER
21,125,000*
|
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
21,125,000* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,125,000*
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%**
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
* Represents shares of Common Stock of the Issuer which would be
received upon conversion of Series A Preferred Shares, as of the
date of the issuance of such Series A Preferred Shares. Each Series
A Preferred Share shall be convertible into that number of shares
of Common Stock equal to the preference amount (initially $1,000)
plus any accrued dividends with respect to such share, divided by
the conversion price (initially $1.20), subject to adjustment as
set forth in the Certificate of Designation. The Series A Preferred
Shares earn a cumulative dividend of 8% per annum.
** The aggregate percentage of class of Common Stock reported
herein is based upon 42,601,768 shares of Common Stock outstanding
as of February 17, 2021, as disclosed by the Issuer in the Purchase
Agreement (defined below), adjusted to include shares issuable upon
conversion of Series A Preferred Shares held by CRW Capital Cann
Holdings, LLC.
CUSIP No.
584680106 |
Schedule
13D |
Page 5 of
11 |
1 |
NAMES OF REPORTING PERSONS
Jeffrey A. Cozad
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e) |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED VOTING POWER
21,125,000*
|
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
21,125,000* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,125,000*
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%**
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
* Represents shares of Common Stock of the Issuer which would be
received upon conversion of Series A Preferred Shares, as of the
date of the issuance of such Series A Preferred Shares. Each Series
A Preferred Share shall be convertible into that number of shares
of Common Stock equal to the preference amount (initially $1,000)
plus any accrued dividends with respect to such share, divided by
the conversion price (initially $1.20), subject to adjustment as
set forth in the Certificate of Designation. The Series A Preferred
Shares earn a cumulative dividend of 8% per annum.
** The aggregate percentage of class of Common Stock reported
herein is based upon 42,601,768 shares of Common Stock outstanding
as of February 17, 2021, as disclosed by the Issuer in the Purchase
Agreement (defined below), adjusted to include shares issuable upon
conversion of Series A Preferred Shares held by CRW Capital Cann
Holdings, LLC.
CUSIP No.
584680106 |
Schedule
13D |
Page 6 of
11 |
Item 1. Security and
Issuer.
This Schedule 13D relates to shares of common stock, par value
$0.001 per share (the “Common Stock”), of Medicine Man
Technologies, Inc., a Nevada corporation (the “Issuer”),
which may be deemed to be beneficially owned by the Reporting
Persons (defined below) by virtue of their direct and indirect
beneficial ownership of shares of the Issuer’s Series A Cumulative
Convertible Preferred Stock, par value $0.001 per share (the
“Series A Preferred Shares”). The Series A Preferred Shares
are convertible into shares of Common Stock upon the events
specified in the Issuer’s Certificate of Designation relating the
Series A Preferred Shares (the “Certificate of
Designation”). Each Series A Preferred Share shall be
convertible into that number of shares of Common Stock equal to the
preference amount (initially $1,000.00) plus any accrued dividends
with respect to such share, divided by the conversion price
(initially $1.20), subject to adjustment as set forth in the
Certificate of Designation. The Series A Preferred Shares earn a
cumulative dividend of 8% per annum.
The Issuer’s principal executive offices are located at 4880 Havana
Street, Suite 201, Denver, Colorado 80239.
Item 2. Identity and
Background.
The persons filing this Schedule 13D (each, a “Reporting
Person” and together, the “Reporting Persons”) are:
|
(i) |
CRW Capital, LLC, a Delaware limited liability company; |
|
(ii) |
CRW Capital Cann Holdings, LLC, a Delaware limited liability
company (“CCC Holdings”); |
|
(iii) |
Marc R. Rubin, a United States citizen; and |
|
(iv) |
Jeffrey A. Cozad, a United States citizen. |
Each Reporting Person’s business address is 4740 W. Mockingbird
Lane, P.O. Box 195579, Dallas, Texas 75209. The principal
businesses of CRW Capital, LLC and CCC Holdings are investment
management and investment, respectively. Mr. Rubin is an investor
and the principal of Revity Capital Partners, LLC, an investment
firm based in Needham Massachusetts. Mr. Cozad is an investor and
the managing partner of Cozad Investments, LP, a single family
office based in Dallas, Texas, the address of which is 4740 W.
Mockingbird Lane, P.O. Box 195579, Dallas, Texas 75209.
During the last five years, none of the Reporting Persons has been
(i) convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
Item 3. Source and Amount of
Funds or Other Consideration.
CCC Holdings used an aggregate of $25,350,000.00 in cash to
purchase Series A Preferred Shares from the Issuer in a private
placement. CCC Holdings obtained the funds for the purchase of the
Series A Preferred Shares through capital contributions from its
members.
CUSIP No.
584680106 |
Schedule
13D |
Page 7 of
11 |
Item 4. Purpose of
Transaction.
On February 26, 2021, CCC Holdings entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with the
Issuer pursuant to which the Issuer agreed to issue and sell to CCC
Holdings up to 30,000 Series A Preferred Shares, at a price of
$1,000 per share, in one or more closings on or before March 5,
2021 (subject to extension by mutual agreement). On the same date,
CCC Holdings and the Issuer entered into a letter agreement (the
“Letter Agreement”) relating to CCC Holdings’ investment in
the Issuer.
Pursuant to the Purchase Agreement, CCC Holdings purchased 23,250
Series A Preferred Shares on February 26, 2021 and 2,100 additional
Series A Preferred Shares on March 3, 2021, for aggregate purchase
price of $25,350,000.00.
The Purchase Agreement contains the following covenants:
|
· |
Lock-Up: CCC
Holdings may not sell or transfer any shares of Common Stock
issuable upon conversion of the Series A Preferred Shares on or
before the first anniversary of the date the Series A Preferred
Shares were acquired. Thereafter, CCC Holdings is prohibited from
selling or transferring more than (i) up to 25% of the shares of
Common Stock issuable upon conversion of the Series A Preferred
Shares during the 6-month period following the initial one-year
holding period, and (ii) up to 50% of the shares of Common Stock
issuable upon conversion of the Series A Preferred Shares during
the 6-month period following the period described in clause (i)
above (including any shares of Common Stock sold under clause (i)).
The lock-up is subject to certain exceptions described in the
Purchase Agreement and will terminate upon the occurrence of a
Listing Event (as defined in the Certificate of
Designation). |
|
· |
Registration
Rights: The Issuer granted CCC Holdings certain demand and
piggyback registration rights with respect to the shares of Common
Stock issuable upon conversion of the Series A Preferred
Shares. |
|
· |
Equity Incentive
Plan Limitation: For as long as CCC Holdings holds any Series A
Preferred Shares, the Issuer may not have issued and outstanding
awards under any equity incentive plan for the issuance of shares
of Common Stock representing more than 12% of the then-issued and
outstanding shares of Common Stock (calculated on an as-converted,
fully-diluted basis, excluding warrants) in the aggregate without
prior written consent of holders of a majority of the
then-outstanding Series A Preferred Shares. |
Under the Letter Agreement, CCC Holdings has the following
rights:
|
· |
Board Appointment
Right: For as long as CCC Holdings owns, in the aggregate, at
least $15,000,000 of Series A Preferred Shares (calculated on an
as-converted basis based on the volume weighted average price of
the Common Stock over a 30-day period) or continues to hold at
least 15,000 Series A Preferred Shares, the Issuer is required to
use best efforts to cause one individual designated by CCC Holdings
to be appointed, and thereafter elected, to the Issuer’s board of
directors (the “Issuer Board”). For as long as CCC Holdings
has the right to designate a member of the Issuer Board, each
committee of the Issuer Board shall include CCC Holdings’ designee
as a member or, if CCC Holdings so elects, as an observer. Mr.
Cozad is the initial designee of CCC Holdings to the Issuer
Board. |
|
· |
Inspection and
Informational Rights: For as long as CCC Holdings has the right
to designate a member of the Issuer Board, CCC Holdings has a right
to examine the Issuer’s books and records, inspect its facilities
and to receive certain information from the Issuer. |
CUSIP No.
584680106 |
Schedule
13D |
Page 8 of
11 |
|
· |
Most Favored
Nation: If the Issuer in the future issues any rights or
benefits containing provisions that are more favorable than those
set forth in the Purchase Agreement or the Certificate of
Designation to any holder of Series A Preferred Shares who acquires
an amount of Series A Preferred Shares that is less than or equal
to the amount of Series A Preferred Shares acquired by CCC
Holdings, the Issuer must make such provisions (or any more
favorable portion thereof) available to CCC Holdings. |
|
· |
Participation
Right: For as long as CCC Holdings has the right to designate a
member of the Issuer Board, if the Issuer, directly or indirectly,
plans to issue, sell or grant any securities or options to purchase
any of its securities, CCC Holdings has a right to purchase its pro
rata portion of such securities, based on the number of Series A
Preferred Shares beneficially held by CCC Holdings on the
applicable date on an as-converted to Common Stock basis divided by
the total number of shares of Common Stock outstanding on such date
on an as-converted, fully-diluted basis (taking into account all
outstanding securities of the Issuer regardless of whether the
holders of such securities have the right to convert or exercise
such securities for Common Stock at the time of determination). The
participation right does not apply to certain securities, such as
securities issued to any employee, officer, director or consultant
of the Issuer pursuant to any incentive equity plan that has been
approved by the Issuer Board. |
|
· |
Prohibition on
Senior Securities: For as long as CCC Holdings has the right to
designate a member of the Issuer Board, the Issuer may not issue
any Senior Securities (as defined in the Certificate of
Designation) without the written consent of CCC
Holdings. |
|
· |
Monitoring Fee:
The Issuer will pay CCC Holdings a monitoring fee equal to
$150,000, payable in monthly installments of $10,000. |
Unless earlier terminated, the Letter Agreement terminates upon the
earlier of: (i) such time as CCC Holdings does not hold any shares
of the Issuer’s stock, (ii) a Listing Event (as defined in the
Certificate of Designation ), or (iii) the completion of a Change
of Control Transaction (as defined in the Certificate of
Designation).
The foregoing descriptions of the Purchase Agreement and the Letter
Agreement are qualified in their entirety by reference to the full
text of such agreements, copies of which are filed as exhibits to
this Schedule 13D and incorporated by reference herein.
The Reporting Persons acquired the securities described in this
Schedule 13D for investment purposes and they intend to review
their investments in the Issuer on a continuing basis. Any actions
the Reporting Persons might undertake will be dependent upon the
Reporting Persons’ review of various factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business,
financial condition, operations and prospects; price levels of the
Issuer’s securities; general market, industry and economic
conditions; the relative attractiveness of alternative business and
investment opportunities; and other future developments. The
Reporting Persons may, at any time and from time to time, acquire
additional securities of the Issuer, or retain or sell (subject to
the lock-up) all or a portion of the securities then held, in the
open market or in privately negotiated transactions. In addition,
the Reporting Persons or CCC Holdings’ designee to the Issuer’s
Board may engage in discussions with management, members of the
Issuer Board, and shareholders of the Issuer and other relevant
parties which may include discussions regarding the corporate
governance, financial condition, strategic transactions and/or
operations of the Issuer.
CUSIP No.
584680106 |
Schedule
13D |
Page 9 of
11 |
Other than as described above, none of the Reporting Persons
currently has any plans or proposals that relate to, or would
result in, any of the matters listed in Items 4(a)–(j) of Schedule
13D, although, depending on the factors discussed herein, the
Reporting Persons may change their purpose or formulate different
plans or proposals with respect thereto at any time.
Item 5. Interest in
Securities of the Issuer.
|
(a) |
The aggregate number and percentage of shares of Common Stock
to which this Schedule 13D relates is 21,125,000 shares of Common
Stock, constituting approximately 33.2% of the Issuer’s outstanding
shares of Common Stock. The aggregate percentage of class of Common
Stock reported herein is based upon 42,601,768 shares of Common
Stock outstanding as of February 17, 2021, as disclosed by the
Issuer in the Purchase Agreement, adjusted to include shares
issuable upon conversion of Series A Preferred Shares held by CCC
Holdings. |
|
(b) |
Each of the Reporting Persons share voting and investment power
with respect to all shares reported under this Schedule 13D. |
|
(c) |
Except as set forth in this Schedule 13D, none of the Reporting
Persons has engaged in any transaction with respect to the Common
Stock during the sixty days prior to the date of filing of this
Schedule 13D. |
|
(d) |
To the best knowledge of the Reporting Persons, no one other
than the Reporting Persons, or the members or other equity owners
of the Reporting Persons, is known to have the right to receive, or
the power to direct the receipt of, dividends from, or proceeds
from the sale of, the shares of Common Stock reported herein as
beneficially owned by the Reporting Persons. |
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer Interest in Securities of the
Issuer.
Item 4 summarizes certain provisions of the Purchase Agreement and
the Letter Agreement and is incorporated by reference herein.
Copies of such agreements are filed as exhibits to this Schedule
13D and incorporated by reference herein.
Except as set forth above, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including but not limited to, any contracts, arrangements,
understandings or relationships concerning the transfer of voting
of such securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
CUSIP No.
584680106 |
Schedule
13D |
Page 10
of 11 |
Item 5. Materials to be Filed
as Exhibits.
Exhibit No. |
Description |
1
|
Joint Filing Agreement.
|
2
|
Securities Purchase Agreement, dated
February 26, 2021, between Medicine Man Technologies, Inc. and CRW
Capital Cann Holdings, LLC (incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed on March 4, 2021, File
No. 000-55450)
|
3
|
Letter Agreement, dated February 26,
2021, between Medicine Man Technologies, Inc. and CRW Capital Cann
Holdings, LLC (incorporated by reference to Exhibit 10.2 to the
Issuer’s Form 8-K filed on March 4, 2021, File No. 000-55450)
|
CUSIP No.
584680106 |
Schedule
13D |
Page 11
of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 9, 2021
|
CRW
CAPITAL, LLC |
|
|
|
/s/
Marc R. Rubin |
|
By: Marc R. Rubin
Title: Treasurer
|
|
|
CRW
Capital Cann Holdings,
LLC |
|
|
|
|
|
/s/
Marc R. Rubin |
|
|
By: Marc R. Rubin
Title: Treasurer
|
|
|
|
/s/
Marc R. Rubin |
|
Marc
R. Rubin |
|
|
|
/s/
Jeffrey A. Cozad |
|
Jeffrey
A. Cozad |
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13D, including
all amendments thereto, with respect to the common stock, par value
$0.001 per share, of Medicine Man Technologies, Inc., and further
agree that this Joint Filing Agreement shall be included as an
exhibit to the first such joint filing and may, as required, be
included as an exhibit to subsequent amendments thereto.
Each of the undersigned agrees and acknowledges that each party
hereto is (i) individually eligible to use such Schedule 13D
and (ii) responsible for the timely filing of such Schedule
13D and any and all amendments thereto, and for the completeness
and accuracy of the information concerning such party contained
therein; provided that no party is responsible for
the completeness and accuracy of the information concerning any
other party unless such party knows or has reason to believe that
such information is inaccurate.
This Joint Filing Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the
same instrument. A facsimile, telecopy or other reproduction of
this Joint Filing Agreement may be executed by one or more parties
hereto, and an executed copy of this Joint Filing Agreement may be
delivered by one or more parties hereto by facsimile or similar
instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and
effective for all purposes as of the date hereof.
[signature page follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement as of this 9th day of March, 2021.
|
CRW CAPITAL, LLC |
|
|
|
/s/ Marc R. Rubin |
|
By: Marc R. Rubin
Title: Treasurer
|
|
|
CRW Capital Cann Holdings,
LLC |
|
|
|
|
|
/s/ Marc R. Rubin |
|
|
By: Marc R. Rubin
Title: Treasurer
|
|
|
|
/s/ Marc R. Rubin |
|
Marc R.
Rubin |
|
|
|
/s/ Jeffrey A.
Cozad |
|
Jeffrey
A. Cozad |
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