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 29, 2019 (the “Execution Date”), Medicine Man Technologies (the “Company”), a Nevada corporation, entered into a binding term sheet (the “Term Sheet”) with High Country Supply d/b/a Colorado Harvest Company (“CHC” ) to which the Company will purchase 100% of the capital stock or assets of CHC (the “Acquisition”).
As consideration, the Company shall pay a total purchase price of $12,500,000 (the “Purchase Price”) consisting of $4,000,000 in cash and 2,881,356 shares of its common stock, par value $0.001 per share. The 2,881,356 shares was determined by averaging the closing price of Company’s common stock for the five (5) days prior to July 8, 2019, which equated to $2.95 per share.
A portion of the stock consideration will be subject to certain trading restrictions in the first year after issuance, to be defined in the Long-Form Agreement, as defined below. In addition, claw-back language for twenty-five percent (25%) of the stock consideration will also be included in the Long-Form Agreement, as defined below.
The Purchase Price is predicated on projected 2019 gross revenues of CHC. The Purchase Price will be adjusted to reflect the actual 2019 gross revenues as of December 31, 2019 and will be memorialized in the Long Form Agreement, as defined below. However, no adjustment in the Purchase Price will be made if the variation between CHC’s actual and projected 2019 sales is plus or minus ten percent (10%). In addition, the Purchase Price may be adjusted if certain EBITDA targets are not met.
The Term Sheet provides for a closing on or before May 1, 2020, unless the parties agree to an extension.
The obligations of the Company and CHC under the Term Sheet are conditioned upon the satisfaction or mutual waiver of certain closing conditions (the “Conditions”) on or before May 1, 2020 or unless the parties agree to a mutual extension, including the following:
Medicine Man Technologies, Inc. Exhibit
EX-99.1 2 mmt_ex9901.htm PRESS RELEASE Exhibit 99.1 Medicine Man Technologies to Bolster Retail Distribution Channels with Planned Acquisition of Colorado Harvest Company ●Colorado Harvest Company operates three retail centers in the Denver Metro area and is the Company’s ninth proposed acquisition in 2019 ●Company will benefit from added retail scale and cross-selling opportunities given its current strategy to acquire a fast-growing portfolio of companies and brands ●Industry pioneers Tim Cullen and Ralph Morgan,…
To view the full exhibit click here
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.
