SHWZ Medicine Man Technologies Inc (CE)

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This Information Statement and other reports that we file with the SEC contain certain forward-looking statements that involve risks and uncertainties relating to, among other things, the closing of the Merger transaction and our future financial performance or future events. Forward-looking statements give management's current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this Information Statement, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plans," "potential," "projects," "ongoing," "expects," "management believes," "we believe," "we intend," and similar expressions. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from the results set forth in the information statement. You should not place undue reliance on these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors such as:

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

For a detailed discussion of these and other risk factors, please refer to our filings with the SEC on Forms 10-K, 10-Q and 8-K. You can obtain copies of these reports and other filings for free at the SEC's Web site at www.sec.gov or from commercial document retrieval services.

GENERAL

This Information Statement is being furnished to all of our stockholders of record on February 27, 2017 in connection with the approval by our Board of Directors and our controlling stockholders of a Merger Agreement (the “Pono Agreement”) with Pono Publications Ltd.,(“Pono”) as well as a Share Exchange Agreement (the “SN Agreement”) with Success Nutrients, Inc. (“SN”) (the Merger with Pono and the Share Exchange with SN are hereinafter jointly referred to as the “Transactions” or a “Transaction”), each a Colorado corporation, in order to facilitate our acquisition of both of these entities. The Pono Agreement and SN Agreement have each been approved by both our Board of Directors and the consent of the holders of a majority of our issued and outstanding common shares. The filing of the Statement of Merger for the Pono transaction and the Statement of Share Exchange and Articles of Exchange for the SN Transaction are required by the laws of the state of Colorado and Nevada, as applicable.

Pursuant to both the Pono Agreement and SN Agreement, we will, among other things, issue 3,500,000 “restricted” shares of our authorized but previously unissued common stock to the stockholders of both Pono and SN in exchange for all of their issued and outstanding common stock. There will then be 17,470,944 shares of our Common Stock issued and outstanding. Each share of common stock being issued to the shareholders of Pono and SN in the Transactions shall be voting securities and shall contain the same rights as those held by our current shareholders. We have no other classes of our securities issued or outstanding.

On the Effective Date of both Transactions we will be a holding company with two wholly owned subsidiaries, including Success Nutrients Inc., a Colorado corporation, and Medicine Man Consulting Inc, which will include our current consulting business as well as Pono’s current business. Our voting control will not change. Charles Haupt shall become a director of our Company and Joshua Haupt will be appointed as our Chief Cultivation Officer, but the remainder of our directors and executive officers will remain as they consist currently.

The Pono and SN Agreements closed on February 27, 2017, and will each become effective upon the filing of Statement of Merger with the Secretary of State in Colorado and Statement of Share Exchange and Articles of Exchange with the Colorado Secretary and State and Nevada Secretary of State, respectively, which is expected to occur twenty (20) days after the dissemination of this Information Statement. For accounting purposes, the effective date of these transactions will be March 1, 2017.

The elimination of the need for a special meeting of stockholders to approve the proposals set forth above is authorized by Section 320 of the Nevada Revised Statutes (referred to herein as the "NRS"), which provides that any action required or permitted to be taken at a meeting of stockholder may be taken without a meeting if a written consent is signed by stockholders holding at least a majority of the voting power of the corporation, except that if a different proportion of voting power is required for such action at a meeting, then that proportion of written consents is required. Where an action is authorized by written consent, no meeting of stockholders need be called nor notice given.

Pursuant to the NRS, a majority of the outstanding shares of voting stock entitled to vote thereon is required in order to approve the proposed actions set forth herein. In order to eliminate the costs and management time involved in holding a special meeting of stockholders and in order to approve the Transactions, the Board of Directors decided to use the written consent of the holders of a majority of our outstanding common stock in lieu of a stockholders' meeting.

Our controlling stockholders, who currently beneficially own approximately 51.7% of our outstanding common stock gave their written consent to the foregoing on February 27, 2017. Accordingly, the Transactions will not be submitted to our other stockholders for a vote and this Information Statement is being furnished to our stockholders only to provide the prompt notice of the taking of such actions.

The following shareholders are the Majority Shareholders who voted unanimously for the proposal, making up a total of 5,415,384 shares of Common Stock, or 51.7% of the total shares of Common Stock outstanding as of the Record Date:

We will pay all costs associated with the distribution of this Information Statement.

SUMMARY

This summary highlights selected information set forth herein and may not contain all of the information that is important to you. To understand fully the Transactions you should carefully read this entire Information Statement and the accompanying documents to which we refer. See "Where You Can Find More Information." The Pono Agreement, SN Agreement, the Colorado Statement of Merger and the Colorado Statement of Share Exchange and Nevada Articles of Exchange are attached as exhibits to this Information Statement. We encourage you to read these documents.

Parties to the Pono Merger:

Medicine Man Technologies, Inc. and its wholly owned subsidiary, Medicine Man Consulting, Inc.

4880 Havana St.

Suite 102 South

Denver, CO 80239

Pono Publications Ltd.

6660 East 47 ^th Ave.

Denver, CO 80216

Parties to the SN Share Exchange:

Medicine Man Technologies, Inc.

4880 Havana St.

Suite 102 South

Denver, CO 80239

Success Nutrients Inc.

6660 East 47 ^th Ave.

Denver, CO 80216

Business of Success Nutrients Inc.

SN was incorporated in Colorado on May 5, 2015. Since inception SN has been engaged in the manufacturing and wholesale and retail distribution of nine different plant nutrients for cannabis, each of which comes in three separate sizes and which has been primarily marketed to the cannabis industry, more specifically, cultivation experts and other growers in the cannabis industry in Colorado. The custom manufacturing is contracted with Innovak Industries, Inc., El Paso, Texas. Each of SN’s nine product lines are sold in three separate sizes, with retail pricing ranging from $25-$30 for small packages up to a range of $200-$300 for large packages.

The development of SN’s product line was the result of consolidation of all the micro and macro nutrients found to produce the most grams of cannabis flower per square foot while achieving the highest quality possible. Until January 2017, SN’s operations were primarily directed towards in the cannabis industry in the state of Colorado. Subsequently, SN’s products were successfully registered with the state agricultural departments for California, Oregon, Washington, Arizona and Michigan, as well as in Canada. Prior to obtaining this registration the SN products were only able to be purchased online. As a result of being registered, all SN products can now be displayed on retail shelves in those aforesaid states.

SN’s goal is to revolutionize modern cannabis gardening as it is currently known with an emphasis on stronger plants, healthy flowers and an overall cleaner product. Generally, growers of cannabis have been able to generate approximately 1.5 lbs per grow light. By using both the nutrients offered by SN, together with the process offered by Pono, results have more than doubled in some cases. While no assurances can be provided, we believe that this will add substantial growth to our existing cannabis consulting operation, especially as the cannabis industry continues to grow and expand as additional states approve the use and cultivation of medical and recreational marijuana. We believe that if we offer prospective new clients the opportunity to learn cultivation techniques that allow them to increase production over their competitors, our business will increase, which is one of the primary purposes of the Transactions.

Pursuant to the terms of the SN Agreement, SN is obligated to provide independent audited financial statements since its inception in 2015 to us, which shall be filed as an amendment to our Form 8-K to be filed with the US Securities and Exchange Commission relating to our acquisition of SN upon effectiveness within 75 days of such effective date. SN was incorporated in May 2015 but did not commence operations until June 2015. Therefore, information provided for 2015 represents only a partial initial year of operations.

Business of Pono

Pono was incorporated in the State of Colorado on February 16, 2015. It is the holder of all intellectual property rights relating to the cannabis cultivation of full scale commercial grow operations utilized and proposed to be utilized by our current and future clients. No patents have been filed to protect the various methods and expertise utilized for these commercial grows because of the federal prohibition on cannabis.

“Three-a-light” is a tutorial for how to grow cannabis plants for the individual grower growing for his own benefit or caregiver growing for their patients in a limited grow. The book is currently offered on Amazon at a price of $500 per copy, the highest price for a book offered by Amazon. To date, approximately 1,100 books have been sold.

There are key differences between growing cannabis indoors and outdoors. While outdoor crops can yield more, the quality of indoor cannabis cannot be matched. This book teaches the secrets of getting the greatest yield without sacrificing quality and includes a step-by-step marijuana growing guide from seed to finished flower. It provides a simple approach to a very painstaking and complex process. It contains illustrations on how to grow cannabis and covers the nine vital components of growing marijuana indoors in order to achieve the highest average yield per light.

The following is selected unaudited financial data of Pono. Pursuant to the terms of the Pono Agreement, Pono is obligated to provide independent audited financial statements since its inception in 2015 to us, which shall be filed as an amendment to our Form 8-K to be filed with the US Securities and Exchange Commission relating to our acquisition of SN upon effectiveness within 75 days of such effective date. Pono was incorporated in February 2015 but did not commence operations until November 2015. Therefore, information provided for 2015 represents only a very short initial year of operations.

Structure of the Transactions

Upon filing of Statement of Merger with the Colorado Secretary of State relative to the Pono Transaction and the Statement of Share Exchange and Articles of Exchange with the office of the Secretary of State of Nevada and Colorado relative to the SN Transaction, respectively, referred to herein as the "Effective Time” we will issue an aggregate of 7,000,000 shares of our common stock to the Pono and SN stockholders in exchange for 100% of the issued and outstanding shares of each of their capital stock. SN will become a wholly owned subsidiary of our Company, while Pono will be consolidated with and into our current cannabis consulting company, Medicine Man Consulting, Inc. (“MMC”), currently a wholly owned subsidiary of our Company. All our current management will remain in place, but Charles Haupt will be added as a member of our Board of Directors and Josh Haupt will become the Chief Cultivation Officer of MMT and MMC.

As a result of the issuance of shares of our common stock in exchange for the outstanding shares of Pono and SN capital stock, at the Effective Time the stockholders of both Pono and SN will become stockholders of our Company and each of Pono and SN shareholders will own approximately 20% of our then issued and outstanding shares of common stock and our current stockholders will own approximately 60% of our issued and outstanding shares of common stock.

Upon completion of the Transactions we will assume SN and Pono’s assets, liabilities and plans of operation, but will only receive nominal cash. All liabilities will be paid in full. As a result of these Transactions we may require additional financing to implement our anticipated expansion fully. There can be no assurance that any future financing can be secured on reasonable terms, or at all.

Our current stockholders will be diluted by the issuance of shares of our common stock in the Transactions and may be diluted by future issuances of securities and sales of our securities to satisfy our working capital needs.

Reasons for the Transactions

Our Board of Directors considered various factors in approving the terms of the Transactions and believes the acquisition of SN and Pono will be in the best interest of our stockholders. Our Board analyzed both company’s operations, prospects and managerial resources and believes that acquiring both SN and Pono will increase the quality of our consulting operations.

Cost and Expenses of the Transactions

The SN and Pono Agreements provides that all costs and expenses in connection with the two Transactions will be paid by the party incurring such costs and expenses.

Dissenting Shareholders Rights

Under applicable Nevada law, our stockholders have the right to demand appraisal of their shares in connection with either of the Transactions. Pursuant to NRS 92A.430(c), we hereby provide notice to those shareholders of our Company who wish to exercise their dissenting shareholder rights. In this regard, we state as follows:

A dissenting shareholder should complete the information required under Nevada law, sign their notice before a notary public and send the notice as described above.

Directors and Executive Management Following the Transactions

Following completion of the Transactions, all of the existing members of our Board of Directors will remain, with our Board of Directors increased to four (4) members and Charles Haupt will be appointed as a director.

SUMMARY OF TERMS OF

MERGER AND SHARE EXCHANGE AGREEMENTS

The following is only a summary of the material provisions of the Agreement and Plan of Merger, dated February 27, 2017, between us and Pono Publications Inc. (the "Pono Agreement") and Share Exchange Agreement (the “SN Agreement”) with Success Nutrients, Inc. (“SN”) (the Merger with Pono and the Share Exchange with SN are hereinafter jointly referred to as the “Transactions” or a “Transaction”), each a Colorado corporation, in order to facilitate our acquisition of both of these entities. The Pono Agreement is attached to this Information Statement as Appendix A and the SN Agreement is attached as Appendix B. Please read both Agreement in their entirety.

Our Reasons for the Transactions

In considering and approving the Pono and SN Agreements, our Board of Directors considered various factors including:

SN and Pono’s Reasons for the Transactions

In considering and voting upon approving the Transactions the respective Boards of Directors of Pono and SN considered the following:

Neither we nor Pono or SN retained the services of an investment banker or requested a fairness opinion in connection with the Transactions, but the terms of each Transaction were negotiated on an arms-length basis.

The above discussion of the material factors considered by each company’s board of directors is not intended to be exhaustive, but sets forth the principal factors considered. In view of the variety of factors considered in connection with their evaluation of the Pono Agreement and SN Agreement, the respective boards considered the factors as a whole and did not find it practicable to and did not quantify or otherwise assign relative weight to the specific factors considered in reaching their determinations. In addition, individual members of the boards may have given different weight to different factors.

Material Terms of the Pono and SN Agreeme nts

Subject to the terms and conditions of the Pono and SN Agreements at the Effective Time, SN will become a wholly owned subsidiary of our Company while Pono will be consolidated with and into our current cannabis consulting company, Medicine Man Consulting, Inc. (“MMC”), currently a wholly owned subsidiary of our Company. All our current management will remain in place, but Charles Haupt will be added as a member of our Board of Directors and Joshua Haupt will become the Chief Cultivation Officer of both our Company and MMC.

Effective Time of the Merger

The Pono and SN Agreements provides that the Transactions will each become effective upon the filing of Statement of Merger with the Colorado Secretary of State as to the Pono Transaction, and Statement of Share Exchange and Articles of Exchange with the Secretaries of State of Colorado and Nevada as to the SN Transaction, which is expected to occur twenty (20) days after the dissemination of this Information Statement. For accounting purposes, the parties have agreed that effective date of the Transactions will be March 1, 2017.

Merger Consideration

Upon consummation of the Merger, each share of outstanding Pono and SN common stock shall be converted into thirty-five (35) shares of our common stock. There are 100,000 shares of both Pono and SN issued and outstanding. Accordingly, following the exchange, holders of Pono and SN capital stock will hold 7,000,000 shares of our common stock.

As a result of the Pono Transaction, the shares of Pono capital stock will no longer be outstanding, will automatically be cancelled and retired and will cease to exist, and each holder of a certificate representing such share immediately prior to the Effective Time will cease to have any rights with respect to such certificate, except the right to receive the shares of our common stock described above. As a result of the SN Transaction, the shares of SN capital stock will be held by Medicine Man Technologies, Inc.

Representations and Warranties

The Pono and SN Agreements contains customary representations and warranties of the parties. Each party has made representations and warranties to the other relating to, among other things, Corporate Existence and Power, Corporate Authorization, Governmental Authorization, Non-Contravention, Capitalization, Subsidiaries, Absence of Litigation, Financial Statements, Absence of Certain Changes, Material Contracts, Litigation, Finders’ Fees, Taxes, Employee Benefits Plans, Properties, Intellectual Property, Insurance Coverage, Licenses and Permits, Employees, Labor Matters, Environmental Matters, Books and Records; and State Takeover Statutes. For a more detailed description of these representations and covenants, see Sections __ and ___ of the Pono Agreement, attached hereto as Appendix “A,” and Sections __ and ___ of the SN Agreement, attached hereto as Appendix “B”.

Conditions to the Transactions

The respective obligations of the parties to the Transactions are subject to the satisfaction or waiver of various conditions, including normal and customary closing conditions such as the accuracy of all representations and warranties, the performance and compliance with all covenants, agreements and conditions, the delivery of certificates, documents and legal opinions and the compliance with applicable state laws. No regulatory approval is required to be obtained in connection with the consummation of either of the Transactions.

Termination

Both the Pono and SN Agreements may be terminated and the Transactions may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Agreements by our shareholders):

If either the Pono or SN Agreement is terminated, that Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto, provided that, if such termination shall result from the willful failure of either party to perform a covenant hereof, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure.

Amendment and Waiver

Any provision of either the Pono or SN the Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.

On the Effective Date of both transactions we will be a holding company with two wholly owned subsidiaries, including Success Nutrients Inc., a Colorado corporation, and Medicine Man Consulting Inc, which will include our current consulting business as well as Pono’s current business. Our voting control will not change. Charles Haupt shall become a director of our Company and Joshua Haupt will be appointed as our Chief Cultivation Officer, but the remainder of our directors and executive officers will remain as they consist currently.

Upon the closing of the Transactions, current stockholders of Pono and SN will beneficially own, in the aggregate, approximately 40.1% of our issued and outstanding common stock and our current stockholders will own approximately 59.9%. The purpose of the Transaction is to enhance our current cannabis consulting business.