Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Rubin Marc R

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/28/2022

3. Issuer Name and Ticker or Trading Symbol

Medicine Man Technologies, Inc. [SHWZ]

(Last) (First) (Middle)

C/O MEDICINE MAN TECHNOLOGIES, INC., 4880 HAVANA ST, STE 201

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

DENVER, CO 80239

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	24432330 ⁽²⁾	$1.20 ⁽³⁾	I	By CRW Capital Cann Holdings, LLC ⁽⁴⁾
13% Senior Convertible Note Due 2026	12/7/2021	12/7/2026	Common Stock	100000	$2.24 ⁽⁵⁾	I	See Footnote ⁽⁶⁾

Explanation of Responses:
(1)	The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Shares") are convertible into shares of common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock, as amended (the "Certificate"). The Preferred stock is perpetual and therefore has no expiration date.
(2)	Represents the number of Common Shares issuable upon conversion of the Series A Shares on the date of the event requiring this report. Each Series A Share is convertible into that number of Common Shares equal to the preference amount (initially$1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate. The Series A Shares earn a cumulative dividend of 8% per annum.
(3)	Subject to adjustment, as described in the Certificate.
(4)	CRW Capital Cann Holdings, LLC (the "Holder") in the record holder of the reported shares. Mr. Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
(5)	On December 7, 2021, the Company completed an offering of its 13% Senior Secured Convertible Notes due December 7, 2026 (the "Notes"). The Notes are convertible at any time at the option of the holder into shares of the Company's common stock. The foregoing description of the Notes does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Note included as Exhibit 4.2 and the indenture included as Exhibit 4.1 in the Company's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference.
(6)	The Rubin Revocable Trust U/A/D 05/09/2011 (the "Note Holder") is the record holder of the reported shares. Mr. Rubin is a co-trustee of the Note Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:
1. Due to a clerical error, this Form 3 was initially filed on November 7, 2022 using an incorrect CIK code. The filing was intended to relate to Marc R Rubin. This filing is being made for the sole purpose of correcting that error. 2. On October 28, 2022, the Company appointed the reporting person as a Class B director of the Company. Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rubin Marc R C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA ST, STE 201 DENVER, CO 80239	X	X

Signatures
/s/ Daniel R. Pabon, attorney-in-fact for Marc Rubin		12/2/2022
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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