1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO.
Dye
Capital Cann Holdings, LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
WC
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5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
18,200,000
Shares1
|
|
8.
|
|
SHARED
VOTING POWER
0
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
18,200,000
Shares1
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,200,000
Shares1
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
1
Includes 9,100,000 shares issuable upon exercise of warrants.
Introduction
This
Amendment No. 2 (“Amendment No. 2”) on Schedule 13D/A is being filed pursuant to Rule13d-1(f) regarding shares
of the common stock, par value $0.001 per share of Medicine Man Technologies, Inc., a Nevada corporation (“MMT”
or the “Issuer”) that may be deemed to be beneficially owned by Dye Capital Cann Holdings, LLC (the “Reporting
Person”).
This
Amendment No. 2 amends and supplements the statement on Schedule 13D originally dated June 12, 2019, as amended. This Amendment
No. 2 reflects transactions and developments through September 30, 2019, relating to such Reporting Person’s holdings of
the Issuer. Only those items hereby reported in this Amendment No. 2 are amended and all other items remain unchanged. Terms used
herein but not otherwise defined shall have the meanings set forth in the Schedule 13D.
Item 1.
|
Security
and Issuer
|
This
statement on Schedule 13D/A relates to the common stock, par value $0.001 per share (each, a “Share”, and collectively,
the “Shares”), of MMT. 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/A is being filed by the Reporting Person, which has sole voting and dispositive power over 18,200,000 Shares which
includes 9,100,000 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. At the second closing on July 16, 2019 (the “Second Closing”)
the Issuer issued and sold 3,500,000 Common Shares and Warrants to purchase 3,500,000 shares of Common Stock, for gross proceeds
of $7,000,000.
On
July 15, 2019, the Reporting Person and the Issuer entered into an amendment to the Purchase Agreement (the “Amendment”).
The
Purchase Agreement, as amended by the Amendment (the “Amended Purchase Agreement”), contemplated the sale,
at a third closing to occur on August 15, 2019 or such other date as may be agreed by the Reporting Person and the Issuer, subject
to certain closing conditions set forth in the Amended Purchase Agreement, of at least 3,000,000 and up to 5,500,000 additional
shares of Common Stock, and warrants to purchase a corresponding number of shares of Common Stock. At the third closing, the final
tranche of which occurred on September 30, 2019, the Issuer issued and sold 4,100,000 Common Shares and Warrants to purchase 4,100,000
shares of Common Stock for gross proceeds of $8,200,000.
Pursuant
to the Amended 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 Amended 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 Reports on Form 8-K, filed with the Securities and Exchange Commission on
June 6, 2019 and July 17, 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 18,200,000 shares, (including 9,100,000 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 its 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 it, 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/A 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
37,568,628 Shares outstanding.
|
(c)
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The
information contained in Item 3 hereto is incorporated herein by reference.
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(d)
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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.
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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:
October 7, 2019
Signature:
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DYE
CAPITAL CANN HOLDINGS, LLC
|
|
|
|
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By:
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/s/
Justin Dye
|
|
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Name:
Justin Dye
|
|
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Title:
Managing Member
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