Amended Current Report Filing (8-k/a)
March 30 2022 - 4:55PM
Edgar (US Regulatory)
0001622879
true
Form 8-K Amendment
0001622879
2022-02-08
2022-02-08
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February
8, 2022
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.) |
|
4880 Havana Street, Suite 201
Denver, Colorado |
80239 |
| (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.
Explanatory Note
On February 14, 2022, Medicine
Man Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report,
among other things, the completion of its acquisitions of the assets of Reynold Greenleaf and Associates, LLC (“RGA”) and
the equity of Elemental Kitchen and Laboratories, LLC.
The Company is filing this
Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Original Form 8-K to include (i) unaudited
consolidated financial statements of RGA and its subsidiaries and managed entities as of, and for the nine months ended, September 30,
2021, (ii) audited consolidated financial statements of RGA and its subsidiaries and managed entities as of, and for the year ended, December
31, 2020, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition, required
by Items 9.01(a) and 9.01(b) of Form 8-K. This Amendment does not modify, amend, or update in any way any of the financial or other information
contained in the Original Filings, nor does it reflect events that may have occurred subsequent to the filing dates of the Original Filings.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
1. The unaudited consolidated
financial statements of RGA and its subsidiaries and managed entities and the notes thereto, for the nine months ended September 30, 2021
are included as Exhibit 99.2 hereto and are incorporated herein by reference.
2. The audited consolidated
financial statements of RGA and its subsidiaries and managed entities and the notes thereto, for the year ended December 31, 2020, are
included as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed
combined financial information of the Company, giving effect to the Nuevo purchase agreement, is included in Exhibit 99.3 hereto and is
incorporated herein by reference:
1. Unaudited Pro Forma Condensed
Combined Balance Sheet as of September 30, 2021;
2. Unaudited Pro Forma Condensed
Combined Statement of Operations for the nine months ended September 30, 2021; and
3. Unaudited Pro Forma Condensed
Combined Statement of Operations for the year ended December 31, 2020.
(d) Exhibits
| Exhibit No. |
Description |
| 2.1 |
Purchase Agreement, dated November 29, 2021, by and among Medicine Man Technologies, Inc., Nuevo Holding, LLC, Nuevo Elemental Holding, LLC, Reynold Greenleaf & Associated, LLC, William N. Ford, Elemental Kitchen and Laboratories, LLC and the Equityholders named therein (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed December 3, 2021 (Commission File No. 000-55450)) |
| 2.2* |
Modification Agreement, dated February 8, 2022, by and among Medicine Man Technologies, Inc., Nuevo Holding, LLC, Nuevo Elemental Holding, LLC and William N. Ford in his capacity as Representative under the Purchase Agreement, dated November 29, 2021 (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 14, 2022 (Commission File No. 000-55450)) |
| 2.3 |
Call Option Agreement, dated February 8, 2022, by and between Nuevo Holding, LLC and R. Greenleaf Organics, Inc. (Incorporated by reference to Exhibit 2.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 14, 2022 (Commission File No. 000-55450)) |
| 2.4 |
Call Option Agreement, dated February 8, 2022, by and between Nuevo Holding, LLC and Medzen Services, Inc. (Incorporated by reference to Exhibit 2.4 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 14, 2022 (Commission File No. 000-55450)) |
| 4.1 |
Promissory Note, dated February 8, 2022, issued by Nuevo Holding, LLC to Reynold Greenleaf & Associated, LLC (Incorporated by reference to Exhibit 4.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 14, 2022 (Commission File No. 000-55450)) |
| 23.1 |
Consent of BF Borgers CPA PC |
| 99.1 |
Press Release, dated February 8, 2022 (Incorporated by reference to Exhibit 99.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 14, 2022 (Commission File No. 000-55450)) |
| 99.2 |
Reynold Greenleaf and Associates, LLC and its subsidiaries and managed entities Unaudited Consolidated Financial Statements for the nine months ended September 30, 2021 and the Audited Consolidated Financial Statements for the year ended December 31, 2020 |
| 99.3 |
Unaudited Pro Forma Condensed Combined Financial Information |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain
exhibits and schedules to the agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K and Item 601(a)(5), as applicable,
of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange
Commission upon request.
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/ Justin Dye |
| Date: March 30, 2022 |
|
Justin Dye, Chief Executive Officer |
| |
|
(Principal Executive Officer) |
| |
| |
|
| |
|
|
| |
By: |
/s/ Nancy Huber |
| |
|
Nancy Huber, Chief Financial Officer |
| |
|
(Principal Financial and Accounting Officer) |
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