false
0001622879
0001622879
2024-07-01
2024-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 1, 2024
Medicine Man
Technologies, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Nevada |
000-55450 |
46-5289499 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
865
N. Albion St. Suite 300
Denver, CO |
|
80220 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
(303) 371-0387 |
(Registrant’s Telephone Number, Including Area Code) |
|
|
|
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
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)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange On Which
Registered |
Not applicable |
|
Not applicable |
|
Not applicable |
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 7.01 Regulation
FD Disclosure.
On July 1, 2024, Medicine
Man Technologies, Inc. (the “Company”) issued a press release announcing the Company’s Common Stock currently listed
on the OTCQX (“OTCQX”) will soon transition to the OTC Expert Market as a result of not filing its Quarterly Report on Form
10-Q by the due date of May 15, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information under
Item 7.01 of this Current Report on Form 8-K and the press release attached as Exhibit 99.1 are being furnished by the Company pursuant
to Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information under Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference
into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific
reference in any such filing.
Item 8.01 Other Events.
As previously reported
in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on May 16, 2024 (the “Form 12b-25”),
the Company was unable to file its Form 10-Q within the prescribed period a result of an SEC investigation and subsequent Order to the
Company’s previous auditor, BF Borgers CPA PC.
On May 23, 2024, the
Company received a written notification (the “Notification”) from, the OTC Market Group (the “OTC”), notifying
the Company that because it was delinquent in filing its 10-Q for the period ending March 31, 2024, the Company no longer met the OTCQX
Requirements for Continued Qualification as per Section 3.1(l)(1)(A) of the OTCQX Rules of U.S. Companies (the “OTCQX Rules”).
The Notification further stated that, per Section 6.1 of the OTCQX Rules, the Company had 30 days, or until June 24, 2024, to cure the
deficiency. The OTC subsequently notified the Company that the OTC was exercising its discretion under Section 6.1 of the OTCQX Rules
to provide an additional 15-day grace period (as extended, the “Deadline”). At present, the Company is still not current with
its SEC reporting obligations with respect to its Form 10-Q for the period ended March 31, 2023 (the “Missed Filing”), and
such Missed Filing will not be completed and filed by the Deadline. Therefore, the Company will be removed from the OTCQX, and shifted
to the OTC Market Group’s “Expert Market”. The Expert Market will be available for unsolicited quotes only, meaning
broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors
who are not affiliates or insiders of the issuer.
Once the Company regains
compliance with SEC reporting requirements, it will be able to apply to relist on the OTCQX by submitting a new Form 211 and meeting OTC
Markets requirements for the OTCQX.
The Company is working
diligently with Baker Tilly US, LLP to complete and file the Missed Filing as soon as possible to become current with its SEC reporting
obligations. The Company intends to apply for relisting on the OTC Markets once it becomes current with its SEC reporting obligations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
MEDICINE MAN TECHNOLOGIES, INC. |
|
|
|
By: |
/s/ Christine
Jones |
Date: July 8, 2024 |
|
Christine Jones |
|
|
Chief Legal Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1622879/000110465924078308/tm2419040d1_ex99-1img001.jpg)
Schwazze
Announces Transition to OTC Expert Market and Provides Update on Delayed Filing
DENVER, CO,
July 1, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe CA: SHWZ) ("Schwazze"
or the "Company"), today announced that its common stock will soon transition to the OTC Expert Market, under the ticker symbol
“SHWZ” due to the Company’s delayed filing of its Form 10-Q for the period ended March 31, 2024, with the Securities
and Exchange Commission (“SEC”). The delay was a result of an SEC Order regarding the Company’s previous auditor, BF
Borgers CPA PC (“BF Borgers”), who was dismissed as Schwazze’s auditor prior to the SEC’s Order.
As previously announced
on April 8, 2024, Schwazze dismissed BF Borgers as its independent registered public accountant and engaged Baker Tilly US, LLP (“Baker
Tilly”) as its new independent accountant. Subsequent to the transition, on May 3, 2024, the SEC issued an Order to BF Borgers
and its owner citing the deliberate and systemic failures to comply with Public Company Accounting Oversight Board (“PCAOB”)
standards in its audits and reviews, which were incorporated in more than 1,500 SEC filings from January 2021 through June 2023 and affected
at least 75 percent of BF Borgers’ 369 clients.
As a result of
the SEC Order, the Company’s new auditor needs additional time to complete its prior period review before the Company files its
Quarterly Report for the three months ended March 31, 2024. In addition, Baker Tilly is re-auditing its fiscal year 2023 financial statements
and re-review the closing of its 2022 balance sheet prior to filing its 2024 Annual Report. Baker Tilly is actively working to re-audit
the Company’s financial statements for the associated periods.
The Company intends
to complete the necessary work to be current in its reporting obligations with the SEC in the coming months.
“Our decision
to dismiss BF Borgers as our auditor was a strategic move to bolster our accounting rigor and it proved to be the right decision given
the SEC's subsequent charges on BF Borgers,” said Forrest Hoffmaster, Interim CEO of Schwazze. “Although our OTC listing
was affected by BF Borgers’ actions, we are diligently working with our new auditor to complete the re-audit process in an efficient
and timely manner. We are also pursuing recoveries for all fees related to BF Borgers.”
As
a result of the delayed filing, Schwazze has sought from, and is in communication with, the Ontario Securities Commission (“OSC”)
concerning the availability of a management cease trade order (“MCTO”) in respect of the missed deadline for the Quarterly
Report ended March 31, 2024. If an MCTO is granted, it is expected that the general investing public will continue to be able to trade
in the Company's listed common shares, however, the Company's Named Executive Officers will not be able to trade in the Company's common
shares. The Company confirms it will comply with the provisions of the alternative information guidelines under National Policy 12-203
– Management Cease Trade Orders for so long as an MCTO remains in effect.
About
Schwazze
Schwazze (OTCQX:
SHWZ) (Cboe CA: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and
will continue to explore taking its operating system to other states where it can develop a differentiated regional leadership position.
Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.
Schwazze is anchored
by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes.
The Company's leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as
well as in the cannabis sector.
Medicine Man Technologies,
Inc. was Schwazze's former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze
derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth. To learn more
about Schwazze, visit https://schwazze.com/.
Forward-Looking
Statements
This press release
contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include financial outlooks; any projections of net sales, earnings, or other financial items; any statements of the strategies,
plans and objectives of our management team for future operations; expectations in connection with the Company's previously announced
business plans; any statements regarding future economic conditions or performance; and statements regarding the intent, belief
or current expectations of our management team. Such statements may be preceded by the words "may," "will," "could,"
"would," "should," "expect," "intends," "plans," "strategy," "prospects,"
"anticipate," "believe," "approximately," "estimate," "predict," "project,"
"potential," "continue," "ongoing," or the negative of these terms or other words of similar meaning in
connection with a discussion of future events or future operating or financial performance, although the absence of these words does
not necessarily mean that a statement is not forward-looking. We have based our forward-looking statements on management's current expectations
and assumptions about future events and trends affecting our business and industry. Although we do not make forward-looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Therefore, forward-looking statements
are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks
and uncertainties, many of which are beyond the Company's control and cannot be predicted or quantified. Consequently, actual events
and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include,
without limitation, risks and uncertainties associated with (i) regulatory limitations on our products and services and the uncertainty
in the application of federal, state, and local laws to our business, and any changes in such laws; (ii) our ability to manufacture our
products and product candidates on a commercial scale on our own or in collaboration with third parties; (iii) our ability to identify,
consummate, and integrate anticipated acquisitions; (iv) general industry and economic conditions; (v) our ability to access adequate
capital upon terms and conditions that are acceptable to us; (vi) our ability to pay interest and principal on outstanding debt when
due; (vii) volatility in credit and market conditions; (viii) the loss of one or more key executives or other key employees; and (ix)
other risks and uncertainties related to the cannabis market and our business strategy. More detailed information about the Company and
the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities
and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and
security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. The Company assumes
no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise
except as required by law.
Investor
Relations Contact
Sean Mansouri,
CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
ir@schwazze.com
v3.24.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Medicine Man Technologies (CE) (USOTC:SHWZ)
Historical Stock Chart
From Jul 2024 to Aug 2024
Medicine Man Technologies (CE) (USOTC:SHWZ)
Historical Stock Chart
From Aug 2023 to Aug 2024