UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
MEDICINE
MAN TECHNOLOGIES, INC.
(Name
of Issuer)
Common
Stock, Par Value $0.001 per share
(Title
of Class of Securities)
584680106
(CUSIP
Number)
Justin
Dye
Dye
Capital Cann Holdings, LLC
350
Camino Gardens Blvd., Suite 200
Boca
Raton, FL 33432
(303)
371-0387
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Adam
Dunst
Dentons
US LLP
1221
Avenue of the Americas
New
York, NY 10020-1089
Telephone:
(212) 768-6988
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June
5, 2019
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7(b) for other parties to whom copies are to be sent.
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO.
Dye
Capital Cann Holdings, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
WC
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
3,000,000
Shares
1
|
|
8.
|
|
SHARED
VOTING POWER
0
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
3,000,000
Shares
1
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
Shares
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
1
Includes 1,500,000 shares issuable upon exercise of warrants.
Item 1.
|
Security
and Issuer
|
This
statement on Schedule 13D (this “
Schedule 13D
”) relates to the common stock, par value $0.001 per share (each,
a “
Share
”, and collectively, the “
Shares
”), of Medicine Man Technologies, Inc., a Nevada
corporation (”
MMT
” or the “
Issuer
”). The principal executive offices of MMT are located
at 4880 Havana Street, Suite 201, Denver, Colorado 80239.
Item 2.
|
Identity
and Background
|
This
Schedule 13D is being filed by Dye Capital Cann Holdings, LLC (“the “
Reporting Person
”), who has sole
voting and dispositive power over 3,000,000 Shares which includes 1,500,000 shares issuable upon exercise of warrants, that have
not been exercised as of the date hereof.
The
Reporting Person’s business address is 350 Camino Gardens Blvd, Suite 200, Boca Raton, FL 33432.
During
the five years prior to the date hereof, the Reporting Person has not been (1) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
The
Reporting Person is a limited liability company organized under the laws of the State of Delaware.
Item 3.
|
Source
and Amount of Funds or Other Consideration
|
On
June 5, 2019, the Reporting Person and Medicine Man Technologies, Inc. (the “Issuer”) entered into a securities purchase
agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Issuer agreed to sell to the Reporting
Person and the Reporting Person agreed to purchase, in a private placement, up to 7,000,000 shares (the “Common Shares”)
of the Issuer’s common stock, par value $0.001 per share (the “Common Stock”) at a price of $2.00 per share
and warrants (the “Warrants”) to purchase 100% of the number of Common Shares sold. The Warrants are for a term of
three years and are exercisable at a price of $3.50. At the initial closing on June 5, 2019, (the “Initial Closing”)
the Issuer issued and sold 1,500,000 Common Shares and warrants to purchase 1,500,000 shares of Common Stock, for gross proceeds
of $3,000,000.
The
Purchase Agreement contemplates the sale of additional shares of Common Stock, subject to certain closing conditions set forth
in the Purchase Agreement, as follows: (A) 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares of Common
Stock at a second closing to be held on or before July 15, 2019; (B) 1,000,000 shares of common stock and warrants to purchase
1,000,000 shares of Common Stock at a third closing; and (C) 1,000,000 shares of common stock and warrants to purchase 1,000,000
shares of Common Stock at a fourth closing.
Pursuant
to the Purchase Agreement, the Issuer also agreed to certain prohibitions on filing registration statements, and future sale and
issuance of its Common Stock, subject to certain exceptions and granted to an entity affiliated with the Reporting Person certain
rights of participation in future offerings, subject to certain exceptions as set forth in the Purchase Agreement.
Pursuant
to the terms of the Purchase Agreement, at the Initial Closing, Justin Dye and Leonardo Riera were appointed to serve as Directors
of the Issuer, with Mr. Dye appointed as Chairman of the Board of Directors, and chair of the Governance Committee and a member
of the Company’s Audit and Compensation Committees and Mr. Riera appointed as chair of the Audit Committee and a member
of the Compensation and Governance Committees.
The
information set forth in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June
6, 2019, is incorporated herein by reference. The Reporting Person used its working capital to acquire such Shares.
Item 4.
|
Purpose
of Transaction
|
The
Reporting Person acquired the 3,000,000 shares, (including 1,500,000 shares issuable upon exercise of warrants that have not been
exercised as of the date hereof) for investment purposes.
The
Reporting Person retains the right to change his investment intent, from time to time to acquire additional Shares or other securities
of the Issuer, or to sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or
part of the Shares or other securities of the Issuer, if any, beneficially owned by him, in any manner permitted by law. The Reporting
Person may engage from time to time in transactions with financial institutions and other parties with respect to the Shares as
permitted by law. Other than as described above, the Reporting Person currently has no plans or proposals which would be related
to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of
the ongoing evaluation of investment and investment alternatives, the Reporting Person may consider such matters and, subject
to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Person may hold discussions
with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters
as permitted by law.
Item 5.
|
Interest
in Securities of the Issuer
|
(a) – (b)
|
The
responses to Items 7 to 13 on page two of this Schedule 13D are incorporated herein by reference. The percentage of Shares
outstanding reported as beneficially owned by the Reporting Person set forth on page two as of the date hereof is based on
29,962,628 Shares outstanding.
|
(c)
|
The
information contained in Item 3 hereto is incorporated herein by reference.
|
(d)
|
The
Reporting Person does not know of any person having the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares beneficially owned by the Reporting Person.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
To
the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with respect to the securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.
|
Material
to Be Filed as Exhibits
|
The
Purchase Agreement, filed by the Issuer as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on June 6,
2019 is incorporated herein by reference.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
June 12, 2019
Signature:
|
DYE CAPITAL CANN HOLDINGS, LLC
|
|
|
|
|
By:
|
/s/ Justin Dye
|
|
|
Name: Justin Dye
|
|
|
Title: Managing
Member
|
5
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