As filed with the Securities and Exchange Commission
on January 31, 2022
Registration
No. 333-262059
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Medicine
Man Technologies, INC.
(Exact name of registrant as specified in its
charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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46-5289499
(I.R.S. Employer
Identification No.)
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4880 Havana Street
Suite 201
Denver, Colorado 80202
(303) 371-0387
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Justin Dye
Medicine Man Technologies, Inc.
4880 Havana Street
Suite 201
Denver, Colorado 80202
(303) 371-0387
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Rikard Lundberg, Esq.
Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202
(303) 223-1100
Approximate date of commencement of proposed
sale to the public: From time to time or at one time after the effective date of this registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this
Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(c) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company x
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Emerging Growth Company x
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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 7(a)(2)(B) of the Securities Act. x
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated January 31,
2022
PROSPECTUS
Medicine
Man Technologies, INC.
119,347,589 shares of common stock by selling
stockholders
This prospectus relates to the resale by the selling
stockholders named in this prospectus, and any of their respective pledgees, donees, transferees, or other successors in interest, from
time to time of up to 119,347,589 shares of our common stock, par value $0.001 per share. These shares of common stock consist of:
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51,748,797 shares of common stock (the “Note Shares”) issuable upon the conversion of, or
otherwise under the terms of, our 13% Senior Secured Convertible Notes due December 7, 2026 (the “Notes”) that were issued
in a private placement on December 7, 2021 (the “Note Issuance”) pursuant to the Securities Purchase Agreement, dated December
3, 2021, by and among us, the Guarantors (as defined therein) and the several purchasers parties thereto (the “Note Purchase Agreement”);
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49,023,792 shares of common stock (the “Preferred PIPE Shares”) issuable upon the conversion
of, or otherwise under the terms of, shares of our Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”)
issued to two investors in a private placement between December 16, 2020 and March 30, 2021 (the “Preferred PIPE Issuance”)
pursuant to separate Securities Purchase Agreements, as amended;
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9,287,500 shares of common stock (the “Dye Cann I Shares”) issued to one investor between
June 5, 2019 and May 21, 2020 pursuant to a Securities Purchase Agreement, dated June 5, 2019 and amended on July 15, 2019, May 20, 2020
and December 16, 2020 (as amended, the “Dye Cann I SPA”); and
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9,287,500 shares of common stock (the “Dye Cann I Warrant Shares”) issuable upon exercise
of, or otherwise under the terms of, Warrants to Purchase Common Stock issued to the investor under the Dye Cann I SPA (the “Dye
Cann I Warrants”).
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Our registration of the shares of common stock
covered by this prospectus does not mean that the selling stockholders will offer or sell any of such shares of common stock. The selling
stockholders and their respective pledgees, donees, transferees, or other successors in interest may resell the shares of common stock
covered by this prospectus in one or more public or private transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, at negotiated prices, or in trading markets for our common stock. Additional information
on the selling stockholders, and the times and manner in which they may offer and sell shares of our common stock under this prospectus
is provided under “Selling Stockholders” and “Plan of Distribution” in this prospectus.
We are filing the registration statement of which
this prospectus is a part at this time to fulfill contractual obligations to do so, as described in this prospectus. We will not receive
any of the proceeds from the sale of common stock by the selling stockholders. We will receive proceeds from payments in cash of the exercise
price of the Dye Cann I Warrants. If all of the Dye Cann I Warrants are exercised for cash, we will receive total proceeds, before expenses,
of $32,506,250. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders
before any resale of such shares pursuant to this prospectus.
Our common stock is quoted on the OTCQX under
the symbol “SHWZ.” On January 25, 2022, the last reported sale price of our common stock was $1.50 per share.
Investing
in our Securities involves a high degree of risk. You should read the section entitled “Risk Factors” beginning on page 8
of this prospectus and the other information included in and incorporated by reference in this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _______ __,
2022.
Table
of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a
registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling
stockholders named herein, and any of their respective pledgees, donees, transferees, or other successors in interest, may, from time
to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by the rules and
regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.
This prospectus and the documents
incorporated by reference into this prospectus include important information about us, the securities being offered and other information
you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate
on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares
of common stock are sold or otherwise disposed of on a later date. Our business, financial condition, results of operations and prospects
may have changed since those dates. It is important for you to read and consider all information contained in this prospectus, including
the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information
in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You should rely only on this
prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling
stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated
by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take
no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus does not constitute
an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
Reference in this prospectus
to the terms “we,” “us,” “our,” “the Company,” “Schwazze” or other similar
terms mean Medicine Man Technologies, Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.
CAUTIONARY STATEMENTS REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents
incorporated by reference herein may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995 that involve risks and uncertainties, including, without limitation, statements regarding future events, future financial
performance, strategies, expectations, competitive environment and governmental regulation and actions. Forward-looking statements can
be identified by words such as “believes,” “plans,” “expects,” “intends,” “anticipates,”
“projects,” “forecasts,” “estimates,” “aims,” “seeks,” “targets,”
“designed,” priorities,” “goals,” “will,” “would,” “should,” “could,”
“may,” “might,” “positioning,” “poised,” “designed,” “goals,”
“hypothetical,” “potential,” “likely,” “possible,” “enable,” or the negative
of those words and words of similar import as well as statements containing phrases such as “in our view,” “we cannot
assure you,” “although no assurance can be given,” or “there is no way to anticipate with certainty.”
Forward-looking statements are
neither historical facts nor assurances of future results or performance. Instead, they are based only on the Company’s current
beliefs, expectations, assumptions and estimates regarding the future of the Company’s business, future plans and strategies, projections,
industry, anticipated events and trends, and 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 the Company’s control. Actual outcomes and results and the Company’s financial performance and condition may
differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking
statements.
Important risks and factors
that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include,
among others, the following:
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risks and difficulties frequently experienced by growing companies in rapidly changing industries;
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the manufacturing (cultivation) and sale of cannabis is illegal under federal law;
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our dependence on state law to conduct our business;
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changing regulatory environments and costs associated with compliance;
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market acceptance of our current and future products and services;
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our ability to compete with other companies offering similar products and services;
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our ability to effectively market our products and services and attract new clients/customers;
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our cannabis grows are subject to risks inherent in the agriculture business;
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reductions or changes in consumer spending, and consumer acceptance of cannabis products;
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the amount and timing of operating expenses, particularly sales and marketing expenses, related to the
maintenance and expansion of our business, operations and infrastructure;
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our ability to control costs, including operating expenses;
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our ability to manage and achieve organic growth and growth fueled by acquisitions;
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our inability to successfully identify and consummate future acquisitions or dispositions and realize
benefits therefrom, exposure to new or increased risks as a result of acquisitions, and costs associated with failed acquisitions and
adverse effects on subsequent attempts to identify and consummate other acquisitions;
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public perception and acceptance of cannabis-related products and services generally;
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assertions of infringements of proprietary rights by us and our protection of our proprietary rights;
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adequacy of our financial resources and our ability to raise additional capital in the future to fund
operating requirements, capital expenditures and acquisitions and to meet our debt and contractual obligations;
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the significant influence our management and principal stockholders have on matters requiring a stockholder
vote;
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fluctuation in and volatility of the market price of our common stock;
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dilution resulting from issuance of shares of common stock upon conversion or exercise of outstanding
derivative securities or issuance of securities in future acquisitions or other transactions; and
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general economic conditions and events.
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Any forward-looking statement
in this prospectus, including the documents incorporated herein by reference, is based only on information currently available to the
Company and speaks only as of the date made. The Company disclaims any obligation to update any forward-looking statement or to announce
publicly the results of any revisions to any forward-looking statement to reflect future events or developments except as required by
law.
PROSPECTUS SUMMARY
This summary provides an
overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information
you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference
and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the
information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial
statements and related notes that are incorporated by reference in this prospectus.
Overview of the Company
Medicine Man Technologies, Inc.
was incorporated in Nevada on March 20, 2014. On May 1, 2014, the Company entered into a non-exclusive Technology License Agreement with
Futurevision, Inc., f/k/a Medicine Man Production Corp., dba Medicine Man Denver (“Medicine Man Denver”), pursuant to which
Medicine Man Denver granted the Company a license to use all of the proprietary processes that it had developed, implemented and practiced
at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical and recreational marijuana
pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present
and future) for 10 years.
In 2017, the Company acquired
additional cultivation intellectual property through the acquisition of Success Nutrients™ and Pono Publications, including the
rights to the book titled “Three A Light” and its associated cultivation techniques, which have been part of the Company’s
products and services offerings since the acquisition. The Company acquired Two J’s LLC d/b/a The Big Tomato in 2018, which operates
a retail location in Aurora, Colorado. It has been a leading supplier of hydroponics and indoor gardening supplies in the metro Denver
area since May 2001.
The Company was focused on cannabis
dispensary and cultivation consulting and providing equipment and nutrients to cannabis cultivators until its first plant touching acquisition
in April of 2020. In 2019, due to the changes in Colorado law permitting non-Colorado resident and publicly traded investment into “plant-touching”
cannabis companies, the Company made a strategic decision to move toward direct plant-touching operations. The Company developed a plan
to roll up a number of direct plant-touching dispensaries, manufacturing facilities, and cannabis cultivations with a target to be one
of the largest seed to sale cannabis businesses in Colorado. In April 2020, the Company acquired its first plant-touching business, Mesa
Organics Ltd., which consisted of four dispensaries and one manufacturing infused products facility, d/b/a Purplebee’s.
On April 20, 2020, the Company
rebranded and since then conducts its business under the trade name Schwazze. The corporate name of the Company continues to be Medicine
Man Technologies, Inc. Effective April 21, 2020, the Company commenced trading under the OTC ticker symbol “SHWZ.”
On December 17, 2020, the Company
acquired the assets of (i) Starbuds Pueblo LLC, and (ii) Starbuds Alameda LLC under separate Asset Purchase Agreements. On December 18,
2020, the Company acquired the assets of (i) Starbuds Commerce City LLC, (ii) Lucky Ticket LLC, (iii) Starbuds Niwot LLC, and (iv) LM
MJC LLC under separate Asset Purchase Agreements. On February 4, 2021, the Company acquired the assets of (i) Colorado Health Consultants
LLC, and (ii) Mountain View 44th LLC under separate Asset Purchase Agreements. On March 2, 2021, the Company acquired the assets of (i)
Starbuds Aurora LLC, (ii) SB Arapahoe LLC, (iii) Citi-Med LLC, (iv) Starbuds Louisville LLC, and (v) KEW LLC under separate Asset Purchase
Agreements. The Company refers to this series of acquisitions as the “Star Buds acquisition.”
From December 2020 through March
2021 the Company completed a private placement of Series A Preferred Stock for aggregate gross proceeds of $52.7 million dollars. In the
private placement, the Company issued and sold an aggregate of 52,700 shares of Series A Preferred Stock at a price of $1,000 per share
under securities purchase agreements with Dye Capital Cann Holdings II, LLC (“Dye Cann II”) and CRW Capital Cann Holdings,
LLC (“CRW”) as well as subscription agreements with unaffiliated investors. Among other terms, each share of Series A Preferred
Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase
price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount, (ii)
is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of the Company’s common stock
by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation
under certain circumstances.
On December 16, 2020, the Company
issued and sold a Convertible Promissory Note and Security Agreement in the original principal amount of $5,000,000 to Dye Capital &
Company, LLC (“Dye Capital”). On February 26, 2021, Dye Capital converted all outstanding amounts under the note into 5,060
shares of Series A Preferred Stock.
On July 21, 2021, the Company
acquired the assets of Southern Colorado Growers that are used in, held for use in or related to the seller’s business of growing,
distributing and marketing recreational cannabis products, including its licenses, under an Asset Purchase Agreement. The Company also
acquired approximately 36 acres of real property with outdoor cultivation capacity located in Huerfano County, Colorado, together with,
among other things, all structures and improvements thereon, from BWR L.L.C. under an Agreement of Purchase and Sale.
On August 20, 2021, Double Brow,
LLC, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement with Brow 2, LLC (the “Brow Seller”)
and Brian Welsh, pursuant to which Double Brow, LLC will purchase all of the Brow Seller’s assets that are used in, held for use
in or related to its indoor cannabis cultivation business of 27,000 square feet in a warehouse located in Denver, Colorado. The aggregate
purchase price is expected to be approximately $6.7 million payable in cash, subject to customary adjustments.
On November 15, 2021, the Company
and the Company’s wholly-owned subsidiary Emerald Fields Merger Sub, LLC entered into an Agreement and Plan of Merger with MCG,
LLC (“Target”), the Target’s owners and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member
Representatives under the Agreement and Plan of Merger, pursuant to which Emerald Fields Merger Sub, LLC will merge with and into Target,
with Emerald Fields Merger Sub, LLC continuing as the surviving entity, subject to the terms and conditions set forth in the Agreement
and Plan of Merger. Target operates two retail marijuana dispensaries located in Manitou Springs, Colorado and Glendale, Colorado. The
aggregate purchase price for Target is expected to be approximately $29 million, payable 60% in cash and 40% in shares of the Company’s
common stock, subject to customary adjustments.
On November 29, 2021, the Company and the Company’s
indirect wholly-owned subsidiaries Nuevo Holding, LLC and Nuevo Elemental Holding, LLC (the “Acquisition Subs”) entered into
a Purchase Agreement (the “New Mexico Purchase Agreement”) with Reynold Greenleaf & Associates, LLC (“RGA”),
William N. Ford, Elemental Kitchen and Labs, LLC (“Elemental”) and the equity holders of RGA and Elemental, pursuant to which
the Acquisition Subs will acquire substantially all of the operating assets of RGA and the equity of Elemental and assume specified liabilities
of RGA and Elemental, subject to the terms and conditions set forth in the New Mexico Purchase Agreement. Pursuant to existing laws and
regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by two not-for-profit entities: Medzen
Services, Inc. and R. Greenleaf Organics, Inc. (the “NFPs”). RGA is engaged in the business of serving as a branding, marketing
and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFP’s,
providing consulting services to Elemental and the NFP’s, and supporting Elemental and the NFPs to promote, support, and develop
sales and distribution of products. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in
New Mexico and Elemental is engaged in the business of creating and distributing cannabis derived products to licensed cannabis producers.
Greenleaf is a licensed medical cannabis provider with 10 dispensaries, four cultivation facilities-three operating and one under development-and
one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico.
Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing are located in Albuquerque.
The aggregate purchase price for the acquisition is expected to be approximately $42 million (subject to customary adjustments
for working capital, inventory, debt, seller transaction expenses and cash) payable $25 million in cash and $17 million in the
form of an unsecured promissory note the principal of which is payable on the three year anniversary of the closing, with interest payable
monthly at an annual interest rate of 5%, and a potential “earn-out” payment of up to an additional $4.5 million based on
the EBITDA of Greenleaf for calendar year 2021.
On December 3, 2021, the Company
and all its direct and indirect subsidiaries (the “Subsidiary Guarantors”) entered into the Note Purchase Agreement with the
selling stockholders named in this prospectus pursuant to which the Company agreed to issue and sell to the selling stockholders Notes
in an aggregate principal amount of $95,000,000 for an aggregate purchase price of $93,100,000 (reflecting an original issue discount
of $1,900,000, or 2%) in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the
Notes. The Company received net proceeds of approximately $92 million at the closing, after deducting a commission to the placement agent
and estimated offering expenses.
On December 21, 2021, the Company
acquired the assets of Smoking Gun, LLC and Smoking Gun Land Company, LLC (“Smoking Gun”). Smoking Gun operates a dispensary
located in Glendale, Colorado. Total consideration for the acquisition was $4 million in cash and 100,000 shares of the Company’s
common stock at closing.
On January 25, 2022, the Company’s wholly
owned subsidiary Double Brow, LLC acquired the assets of BG3 Investments, LLC, dba Drift, and Black Box Licensing, LLC used in or held
for use in or related to the operation of the sellers’ business of distributing, marketing and selling recreational cannabis products,
including certain intellectual property rights and the leases for two dispensary retail stores located in Boulder, Colorado, under an
Asset Purchase Agreement. Total consideration for the acquisition was approximately $1.9 million in cash and 912,666 shares of the Company’s
common stock at closing, and the Company may be required to issue up to 154,000 additional shares of the Company’s common stock
as consideration, which the Company is holding back as collateral for potential indemnification claims under the applicable Asset Purchase
Agreement.
The Company is focused on growing
through internal growth, acquisition, and new licenses in the Colorado and New Mexico cannabis markets. The Company is focused on building
the premier vertically integrated cannabis company in Colorado and New Mexico. The Company's leadership team has deep expertise in mainstream
consumer packaged goods, retail, and product development at Fortune 500 companies as well as in the cannabis sector. The Company has a
high-performance culture and a focus on analytical decision making, supported by data. Customer-centric thinking inspires the Company’s
strategy and provides the foundation for the Company’s operational playbooks.
As of the date of this prospectus,
the Company (i) owns and operates a total of 20 cannabis dispensaries and have announced the planned acquisition of 12
additional cannabis dispensaries, (ii) owns and operates a total of three cultivation facilities and have announced the planned acquisition
of four additional cultivation facilities, and (iii) owns and operates one manufacturing plant and has announced the planned acquisition
of one additional manufacturing plant.
The Company’s operations
are organized into three different segments as follows: (i) retail, consisting of retail locations for sale of cannabis products, (ii)
wholesale, consisting of manufacturing, cultivation and sale of wholesale cannabis products, nutrients for cannabis, and hydroponics and
indoor gardening supplies, and (iii) other, consisting of all other income and expenses, including those related to licensing and consulting
services, facility design services, facility management services, and corporate operations.
The cannabis industry is highly
regulated and the Company is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which it operate.
The Company’s principal
executive offices are located at 4880 Havana St. Suite 201, Denver, CO 80239 and the Company’s telephone number is 303-371-0387.
The Company’s website address is www.schwazze.com. Information found on the Company’s website or any other website referenced
in this prospectus or any document incorporated by reference herein is not incorporated into this prospectus or the registration statement
of which this prospectus is a part unless expressly stated herein or therein and does not constitute a part of this prospectus or such
registration statement. Website addresses referenced in this prospectus or any document incorporated by reference herein are intended
to be inactive textual reference only and not active hyperlinks to the referenced websites. The Company makes available free of charge
through its website its SEC filings furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as soon as reasonably practicable after it electronically file such material with, or furnish it to, the
SEC.
For additional information regarding
our business, financial condition, results of operations, and other important information regarding our Company, we refer you to our filing
with the SEC incorporated by reference in this Prospectus. For instructions on how to find copies of these documents, see “Where
You Can Find More Information.”
The Offering
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Common Stock to be Offered by Selling Stockholders
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Up to 119,347,589 shares of
our common stock, which are comprised of (i) 51,748,797 Notes Shares, (ii) 49,023,792 Preferred PIPE Shares, (iii) 9,287,500 Dye Cann
I Shares and (iv) 9,287,500 Dye Cann I Warrant Shares. See “Description of Transactions” and “Selling Stockholders”
for additional information
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Use of Proceeds
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All shares of our common stock
offered by this prospectus are being registered for the accounts of the selling stockholders and we will not receive any proceeds from
the sale of these shares. See “Use of Proceeds” for additional information.
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Registration Rights
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Under the terms of the Note
Purchase Agreement, we agreed to file this registration statement with respect to the registration of the resale of the Notes Shares.
In addition, the holders of the Preferred PIPE Shares and the holder of the Dye Cann I Shares and the Dye Cann I Warrant Shares have piggy
back registration rights under separate Securities Purchase Agreements.
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Plan of Distribution
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The selling stockholders and
their respective pledgees, donees, transferees, or other successors in interest may resell the shares of common stock covered by this
prospectus in one or more public or private transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale, at negotiated prices, or in trading markets for our common stock. See “Plan of Distribution”
for additional information.
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Market for our Common Stock and Symbol
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The OTCQX, symbol “SHWZ.”
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Risk Factors
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Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8 of this prospectus and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus, together with the other information included in or incorporated by reference into this prospectus before deciding whether to invest in our common stock.
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RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should carefully read and consider all risk factors set forth
below and in the documents incorporated by reference in this prospectus, including the factors discussed under the heading “Risk Factors” in Item 1A in our most recent annual report on Form 10-K and in each subsequently filed quarterly report on Form 10-Q,
which may be amended, supplemented or superseded from time to time by the other reports we file with the SEC in the future. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The risks and uncertainties
we have described are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our operations and financial condition. Past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually
occurs, our business, results of operations and financial condition could be materially and adversely affected, which could cause the
trading price of our securities to decline, and you could lose all or a part of your investment in our securities. Please also read carefully
the section below entitled “Cautionary Statements Regarding Forward-Looking Statements.”
We are subject to risks related
to growing an agricultural product.
Our business involves the growing
of cannabis, an agricultural product. Such business is subject to the risks inherent in the agricultural business, such as losses due
to infestation by insects or plant diseases and similar agricultural risks. Although some of our growing is expected to be completed indoors,
there can be no assurance that natural elements will not have a material adverse effect on our future production.
We rely on key utility services.
Our business is dependent on
a number of key inputs and their related costs, including raw materials and supplies related to our growing operations, as well as electricity,
water and other local utilities. Our cannabis growing operations consume and will continue to consume considerable energy, which makes
us vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may, in the future, adversely impact our business and
our ability to operate profitably. Additionally, any significant interruption or negative change in the availability or economics of the
supply chain for our key inputs could materially impact our business, financial condition and operating results. If we are unable to secure
required supplies and services on satisfactory terms, it could have a materially adverse impact on our business, financial condition and
operating results.
USE
OF PROCEEDS
This prospectus relates to shares of our common
stock that may be offered and sold from time to time by certain selling stockholders. We will not receive any proceeds from the sale of
the shares of common stock by the selling stockholders.
If all of the Dye Cann I Warrants are exercised
for cash (assuming no exercise price adjustments), we estimate that the total net proceeds of such exercises, after deducting estimated
expenses of filing the registration statement of which this prospectus is a part of approximately $75,000, would be approximately
$32,431,250, which we will use for general corporate purposes.
Description
of Transactions
This prospectus relates to the resale by the selling
stockholders named in this prospectus, and any of their respective pledgees, donees, transferees, or other successors in interest, from
time to time of up to 119,347,589 shares of the Company’s common stock, consisting of (i) 51,748,797 Notes Shares, (ii) 49,023,792
Preferred PIPE Shares, (iii) 9,287,500 Dye Cann I Shares and (iv) 9,287,500 Dye Cann I Warrant Shares. The following is a description
of the transactions in which the Notes, the relevant shares of Series A Preferred Stock, the Dye Cann I Shares and the Dye Cann I Warrants
were issued.
I. Note Issuance December 7, 2021
Note Purchase Agreement and Private Placement
On December 3, 2021, the Company and the Subsidiary
Guarantors entered into the Note Purchase Agreement with 31 accredited investors pursuant to which the Company agreed to issue and sell
to the investors Notes in an aggregate principal amount of $95,000,000 for an aggregate purchase price of $93,100,000 (reflecting an original
issue discount of $1,900,000, or 2%) in a private placement. On December 7, 2021, the Company consummated the private placement and issued
and sold the Notes.
Under the Note Purchase Agreement, the Company
is required to file a registration statement on or before January 7, 2021 to register the resale of the shares of the Company’s
common stock issuable upon conversion of the Notes, to use reasonable efforts to cause the registration statement to be declared effective
by the SEC staff as soon as practical, but in no event later than 90 days after the closing of the sale of the Notes (or, if subject
to a review by the SEC staff, 120 days after the closing), and is required to use its best efforts to keep such registration statement
continuously effective until the earlier of (i) the date the securities underlying the Notes are sold pursuant to an effective registration
statement or (ii) such time when the securities underlying the Notes no longer constitute Registrable Securities (as defined in the Note
Purchase Agreement). A failure to satisfy the registration requirement will result in the Notes accruing Additional Interest (as defined
and described below).
The Benchmark Company, LLC acted as the placement
agent for the transaction. At the closing, the Company paid the placement agent an aggregate cash fee of $1,163,750.00 and reimbursed
the placement agent’s reasonable expenses in connection with the engagement. Additionally, the Company has agreed to indemnify the
placement agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”) or to contribute to payments the placement agent may be required to make because of those liabilities.
Indenture, Notes and Note Guarantees
You should refer to and read this summary together
with the copy of the Indenture, the form of Note and the form of Note Guarantee included as Exhibits 4.43, 4.44 and 4.47, respectively,
to the registration statement of which this prospectus is a part.
The Notes were issued pursuant to an Indenture,
dated December 7, 2021, among the Company, the Subsidiary Guarantors, Ankura Trust Company, LLC as trustee and Chicago Atlantic Admin,
LLC as collateral agent for the Note holders (the “Indenture”). The Notes will mature five years after issuance unless earlier
repurchased, redeemed, or converted. The Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an
amount equal to the amount payable on such date as if the Notes were subject to an annual interest rate of 9%, with the remainder of
the accrued interest payable as an increase to the principal amount of the Notes. The portion of the interest that increases the principal
amount of a Note will be evidenced by a separate note substantially identical to the Notes. The proceeds from the Notes are required
to be used to fund previously identified acquisitions and other growth initiatives.
The Company must pay Additional Interest (as
defined in the Indenture) at a rate of 0.25% per year if (i) during the period from six months after the Issuance Date and ending on
the Free Trade Date (both terms as defined in the Indenture), the Company fails to timely make any filings with the SEC pursuant to Sections
13 or 15(d) of the Exchange Act, or (ii) the shares of common stock issued upon conversion of any Note are not freely tradeable after
the Free Trade Date. Additionally, the Company is required to pay Additional Interest if the Company fails to file or cause to become
effective or to continuously maintain an effective registration statement with the SEC covering the resale of the number of Registrable
Securities (as defined in the Note Purchase Agreement) required to be covered under the terms of the registration right in the Note Purchase
Agreement, which Additional Interest will be payable on the portion of the principal amount of each Note attributable to the number of
Registrable Securities required to be covered by the registration statement that are not covered. The Company is required to pay default
interest at a rate of 15% per year upon the occurrence of an Event of Default (as defined in the Indenture), which will continue to accrue
until the Event of Default has been cured or waived pursuant to the terms of the Indenture.
A holder of a Note may convert all or any portion
of the Note into shares of common stock at any time until the close of business on the business day immediately preceding the maturity
date of the Notes, at a conversion price equal to $2.24 per share (the “Conversion Price”). The Conversion Price will be adjusted
in the event of any change in the Company’s outstanding common stock by way of stock subdivision, stock
combination, issuance of stock or cash dividends, distributions of other securities or assets, and other corporate actions. The number
of shares issuable upon conversion of the Notes will be equal to the principal amount of the Note plus accrued interest divided by the
conversion price (the “Conversion Rate”).
The Company may, at its option, elect to redeem
all, but not less than all, of the Notes for cash, subject to certain conditions, at a repurchase price equal to the principal amount
of the Notes plus accrued and unpaid interest thereon on such date, plus the greater of: (i) the sum of the present values or the remaining
scheduled interest payments that would have been paid on the Notes from the repurchase date to the third anniversary of the Issuance Date
or (ii) the lesser of (a) the sum of the present values of the scheduled interest payments that would have been paid (assuming such payments
are made in cash) on the Notes from the redemption date through the one-year anniversary of the redemption date or (y) the sum of the
present values of the scheduled interest payments that would have been paid (assuming such payments are made in cash) on the Notes from
the redemption date through the maturity date. If the Company elects to redeem the Notes, holders of Note may require the Company to convert
their Notes in lieu of receiving cash in the redemption.
On the fourth anniversary of the Issuance Date,
the Note holders will have the right, at their option, to require the Company to repurchase some or all of their Notes for cash in an
amount equal to the principal amount of the Notes being repurchased plus accrued and unpaid interest up to the date of repurchase.
On or after the second anniversary of the Issuance
Date, the Company may, at its option, convert up to 12.5% of the outstanding Notes each quarter, if (i) the last reported sale price of
our common stock exceeds 150% of the applicable Conversion Price, (ii) either (a) the common stock is listed on a Permitted Exchange (as
defined in the Indenture) or (b) the Company’s daily volume weighted average price for the common stock exceeds $2,500,000, in each
case for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading
day of such period) ending on, and including, the trading day immediately preceding the date of conversion for the Conversion Price plus
accrued and unpaid interest, and (iii) there is an effective registration statement covering the resale by the holders of the Notes of
all common stock to be received in such conversion. The Company will be required to pay a Make-Whole Premium (as defined in the Indenture),
payable in cash or common stock, to the Note holders if the Notes are voluntarily converted before the third anniversary of the Issuance
Date and the Company’s daily volume weighted average price for the common stock does not exceed 175% of the Conversion Rate during
the five consecutive trading days immediately preceding the date of conversion.
For so long as the Company’s common stock
is registered under the Exchange Act, a beneficial owner of the Notes is not entitled to receive shares of common stock upon conversion
of any Notes during any period of time in which the aggregate number of shares of common stock that may be acquired by such beneficial
owner upon conversion of Notes will, when added to the aggregate number of shares of common stock deemed beneficially owned, directly
or indirectly, by such beneficial owner and each person subject to aggregation of common stock with such beneficial owner under Section
13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (other than by virtue of the ownership of securities
or rights to acquire securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise
or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange
Act, exceed 4.9%. The foregoing limitation does not apply (a) with respect to a beneficial owner of the Notes if such beneficial owner
is subject to beneficial ownership reporting under Section 13(d) or Section 13(g) of the Exchange Act without regard to the aggregate
number of shares of common stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to
acquire securities that have limitations on such beneficial owner’s right to convert, exercise or purchase similar to this limitation,
or (b) in connection with an issuance of shares of common stock by the Company pursuant to, or upon a conversion in connection with, a
Make-Whole Adjustment Event (as defined in the Indenture) (unless, with respect to clause (b), a beneficial owner of a Note provides written
notice to the Company that the exception in clause (b) will not be available to such beneficial owner).
Upon the occurrence of a Change of Control (as
defined in the Indenture), subject to certain conditions, a Note holder may require the Company to repurchase for cash all or any portion
of the Note at a repurchase price equal to the principal amount of the Note to be repurchased, plus accrued and unpaid interest thereon,
plus the lesser of: (i) the present value of one year of additional interest on such Note, commencing on the date the repurchase price
is payable, and (ii) the sum of the present values or the remaining scheduled interest payments that would have been paid on such Note
from the repurchase date to the maturity date. The Company is not permitted to consolidate, merger with, sell or transfer substantially
all of its assets to any other person unless the Company is the surviving corporation or the surviving corporation expressly assumes the
obligations under the Indenture by executing a Supplemental Indenture.
Pursuant to the Indenture, commencing on the first
anniversary of the Issuance Date, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio of no less than 1.30
to 1.00 as of the last day of each quarter. Additionally, the Company and the Subsidiary Guarantors are required to have at least $10,000,000
in cash (in the aggregate) on the last day of each calendar quarter in deposit accounts in which the collateral agent for the Note holders
has a perfected security interest.
The Indenture includes customary affirmative and
negative covenants, including limitations on liens, additional indebtedness, repurchases and redemptions of any equity interest in the
Company or any Subsidiary Guarantor, certain investments, and dividends and other restricted payments, and customary events of default.
Under the Indenture, the Company and the Subsidiary
Guarantors are restricted from making certain payments, including but not limited to (i) payment of dividends, (ii) repurchase, redemption,
retirement, or other acquisition of any equity interest, option, or warrant of the Company or any Subsidiary Guarantor, and (iii) payment
to any equity holder of the Company or a Subsidiary Guarantor for services provided pursuant to management, consulting, or other service
agreement (the “Restricted Payments”) but the Company may declare and pay dividends if payable solely in its own equity, or,
in the case of the Subsidiary Guarantors, amounts payable to such subsidiaries with respect to its applicable equity ownership. Provided
the Company is not in default under the terms of the Indenture, the Company may make Restricted Payments not otherwise permitted thereunder
(i) in an amount not to exceed $500,000 until discharge of the Indenture, or (ii) after the third anniversary of the Issuance Date, so
long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference
period at the time of the Restricted Payment after giving pro forma effect thereto.
The Indenture contains restrictions and limitations
on the Company’s ability to incur additional debt and grant liens on its assets. The Company and the Subsidiary Guarantors are not
permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated
Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior
lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until
(a) at least $80,000,000 of the net proceeds from the Notes (plus the proceeds of certain sale-leaseback transactions) have been used
to consummate Permitted Acquisitions (as defined in the Indenture) before the granting of any such lien, and (b) the Consolidated Leverage
Ratio for the applicable reference period, calculated on a pro forma basis giving effect to such acquisition and all related transactions,
is less than 1.40 to 1.00. The Indenture provides that the Company and the Subsidiary Guarantors may incur debt under certain circumstances,
including but not limited to, (i) debt incurred related to certain acquisitions and dispositions, including capital lease obligations
and sale-leaseback transactions not to exceed $5,500,000 (plus up to an additional $2,200,000 in connection with certain transactions
identified before the Issuance Date) in the aggregate at any time, (ii) certain transactions in the ordinary course of business, and (iii)
any other unsecured debt not to exceed $1,000,000 at any time.
The amounts due on all of the outstanding Notes
will accelerate and become immediately due and payable if the Company or any Subsidiary Guarantor goes into bankruptcy. The Notes are
also accelerable at the option of the trustee or at least 25% of the Note holders if any Event of Default occurs and remains uncured,
which can be rescinded by the holders of a majority of the aggregate principal of the Notes then outstanding.
At the closing, each of the Subsidiary Guarantors
executed a Note Guarantee, securing the Company’s obligations under the Notes and the Indenture.
Liens and Security Agreement
The Notes are secured by a first lien on the unencumbered
assets and a second lien on the encumbered assets of the Company and its subsidiaries. In connection with the closing of the Notes Issuance,
the Company and the Subsidiary Guarantors entered into a Security Agreement in favor of Chicago Atlantic Admin, LLC as the collateral
agent for the Note holders (the “Security Agreement”), pursuant to which the Company and the Subsidiary Guarantors granted,
in favor of the collateral agent, subject to some exceptions (i) a first priority security interest in all unencumbered assets of the
Company and the Subsidiary Guarantors at the time of closing, (ii) a first priority security interest in all assets of the Company and
the Subsidiary Guarantors acquired following the closing, and (iii) a second priority security interest in all other assets of the Company
and the Subsidiary Guarantors that secure indebtedness existing as of the closing of the Notes Issuance. The Security Agreement includes
customary covenants and agreements governing the collateral. You should refer to and read this summary together with the copy of the Security
Agreement included as Exhibit 4.45 to the registration statement of which this prospectus is a part.
Intercreditor Agreement
In connection with the closing of the Notes Issuance,
the Company and the Subsidiary Guarantors also entered into an Intercreditor Agreement with Chicago Atlantic Admin, LLC as collateral
agent for the Note holders, GGG Partners LLC as the collateral agent for the lender under the Loan Agreement, dated February 26, 2021,
as amended, Naser Joudeh (as collateral agent for the Star Buds Seller Secured Parties (as defined therein)) and the following secured
parties: Colorado Health Consultants LLC, StarBuds Aurora, LLC, SB Arapahoe LLC, StarBuds Commerce City LLC, StarBuds Pueblo LLC, StarBuds
Alameda LLC, Citi-Med, LLC, StarBuds Louisville, LLC, Kew LLC, Lucky Ticket LLC, StarBuds Niwot LLC, LM MJC LLC, and Mountain View 44th
LLC. The Intercreditor Agreement establishes the relative lien priorities between secured parties with respect to the collateral and includes
customary covenants and agreements governing the rights, priority, and remedies of such secured parties. You should refer to and read
this summary together with the copy of the Intercreditor Agreement included as Exhibit 4.46 to the registration statement of which this
prospectus is a part.
II. PIPE Issuance December 16, 2020 – March 30, 2021
From December 16, 2020 through March 30, 2021,
the Company completed a private placement of Series A Preferred Stock for aggregate gross cash proceeds of approximately $52,700,000.
In the private placement, the Company issued and sold an aggregate of 52,700 shares of Series A Preferred Stock at a price of $1,000 per
share.
The terms of the Series A Preferred Stock are
described under the heading “Description of Securities to be Offered and our Capital Stock.”
The Benchmark Company, LLC, DelMorgan Group, LLC
and Ello Capital, LLC each acted as placement agent in connection with the private placement and the Company paid The Benchmark Company,
LLC an aggregate of $186,500, paid DelMorgan Group, LLC an aggregate of $1,275,000 for their services and paid Ello Capital, LLC an aggregate
of $190,000 for their services.
Cann II Securities Purchase Agreement
On November 16, 2020, the Company entered into
a Securities Purchase Agreement with Dye Cann II pursuant to which the Company agreed to issue and sell shares of Series A Preferred Stock,
as amended by the Amendment, dated December 16, 2020, the Second Amendment, dated February 3, 2021, and the Third Amendment, dated March
30, 2021 (as amended, the “Cann II SPA”). Pursuant to the Cann II SPA, the Company issued and sold to Dye Cann II the following
shares of Series A Preferred Stock at a price of $1,000 per share:
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7,700 shares of Series A Preferred Stock on December 16, 2020;
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1,450 shares of Series A Preferred Stock on December 18, 2020;
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1,300 shares of Series A Preferred Stock on December 22, 2020;
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3,100 shares of Series A Preferred Stock on February 3, 2021;
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1,300 shares of Series A Preferred Stock on February 25, 2021;
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2,500 shares of Series A Preferred Stock on March 2, 2021; and
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4,000 shares of Series A Preferred Stock on March 30, 2021.
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Also on December 16, 2021, the Company entered
into a letter agreement with Dye Cann II pursuant to which the Company granted Dye Cann II certain board appointment rights, as further
described therein.
Justin Dye, the Company’s Chief Executive
Officer, one of the Company’s directors and the largest beneficial owner of the Company’s common stock, controls Dye Cann
II. Mr. Dye has sole voting and dispositive power over the securities held by Dye Cann II. Mr. Dye, Nirup Krishnamurthy, our Chief Operating
Offering and one of our directors, and Jeffrey Garwood, one of our directors, are part-owners of Dye Cann II. Mr. Krishnamurthy and Mr.
Garwood do not beneficially own any of the securities held by Dye Cann II.
CRW Securities Purchase Agreement
On February 26, 2021, the Company entered into
a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which the Company agreed to issue and sell shares of
Series A Preferred Stock. Pursuant to the CRW SPA, the Company issued and sold to CRW the following shares of Series A Preferred Stock
at a price of $1,000 per share:
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23,250 shares of Series A Preferred Stock on February 26, 2021; and
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2,100 shares of Series A Preferred Stock on March 3, 2021.
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Also on February 26, 2021, the Company entered
into a letter agreement with CRW pursuant to which the Company granted CRW certain board appointment rights, inspection and informational
rights and participation rights in future securities offerings, and containing other provisions, as further described therein.
At the time of entering into the CRW SPA, CRW
was unaffiliated with the Company. CRW designated Jeffrey A. Cozad as a director and on March 14, 2021, the Company’s board of directors
appointed Mr. Cozad as a director. Mr. Cozad is a manager of CRW Capital, LLC, which is the sole manager of CRW and owns a carried interest
in CRW, and he shares voting and disposition power of the shares of Series A Preferred Stock held by CRW. Cozad is a part-owner of Dye
Cann I (as defined below). Mr. Cozad does not beneficially own any of the securities held by Dye Cann I.
Lockup and Leak-Out
Each of the purchasers of shares of Series A Preferred
Stock described above agreed to lock-up and leak-out covenants. Each is prohibited from selling any shares of common stock issuable upon
conversion of their shares of Series A Preferred Stock on or before the first anniversary of issuance. Thereafter, each is prohibited
from selling more than (i) up to 25% of the shares of common stock issuable upon conversion of their shares of Series A Preferred Stock
during the 6-month period following the first anniversary of issuance, and (ii) up to 50% of the shares of common stock issuable upon
conversion of their shares of Series A Preferred Stock during the 6-month period following the 18 month anniversary of the issuance (together
with any shares of common stock sold under clause (i)).
Registration Rights
The Company granted Dye Cann II and CRW certain
demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of their shares of Series
A Preferred Stock. The Company is registering the resale of the shares of common stock issuable upon conversion of their shares of Series
A Preferred Stock pursuant to such registration rights.
III. Private Placement of Dye Cann I Shares and Dye Cann I Warrants
June 5, 2019 – May 21, 2020
From June 5, 2019 through May 21, 2020, the Company
completed a private placement of shares of common stock and warrants to purchase shares of common stock for aggregate gross cash proceeds
of approximately $18,575,000. In the private placement, the Company issued and sold an aggregate of 9,287,000 shares of common stock at
a price of $2.00 per share and warrants to purchase an aggregate of 9,287,000 additional shares of common stock at an exercise price of
$3.50 per share.
Cann I Securities Purchase Agreement
On June 5, 2019, the Company entered into the
Dye Cann I SPA with Dye Capital Cann Holdings, LLC (“Dye Cann I”) pursuant to which the Company agreed to issue and sell shares
of the Company’s common stock and warrants to purchase 100% of the number of shares of common stock sold pursuant to the Dye Cann
I SPA. Pursuant to the Dye Cann I SPA, the Company issued and sold to Dye Cann I the following shares of common stock at a price of $2.00
per share and warrants to purchase common stock:
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1,500,000 shares of common stock and warrants to purchase 1,500,000 additional shares of common stock at an
exercise price of $3.50 per share on June 5, 2019, for gross proceeds of $3,000,000;
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3,500,000 shares of common stock and warrants to purchase 3,500,000 additional shares of common stock at an
exercise price of $3.50 per share on July 16, 2019, for gross proceeds of $7,000,000;
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3,000,000 shares of common stock and warrants to purchase 3,000,000 additional shares of common stock
at an exercise price of $3.50 per share on September 17, 2019, for gross proceeds of $6,000,000;
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1,100,000 shares of common stock and warrants to purchase 1,100,000 additional shares of common stock at an
exercise price of $3.50 per share on September 30, 2019, for gross proceeds of $2,200,000; and
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187,500 shares of common stock and warrants to purchase 187,500 additional shares of common stock at an exercise
price of $3.50 per share on May 21, 2020, for gross proceeds of $375,000.
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Justin Dye, the Company’s Chief Executive
Officer, one of the Company’s directors and the largest beneficial owner of the Company’s common stock, controls Dye Cann
I. Mr. Dye has sole voting and dispositive power over the securities held by Dye Cann I. Mr. Dye, Nirup Krishnamurthy, our Chief Operating
Offering and one of our directors, and Jeffrey Garwood, one of our directors, are part-owners of Dye Cann I. Mr. Krishnamurthy and Mr.
Garwood do not beneficially own any of the securities held by Dye Cann I.
Registration Rights
The Company granted Dye Cann I certain demand
and piggyback registration rights with respect to the shares of common stock issued pursuant to the Dye Cann I SPA and the shares of common
stock issuable upon exercise of the Dye Cann I Warrants. The Company is registering the resale of such shares of common stock pursuant
to such registration rights.
Terms of the Dye Cann I Warrants
The following describes the material rights of
the Dye Cann I Warrants. You should refer to and read this summary together with the form of Dye Cann I Warrants included as Exhibit 4.48
to the registration statement of which this prospectus is a part.
The Dye Cann I Warrants are exercisable into shares
of our common stock at a price of $3.50 per share at any time by delivery of an exercise notice to the Company. Each Dye Cann I Warrants
expires three years after issuance.
With the prior written consent of the “required
holders” (as defined in the Dye Cann I Warrants), the Company may reduce the exercise price of the Dye Cann I Warrants. The exercise
price and number of shares of common stock issuable under the Dye Cann I Warrants are subject to adjustment if the Company subdivides
or combines its entire class of common stock.
If the Company declares or makes any dividend
or distribution of Company assets (or right to acquire such assets) to holders of its common stock, holders of the Dye Cann I Warrants
are entitled to receive dividends and distributions in the same amount and kind as if such holders had held the number of shares of common
stock acquirable upon exercise of the Dye Cann I Warrants.
If the Company grants, issues or sells any options,
convertible securities, or rights to purchase Company securities pro rata to the record holders of any class of the Company’s common
stock, the holders of the Dye Cann I Warrants are entitled to acquire such securities or rights that the holders could have acquired if
the holders had held the number of shares of common stock acquirable upon exercise of the Dye Cann I Warrants.
The Dye Cann I Warrants prohibit the Company from
entering into transactions constituting a “fundamental transaction” (as defined in the Dye Cann I Warrants) unless the successor
entity assumes all of the Company’s obligations under the Dye Cann I Warrants in a written agreement approved by the “required
holders” (as defined in the Dye Cann I Warrants). The definition of “fundamental transactions” includes, but is not
limited to, mergers, a sale of all or substantially all of its assets, certain tender offers and other transactions that result in a change
of control.
SELLING STOCKHOLDERS
The shares of our common stock being offered by
the selling stockholders consist of the following shares of common stock: (i) 51,748,797 Notes Shares, (ii) 49,023,792 Preferred PIPE
Shares, (iii) 9,287,500 Dye Cann I Shares and (iv) 9,287,500 Dye Cann I Warrant Shares.
For additional information regarding the Notes
and the Notes Shares, the shares of Series A Preferred Stock and the Preferred PIPE Shares, the Dye Cann I Shares, and the Dye Cann I
Warrants and the Dye Cann I Warrant Shares, see “Description of Transactions” above. We are registering the shares of
common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Unless the context otherwise
requires, as used in this prospectus, “selling stockholders” includes the selling stockholders listed below and donees, pledgees,
transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholders as
a gift, pledge or other non-sale related transfer. Except for the ownership of Notes, shares of Series A Preferred Stock, the Dye Cann
I Shares and the Dye Cann I Warrants or as described in the table below or under “Description of Transactions” above,
the selling stockholders have not had any material relationship with us within the past three years.
The table below lists the selling stockholders
and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act, and the rules and regulations
thereunder) of the shares of our common stock held by each of the selling stockholders.
All of the Notes are currently convertible. As
further described under “Description of Transactions” above, under the terms of the Indenture, a selling stockholder may not
convert the Notes to the extent such selling stockholder and any person subject to aggregation of common stock with such selling stockholder
under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder would beneficially own a number of shares of our
common stock which would exceed 4.9% of our outstanding common stock, subject to exception, for example, with respect to beneficial owners
of our securities that are reporting persons under Section 13(d) or Section 13(g) of the Exchange Act without regard to their beneficial
ownership of Notes. The second column in the table below reflect this limitation, unless otherwise noted in the table.
In calculating the Notes Shares for each selling
stockholder, (i) for purposes of the second column, we have assumed that the Notes remain outstanding for 60 days after January 25,
2022, that the Company has not paid any accrued interest on the Notes at the time of conversion, that the Company will not owe any
Additional Interest, default interest or other amount under the Notes, and that the conversion price remains $2.24 per share during this
time period, and (ii) for purposes of the third column, we have assumed that the Notes remain outstanding during their full five year
term, that the Company pays the 9% cash portion of the interest in full when due and upon maturity, that the 4% PIK portion of the interest
increases the principal amount of the Notes when due, that the Company will not owe any Additional Interest, default interest or other
amount under the Notes, and that the conversion price remains $2.24 per share during this time period.
All of the shares of Series A Preferred Stock
are currently convertible. Each of the selling stockholders who hold shares of Series A Preferred Stock have agreed to lockup and leak-out
covenants as described under “Description of Transactions,” above. The table below does not reflect the limitations imposed
by such lockup and leak-out covenants.
In calculating the shares of common stock issuable
upon conversion of shares of Series A Preferred Stock, (i) for purposes of the second column, we have assumed that the shares of Series
A Preferred Stock remain outstanding for 60 days after January 25, 2022, that the 8% per year dividend accretes and increases
the preference amount of the Series A Preferred Stock during this time period, and that the conversion price remains $1.20 per share
during this time period, and (ii) for purposes of the third column, we have assumed that the shares of Series A Preferred Stock remain
outstanding until December 16, 2023, and that the 8% per year dividend accretes and increases the preference amount of the Series A Preferred
Stock during this time, and that the conversion price remains $1.20 per share during this time period.
The second column lists the number of shares
of common stock beneficially owned by the selling stockholders, based on their respective beneficial ownership of shares of common stock
as of January 25, 2022, assuming conversion of Notes or shares of Series A Preferred Stock, and exercise of Dye Cann I Warrants,
as applicable, held by each such selling stockholder within 60 days after such date but taking into account the 4.9% limitation on conversion
applicable to the Notes, unless otherwise noted in the table below.
The third column lists the shares of our common
stock being offered by this prospectus by the selling stockholders and does not take in account the 4.9% limitation on conversion applicable
to the Notes.
The fourth and fifth columns assume the sale
of all of the shares of our common stock offered by the selling stockholders pursuant to this prospectus. The percentages in the fifth
column reflect the shares of common stock beneficially owned by the selling stockholder as a percentage of the total number of shares
of common stock outstanding as of January 25, 2022 assuming issuance of the shares of our common stock offered by the selling
stockholders pursuant to this prospectus after conversion of the Notes and shares of Series A Preferred Stock and exercise of the Dye
Cann I Warrants. As of January 25, 2022, there were 45,879,936 shares of our common stock outstanding, before giving effect
to the conversion of the Notes and such shares of Series A Preferred Stock and exercise of the Dye Cann I Warrants.
Each of the following selling stockholders has
informed us that it or he is an affiliate of a broker-dealer: FS Global Credit Opportunities Fund, LLC, Harbert Stoneview Fund GP, LLC,
Richard Messina and David Lachtman. Each of these selling stockholders has represented to us that it or he purchased its or his securities
to be resold in the ordinary course of business and that it or he had no agreements or understandings, directly or indirectly, with any
person to distribute the securities at the time of their purchase.
The selling stockholders may sell all, some or
none of their shares in this offering. See “Plan of Distribution.”
|
Name of Selling Stockholder
|
Number of Shares
of Common Stock Owned Before Offering (1)
|
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
|
Number of Shares of Common Stock Owned After Offering
|
Percentage of Shares of Common Stock Owned After Offering (to the extent greater than 1%)
|
|
1010 Quincy Capital, LLC (2)
|
116,001
|
136,181
|
--
|
--
|
|
AP 2014 2, LLC (3)
|
1,856,002
|
2,178,897
|
--
|
--
|
|
AP 2016 1, LLC (4)
|
1,856,002
|
2,178,897
|
--
|
--
|
|
Chicago Atlantic Credit Opportunities, LLC (5)
|
2,363,950
|
5,447,242
|
--
|
--
|
|
Cozad Investments, L.P. (6)
|
116,001
|
136,181
|
--
|
--
|
|
CRW Capital Cann Holdings LLC (7)
|
23,322,000
|
26,611,416
|
--
|
--
|
|
David Lachtman (8)
|
46,401
|
54,472
|
--
|
--
|
|
Douglas Irvine Smith (9)
|
232,001
|
272,362
|
--
|
--
|
|
Dye Capital Cann Holdings II, LLC (10) (11)
|
19,642,000
|
22,412,376
|
--
|
--
|
|
Dye Capital Cann Holdings, LLC (10) (12)
|
18,575,000
|
18,575,000
|
--
|
--
|
|
FS Global Credit Opportunities Fund, LLC (13)
|
2,363,950
|
8,170,863
|
--
|
--
|
|
Guines LLC (14)
|
2,363,950
|
6,809,053
|
--
|
--
|
|
Harbert Stoneview Master Fund, Ltd (15)
|
2,363,950
|
2,723,621
|
--
|
--
|
|
James Lynch (16)
|
127,601
|
149,799
|
--
|
--
|
|
Jeff (or Jeffrey) Garwood (17)
|
246,936
|
163,417
|
107,735
|
*
|
|
LJM Group Investment III, LLC (18)
|
1,480,001
|
1,089,448
|
552,000
|
*
|
|
Majem Holdings, LLC (19)
|
116,001
|
136,181
|
--
|
--
|
|
Matthew S. Darnall Declaration of Trust UAD 12/16/05 (20)
|
116,001
|
136,181
|
--
|
--
|
|
Oze Capital Fund II LP (21)
|
464,001
|
544,724
|
--
|
--
|
|
Pandora Select Partners, LP (22) (9)
|
324,801
|
381,307
|
--
|
--
|
|
Pratap C. Mukharji (23)
|
156,994
|
108,945
|
64,193
|
*
|
|
Redwood Master Fund, LTD (24)
|
2,363,950
|
4,916,136
|
--
|
--
|
|
Richard Messina (25)
|
464,001
|
544,724
|
--
|
--
|
|
Senvest Global (KY), LP (26)
|
928,001
|
1,089,448
|
--
|
--
|
|
Senvest Master Fund, LP (27)
|
2,363,950
|
8,170,863
|
--
|
--
|
|
The Rubin Revocable Trust U/A/D 05/09/2011 (28)
|
46,401
|
54,472
|
--
|
--
|
|
Timothy Schrager and Lauren Schrager (29)
|
116,001
|
136,181
|
--
|
--
|
|
Trahanas Holdings, LLC (30)
|
116,001
|
136,181
|
--
|
--
|
|
Whitebox GT Fund, LP (22) (9)
|
232,001
|
272,362
|
--
|
--
|
|
Whitebox Multi-Strategy Partners, LP (22) (31)
|
2,363,950
|
2,941,511
|
--
|
--
|
|
Whitebox Relative Value Partners, LP (22) (9)
|
1,577,602
|
1,852,062
|
--
|
--
|
|
Wirta Family Trust (32)
|
591,129
|
136,181
|
475,128
|
*
|
|
Zachary Arrick (9)
|
464,001
|
544,724
|
--
|
--
|
* Denotes less than 1%.
(1) Beneficial ownership is determined as of
January 25, 2022 in accordance with the rules of the SEC and generally includes (i) voting or investment control with respect
to securities, and (ii) shares of our common stock a selling stockholder has a right to acquire within 60 days after January 25, 2022.
(2) Crane Kenney has voting and disposition control
over the securities beneficially owned by 1010 Quincy Capital, LLC. Column 2 and Column 3 consist of shares of our common stock issuable
upon conversion of the Notes.
(3) AP 2014 2A, LLC is the sole member of AP 2014
2, LLC and has voting and investment/disposition control over the securities beneficially owned by AP 2014 2, LLC. Knighthead (NY) Fund,
LP (“KHNY”) is the sole member AP 2014 2A, LLC and has voting and investment/disposition control over the securities beneficially
owned by AP 2014 2A, LLC. Knighthead (NY) GP, LLC is the general partner of KHNY and has voting and investment/disposition control over
the securities beneficially owned by KHNY. Knighthead Capital Management, LLC is the investment manager of KHNY and has investment control
over the securities beneficially owned by KHNY. Thomas A. Wagner and Ara. D. Cohen are the members of each of Knighthead (NY) GP, LLC
and Knighthead Capital Management, LLC and they share voting and investment/disposition control over the securities beneficially owned
by each entity. Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(4) AP 2016 1A, LLC is the sole member of AP 2016
1, LLC and has voting and investment/disposition control over the securities beneficially owned by AP 2016 1, LLC. Knighthead Master Fund,
LP (“KHMF”) is the sole member of AP 2016 1A, LLC and has voting and investment/disposition control over the securities beneficially
owned by AP 2016 1A, LLC. Knighthead GP, LLC is the general partner of KHMF and has voting and investment/disposition control over the
securities beneficially owned by KHMF. Knighthead Capital Management, LLC is the investment manager of KHMF and has investment control
over the securities beneficially owned by KHMF. Thomas A. Wagner and Ara. D. Cohen are the members of each of Knighthead GP, LLC and Knighthead
Capital Management, LLC and they share voting and investment/disposition control over the securities beneficially owned by each entity.
Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(5) Chicago Atlantic Manager, LLC, the managing
member of Chicago Atlantic Credit Opportunities LLC, has voting and disposition control over the securities beneficially owned by Chicago
Atlantic Credit Opportunities LLC. Andreas Bodmeier, John Mazarakis and Anthony Cappell each has voting and disposition control over
the securities beneficially owned by Chicago Atlantic Manager, LLC. Chicago Atlantic Advisers, LLC is the investment manager of Chicago
Atlantic Credit Opportunities, LLC and also has voting and disposition control over the securities beneficially owned by Chicago Atlantic
Credit Opportunities LLC. Column 2 consists of shares of our common stock issuable under the Notes (subject to a 4.9% beneficial ownership
limitation), which represent 4.9% of our outstanding shares of common stock as of January 25, 2022. Column 2 does not include
an estimated 2,276,055 additional shares of our common stock issuable under the Notes because the selling stockholder does not
have the right to receive such shares if the selling stockholder, together with certain attribution parties, would beneficially own in
excess of 4.9% of the outstanding shares of our common stock. Column 3 consists of shares of our common stock issuable upon conversion
of the Notes.
(6) Jeffrey Cozad has voting and disposition control
over the securities beneficially owned by Cozad Investments, L.P. Column 2 and Column 3 consist of shares of our common stock issuable
upon conversion of the Notes. Mr. Cozad is a director of the Company and a part-owner of Dye Cann I and CRW, both of which are significant
beneficial owners of our common stock and the latter of which is also a significant owner of our Series A Preferred Stock. Mr. Cozad does
not have voting or disposition control over the securities beneficially owned by Cann I. The shares listed in Column 2 and Column 3 do
not include shares of common stock beneficially owned by Mr. Cozad in his individual capacity or shares of common stock issuable upon
the conversion of shares of Series A Preferred Stock beneficially owned by CRW, over which Mr. Cozad shares voting and disposition control.
Mr. Cozad has filed a Schedule 13D with respect to his beneficial ownership of our securities. As such, the 4.9% limitation on conversion
applicable to the Notes does not apply to securities beneficially owned by Mr. Cozad.
(7) CRW Capital, LLC is the manager of CRW and
has voting and disposition control over the securities beneficially owned by CRW. Jeffrey Cozad and Marc Rubin are the managers of CRW
Capital, LLC and share voting and disposition control over the securities beneficially owned by CRW. Column 2 and Column 3 consist of
shares of our common stock issuable upon conversion of Series A Preferred Stock.
(8) David Lachtman is a managing director at The
Benchmark Company, LLC, which has provided investment banking services to the Company over the last two years. Column 2 and Column 3 consist
of shares of our common stock issuable upon conversion of the Notes.
(9) Column 2 and Column 3 consist of shares of
our common stock issuable upon conversion of the Notes.
(10) Dye Capital is the manager of each of Dye
Cann I and Dye Cann II and has voting and investment control over the securities beneficially owned by Dye Cann I and Dye Cann II. Justin
Dye, our Chief Executive Officer and one of our directors, is the general partner of Dye Capital and has voting and investment control
over the securities beneficially owned by Dye Capital. Dye Capital disclaims beneficial ownership of the securities beneficially owned
by Dye Cann I and Dye Cann II except to the extent of its pecuniary interest therein, if any. Mr. Dye disclaims beneficial ownership of
the shares beneficially owned by Dye Capital, Dye Cann I, and Dye Cann II except to the extent of his pecuniary interest therein, if any.
(11) Column 2 and Column 3 consist of shares of
our common stock issuable upon conversion of Series A Preferred Stock.
(12) Column 2 and Column 3 consist of (i) 9,287,500
shares of our common stock, and (ii) 9,287,500 shares of our common stock issuable upon exercise of Dye Cann I Warrants.
(13) FS Global Credit Opportunities Fund (“FSGCO”)
is an affiliate of FS Investment Solutions, LLC (“FS Investment Solutions”), which is a registered broker-dealer. FS Investment
Solutions is a subsidiary of Franklin Square Holdings, L.P. (“FS Investments”), which is the sponsor of FS Global Credit
Opportunities Fund. FSGCO is externally managed by FS Global Advisor, LLC (“FS Global Advisor”), a registered investment
adviser under the Investment Advisers Act of 1940, and an affiliate of FS Investments. Column 2 consists of shares of our common stock
issuable under the Notes (subject to a 4.9% beneficial ownership limitation), which represent 4.9% of our outstanding shares of common
stock as of January 25, 2022. Column 2 does not include an estimated 4,596,058 additional shares of our common stock issuable
under the Notes because the selling stockholder does not have the right to receive such shares if the selling stockholder, together with
certain attribution parties, would beneficially own in excess of 4.9% of the outstanding shares of our common stock. Column 3 consists
of shares of our common stock issuable upon conversion of the Notes.
(14) Richard Barrera, the manager of Guines LLC,
has voting and disposition control over the securities beneficially owned by Guines, LLC. Column 2 consists of shares of our common stock
issuable under the Notes (subject to a 4.9% beneficial ownership limitation), which represent 4.9% of our outstanding shares of common
stock as of January 25, 2022. Column 2 does not include an estimated 3,436,057 additional shares of our common stock issuable
under the Notes because the selling stockholder does not have the right to receive such shares if the selling stockholder, together with
certain attribution parties, would beneficially own in excess of 4.9% of the outstanding shares of our common stock. Column 3 consists
of shares of our common stock issuable upon conversion of the Notes.
(15) Harbert Stoneview Fund GP, LLC serves as
the investment manager of Harbert Stoneview Master Fund, Ltd. and in that capacity has voting and disposition control over the securities
beneficially owned by Harbert Stoneview Master Fund, Ltd. Curry Ford exercises this voting and disposition control as the Senior Managing
Director and Portfolio Manager of Harbert Stoneview Fund GP, LLC. Harbert Stoneview Fund GP, LLC is ultimately controlled by Harbert Management
Corporation. Harbert Fund Advisors, Inc. provides Harbert Stoneview Master Fund, Ltd. with certain operational and administrative services.
Harbert Fund Advisors, Inc. is an investment adviser registered with the SEC, and is an indirect wholly-owned subsidiary of Harbert Management
Corporation. Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(16) James Lynch is a is a part-owner of CRW,
which is the largest owner of our Series A Preferred Stock and a significant beneficial owner of our common stock. Mr. Lynch does
not have voting or disposition control over the securities beneficially owned by CRW. Column 2 and Column 3 consist of shares of our
common stock issuable upon conversion of the Notes.
(17) Jeff (or Jeffrey) Garwood is a director
of the Company and a part-owner of Dye Cann I and Dye Cann II, both of which are significant beneficial owners of our common stock and
the latter of which is a significant owner of our Series A Preferred Stock. Mr. Garwood does not have voting or disposition control over
the securities beneficially owned by Dye Cann I and Dye Cann II. Column 2 consists of (i) 107,735 shares of our common stock, and (ii)
139,201 shares of our common stock issuable upon conversion of the Notes. Column 3 consists of shares of our common stock issuable
upon conversion of the Notes.
(18) LJM Group Investment #1, LLC is the managing
member of LJM Group Investment III, LLC and has voting and disposition control over the securities beneficially owned by LJM Group Investment
III, LLC. LJM Group LLC is the managing member of LJM Group Investment #1, LLC and has voting and disposition control over the securities
beneficially owned by LJM Group Investment #1, LLC. Stephen M. Dowicz is the managing member of LJM Group LLC and has voting and disposition
control over the securities beneficially owned by LJM Group LLC. Column 2 consists of (i) 552,000 shares of our common stock issuable
upon conversion of shares of Series A Preferred Stock, and (ii) 928,001 shares of our common stock issuable upon conversion of
the Notes. Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(19) Michael Miller is the manager of MAJEM Holdings,
LLC and has voting and disposition control over the securities beneficially owned by MAJEM Holdings, LLC. Column 2 and Column 3 consist
of shares of our common stock issuable upon conversion of the Notes.
(20) Matthew S. Darnall, in his capacity as trustee
of the Matthew S. Darnall Declaration of Trust UAD 12/16/05, has voting and disposition control over the securities beneficially owned
by the Matthew S. Darnall Declaration of Trust UAD 12/16/05. Column 2 and Column 3 consist of shares of our common stock issuable upon
conversion of the Notes.
(21) OZE Capital, LLC is the manager of OZE Capital
Fund II LP and has voting control and disposition control over the securities beneficially owned by OZE Capital Fund II LP. Michael Miller
is the manager of OZE Capital, LLC and has voting and disposition control over the securities beneficially owned by OZE Capital, LLC.
Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(22) Whitebox General Partner LLC (“WBGP”)
is the general partner of each of Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners,
LP and Whitebox GT, Fund, LP (collectively, the “Whitebox Funds”) and has voting and disposition control over the securities
beneficially owned by the Whitebox Funds. WBGP is owned by Robert Vogel, Jacob Mercer, Paul Roos and Dyal Capital Partners II (B) LP.
Messrs. Vogel, Mercer and Roos share voting and dispositive control over the securities beneficially owned by WBGP. Whitebox Advisors,
LLC (“WBA”) is the investment manager of the Whitebox Funds and has voting and disposition control over the securities beneficially
owned by the Whitebox Funds. WBA is owned by Robert Vogel, Jacob Mercer, Paul Roos and Dyal Capital Partners II (A) LP. WBGP, WBA and
the individuals and entities listed above as owners of WBGP and WBA each disclaim beneficial ownership of the securities except to the
extent of such entity or individual’s pecuniary interest therein, if any.
(23) Pratap C. Mukharji served as one of our
directors between January 2021 and December 2021 and is a part-owner of Dye Cann I and Dye Cann II, both of which are significant beneficial
owners of our common stock and the latter of which is a significant owner of our Series A Preferred Stock. Mr. Mukharji does not have
voting or disposition control over the securities beneficially owned by Dye Cann I and Dye Cann II. Column 2 consists of (i) 64,193 shares
of our common stock, and (ii) 92,801 shares of our common stock issuable upon conversion of the Notes. Column 3 consists of shares
of our common stock issuable upon conversion of the Notes.
(24) Redwood Capital Management, LLC (“RCM”)
is the investment manager of Redwood Master Fund Ltd. and has voting and disposition control over the securities beneficially owned by
Redwood Master Fund Ltd. RCM is wholly owned by Redwood Capital Management Holdings, LP (“RCM Holdings”). Ruben Kliksberg
has voting and disposition control over the securities beneficially owned by RCM. Column 2 consists of shares of our common stock issuable
under the Notes (subject to a 4.9% beneficial ownership limitation), which represent 4.9% of our outstanding shares of common stock as
of January 25, 2022. Column 2 does not include an estimated 1,823,655 additional shares of our common stock issuable under
the Notes because the selling stockholder does not have the right to receive such shares if the selling stockholder, together with certain
attribution parties, would beneficially own in excess of 4.9% of the outstanding shares of our common stock. Column 3 consists of shares
of our common stock issuable upon conversion of the Notes.
(25) Richard Messina is the President of The Benchmark
Company, LLC, which has provided investment banking services to the Company over the last two years, including in connection with the
issuance of the Notes. Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(26) Senvest Management, LLC has voting and disposition
control over the securities beneficially owned by Senvest Global (KY), LP. Richard Mashaal, Founder and Co-Chief Investment Officer of
Senvest Management, LLC has voting and disposition control over the securities beneficially owned by Senvest Global (KY), LP. Column 2
and Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
(27) Senvest Management, LLC has voting and disposition
control over the securities beneficially owned by Senvest Master Fund, LP. Richard Mashaal, Founder and Co-Chief Investment Officer of
Senvest Management, LLC, and Brian Gonick, Co-Chief Investment Officer of Senvest Management, LLC, have voting and disposition control
over the securities beneficially owned by Senvest Master Fund, LP. Column 2 consists of shares of our common stock issuable under the
Notes (subject to a 4.9% beneficial ownership limitation), which represent 4.9% of our outstanding shares of common stock as of January
25, 2022. Column 2 does not include an estimated 4,596,058 additional shares of our common stock issuable under the Notes
because the selling stockholder does not have the right to receive such shares if the selling stockholder, together with certain attribution
parties, would beneficially own in excess of 4.9% of the outstanding shares of our common stock. Column 3 consists of shares of our common
stock issuable upon conversion of the Notes.
(28) Marc Rubin and Hillary Rubin, in their capacity
as the trustees of The Rubin Revocable Trust U/A/D 05/09/2011, share voting and disposition control over the securities beneficially owned
by The Rubin Revocable Trust U/A/D 05/09/2011. Mr. Rubin is a significant beneficial owner of our Series A Preferred Stock, and, indirectly,
our common stock. Column 2 and Column 3 consist of shares of our common stock issuable upon conversion of the Notes. The foregoing does
not include shares of common stock issuable upon the conversion of shares of Series A Preferred Stock beneficially owned by CRW, over
which Mr. Rubin shares voting and disposition control. Mr. Rubin has filed a Schedule 13D with respect to his beneficial ownership of
our securities. As such, the 4.9% limitation on conversion applicable to the Notes does not apply to securities beneficially owned by
Mr. Rubin.
(29) Timothy Schrager and Lauren Schrager are
part-owners of CRW, which is the largest owner of our Series A Preferred Stock and a significant beneficial owner of our common stock.
Mr. Schrager and Mrs. Schrager do not have voting or disposition control over the securities beneficially owned by CRW. Column 2 and Column
3 consist of shares of our common stock issuable upon conversion of the Notes.
(30) Harilaos (Bobby) Trahanas and Elias Trahanas
share voting and disposition control over the securities beneficially owned by Trahanas Holdings, LLC. Column 2 and Column 3 consist of
shares of our common stock issuable upon conversion of the Notes
(31) Column 2 consists of shares of our common
stock issuable under the Notes (subject to a 4.9% beneficial ownership limitation), which represent 4.9% of our outstanding shares of
common stock as of January 25, 2022. Column 2 does not include an estimated 141,653 additional shares of our common stock
issuable under the Notes because the selling stockholder does not have the right to receive such shares if the selling stockholder, together
with certain attribution parties, would beneficially own in excess of 4.9% of the outstanding shares of our common stock. Column 3 consists
of shares of our common stock issuable upon conversion of the Notes.
(32) Ray Wirta and Sandra Wirta, in their capacity
as the trustees of the Wirta Family Trust, have voting and disposition control over the securities beneficially owned by the Wirta Family
Trust. Column 2 consists of (i) 475,128 shares of our common stock, and (ii) 116,001 shares of our common stock issuable upon
conversion of the Notes. Column 3 consist of shares of our common stock issuable upon conversion of the Notes.
PLAN OF DISTRIBUTION
We are registering the Notes Shares, the Preferred
PIPE Shares, the Dye Cann I Shares and the Dye Cann I Warrant Shares to permit the resale of these shares of common stock by the selling
stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
stockholders of the shares of common stock. We will receive proceeds from payments in cash of the exercise price of the Dye Cann I Warrants.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.
The selling stockholders may sell all or a portion
of the shares of common stock offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.
If the shares of common stock are sold through underwriters, broker-dealers or agents, the selling stockholders will be responsible for
underwriting discounts or commissions or agent’s commissions.
The selling stockholders may offer and resell
all or a portion of the shares of common stock offered hereby from time to time in one or more transactions at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected
in transactions that may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods
when selling the shares of common stock offered hereby:
|
|
·
|
on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale;
|
|
|
·
|
in the over-the-counter market;
|
|
|
·
|
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
·
|
through the writing or settlement of put or call options or other hedging or derivative transactions,
whether listed on an options exchange or otherwise, entered into after the effective date of the registration statement of which this
prospectus is a part;
|
|
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
·
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
|
|
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales, including short sales against the box, entered into after the effective date
of the registration statement of which this prospectus is a part, including delivering shares of common stock to a lender in satisfaction
of all or part of shares of common stock borrowed from such lender in connection with a short sale;
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broker-dealers may agree with a selling stockholder to sell a specified number of such shares at a stipulated
price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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If the selling stockholders effect such transactions
by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers
of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In
connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders
may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. Notwithstanding the foregoing, the selling stockholders have been advised
that they may not use shares of common stock covered by this prospectus in settlement of short sales involving common stock that were
entered into before the date the registration statement of which this prospectus is a part was declared effective by the SEC. The selling
stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.
The selling stockholders may pledge or grant a
security interest in some or all of the shares of common stock, Notes, shares of Series A Preferred Stock or Dye Cann I Warrants owned
by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common
stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
To the extent required by the Securities Act and
the rules and regulations thereunder, the selling stockholders and any underwriter, broker-dealer or agent participating in the distribution
of the shares of common stock offered hereby may be deemed to be “underwriters” within the meaning of the Securities Act,
and any commission paid, or any discounts or concessions allowed to, any such underwriter, broker-dealer or agent may be deemed to be
underwriting commissions or discounts under the Securities Act. Selling stockholders and their underwriters, brokers, dealers or agents
may be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities
of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
The selling stockholders also may offer and resell
all or a portion of the shares of common stock offered hereby in transactions in reliance upon Rule 144 under the Securities Act or Section
4(a)(1) of the Securities Act, if available, rather than pursuant to this prospectus, provided that such transactions meet the criteria
and conform to the requirements of such rule or provision. In addition, the selling stockholders may transfer the shares of common stock
by other means not described in this prospectus.
Other than as noted under “Selling Stockholders,”
each selling stockholder has informed us that it is not a registered broker-dealer, is not affiliated with a registered broker-dealer
and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of
common stock offered hereby.
Under the securities laws of some states, the
shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states
the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
There can be no assurance that any selling stockholder
will sell any or all of the shares of common stock registered pursuant to the registration statement of which this prospectus forms a
part.
The selling stockholders and any other person
participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and
sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation
M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities
with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability
of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the registration
of the shares of common stock pursuant to the registration rights in the applicable purchase agreements for the Notes Issuance, the Preferred
PIPE Issuance, and in the Dye Cann I SPA, estimated to be $75,000 in total, including, without limitation, SEC filing fees and
expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all
underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some
liabilities under the Securities Act in accordance with the Note Purchase Agreement or the selling stockholders will be entitled to contribution.
We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may
arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance
with the Note Purchase Agreement or we may be entitled to contribution.
Once sold under the registration statement of
which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
A selling stockholder that is an entity may elect to make a pro rata in-kind distribution of the shares of common stock to its members,
partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the
extent that such members, partners or stockholders are not affiliates of ours, such members, partners or stockholders would thereby receive
freely tradeable shares of common stock pursuant to the distribution through a registration statement.
DESCRIPTION OF SECURITIES TO BE OFFERED AND
OUR CAPITAL STOCK
The following describes the material rights of
our capital stock, provisions of our articles of incorporation, as amended, referred to as our “articles of incorporation,”
and our amended and restated bylaws, referred to as our “bylaws,” and certain provisions of applicable Nevada law. The following
is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of our articles of
incorporation, as amended from time to time (including any amendment by way of a certificate of designation relating to any class or series
of our preferred stock), our bylaws, as amended from time to time, and applicable provisions of Nevada law. Our articles of incorporation
and bylaws are incorporated by reference in this prospectus. Please see the section titled “Where You Can Find More Information.”
Our authorized capital stock consists of:
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250,000,000 shares of common stock, par value $0.001 per share; and
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10,000,000 shares of preferred stock, par value $0.001 per share.
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Common Stock
Under our articles of incorporation, we have
authority to issue 250,000,000 shares of common stock, par value $0.001 per share. As of January 25, 2022, there were 45,879,936
outstanding shares of common stock held by stockholders and 517,044 shares of common stock held in treasury by the Company. In addition,
as of January 25, 2022:
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there were Notes in an aggregate principal amount of $95,000,000 outstanding, which were convertible into
an estimated 42,410,715 shares of common stock (based on the initial principal amount and an initial conversion price of $2.24 per share,
and not taking into account any additional amount that may be owed under the Notes or the 4.9% conversion limitation applicable to the
Notes);
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there were 82,838 shares of Series A Preferred Stock outstanding, which outstanding shares were convertible
into an estimated 74,544,200 shares of our common stock as of such date (based on the preference amount of the Series A Preferred Stock
as of December 16, 2021 and an initial conversion price of $1.20 per share);
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there were up to 4,428 shares of Series A Preferred Stock held in escrow and issuable pursuant to the
Asset Purchase Agreements, as amended, for the Star Buds acquisition;
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there were outstanding warrants to purchase an aggregate of up to 17,018,750 shares of our common stock
at exercise prices ranging from $1.20 to $3.50 per share;
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there were an aggregate of 10,393,250 shares of our common stock subject to outstanding stock options
under our 2017 Equity Incentive Plan at a weighted average exercise price of $1.51 per share;
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7,956,750 additional shares of our common stock were reserved for future issuances under our 2017 Equity
Incentive Plan;
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one of our former officers and directors holds an option to purchase up to 2,000,000 shares of our common
stock at $1.49 per share issued outside of our 2017 Equity Incentive Plan;
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up to approximately 221,400 shares
of our common stock are issuable under the Asset Purchase Agreement, dated May 27, 2021,
among (i) the Company, (ii) SCG Holding, LLC, (iii) SCG Services, LLC, and (iv) the members
of SCG Services, LLC;
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up to approximately 154,000
shares of our common stock are issuable under the Asset Purchase Agreement, dated June 25,
2021, as subsequently amended, among (i) the Company, (ii) Double Brow, LLC, (iii) BG3 Investments,
LLC, (iv) Black Box Licensing, LLC, and (v) Brian Searchinger; and
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a currently undeterminable number
of shares of our common stock are issuable under the Agreement and Plan of Merger,
dated November 15, 2021, among (i) the Company, (ii) Emerald Fields Merger Sub, LLC, (iii) MCG,
LLC and other parties.
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Holders of our common stock are entitled to one
vote per share of common stock on all matters submitted to a vote of the Company’s stockholders, including as to the election of
directors. Stockholders are prohibited from cumulating their votes in any election of directors of the Company.
Holders of our common stock are entitled to receive
dividends and other distributions, if any, only if, when and as declared by our board of directors out of funds legally available for
that purpose, subject to the rights of holders of any class or series of preferred stock which may then be outstanding (such as our Series
A Preferred Stock). We have not declared or paid any cash dividends, or made any other distributions, on our common stock, and we do not
anticipate doing so in the foreseeable future. Further, the terms of the Indenture prohibit us form declaring or paying any dividend with
respect to our capital stock.
In the event of any liquidation, dissolution,
or winding up of the Company, subject to the preferential rights of creditors and the holders of any outstanding shares of preferred stock
having such a preference (such as our Series A Preferred Stock), holders of shares of common stock are entitled to ratable distribution
of the remaining assets available for distribution to stockholders.
Shares of our common stock are not subject to
redemption by operation of a sinking fund or otherwise. However, the Company’s bylaws give the Company a right to redeem capital
stock under certain circumstances, as described under heading “Description of Securities to be Offered and our Capital Stock – Redemption of, and Restrictions on Payments to, Unsuitable Stockholders.”
Holders of our common stock have no preemptive,
conversion or subscription rights.
The stock transfer agent for our common stock
is Globex Transfer, LLC, 780 Deltona Boulevard, Suite 202, Deltona, Florida 32725, telephone number, including area code: (813) 344-4490.
Our common stock is quoted on the OTCQX under
the symbol “SHWZ.”
Preferred Stock
The following describes the material rights of
our Series A Preferred Stock, provisions of our Certificate of Designation (as defined below). You should refer to, and read this summary
together with, the Certificate of Designation included as Exhibits 4.6 and 4.7 to the registration statement of which this prospectus
is a part. Our Certificate of Designation is incorporated by reference in this prospectus. Please see the section titled “Where You Can Find More Information.”
Under our articles of incorporation, our board
of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix
the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock,
including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms,
any or all of which may be preferential to or greater than the rights of the common stock.
Our board of directors may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of shares
of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control and may adversely affect
the market price of the common stock and the voting and other rights of the holders of shares of common stock.
Of our authorized preferred stock, 110,000 shares
have been designated as Series A Preferred Stock pursuant to the Certificate of Designation of Series A Cumulative Convertible Preferred
Stock filed with the Nevada Secretary of State on December 16, 2020 and amended on March 1, 2021 (the “Certificate of Designation”).
Dividends. Holders of Series A Preferred
Stock are entitled to receive cumulative dividends at the rate of 8% per annum on the “Preference Amount,” which initially
is equal to $1,000 per share and subject to increase, payable annually on each anniversary of the date of the first issuance of any shares
of Series A Preferred Stock (December 16, 2020) to holders of record on each such payment date, by having such dividends automatically
accrete as of each dividend payment date to, and increase, the outstanding Preference Amount.
Liquidate Preference. In the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of Series A Preferred Stock are entitled to be
paid out of the Company’s assets available for distributions to its stockholders, before any payment shall be made to the holders
of any junior securities, such as the common stock, an amount in cash equal to the Preference Amount (plus the pro rata portion of the
next dividend, if any), for each share of Series A Preferred Stock. In connection with a Change of Control Transaction (as defined in
the Certificate of Designation), either the Company or holders of Series A Preferred Stock holding no less than a majority of the then-issued
and outstanding shares of Series A Preferred Stock may elect to treat such Change of Control Transaction as a liquidation and to receive
the cash or the value of the property, rights or securities paid or distributed to holders of Series A Preferred Stock in such Change
of Control Transaction. Generally, a Change of Control Transaction means the occurrence of any of: (i) the acquisition by a person or
group through a purchase, merger or other acquisition transaction or series or related transactions, in which such transaction or transactions
are with the Company or approved by its board of directors, entitling that person or group to exercise more than a majority of the total
voting power of all shares of the Company entitled to vote generally in the election of directors (including all securities such person
has the right to acquire), (ii) a merger or consolidation involving the Company and, after giving effect to such transaction, the Company’s
stockholders immediately before such transaction own less than a majority of the Company’s aggregate voting power the successor
entity of such transaction immediately after such transaction, (iii) a sale, lease or transfer of all or substantially all of the Company’s
assets and the Company’s stockholders immediately before such transaction own less than a majority of the aggregate voting power
of the acquiring entity immediately after such transaction, or (iv) the common stock ceases to be listed on a Trading Market (as defined
in the Certificate of Designation).
Redemption Rights. Each share of Series
A Preferred Stock will be redeemable at the option of the holder thereof (i) for 90 days after the occurrence of a Listing Event,
(ii) at any time after the fifth anniversary of the date of the first issuance of any shares of Series A Preferred Stock, (iii) on the
date of the consummation of a Change of Control Transaction if requested within 14 days after delivery to holders of a notice of an anticipated
Change of Control Transaction, or (iv) for five days after the receipt by the holder of a notice of forced conversion by the Company.
In each case, a holder of Series A Preferred Stock may elect to have the Company redeem all or any portion of the shares of Series A Preferred
Stock held for a redemption price per share equal to the Preference Amount (plus the pro rata portion of the next dividend, if any). The
Company has a right to defer such redemption one or more times until no later than the one year anniversary of the redemption date originally
requested by the holder, provided that the dividends rate would be increased from 8% to 10% per annum during the first six months of such
deferral period and 15% thereafter, if applicable. In addition, the Company may redeem all or any portion of the Series A Preferred Stock
within 90 days after the occurrence of a Listing Event.
Cannabis Law Compliance and Unsuitability Redemption.
Each holder of Series A Preferred Stock must take all action reasonably required by such holder to comply with applicable state cannabis
laws and regulations, including, without limitation, making all requisite filings under such laws and regulations as and when required.
The Company has the right but not the obligation to redeem all or any portion of the shares of Series A Preferred Stock held by any holder
that is determined to be unsuitable or disqualified to own a direct or indirect interest in the Company by a state governmental authority,
including, without limitation, the Colorado Marijuana Enforcement Division. In addition to the foregoing, the Company’s bylaws give
the Company a right to redeem capital stock under certain circumstances, as described under heading “Description of Securities to be Offered and our Capital Stock – Redemption of, and Restrictions on Payments to, Unsuitable Stockholders.”
Ranking. With respect to conversion rights,
redemption payments and rights upon the Company’s liquidation, dissolution or winding-up or a Change of Control Transaction, the
Series A Preferred Stock rank junior to the Company’s indebtedness and any securities the Company issues in the future the terms
of which expressly make such securities senior to the Series A Preferred Stock, on a parity with any securities the Company issues in
the future the terms of which expressly make such securities on a parity with any or all of the Series A Preferred Stock, but senior to
the common stock and any securities the Company issues in the future that are not expressly made on a parity or senior to the Series A
Preferred Stock.
Voting Rights. Each holder of Series A
Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares
of Series A Preferred Stock held would convert into as of the record date for determining stockholders entitled to vote on any matter
presented to the Company’s stockholders for their action or consideration at any meeting (or by written consent in lieu of meeting)
voting together with the holder of common stock as a single class as if such shares of Series A Preferred Stock were convertible as of
such date.
Anti-Takeover Effects of Nevada Law and Provisions
of Our Governing Document
Certain provisions of Nevada law and our articles
of incorporation, bylaws and other agreements could make the following more difficult:
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acquisition of us by means of a tender offer;
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acquisition of us by means of a proxy contest or otherwise; or
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removal of our incumbent officers and directors.
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These provisions, summarized below, could have
an anti-takeover effect and may delay, defer or prevent a change of control, and could also discourage certain types of coercive takeover
practices and inadequate takeover bids. These provisions may also encourage persons seeking to acquire control of us to first negotiate
with our board of directors.
Undesignated Preferred Stock. The authorization
of undesignated preferred stock in our articles of incorporation makes it possible for our board of directors to issue preferred stock
with voting or other rights or preferences that could impede the success of any attempt to change control of our company. These and other
provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company.
Classified Board. Our bylaws provide for
a “staggered” or “classified” board of directors, whereby the directors of the board of directors are divided
into two classes, Class A and Class B, respectively, each class consisting, as nearly as possible, of one-half of the total number of
directors constituting the entire board of directors. Directors in each class are elected to approximately two-terms expiring at the election
of their respective successors at alternating annual meetings of our stockholders.
Board Appointment Rights. We have granted
rights to designated directors as follows:
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Under the Dye Cann I SPA, until the later of (i) two years from the last closing under the Dye Cann I
SPA, or (ii) the date Dye Cann I no longer owns, in the aggregate, at least $10,000,000 of common stock, as measured by a trailing 30
day volume weighted average price of the common stock, or continues to hold at least 8,333,333 shares of common stock, the Company is
required to take all actions to ensure that two individuals designated by Dye Cann I shall be appointed to the Company’s board of
directors. Currently, Justin Dye and Jeffrey Garwood serve as Dye Cann I’s designees on the board of directors.
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Under the letter agreement, dated December 16, 2020, between the Company and Dye Cann II, for as long
as Dye Cann II owns, in the aggregate, at least $10,000,000 of the Series A Preferred Stock, as measured by a trailing 30 day volume weighted
average price of the Company’s common stock, on an as-converted basis, or continues to hold at least 10,000 shares of Series A Preferred
Stock, the Company is required to take all actions to ensure that either one individual if the Company’s 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 shall
be appointed to the Company’s board of directors. For so long as Dye Cann II is entitled to designate a board member, each committee
of the board shall include at least one of the directors designated by Dye Cann II as a member or, if Dye Cann II so elects, as an observer.
Currently, Nirup Krishnamurthy serves as Dye Cann II’s designee on the board of directors.
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Under the letter agreement, dated February 26, 2021, between the Company and CRW, for as long as CRW owns,
in the aggregate, at least $15,000,000 of Series A Preferred Stock (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 shares of Series A Preferred Stock, the Company is
required to take all actions to ensure that one individual designated by CRW will be appointed to the Company’s board of directors.
For as long as CRW has the right to designate a board member, each committee of the board of directors shall include the CRW designee
as a member or, if CRW so elects, as an observer. Currently, Jeffrey A. Cozad serves as CRW’s designee on the board of directors.
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Under the Omnibus Amendment No. 2 to Asset Purchase Agreements, dated December 17, 2020, among the Company
and the sellers party thereto, for as long as the Sellers (as defined in the agreement) and the Members (as defined in the agreement)
meet a specified ownership threshold, the Company shall recommend to its board of directors that Brian Ruden and Naser Joudeh jointly
be permitted to designate three directors for appointment to the board of directors if the board of directors consists of seven or more
members. Currently, Brian Ruden and Salim Wahdan serve as Messrs. Ruden and Joudeh’s designees on the board of directors.
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Removal of Directors. The Nevada Revised
Statutes (“NRS”) provide that any director may be removed from our board of directors by the vote or written consent of stockholders
representing not less than two-thirds of the voting power of the issued and outstanding shares entitled to vote, provided that whenever
the holders of any class or series of shares are entitled to elect one or more directors, unless otherwise provided in the articles of
incorporation (including the certificate of designation relating to any class or series of preferred stock), removal of any such director
requires not less than two-thirds of the votes of only the holders of that class or series, and not the votes of the outstanding shares
taken as a whole. These statutory standards for removal of a director are also reflected in our bylaws.
Filling Board Vacancies. Our bylaws provide
that unless otherwise provided in our articles of incorporation (including the certificate of designation relating to any class or series
of preferred stock), vacancies and newly created directorships, whether resulting from an increase in the size of the board of directors
or due to the death, resignation, disqualification, or removal of a director or otherwise, may be filled by the affirmative vote of a
majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired
term of his or her predecessor in office and until his or her successor is duly elected and qualified.
Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination
of candidates for election as directors, other than nominations made by or at the direction of the board of directors.
Special Meetings of the Stockholders. Our
bylaws provide that special meetings of the stockholders may be called by the board of directors, any two directors, or the chair of the
board of directors. The only business which may be conducted at a special meeting of stockholders shall be the matter or matters set forth
in the notice of such meeting.
Amendments to Bylaws. Our bylaws provide
that bylaws may be adopted, amended, or repealed by the affirmative vote of two-thirds of the shares of each class of capital stock present
in person or electronically or represented by proxy at a meeting of stockholders at which a quorum is present and entitled to vote or,
except as prohibited by a bylaw adopted by the stockholders, by the board of directors.
No Cumulative Voting. Our articles of incorporation
and bylaws do not provide for cumulative voting in the election of directors.
In addition, the NRS contains provisions governing
the acquisition of a controlling interest in certain Nevada corporations. Nevada's “acquisition of controlling interest” statutes
(NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations.
These “control share” laws provide generally that any person that acquires a “controlling interest” in certain
Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore
such voting rights. These laws will apply to us as of a particular date if we were to have 200 or more stockholders of record (at least
100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and
do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect
on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling
interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS,
would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or
(3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these
thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the
date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the
voting restrictions described above apply. These laws may have a chilling effect on certain transactions if our articles of incorporation
or bylaws are not amended to provide that these provisions do not apply to us or to an acquisition of a controlling interest, or if our
disinterested stockholders do not confer voting rights in the control shares. Our articles of incorporation and bylaws currently do not
include any such provision.
Nevada's “combinations with interested stockholders”
statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations” between certain Nevada
corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited for two years after
such person first becomes an “interested stockholder” unless the corporation's board of directors approves the combination
(or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved
by the board of directors and sixty percent of the corporation's voting power not beneficially owned by the interested stockholder, its
affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period.
For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation
and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of
the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most
significant transactions between a corporation and an “interested stockholder”. These laws generally apply to Nevada corporations
with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by
these particular laws, but if such election is not made in the corporation's original articles of incorporation, the amendment (1) must
be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation
not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the
vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before
the effective date of the amendment. We have not made such an election in our original articles of incorporation and we have not amended
our articles of incorporation to so elect.
Nevada law also provides that directors may resist
a change or potential change in control if the directors determine that the change is opposed to, or not in the best interests of, the
corporation. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors
might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby
reducing the likelihood that you could receive a premium for your common stock in an acquisition.
Redemption of, and Restrictions on Payments
to, Unsuitable Stockholders
The Company holds various licenses from the Colorado
Marijuana Enforcement Division to operate its cannabis businesses in Colorado. As a result, beneficial owners with a 10% or greater interest
are required to make filings with, and to be found suitable to be equity owners of a cannabis business in Colorado, by the Colorado Marijuana
Enforcement Division. The bylaws provide that for as long as the Company holds (directly or indirectly) a license for a governmental agency
to conduct its business, which license is conditioned upon some or all of the Company’s stockholders possessing certain qualifications,
the Company may redeem any and all of the shares of capital stock to the extent necessary to prevent loss of such license or to reinstate
such license. Under the bylaws, the Company may redeem shares in this manner for cash, property or rights, on not less than five days’
notice to the holder(s) thereof at a redemption price equal to the average closing price of such shares as reported on the exchange on
which shares of the common stock is quoted or traded for the 45 trading days immediately preceding the date of the redemption notice,
or if such shares are not so traded or quoted, the Company’s board of directors will deter-mine the redemption price in good faith.
The bylaws further provides that it shall be unlawful
for any stockholder who does not meet certain qualifications to (i) receive any dividend, payment, distribution or interest with regard
to the shares, (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by
such shares, and such shares shall not for any purposes be included in the shares of the Company entitled to vote, or (iii) receive any
remuneration that may be due to such stockholder, accruing after the date of such notice of determination of unsuitability or disqualification
by the Colorado Marijuana Enforcement Division, in any form from the Company for services rendered or otherwise.
Additionally, the Certificate of Designation states
that each holder of Series A Preferred Stock must take all action reasonably required by such holder to comply with applicable state cannabis
laws and regulations, including, without limitation, making all requisite filings under such laws and regulations as and when required.
The Company has the right but not the obligation to redeem all or any portion of the shares of Series A Preferred Stock held by any holder
that is determined to be unsuitable or disqualified to own a direct or indirect interest in the Company by a state governmental authority,
including, without limitation, the Colorado Marijuana Enforcement Division.
LEGAL MATTERS
Certain legal matters with respect to the validity
of the securities offered under this prospectus will be passed upon for us by Brownstein Hyatt Farber Schreck, LLP.
EXPERTS
The consolidated financial statements of Medicine
Man Technologies, Inc. and subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, as included in the Annual
Report on Form 10-K of Medicine Man Technologies, Inc. for the year ended December 31, 2020, have been incorporated by reference in the
registration statement of which this prospectus is a part in reliance upon the report of BF Borgers, CPA P.C., independent registered
public accounting firm, as experts in accounting and auditing.
The financial statements of (i) Starbuds Commerce
City LLC, for the year ended December 31, 2019, as included in the Current Report on Form 8-K/A filed on March 4, 2021, (ii) Lucky Ticket
LLC for the year ended December 31, 2019, as included in the Current Report on Form 8-K/A filed on March 4, 2021, (iii) SB Arapahoe LLC,
for the years ended December 31, 2018 and December 31, 2019, as included in the Current Report on Form 8-K/A filed on May 18, 2021, and
(iv) KEW LLC, for the year ended December 31, 2019, as included in the Current Report on Form 8-K/A filed on May 18, 2021, have been
incorporated by reference in the registration statement of which this prospectus is a part in reliance upon the reports of Crowe LLP,
independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement
we have filed with the SEC under the Securities Act. As permitted by SEC rules, this prospectus does not contain all of the information
we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the
registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits
and schedules are available through the SEC’s website.
We are required to comply with the reporting requirements
of the Exchange Act, and, in accordance with those requirements, we file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public from the SEC’s website at www.sec.gov and
can be found by searching the EDGAR archives on the website. Our SEC filings may also be accessed on our website at https://ir.schwazze.com/
under the heading “Investor Relations.”
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
information we have filed with the SEC into this prospectus, which means that we can disclose important information to you by referring
you to other documents filed separately with the SEC. The information incorporated by reference is considered part of this prospectus
and any information that we file with the SEC after the date of the initial registration statement of which this prospects is a part (including
before effectiveness of the registration statement) and before the termination of the offering of the securities hereunder will automatically
be deemed to update and supersede this information (except for any information superseded by this prospectus or any other information
incorporated by reference into this prospectus). Any information contained in reports and other documents (or portions thereof) we file
with the SEC that are incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that any
information contained in this prospectus or in any reports and other documents (or portions thereof) we subsequently file with the SEC
that are incorporated by reference in this prospectus before the termination of the offering of the securities hereunder modifies or supersedes
such information. Any information so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. The following documents filed with the SEC are hereby incorporated by reference in this prospectus:
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·
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 13,
2021, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021, and our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 15, 2021;
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·
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our
Current Reports on Form 8-K filed with the SEC on February
1, 2021, February
9, 2021 (including the Amendment
on Form 8-K/A filed on March 4, 2021), March
4, 2021 (except for the information furnished pursuant to Item 7.01 thereof), March
8, 2021 (including the Amendment
on Form 8-K/A filed on March 9, 2021 and the Amendment
on Form 8-K/A filed on May 18, 2021), March
18, 2021,
June 2, 2021 (except for the information furnished pursuant to Item 7.01 thereof), June
21, 2021, July
1, 2021 (except for the information furnished pursuant to Item 7.01 thereof), July
27, 2021, August
3, 2021, August
26, 2021 (except for the information furnished pursuant to Item 7.01 thereof), November
18, 2021 (except for the information furnished pursuant to Item 7.01 thereof), December
3, 2021 (except for the information furnished pursuant to Item 7.01 thereof), December
9, 2021 (except for the information furnished pursuant to Item 7.01 thereof), December 17,
2021, December
29, 2021 (except for the information furnished pursuant to Item 7.01 thereof) and
January 31, 2022 (except for the information furnished pursuant to Item 7.01 thereof);
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·
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our definitive proxy statement on Schedule 14A filed with the SEC on November 4, 2021; and
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·
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the description of our common stock as set forth in our registration statement on Form 8-A, filed with
the SEC on June 3, 2015, pursuant to Section 12(g) of the Exchange Act, including any subsequent amendments or reports filed for the purpose
of updating such description.
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All reports and other documents we subsequently
file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of the initial filing of the registration
statement of which this prospects is a part (including before effectiveness of the registration statement) and before the termination
of the offering of the securities hereunder shall be deemed to be incorporated by reference in this prospectus and to be part hereof from
the date of filing of such reports and other documents.
Notwithstanding the statements in the preceding
paragraphs, no document, report, or exhibit (or portion of any of the foregoing) or any other information that we have “furnished”
or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.
We hereby undertake to provide without charge
to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus but not delivered
with the prospectus, other than exhibits to such documents, unless such exhibits have been specifically incorporated by reference thereto.
You may request a copy of this information, at no cost, by writing or telephoning us at the following address or phone number:
Medicine Man Technologies, Inc.
4880 Havana Street
Suite 201
Denver, Colorado 80239
Telephone: (303) 371-0387
Attention: Investor Relations
Medicine
Man Technologies, INC.
119,347,589 Shares of Common Stock
Prospectus
_______ __,
2022
You should rely only on the information contained
in or incorporated by reference into this prospectus (as it may be supplemented and amended). We have not authorized anyone to provide
you with different information. This document may only be used where it is legal to sell these securities. You should not assume the information
contained in this prospectus is accurate as of any date other than the date of this prospectus, regardless of the time of delivery of
the prospectus or any sale of our common stock.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses
payable by Medicine Man Technologies, Inc., a Nevada corporation (the “Company” or the “Registrant”), in connection
with the offering described in this registration statement. All amounts are estimates except the registration fee.
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SEC Registration Fee
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$
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19,626.69
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Legal Fees and Expenses
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$
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50,000.00
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Printing and Engraving Fees
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$
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550.00
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Miscellaneous
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$
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4,823.31
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Total:
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$
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75,000.00
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Item 15. Indemnification of Directors and Officers.
The Company is incorporated in Nevada. NRS 78.7502(1)
provides that a corporation may indemnify, pursuant to that statutory provision, any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit or proceeding if he is not liable pursuant to NRS 78.138 or
if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. NRS 78.138(7) provides
that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on
or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to the corporation
or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer
unless the presumption established by NRS 78.138(3) has been rebutted and it is proven that (i) his or her act or failure to act constituted
a breach of his or her fiduciary duties as a director or officer, and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
NRS 78.7502(2) permits a corporation to indemnify,
pursuant to that statutory provision, any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted under similar standards,
except that no indemnification pursuant to NRS 78.7502 may be made in respect of any claim, issue or matter as to which such person shall
have been adjudged by a court of competent jurisdiction, after any appeals taken therefrom, to be liable to the corporation or for amounts
paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. NRS 78.751(1) provides that a corporation shall indemnify any person who is
a director, officer, employee or agent of the corporation, against expenses actually and reasonably incurred by the person in connection
with defending an action (including, without limitation, attorney’s fees), to the extent that the person is successful on the merits
or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or any claim, issue or matter
in such action.
NRS 78.751 provides that the indemnification pursuant
to NRS 78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled (except that indemnification
may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of
any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of the law and such intentional misconduct,
fraud or a knowing violation of the law was material to the cause of action) and that the indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators. NRS 78.752 permits
a corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such liabilities.
The Company’s bylaws include express provisions
providing for the indemnification of its directors and officers to the fullest extent permitted under the NRS (except with respect to
actions brought by a person covered by such indemnification, which are only subject to indemnification if such action was authorized by
the Company’s board of directors), and the mandatory payment by the Company of expenses incurred by such persons in defending a
civil or criminal action, suit or proceeding in advance of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that such person is not entitled
to be indemnified by us. The Company’s bylaws also permit the Company to purchase and maintain insurance or make other financial
arrangements on behalf of any such person for certain liability and expenses, whether or not we have the authority to indemnify such person
against such liability and expenses.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to the Company’s directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. The Company has purchased directors’ and officers’ liability
insurance which would indemnify our directors and officers against damages arising out of certain kinds of claims which might be made
against them based on their negligent acts or omissions while acting in their capacity as such.
Item 16. Exhibits and Financial Statement Schedules.
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(a)
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The Exhibit Index is hereby incorporated herein by reference.
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(b)
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All schedules have been omitted because they are not required, are not applicable or the information is
otherwise set forth in the financial statements and related notes thereto.
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Exhibit No.
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Description
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2.1
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Merger Agreement dated November 23, 2019, by and among Medicine Man Technologies, Inc., PBS Merger Sub, LLC, Mesa Organics Ltd., James Parco, and Pamela Parco (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed November 29, 2019 (Commission File No. 000-55450))
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2.2
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First Amendment dated April 16, 2020 to Merger Agreement dated November 23, 2019, by and among Medicine Man Technologies, Inc., PBS Merger Sub, LLC, Mesa Organics Ltd., James Parco, and Pamela Parco (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed April 24, 2020 (Commission File No. 000-55450))
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2.3
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Colorado Health Consultants, LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.4
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and CitiMed, LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.5
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Lucky Ticket LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.6
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Kew LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.7
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Aurora LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.5 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.8
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Arapahoe LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.6 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.9
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB 44th LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.7 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.10
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Pueblo LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.8 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.11
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Louisville LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.9 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.12
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Niwot LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.10 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.13
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Alameda LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.11 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.14
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Longmont LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.12 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.15
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Commerce City LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.13 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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2.16
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Omnibus
Amendment No. 1 dated September 15, 2020 to Asset Purchase Agreements dated June 5, 2020 (Incorporated by reference to Exhibit
2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed September 21, 2020 (Commission File No. 000-55450))
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2.17
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Omnibus Amendment No. 2 to Asset Purchase Agreement, dated as of December 17, 2020, by and among SBUD LLC, Medicine Man Technologies, Inc., and each signatory thereto designated as a seller (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 23, 2020 (Commission File No. 000-55450))
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2.18
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Asset Purchase Agreement, dated May 27, 2021, by and among SCG Holding, LLC, Medicine Man Technologies, Inc., SCG Services, LLC, and John Sakun and Vladimir Sakun (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 2, 2021 (Commission File No. 000-55450))
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2.19
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Agreement of Purchase and Sale, dated May 27, 2021, by and between SCG Holding, LLC and BWR L.L.C. (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 2, 2021 (Commission File No. 000-55450))
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2.20
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Asset Purchase Agreement, dated June 25, 2021, by and among Double Brow, LLC, Medicine Man Technologies, Inc., BG3 Investments, LLC, Black Box Licensing, LLC, and Brian Searchinger (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed July 1, 2021 (Commission File No. 000-55450))
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2.21
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Asset Purchase Agreement, dated August 20, 2021, by and among Double Brow, LLC, Brow 2, LLC and Brian Welsh (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed August 26, 2021 (Commission File No. 000-55450))
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2.22
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Agreement and Plan of Merger, dated November 15, 2021, by and among Medicine Man Technologies, Inc., Emerald Fields Merger Sub, LLC, MCG, LLC, the Members of MCG, LLC, and Donald Douglas Burkhalter and James Gulbrandsen as Member Representatives (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed November 18, 2021 (Commission File No. 000-55450))
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2.23
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Purchase Agreement, dated November 29, 2021, by and among Medicine Man Technologies, Inc., Nuevo Holding, LLC, Nuevo Elemental Holding, LLC, Reynold Greenleaf & Associated, LLC, William N. Ford, Elemental Kitchen and Labs, LLC and the Equityholders Named Therein (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 3, 2021 (Commission File No. 000-55450))
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4.1
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Articles of Incorporation of Medicine Man Technologies filed with the Secretary of State of Nevada on March 20, 2014 (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.2
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Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on August 25, 2014 (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.3
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Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on March 19, 2015 (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.4
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Articles of Exchange filed with the Secretary of State of Nevada on June 7, 2017 (Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.5
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Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on December 13, 2019 (Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.6
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Certificate of Designation of Series A Cumulative Convertible Preferred Stock filed with the Secretary of State of Nevada on December 16, 2020 (Incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.7
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Certificate of Amendment to Designation of Series A Cumulative Convertible Preferred Stock filed with the Secretary of State of Nevada on March 1, 2021 (Incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.8
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Complete Articles of Incorporation together with Certificates of Amendment, Articles of Exchange and the Certificate of Designation of Series A Cumulative Convertible Preferred Stock, as amended (Incorporated by reference to Exhibit 3.8 to the Company’s Annual Report on Form 10-K/A filed April 30, 2021 (Commission File No. 000-55450))
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4.9
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Amended and Restated Bylaws of Medicine Man Technologies, Inc. (Incorporated by reference to Exhibit 3.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 11, 2019 (Commission File No. 000-55450))
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4.10
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Colorado Health Consultants, LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.11
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and CitiMed, LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.12
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Lucky Ticket LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.13
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Kew LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.14
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Aurora LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.5 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.15
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Arapahoe LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.6 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.16
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB 44th LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.7 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.17
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Pueblo LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.8 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.18
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Louisville LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.9 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.19
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Niwot LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.10 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.20
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Alameda LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.11 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.21
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Longmont LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.12 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.22
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Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Commerce City LLC, dated June 5, 2020 (Incorporated by reference to Exhibit 2.13 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 8, 2020 (Commission File No. 000-55450))
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4.23
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Omnibus Amendment No. 1 dated September 15, 2020, to Asset Purchase Agreements dated June 5, 2020 (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed September 21, 2020 (Commission File No. 000-55450))
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4.24
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Omnibus Amendment No. 2 to Asset Purchase Agreement, dated as of December 17, 2020, by and among SBUD LLC, Medicine Man Technologies, Inc., and each signatory thereto designated as a seller (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 23, 2020 (Commission File No. 000-55450))
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4.25
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Security Agreement, dated December 17, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Alameda LLC, as secured party (Incorporated by reference to Exhibit 4.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.26
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Security Agreement, dated December 17, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Pueblo LLC, as secured party (Incorporated by reference to Exhibit 4.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.27
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Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and LM MJC LLC, as secured party (Incorporated by reference to Exhibit 4.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.28
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Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Lucky Ticket LLC, as secured party (Incorporated by reference to Exhibit 4.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.29
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Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Commerce City, as secured party (Incorporated by reference to Exhibit 4.5 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.30
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Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Niwot LLC, as secured party (Incorporated by reference to Exhibit 4.6 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.31
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Security Agreement, dated February 4, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Colorado Health Consultants, LLC, as secured party (Incorporated by reference to Exhibit 4.7 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.32
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Security Agreement, dated February 4, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Mountain View 44th LLC, as secured party (Incorporated by reference to Exhibit 4.8 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.33
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Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Citi-Med LLC, as secured party (Incorporated by reference to Exhibit 4.9 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.34
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Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and KEW LLC, as secured party (Incorporated by reference to Exhibit 4.10 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.35
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Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and SB Arapahoe LLC, as secured party (Incorporated by reference to Exhibit 4.11 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.36
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Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Aurora LLC, as secured party (Incorporated by reference to Exhibit 4.12 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.37
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Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Louisville LLC, as secured party (Incorporated by reference to Exhibit 4.13 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 29, 2021 (Commission File No. 000-55450))
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4.38
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Loan Agreement, dated February 26, 2021, among Mesa Organics Ltd., Mesa Organics II Ltd., Mesa Organics III Ltd., Mesa Organics IV Ltd, SCG Holding, LLC and PBS Holdco LLC, as borrowers, SHWZ Altmore, LLC, as lender, and GGG Partners LLC, as collateral agent (Incorporated by reference to Exhibit 10.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed March 4, 2021 (Commission File No. 000-55450))
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4.39
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Promissory Note, dated February 26, 2021, issued by Mesa Organics Ltd., Mesa Organics II Ltd., Mesa Organics III Ltd., Mesa Organics IV Ltd, SCG Holding, LLC and PBS Holdco LLC, as borrowers, to SHWZ Altmore, LLC, as lender (Incorporated by reference to Exhibit 10.5 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed March 4, 2021 (Commission File No. 000-55450))
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4.40
|
Security Agreement, dated February 26, 2021, among Mesa Organics Ltd., Mesa Organics II Ltd., Mesa Organics III Ltd., Mesa Organics IV Ltd, SCG Holding, LLC and PBS Holdco LLC, as grantors, and GGG Partners LLC, as collateral agent (Incorporated by reference to Exhibit 10.6 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed March 4, 2021 (Commission File No. 000-55450))
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4.41
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Parent Guaranty, dated February 26, 2021, among Medicine Man Technologies, Inc, as guarantor, and GGG Partners LLC, as collateral agent (Incorporated by reference to Exhibit 10.7 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed March 4, 2021 (Commission File No. 000-55450))
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4.42
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First Amendment to Loan Agreement, dated July 28, 2021, among Mesa Organics Ltd., SHWZ Altmore, LLC and GGG Partners, LLC (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed August 3, 2021 (Commission File No. 000-55450))
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4.43
|
Indenture, dated December 7, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors, Chicago Atlantic Admin, LLC, in its capacity as collateral agent, and Ankura Trust Company, LLC, as Trustee (Incorporated by reference to Exhibit 4.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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4.44
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Form of 13% Senior Secured Convertible Note Due December 7, 2026, issued by Medicine Man Technologies, Inc. to each Investor (Incorporated by reference to Exhibit 4.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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4.45*
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Security Agreement, dated December 7, 2021, entered into by Medicine Man Technologies, Inc. and the Subsidiary Guarantors party thereto, in favor of Chicago Atlantic Admin, LLC, in its capacity as the collateral agent (Incorporated by reference to Exhibit 10.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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4.46*
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Intercreditor Agreement, dated December 7, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors, Chicago Atlantic Amin, LLC, as collateral agent for the Convertible Notes Secured Parties, GGG Partners LLC, as collateral agent for the Credit Agreement Secured Parties, Naser Joudeh, as collateral agent for the StarBuds Seller Secured Parties, Colorado Health Consultants LLC, StarBuds Aurora LLC, SB Arapahoe LLC, StarBuds Commerce City LLC, StarBuds Pueblo LLC, StarBuds Alameda LLC, Citi-Med, LLC, StarBuds Louisville, LLC, Kew LLC, Lucky Ticket LLC, StarBuds Niwot LLC, LM MJC LLC, and Mountain View 44th LLC (Incorporated by reference to Exhibit 10.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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4.47
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Note Guarantee, dated December 7, 2021, entered into by each Subsidiary Guarantor (Incorporated by reference to Exhibit 10.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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4.48
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Form
of Warrant to Purchase Common Stock of Medicine Man Technologies, Inc. issued to Dye Capital Cann Holdings, LLC (Incorporated by reference to Exhibit 4.6 to Medicine Man Technologies,
Inc.’s Annual Report on Form 10-K filed March 31, 2021 (Commission File No. 000-55450))
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5.1
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Opinion of Brownstein Hyatt Farber Schreck, LLP (previously filed)
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10.1
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Securities Purchase Agreement, dated June 5, 2019, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings, LLC (Incorporated by reference to Exhibit 10.1 of Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 6, 2019 (Commission File No. 000-55450))
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10.2
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Amendment to Securities Purchase Agreement, dated July 15, 2019, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings, LLC (Incorporated by reference to Exhibit 10.1 of Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed July 17, 2019 (Commission File No. 000-55450))
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10.3
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Amendment to Securities Purchase Agreement, dated May 20, 2020, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings, LLC (Incorporated by reference to Exhibit 10.1 of Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed May 22, 2020 (Commission File No. 000-55450))
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10.4
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Consent, Waiver and Amendment, dated December 16, 2020, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings, LLC (Incorporated by reference to Exhibit 10.5 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 23, 2020 (Commission File No. 000-55450))
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10.5
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Securities Purchase Agreement, dated November 16, 2020, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings II, LLC (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Quarterly Report on Form 10-Q filed November 16, 2020 (Commission File No. 000-55450))
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10.6
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Amendment to Securities Purchase Agreement, dated December 16, 2020, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings II, LLC (Incorporated by reference to Exhibit 10.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 23, 2020 (Commission File No. 000-55450))
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10.7
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Letter
Agreement, dated December 16, 2020, by and between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings II, LLC
(Incorporated by reference to Exhibit 10.21 to Medicine Man Technologies, Inc.’s Annual Report on Form 10-K filed March 31, 2021 (Commission File No. 000-55450))
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10.8
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Second Amendment to Securities Purchase Agreement, dated February 3, 2021, between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings II, LLC (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 9, 2021 (Commission File No. 000-55450))
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10.9
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Third Amendment to Securities Purchase Agreement, dated March 30, 2021, between Medicine Man Technologies, Inc. and Dye Capital Cann Holdings II, LLC (Incorporated by reference to Exhibit 10.25 to Medicine Man Technologies, Inc.’s Annual Report on Form 10-K filed March 31, 2021 (Commission File No. 000-55450))
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10.10
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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 Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed March 4, 2021 (Commission File No. 000-55450))
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10.11
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Letter
Agreement, dated February 26, 2021, between Medicine Man Technologies, Inc. and CRW Capital Cann Holdings, LLC (Incorporated
by reference to Exhibit 10.3 to Medicine Man Technologies, Inc.’s Quarterly Report on Form 10-Q filed May 13, 2021 (Commission
File No. 000-55450))
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10.12*
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Securities Purchase Agreement, dated December 3, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors and the Investors (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 9, 2021 (Commission File No. 000-55450))
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23.1**
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Consent of BF Borgers, CPA P.C.
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23.2
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
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23.3**
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Consent of Crowe LLP
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24.1
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Power of Attorney (previously filed)
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* Certain information has been redacted pursuant to Instruction 5 to
Item 1.01 of Form 8-K and Item 601(a)(6) of Regulation S-K. The Company hereby undertakes to supplementally furnish any redacted information
to the SEC upon request.
** Filed herewith.
Item 17. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus
required by section 10(a)(3) of the Securities Act;
ii. To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee ” table in the effective registration statement; and
iii. To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange
Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) of the Securities Act that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale before such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately before such date of first use.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City
and County of Denver, State of Colorado, on January 31, 2022.
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Medicine Man Technologies, Inc.
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By:
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/s/ Justin Dye
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Justin Dye
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Justin Dye
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Chief Executive Officer and Director
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January 31, 2022
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Justin Dye
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(Principal Executive Officer and Director)
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/s/ Nancy Huber
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Chief Financial Officer
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January 31, 2022
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Nancy Huber
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(Principal Financial Officer and Principal Account Officer
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/s/ Dan Pabon
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General Counsel and Chief Government Affairs Officer
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January 31, 2022
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Dan Pabon
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/s/ Nirup Krisnamurthy
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Chief Operating Officer and Director
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January 31, 2022
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Nirup Krisnamurthy
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*
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Director
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January 31, 2022
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Jonathan Berger
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*
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Director
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January 31, 2022
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Jeffrey A. Cozad
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*
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Director
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January 31, 2022
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Jeff Garwood
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*
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Director
|
January 31, 2022
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Brian Ruden
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*
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Director
|
January 31, 2022
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Salim Wahdan
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*By: /s/ Dan Pabon
Dan Pabon, Attorney-in-fact
Medicine Man Technologies (QX) (USOTC:SHWZ)
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