Drugdoctor
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PART III β NARRATIVE
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report of Form 10-Q, or subject distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following the prescribed due date; and
The accountantβs statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Medicine Man Technologies, Inc. (the βCompanyβ) is unable to file its Annual Report on Form 10-K for the period ended December 31, 2024 (the β2024
Form 10-Kβ) on or prior to March 31, 2025, without unreasonable effort and expense for the reasons stated below.
As previously disclosed, the ongoing impact of the May 3, 2024, U.S. Securities Exchange Commission (βSECβ) order (the βSEC Orderβ) against B.F.
Borgers CPA PC and Benjamin F. Borgers (individually and together, βBorgersβ), pursuant to which the SEC suspended Borgers from appearing or
practicing before the SEC as an accountant, has been significantly challenging for the Company. Borgers was the Companyβs independent auditor for the
fiscal year ending December 31, 2023, during which time Borgers reviewed Company financial statements and performed reviews of interim financial
statements. As stated in the SEC Order, Form 10-Q filings on or after the date of the SEC Order may not present financial information that has been
reviewed by Borgers. Each quarterly and annual period presented in Form 10-Q and Form 10-K filings on or after the date of the SEC Order must be
reviewed by a qualified, independent, PCAOB-registered public accountant that is permitted to appear or practice before the Commission.
In April 2024, the Company engaged Baker Tilly to provide a re-audit of the Companyβs year-end December 31, 2023 financial statements as filed on the
Annual Report on Form 10-K and the interim quarterly statement for the three-months ending March 31, 2023, as filed in the Quarterly Report on Form 10
Q, the interim quarterly statement for the six-months ending June 30, 2023, as filed in the Quarterly Report on Form 10-Q, and the interim quarterly
statement for the nine-months ending September 30, 2023, as filed in the Quarterly Report on Form 10-Q. The extent of the SEC Orderβs impact has been
significant on the Companyβs financial statements as of and for the fiscal quarters ending March 31, 2024, June 30, 2024, September 30, 2024, and the
year-end December 31, 2024 to be included in the Quarterly Report filed on Form 10-Q and its Annual Report filed on Form 10-K, and its financial
statements as of and for the year ended December 31, 2023 included in its Annual Report on Form 10-K.
On November 29, 2024, following discussions with Baker Tilly and Company management, the Companyβs Audit Committee determined that the
previously issued audited consolidated financial statements for the fiscal years ended December 31, 2022, and December 31, 2023, as filed in the Annual
Report on Form 10-K (the β2023 Form 10-Kβ) audited by Borgers, along with the unaudited condensed consolidated financial statements and related notes
for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023 (collectively, the βSubject Periodsβ), require restatement (the
βRestatementβ). This determination was made due to the identification of certain accounting errors that require corrections, primarily in technical
accounting areas. The Company has concluded that these corrections are material, and accordingly, the previously issued financial statements for the
Subject Periods should no longer be relied upon.
Because of the impact of the SEC Order and the Restatement, the Company has been unable to file (i) its Quarterly Report on Form 10-Q for the three
months ending March 31, 2024 (the βQ1 2024 Form 10-Qβ); (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the βQ2
2024 Form 10-Qβ); and (iii) its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the βQ3 2024 Form 10-Qβ and together
with the Q1 2024 Form 10-Q, Q2 2024 Form 10-Q, and Q3 2024 Form 10-Q, the βHistorical Late Filings.β). Accordingly, the Company has also not yet
filed its 2024 Form 10-K