Item 1.01. Entry Into a Material
Definitive Agreement.
On July 15, 2019,
Medicine Man Technologies, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain
securities purchase agreement (the “Purchase Agreement”) dated as of June 5, 2019, entered into between the Company
and an accredited investor (the “Investor”). Pursuant to the Amendment, among other things, the Purchase Agreement
was amended to provide for the sale, at the third closing, of a minimum of 3,000,000 shares of the Company’s common stock
(the “Common Stock”), with the Investor having the option to acquire up to an additional 2,500,000 shares of Common
Stock for an aggregate of up to 5,500,000 shares of Common Stock and warrants to purchase 100% of the number of shares of Common
Stock sold at the third closing.
The Amendment
also removed as a closing condition to the second closing, the requirement that the Company shall have entered into definitive
agreements for the acquisitions of each of (a) MedPharm LLC, (b) Futurevision 2020, LLC, Futurevision Ltd, and Medicine Man Longmont,
LLC, collectively, (c) MX, LLC, (d) Los Sueños Farms, LLC, and (e) Farm Boy LLC and Baseball 18, LLC.
In addition, the
Amendment removed all references to a fourth closing and the conditions for such closing, which were outlined in the Purchase Agreement.
The foregoing
description of the Amendment, does not purport to be complete and is subject to and qualified by reference to the full text of
such document, which is attached as an exhibit to this Form 8-K.
Second Closing
On July 16, 2019,
the Company issued and sold 3,500,000 shares of Common Stock and warrants to purchase 3,500,000 shares of common stock pursuant
to the terms of the Purchase Agreement for gross proceeds of $7,000,000.
In
connection with the sale of the forgoing securities, the Company relied upon the exemption from registration provided by Section
4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering, and/or Rule 506 thereunder.