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 November 23, 2019, Medicine Man Technologies, Inc. (the “Company”), through subsidiary, PBS Merger Sub, LLC (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mesa Organics, Ltd. (“Mesa”) and Mesa owners, James Parco and Pamela Parco, to which, among other things, Merger Sub will merge with and into Mesa with Mesa surviving and becoming a wholly-owned subsidiary of Company (the “Merger”). Upon consummation of the Merger, Company will acquire ownership of Mesa’s subsidiaries, which are in the business of owning and operating certain marijuana establishments in the state of Colorado, to the MED and local licenses (the “Business”). The aggregate purchase price is $11,125,000 in cash and stock to be paid at closing subject to certain adjustments. The closing is subject to various conditions, including, among other things, regulatory approvals and other normal and customary conditions to closing. It is anticipated that closing will occur in late Q1 2019 following satisfaction of all closing conditions.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference. The Merger Agreement, and the foregoing description of the Merger Agreement, have been included to provide investors and our stockholders with information regarding the terms of the transactions contemplated by the Merger Agreement (the “Transactions”). The representations and warranties in the Merger Agreement were made as of a specified date and may be subject to materiality standards different than what would be viewed as material to stockholders. As such, the representations and warranties should be considered in conjunction with the entirety of the disclosures about the Company in the public reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
Item 7.01 Regulation FD Disclosure
On November 27, 2019, the Company issued a press release announcing that the parties had entered into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1.
Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such risks and uncertainties include, without limitation, risks, and uncertainties associated with (i) regulatory limitations on our products and services; (ii) our ability to complete and integrate acquisitions; (iii) general industry and economic conditions; and (iv) our ability to access adequate financing on terms and conditions that are acceptable to us, as well as other risks identified in our filings with the SEC. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise.
| 2.1 | Merger Agreement dated November 23, 2019, by and among Medicine Man Technologies, Inc., PBS Merger Sub, LLC, Mesa Organics Ltd., James Parco, and Pamela Parco. |
| 99.1 | Press Release dated November 27, 2019 |
Medicine Man Technologies, Inc. Exhibit
EX-2.1 2 medman_8k-ex0201.htm MERGER AGREEMENT Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MEDICINE MAN TECHNOLOGIES,…
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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.
