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 30, 2019 (the “Execution Date”), Medicine Man Technologies (the “Company”), a Nevada corporation, entered into a binding term sheet (the “Term Sheet”) with Colorado Health Consultants, LLC, CitiMed, LLC, Lucky Ticket LLC and KEW LLC (collectively, the “Targets”) to which the Company will purchase the membership interests of the Targets (the “Acquisition”).
As consideration, the Company shall pay a total purchase price of $36,898,499 (the “Purchase Price”) consisting of $18,449,249.50 in cash ($9,224,624.75 of which is payable over a period of twelve months after the closing as set forth in the Term Sheet) and 3,095,512 shares of its common stock, par value $0.001 per share. The 3,095,512 shares was determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 30, 2019, which equated to $2.98 per share. Seventy-five percent (75%) 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 fifteen percent (15%) of the stock consideration will also be included in the Long-Form Agreement, as defined below. The Purchase Price is subject to adjustment in the event of a variance in excess of 10% in the Targets’ revenue.
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 Targets under the Term Sheet and the Long-Form Agreement (as defined below), as applicable, 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 medman_ex9901.htm PRESS RELEASE Exhibit 99.1 Medicine Man Technologies Enters into a Term Sheet to Acquire a Second Group of Dispensaries ●Upon closing of pending acquisitions,…
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.
