Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 13, 2021, Medicine Man Technologies, Inc. (the “Company”)
received written notice of the resignation of Pratap Mukharji as a member of the Company’s board of directors. Mr. Mukharji was
Chairman of the board of directors’ Audit Committee and Nominating and Governance Committee. Mr. Mukharji’s resignation is
not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices.
On December 13, 2021, the Company’s board of directors appointed
Nirup Krishnamurthy, the Company’s Chief Operating Officer, as a Class B director to fill the vacancy left by Mr. Mukharji and Jonathan
Berger as a Class A director to fill an existing vacancy. The Company expects that its board of directors will appoint Mr. Berger to the
board of director’s Audit Committee.
Mr. Krishnamurthy will serve until his term expires at the Company’s
2023 annual meeting of stockholders and until a successor is elected and qualified, or until his earlier death, resignation or removal.
Mr. Berger will serve until his term expires at the Company’s 2022 annual meeting of stockholders and until a successor is elected
and qualified, or until his earlier death, resignation or removal.
Mr. Krishnamurthy was designated for appointment to the Company’s
board of directors by Dye Capital Cann Holdings II, LLC (“Dye Cann II”) pursuant to the terms of the letter agreement, dated
December 16, 2020, between the Company and Dye Cann II (the “Letter Agreement”), which provides that, for as long as Dye Cann
II meets a specified ownership threshold, the Company is required to take all actions to ensure that either one individual, if the board
of directors consists of five or fewer members, or two individuals, if the board of directors consists of more than five members, designated
by Dye Cann II will be appointed to the Company’s board of directors. The Company previously reported the terms of the Letter Agreement
in the Company’s Current Report on Form 8-K filed December 23, 2020 and attached a copy of the Letter Agreement as Exhibit 10.3
thereto, and such disclosure and exhibit are incorporated by reference herein.
As previously reported, Mr. Krishnamurthy (i) is the Company’s
Chief Executive Officer, (ii) is a party to an employment agreement with the Company, (iii) holds stock options exercisable into an aggregate
of 1,000,000 shares of the Company’s common stock at $1.26 per share, and (iv) is a passive, minority part owner of each of Dye
Capital & Company, LLC, Dye Capital Cann Holdings, LLC and Dye Cann II, entities controlled by Justin Dye, the Company’s Chief
Executive Officer, one of its directors and the largest beneficial owner of the Company’s common stock, with which the Company previously
has entered into various transactions. Mr. Krishnamurthy does not control any of the these entities nor does he beneficially own any of
the securities held by these entities.
The Company’s current policy is to award each director an annual
grant of shares of the Company’s common stock worth $50,000 and the Company expects to make such awards to Messrs. Krishnamurthy
and Berger in the future.