Current Report Filing (8-k)
January 15 2019 - 4:43PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
8-K
Current Report Pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 10, 2019
MEDICINE
MAN TECHNOLOGIES, INC.
(Exact name of small business issuer as
specified in its charter)
Nevada
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000-55450
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46-5289499
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer ID No.)
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4880 Havana Street
Suite 201
Denver, Colorado 80239
(Address of principal executive offices)
(303) 371-0387
(Issuer’s Telephone Number)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement
Effective January 10, 2019, we entered
into term sheets to acquire three cannabis and cannabis related companies, including the following:
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·
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FutureVision 2020, LLC and Futurevision
Ltd., Inc. dba Medicine Man (in the aggregate, “Medicine Man”), owners of several licensed dispensaries and a cultivation
facility in the Denver, CO metro area. Medicine Man currently owns the only cannabis research license in the state of Colorado,
with a federal research license pending. It is also a leading cultivator, retailer and one of the best-known brands in the cannabis
sector, wining over a dozen industry awards. Medicine Man operates out of a 40,000-square foot cultivation operation and has four
popular retail locations across the Denver metropolitan area;
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·
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MedPharm Holdings, LLC, a company that
develops and manages intellectual property related to the manufacture and formulation of products containing cannabinoid extracts.
Management of MDCL believes that this acquisition will bring world-class processing and pharmaceutical-grade products to the company;
and
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·
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MX LLC, the holder of licenses that allow
it to be a manufacturer of marijuana infused products (‘edibles”) in the Denver metro area. It is a licensee of MedPharm.
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These acquisitions
are subject to various terms and the satisfaction of various conditions, including obtaining the approval of our shareholders,
completion of financial audits for each company proposed to be acquired demonstrating that their financial condition are consistent
with the representations made to us and execution of definitive agreements between the respective parties.. In addition, because
they are the holders of cannabis licenses issued by the Marijuana Enforcement Division (“MED”) in the State of Colorado,
the acquisition of Medicine Man and MX also will require that proposals currently pending in the Colorado legislature to adopt
and enact new laws which will allow for public company ownership of Colorado licensed business in the marijuana industry. These
acquisitions will also require the approval of the MED,
as well as local city and county rules concerning the transfer and
sale of ownership interest
to have their licenses assigned to MDCL.
In the event all of these acquisitions
are successfully consummated, of which there can be no assurance, and based upon current revenues being generated by these companies,
our management estimates our total annual revenue will increase by between $40 million and $50 million.
We have previously disclosed in our SEC
filings of our intent to acquire these companies, including in our initial registration statement and subsequent annual reports
filed with the SEC. Certain persons who are employed in management positions with us are also the owners of the entities proposed
to be acquired, including Andy Williams, our current CEO and a director. These disclosure provided we would obtain independent
valuations of all related party transactions prior to consummating any transaction involving a related party. WE have obtained
two separate independent valuations of the entities to be acquired. The relevant term sheets provide that the value of the shares
to be issued to each owner of the entities to be acquired shall be consistent with these independent valuations.
Item 7.01 Regulation FD Disclosure
Our Press Release relating to the execution
of the term sheets described above is attached as Exhibit 99.4 and is hereby incorporated.
Item 9.01 Financial Statements and Exhibits
(b) Exhibits. The following exhibits are
included in this report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MEDICINE MAN TECHNOLOGIES, INC.
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(Registrant)
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Dated: January 14, 2019
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By:
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/s/ Andrew Williams
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Andrew Williams,
Interim Chief Executive Officer
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