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 April 20, 2020, Medicine Man Technologies, Inc. (the “Company”) consummated the merger (the “Merger”) previously announced in a Current Report on Form 8-K filed November 29, 2019, whereby through subsidiary, PBS Merger Sub, LLC (“Merger Sub”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mesa Organics, Ltd. (“Mesa”) and Mesa owners, James Parco and Pamela Parco (together with the Company, the Merger Sub, and Mesa, the “Parties”). On April 20, 2020, the Parties entered into an amendment to the Merger Agreement. The aggregate purchase price is $2,643,314.84 of cash and 2,594,754 shares of the Company’s common stock, par value $0.001 per share. Upon consummation of the Merger, the Company acquired 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 foregoing description of the Merger Agreement and the Amendment 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 the Company’s Current Report on Form 8-K filed November 29, 2019 and the Amendment which is filed as Exhibit 2.1 to this report and incorporated herein by reference. The Merger Agreement and the Amendment, and the foregoing description of the Merger Agreement and Amendment, have been included to provide investors and our stockholders with information regarding the terms of the transactions contemplated by the Merger Agreement. The representations and warranties in the Merger Agreement and Amendment 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.
Item 1.02. Termination of a Material Definitive Agreement.
On April 20, 2020, the Company received a notice of termination from Ahab, LLC, Garden Greens, LLC, Syls LLC, Heartland Industries, LLC and Tri City Partners LLC, (each of whom operates under the name “Strawberry Fields”) terminating the term sheet to acquire such entities. The term sheet was previously described in the Company’s Current Report on Form 8-K filed on September 11, 2019, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided in response to Item 1.01 of this report is hereby incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure
On April 20, 2020, 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. The Company rebranded and conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc.
