Medicine Man Technologies, Inc. (OTCMKTS:MDCL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 15, 2019 (the “Execution Date”), Medicine Man Technologies (the “Company”), a Nevada corporation, entered into a binding term sheet (the “Term Sheet”) with an edible and extract company (the “Seller”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of the Seller (the “Acquisition”).
As consideration, the Company shall pay a total purchase price of $17,250,000 (the “Purchase Price”) consisting of $3,450,000 cash and 4,677,967 shares of its common stock, par value $0.001 per share. The 4,677,967 shares was determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 8, 2019, which equated to $2.95 per share.
The Purchase Price is predicated on projected 2019 gross revenues of the Seller. The Purchase Price will be adjusted to reflect the actual 2019 gross revenues on a date and method mutually agreed upon by the Company and Seller and shall be memorialized in the Long-Form Agreement (as defined below). However, no adjustment in the Purchase Price will be made if the variation between Seller’s actual and projected 2019 sales is greater than or equal to ten percent (10%), assuming that the EBITDA margin is also kept at or above fifteen percent (15%). The Purchase Price will be payable at the closing, with certain trading restrictions on the stock, to be defined in the Long-Form Agreement. In addition, claw-back language for fifteen percent (15%) of the shares will also be included in the Long-Form Agreement.
The obligations of the Company and Seller under the Term Sheet are conditioned upon the satisfaction or mutual waiver of certain closing conditions (the “Conditions”), including the following:
Medicine Man Technologies, Inc. Exhibit
EX-99.1 2 medman_8k-ex9901.htm PRESS RELEASE Exhibit 99.1 Medicine Man Technologies to Acquire One of Colorado’s Top Award-Winning and Best-Selling Edible Producers ●Strengthens Company’s portfolio with the manufacturers of leading high-quality,…
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About Medicine Man Technologies, Inc. (OTCMKTS:MDCL)
Medicine Man Technologies, Inc. is a cannabis consulting company. The Company provides consulting services for cannabis growing technologies and methodologies, as well as retail operations of cannabis products. The Company focuses on providing assistance to its clients in various businesses related to the cannabis industry, including cultivation; the dispensary business model, including combinations and other variables related to the retail model configuration of both a medical, as well as adult use (recreational) operation, and other areas, including but not limited to business plan generation, financial pro forma generation, application generation support, recommendations for other service providers, employee training and facility design services. It offers a separate cultivation or dispensary license and other related consultative services. It offers both pre-license consulting, as well as licensure services that generally tie to the size of the proposed business venture.
