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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

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Filed by the Registrant  ☒

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MEDICINE MAN TECHNOLOGIES, INC.

( d/b/a Nevada corporation)

Notice of Annual Shareholder Meeting

and

Proxy Statement

SCHWAZZE

MEDICINE MAN TECHNOLOGIES, INC.

4880 Havana Street,

Suite 201

Denver, Colorado 80239

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 8, 2017

To be Held December 15, 2022

To our Stockholders:the Stockholders of Medicine Man Technologies, Inc.:

On behalf of our Board of Directors, I cordially invite you to attend our 2017NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders. This meetingStockholders (the “Annual Meeting”) of Medicine Man Technologies, Inc., a Nevada corporation doing business as Schwazze (the “Company”), will be held at our principal place of business located9 a.m. local time on December 15, 2022, or such later date or dates as such Annual Meeting may be postponed or adjourned, at 4880 Havana St.,Street, Suite 201, Denver CO 80239 on Saturday, June 3, 2017, at 10:00 a.m., local time. Duringfor the meeting, we will discuss the itemspurpose of business described in the accompanying Notice of Annual Meetingconsidering and Proxy Statement, update you on important developments in our business and respond to any questions that you may have about us.

Information about the matters to be acted upon at the meeting is contained in the accompanying Notice of Annual Meeting and Proxy Statement. Included with this Proxy Statement please find your proxy card instructions for voting. You are being asked to elect directors, ratify the appointment of our auditors and conduct any other business properly raised at the meeting or any adjournments or postponements thereof.

Your vote is very important. Please take a moment now to cast your vote whether or not you plan to attend the meeting by completing, signing, dating and returning the enclosed proxy using the enclosed self-addressed, stamped envelope. You may still vote in person at the meeting, even if you return a proxy.

I look forward to seeing you at the meeting.

MEDICINE MAN TECHNOLOGIES, INC.

4880 Havana Street

Suite 201

Denver, Colorado 80239

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SATURDAY, JUNE 3, 2017

To the Shareholders of MEDICINE MAN TECHNOLOGIES, INC.

Pursuant to the Company’s Bylaws, please take notice that an Annual Meeting of Shareholders of Medicine Man Technologies, Inc. will be held at 4880 Havana St., Suite 201, Denver, Colorado 80239 on Saturday, June 3, 2017, at 10:00 a.m. local time and votetaking action on the following matters:

proposals:

The foregoing business items are more fully described in the following pages, which are made part of this notice.

The Company’s Board of Directors recommends that you vote as follows:

May 1, 2017,The Company’s Board of Directors has been fixed the close of business on October 28, 2022 as the record date (the “Record Date”) for the determination of the shareholdersstockholders entitled to notice of and to vote at the meetingAnnual Meeting and only holdersat any adjournments or postponements thereof. You may vote if you were the record owner of shares of Commonthe Company’s common stock or Series A Cumulative Convertible Preferred Stock of record at the close of business on that day will bethe Record Date.

As of the Record Date, there were 54,741,506 shares of common stock and 86,050 shares of Series A Cumulative Convertible Preferred Stock outstanding and entitled to vote. A list of stockholders of record will be available at the Annual Meeting and, during the 10 days before the Annual Meeting, at the office of the Secretary of the Company at 4880 Havana Street, Suite 201, Denver, CO 80239.

This year, we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of paper copies of our proxy statement and 2021 Annual Report. The stock transfer books will not be closed.

Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2021 Annual Report, and proxy card.

All shareholdersstockholders are cordially invited to attend the meeting. To insureAnnual Meeting. Whether you plan to attend the Annual Meeting or not, you are requested to complete, sign, date and return the enclosed proxy card, or respond via Internet or telephone, as soon as possible in accordance with the instructions on the proxy card and the Notice. A pre-addressed, postage prepaid return envelope is enclosed for your representationconvenience.

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These proxy materials are also available via the Internet at www.proxyvote.com. You are encouraged to read the proxy materials carefully in their entirety and submit your proxy as soon as possible so that your shares can be voted at the meeting, please complete and promptly mailAnnual Meeting in accordance with your proxy, which is solicited by the Board of Directors, in the return envelope provided. If desired, you may also complete your proxy card, scan it as a PDF or JPEG file, and send it to MDCL-ASM-2017@medicinemantechnologies.com no later than Saturday, June 3, 2017. Submission of your proxy by mail or email will not prevent you from voting in person, should you so desire, but will help to secure a quorum and avoid added solicitation costs.instructions.

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YOUR VOTE AT THE ANNUAL MEETING IS IMPORTANT

Your vote is important. Please datevote as promptly as possible even if you plan to attend the Annual Meeting.

For information on how to vote your shares, please see the Notice and signinstruction from your broker or other fiduciary, as applicable, as well as “General Information About the Annual Meeting” in the proxy statement accompanying Proxy Cardthis notice.

We encourage you to vote by completing, signing, and either mail or emaildating the proxy card, and returning it promptly in the enclosed envelope, or tosubmitting your vote via the email address provided hereinInternet.

Votes not received via mail or email by Saturday, June 3, 2017 will be considered to be non-timely and may,If you have questions about voting your shares, please contact our Corporate Secretary at the determination of the Chairperson not be included for consideration

Medicine Man Technologies, Inc., at 4880 Havana Street, Suite 201, Denver, CO 80239, telephone number (303) 371-0387.

If you decide to change your vote, you may revoke your proxy in the manner described in the attached proxy statement at any time before it is voted.

We urge you to review the accompanying materials carefully and to vote as promptly as possible.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY STATEMENT

MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON DECEMBER 15, 2022 AT 9 A.M. LOCAL TIME.

The Notice of Annual Meeting of Stockholders, our Proxy Statement and our 2021 Annual Report are available at: www.proxyvote.com.

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To Be Held Saturday, June 3, 2017​

MEDICINE MAN TECHNOLOGIES, INC. d/b/a SCHWAZZE

4880 Havana Street, Suite 201

Denver, Colorado 80239

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2022

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

This Proxy Statement is furnished in conjunctionproxy statement, along with the solicitationaccompanying notice of the 2022 Annual Meeting of Stockholders (the “Notice”), contains information about the 2022 Annual Meeting of Stockholders of the Company, including any adjournments or postponements thereof (referred to herein as the “Annual Meeting”). We are holding the Annual Meeting at 9:00 a.m. local time on December 15, 2022, at 4880 Havana Street, Suite 201, Denver CO 80239, or such later date or dates as such Annual Meeting date may be adjourned or postponed. For directions to the meeting, please call (303) 371-0387.

This proxy statement has been prepared by the Company’s management and it solicits proxies by and on behalf of the Company’s Board of Directors (referred to herein as the “Board of Directors” or the “Board”).

This proxy statement and the other proxy materials for the Annual Meeting also are available via the Internet at www.proxyvote.com. You are encouraged to read the proxy materials carefully, and in their entirety, and submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Even if you plan to attend the Annual Meeting, you are encouraged to submit your vote promptly. You have a choice of submitting your proxy by Internet, by telephone or by mail, and the Notice and the proxy card provides instructions (and access number) for each option.

In this proxy statement, we refer to Medicine Man Technologies, Inc., a Nevada corporation (the “Company”),doing business as Schwazze, as the “Company,” “we,” “us” or “our.”

We are mailing the Notice and/or this proxy statement, as applicable, beginning on or about November 1, 2022.

Why Did You Send Me This Proxy Statement?

The Board of Directors is soliciting proxies, in the accompanying form, to be used at the Company’s Annual Meeting of Shareholders (the “Meeting”) to be held on Saturday, June 3, 2017, at 10:00 a.m. at 4880 Havana St., Suite 201, Denver, Colorado 80239, and at any adjournments or postponements thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What will stockholders be voting on This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Meeting?

Annual Meeting. At the Annual Meeting, you will be asked to vote on the following proposals:

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on December 15, 2022: The Notice of Annual Meeting of Stockholders, our Proxy Statement and our 2021 Annual Report are available at www.proxyvote.com.

Who isThe following documents are being made available to all stockholders entitled to notice of and to vote at the MeetingAnnual Meeting:

The 2021 Annual Report includes our financial statements for the fiscal year ended December 31, 2021 but is not a part of this proxy statement. You can also find a copy of our 2021 Annual Report on Form 10-K, as amended by our Annual Reports on Form 10-K/A, on the Internet through the Securities and how many votes do they have?Exchange Commission’s (“SEC”) electronic data system called EDGAR at www.sec.gov/edgar or through the “SEC Filings” section of our website at https://ir.schwazze.com/sec-filings/all-sec-filings.

Who Can Vote?

Common stockholdersStockholders who owned shares of recordour common stock or shares of our Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) at the close of business on the Record Date, May 1, 2017, mayOctober 28, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. Each share of Common Stock has one vote. There were 10,558,087 sharesHolders of our Commoncommon stock and Series A Preferred Stock outstanding on the Record Date.

What percentage of our Common Stock do the directors and executive officers own?

Our Board of Directors owns 17.9 % of our issued and outstanding shares of Common Stock in the aggregate,

How do I vote?

vote together as a single class.

You must be present, or represented by proxy, atdo not need to attend the Annual Meeting in order to vote your shares. EvenShares represented by valid proxies received in time for the Annual Meeting and not revoked prior to the Annual Meeting will be voted at the Annual Meeting. A stockholder may revoke a proxy before the proxy is voted by following the instructions included below under “May I Change or Revoke My Proxy?”

How Many Votes Do I Have?

Each share of common stock that you own entitles you to one vote. Each share of Series A Preferred Stock that you own entitles you to cast a number of votes equal to the number of whole shares of common stock into which the share of Series A Preferred Stock would convert into as of the Record Date as if such share of Series A Preferred Stock were convertible as of such date. Each share of Series A Preferred Stock is convertible into the number of share(s) of common stock determined by dividing (i) the Series A Preferred Stock preference amount (which includes accrued dividends) plus the pro rata portion of the amount of the next dividend for the period between the previous dividend payment date and the date of determination, by (ii) $1.20.

As of the Record Date, there were 54,741,506 shares of common stock and 86,050 shares of Series A Preferred Stock outstanding and entitled to vote. The shares of Series A Preferred Stock outstanding as of the Record Date are entitled to cast an aggregate of 82,487,530 votes. The 441,247 shares of common stock that are held in escrow under the applicable acquisition agreements entered into with certain sellers and the 944 shares of Series A Preferred Stock that are held in escrow under the asset purchase agreements entered into with the Star Buds Companies are not outstanding as of the Record Date nor entitled to vote at the Annual Meeting.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we encourageurge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares by proxy. Since we expect that manyshould be voted for or withheld for each nominee for director, and how your shares should be voted with respect to each of our common stockholders will be unable to attend the Meeting in person, we sendother proposals. Except as set forth below, if you properly submit a proxy cards to all of our common stockholders to enable them to vote either by direct mail, email submission, or via electronic means.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. If you complete and return the enclosed proxy card,without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend

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the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, Globex Transfer, LLC, you may vote:

If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

How Does the Board Recommend That I Vote On the Proposals?

The Board recommends that you vote as follows:

If any other matter is presented, the proxy card provides that your shares will be voted by the proxies identifiedproxy holder listed on the proxy card.

By completing and returningcard in accordance with his or her judgment if permitted by applicable law. As of the date of this proxy card, who amstatement, we are not aware of any other matters that need to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I designating as my proxy?Change or Revoke My Proxy?

You will be designating Andrew Williams, our Chief Executive Officer as your proxy. He may act on your behalf and will have the authority to appoint a substitute to act as proxy.

How will my proxy vote my shares?

Your proxy will vote according to the instructions onIf you give us your proxy, card.

We do not intend to bring any other matter for a vote at the Meeting, and we do not know of anyone else who intends to do so. However, your proxies are authorized to vote on your behalf, in their discretion, on any other business that properly comes before the Meeting or any adjournments or postponements thereof.

How do I vote using my proxy card?

Simply complete, sign and date the enclosed proxy card and return it in the postage-paid, self-addressed envelope provided or via email (PDF or JPEG format attachment) to MDCL-ASM-2017@medicinemantechnologies.com.

How do Iyou may change or revoke my proxy?

it at any time before the Annual Meeting. You may change or revoke your proxy atin any time before your shares are voted atone of the Meeting by:

following ways:

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What If I Receive More Than One Proxy Card?

You may receive more than one proxy card or voting instruction form if you hold shares of our common stock or Series A Preferred Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above or on the proxy card for each account to ensure that all of your shares are voted.

Will My Shares Be Voted If I Do Not Return My Proxy Card?

If your shares are registered in your name, they will not be voted if you do not return your proxy card by ballot in personmail or vote at the Meeting.

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What Vote is Required to Approve Each Proposal and How are Votes Counted?

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What constitutesConstitutes a quorum?Quorum for the Annual Meeting?

A quorum, which is necessary to conduct business at the Meeting, constitutesThe presence, in person, by means of electronic communication, or by proxy, of a majority of the outstandingaggregate number of shares of our Common Stockeach class of capital stock outstanding and entitled to be castvote at the Annual Meeting present in person or represented by proxy. If you sign and return your proxy card, your shares will be counted in determining the presence ofis necessary to constitute a quorum even if you withhold your vote or abstain from voting. If a quorum is notat the Annual Meeting. Votes of stockholders of record who are present at the Annual Meeting the Chairman of the Meeting or the stockholders present in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Householding of Annual Disclosure Documents

The SEC previously adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or banks, brokers or other nominees holding our shares on your behalf to send a single mailing containing our annual report and proxy statement to any household at which two or more of our stockholders reside if either we or the banks, brokers or other nominees believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both stockholders and us. It reduces the volume of duplicate information received by you and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once stockholders receive notice from their banks, brokers or other nominees or from us that communications to their addresses will be “householded,” the practice will continue until stockholders are otherwise notified or until they revoke their consent to the practice. Each stockholder will continue to receive a separate proxy card or voting instruction card.

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Those stockholders who either (i) do not wish to participate in “householding” and would like to receive their own sets of our annual disclosure documents in future years or (ii) who share an address with another one of our stockholders and who would like to receive only a single set of our annual disclosure documents should follow the instructions described below:

Who is paying for this proxy solicitation?

We will bear the cost of preparing, printing, assembling and mailing the Notice, accompanying proxy card, this proxy statement, as applicable, and other material furnished to stockholders in connection with the solicitation of proxies. In addition to mailed proxy materials, our directors, officers and employees may adjournalso solicit proxies in person, by telephone, or by other means of communication. We will not pay our directors, officers and employees any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the Meetingcost of forwarding proxy materials to beneficial owners.

When are stockholder proposals due for next year’s annual meeting?

At our annual meeting each year, our Board of Directors submits to stockholders its nominees for election as directors. In addition, the Board of Directors may submit other matters to the stockholders for action at the annual meeting. Stockholders may also submit proposals on matters appropriate for stockholder action at our annual meetings consistent with regulations adopted by the SEC and our amended and restated bylaws (the “Bylaws”).

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholders may present proper proposals for inclusion in our proxy statement for consideration at the 2023 annual meeting of stockholders by submitting their proposals to us in a date nottimely manner. These proposals must meet the stockholder’s eligibility and other requirements of the SEC. To be considered for inclusion in next year’s proxy materials pursuant to Rule 14a-8, you must submit your proposal to our Corporate Secretary in writing by July 7, 2023 if the 2023 annual meeting of stockholders is held on or within 30 days of December 15, 2023. If we elect to hold our 2023 annual meeting of stockholders more than 12030 days before or after December 15, 2023, such stockholder proposals would have to be received a reasonable time before we begin to print and send our proxy materials for the 2023 annual meeting of stockholders.

In addition, under the terms of our Bylaws, stockholders who desire to present a proposal for action or to nominate directors (other than proposals and nominations to be included in our proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act) at the 2023 annual meeting of stockholders must give written notice, either by personal delivery or by U.S. mail, to our Corporate Secretary no earlier than 90 and no later than 30 calendar days before the date of the 2023 annual meeting of stockholders. Such notice must contain the information required by Section 2.13 of our Bylaws.

All proposals or other notices should be addressed to our Corporate Secretary, 4880 Havana Street, Suite 201 Denver, CO 80239.

If we do not have notice of a proposal or director nomination to come before an annual meeting of stockholders at least 30 calendar days before such annual meeting (unless the annual meeting in question is held more than 30 days before or after the first anniversary of the prior year’s annual meeting of stockholders), your proxy card for such annual meeting will confer discretionary authority to vote on such proposal or nomination. If we elect to hold an annual meeting more than 30 days before or after the first anniversary of the prior year’s annual meeting of stockholders, your proxy for such annual meeting will confer discretionary authority to vote on such proposal or nomination if we do not have notice of such matter a reasonable time before we begin to send our proxy materials for such annual meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, based on 54,741,506 shares of our common stock outstanding as of October 5, 2022 (which excludes treasury stock and certain shares held in escrow or otherwise issuable or releasable in connection with consummated mergers and acquisitions), certain information as to the stock ownership of each person known by us to own beneficially more than five percent or more of our outstanding common stock, of each of the named executive officers included in the Summary Compensation Table below (“NEOs”), of our directors, and of all our current executive officers and directors as a group. In computing the outstanding shares of common stock, we have excluded all shares of common stock subject to options, warrants or other securities that are not currently exercisable or convertible or exercisable or convertible within 60 days of October 5, 2022 and are therefore not deemed to be outstanding and beneficially owned by the person holding the options, warrants or other securities for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person; provided, that we have included shares of common stock underlying such options, warrants or other securities with respect to each person who acquired any such options, warrants or other securities with the purpose or effect of changing or influencing the control of the Company in accordance with Rule 13d-3 promulgated under the Exchange Act. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Medicine Man Technologies, Inc., 4880 Havana Street, Suite 201, Denver, CO 80239.

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The shares of common stock issuable upon conversion of shares of our Series A Preferred Stock and our 13% senior secured convertible notes due December 7, 2026 (the “Convertible Notes”) are calculated by including accrued but unpaid dividends and interest, as applicable, as of October 5, 2022 plus dividends and interest, as applicable, accruing during the following 60 days. The table below does not include (i) 441,247 shares of common stock held in escrow in connection with consummated mergers and acquisitions and (ii) shares of common stock issuable upon conversion of 944 shares of Series A Preferred Stock that are held in escrow under the asset purchase agreements entered into with the Star Buds Companies, all of which are neither outstanding as of the Record Date nor entitled to vote at the Annual Meeting.

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The following table sets forth, based on 86,050 shares of our Series A Preferred Stock outstanding as of October 5, 2022 (which excludes certain shares of Series A Preferred Stock held in escrow or otherwise issuable or releasable in connection with consummated mergers and acquisitions), certain information as to the stock ownership of each person known by us to own beneficially more than five percent or more of the Series A Preferred Stock, of each of the NEOs included in the Summary Compensation Table, of our directors, and of all our current executive officers and directors as a group. The table below does not include 944 shares of Series A Preferred Stock that are held in escrow under the asset purchase agreements entered into with the Star Buds Companies, which are not outstanding as of the Record Date nor entitled to vote at the Annual Meeting.

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Unless otherwise indicated, the address of each of the following beneficial owner is c/o Medicine Man Technologies, Inc., 4880 Havana Street, Suite 201, Denver, CO 80239. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted.

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PROPOSAL NO. 1 - ELECTION OF DIRECTORS

At the Annual Meeting, the Board of Directors will submit to the stockholders for nomination each of Jonathan Berger, Jeffrey Cozad, Jeffrey Garwood, Paul Montalbano, and Salim Wahdan for election as Class A directors for a two-year term expiring at the Company’s 2024 annual meeting. Each nominee, if elected, will serve until the expiration of his respective term and until a quorumsuccessor is present.elected and qualified, or until his earlier death, resignation or removal. All nominees are members of the present Board of Directors.

What are my voting choices when voting onThe Board of Directors recommends a vote FOR the director nominees, and whatnominees. The persons named in the accompanying proxy card will vote is needed to elect directors?

When voting onfor the election of directorthe nominees named in this proxy statement unless stockholders specify otherwise in their proxies. If any nominee at the time of election is unable to serve, until the 2019 Annual Meeting of Stockholders and until their successors are elected, you may:

A nominee is elected to the Board if a plurality of votes cast in the election of directors is cast “for” the nominee. Any votes withheld will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of the proposal. In the event that any nominee for directorotherwise is unavailable for election, and if other nominees are designated by the Board may either reduceof Directors, the number of directors or choose apersons named as proxy holders on the accompanying proxy card intend to vote for such substitute nominee. If the Board chooses a substitute nominee, the shares represented by a proxy will be voted for the substitute nominee, unless other instructions are given in the proxy.

The Board recommends that the stockholders vote “FOR” allnominees. Management is not aware of the nominees.existence of any circumstance which would render the nominees named below unavailable for election.

What vote is required to approve each Proposal?

Proposal No. l. Election of Directors. The election of each director nominee requiresSet forth below are the affirmative vote of a pluralitynames, ages, and biographical information of the votes cast, if a quorum is present, in the election of directors.

Proposal No. 2. Ratification of Auditors. An affirmative vote of a majoritynominees for Class A directors of the votes cast at the Meeting, ifCompany.

Jonathan Berger, 63, has served as a quorum is present, is required for ratificationdirector since December 2021. Mr. Berger previously served as CEO and director of the selection of BF Borgers CPA PC as independent auditors for the fiscal year ending December 31, 2017.

Proposal No. 3. To approve an Agreement and Plan of Merger, dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Medicine Man Consulting,Great Lakes Dredge & Dock, Inc., a direct, wholly-owned subsidiaryNasdaq listed company. Mr. Berger also served on the board of Medicine Man Technologies,directors of Boise Paper, Inc. and Pono Publications, Ltd. An affirmative vote of, a majorityNew York Stock Exchange listed company, where he also served as chair of the votes castaudit and compensation committees of the board of directors. Mr. Berger is currently a member of the board of directors of Alloy, a privately-held specialty environmental contractor, and Partner with Genesis Business Humanity, a boutique advisory firm. Prior to his director and executive experience, Mr. Berger was a partner at KPMG, an international accounting and consulting firm, where he led KPMG’s national corporate finance practice. Mr. Berger has previously held a CPA license and securities licenses throughout his career after earning a BS in Human Development from Cornell University and an MBA from Emory University. Mr. Berger’s experience in senior leadership and directorships with both private and publicly-traded companies, as well as his robust financial background and previously-held certifications, qualifies him to serve on the Board.  

Jeffrey Cozad, 58, has served as a director since March 2021. From 2007 to 2019, Mr. Cozad was a Managing Partner at Stonerise Capital Partners (“Stonerise Capital”), an investment management company in San Francisco, California that he co-founded in 2007. Beginning in January 2020, Mr. Cozad became Managing Partner Emeritus at Stonerise Capital. In October 2020, Mr. Cozad co-founded CRW, a special purpose vehicle created to support the Company’s vision of becoming one of the largest vertically integrated cannabis operators in Colorado. He is also the Managing Partner of his family office, Cozad Investments, which has completed more than 20 investments across a disparate set of industries over the past 13 years. Mr. Cozad holds an MBA from The University of Chicago Booth School of Business and received a BA in Economics and Management from DePauw University, where he served on the Board of Trustees for 10 years and also chaired the University’s endowment fund investment committee during his tenure on the Board of Trustees. We believe his significant experience with investments across a variety of industries qualifies him to serve on the Board.

Jeffrey Garwood, 60, has served as a director since September 2020. Mr. Garwood is the founder of, and since 2010 has been the managing member of, Liberation Capital, LLC, a private equity fund that is focused on providing modular, repeatable waste to value project finance. He is also the co-owner of, and since 2010 has actively managed, Zysense LLC, an entity providing high precision measurement instruments for research. Prior to founding Liberation Capital, Mr. Garwood held a variety of leadership positions with General Electric Company (“GE”), including President and CEO of GE Water and Process Technologies, President and CEO of GE Fanuc, and President of Garrett Aviation. Prior to joining Garret Aviation, Mr. Garwood worked at the Meeting, ifstrategic consulting firm McKinsey and Company. Mr. Garwood received a quorumB.S. of Chemical Engineering from North Carolina State University and an MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. Mr. Garwood brings 30 years of extensive business experience across finance and operational departments, and we believe this experience and Mr. Garwood’s qualifications across multiple industries qualifies him to serve on the Board.

Paul Montalbano, 55, has served as director since February 2022. Dr. Montalbano is present,a neurosurgeon in Boise, Idaho, where he actively practices as a partner at Neuroscience Associates, specializing in complex spinal reconstruction. Before

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joining Neuroscience Associates in 2000, Dr. Montalbano completed his six-year residency at the University of South Florida located in Tampa, Florida. Dr. Montalbano received a Bachelor of Science from Loyola University of Chicago and his M.D. from Northwestern University. Since 2012, Dr. Montalbano has served on the board of Treasure Valley Hospital in Boise, ID, including service on the medical executive, governing, and financial committees of the board of Treasure Valley Hospital. He is required for approvalalso the director of this transaction.

Proposal No. 4 To approve a Share Exchange Agreement dated asneurosurgery and serves on the Neurosurgery Center of February 27, 2017, by and between Medicine Man Technologies, Inc., Success Nutrients, Inc.Excellence committee at Treasure Valley Hospital. The Company and the shareholdersBoard believe that Mr. Montalbano’s significant experience with private healthcare companies qualifies him to serve on the Board.

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Salim Wahdan, 42, has served as a director since March 2021. Mr. Wahdan has nearly two decades of Success Nutrients, Inc. An affirmative voteentrepreneurial experience owning and operating retail businesses. During the last five years, Mr. Wahdan was a partner and operator of a majorityStar Buds in Adams, Louisville, and Westminster, several of the votes cast atStar Buds’ branded dispensaries the Meeting, if a quorum is present, is required for approvalCompany purchased between December 2020 and March 2021. During his tenure with Star Buds, Mr. Wahdan’s responsibilities included oversight and management of this transaction.

Proposal No. 5To approve the Company’s 2017 Equity Incentive Plan; An affirmative vote of a majorityoperations, accounting, inventory, and strategic growth of the votes cast atStar Buds retail dispensaries under his management, and he was instrumental in the Meeting, if a quorum is present, is required for approval of this Plan.

Proposal No. 6 To approve on an Advisory Basis the Compensation of Named Executive Officers. An affirmative vote of a majorityearly growth of the votes cast atStar Buds franchise. Prior to his time in the Meeting, if a quorum is present, is required for non-binding advisory approval ofcannabis industry, Mr. Wahdan owned and operated various retail concepts in Colorado. We believe Mr. Wahdan’s significant participation in the executive compensation of named executive officers.

Proposal No. 7 Frequency of Advisory Vote on Executive Compensation. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for approvalcannabis industry coupled with his experience owning and operating retail concepts qualifies him to set the frequency of shareholder advisory vote on executive compensation.

What are my voting choices when voting on theratification of the appointment of BF Borgers CPA PC as our independent registered public accounting firm?

When votingserve on the ratification of the appointment of BF Borgers CPA PC as our independent registered public accounting firm, you may:Board.

Vote Required

The affirmative vote of a majority of the votes castshares present and entitled to vote at a meeting of stockholders at which a quorum is required for approval of the ratification of BF Borgers CPA PC. Abstentions will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of the proposal.

The Board recommends that the stockholders vote “FOR” the ratification of BF Borgers CPA PC.

What if I do not specify a choice for a matter when returning a proxy?

If you sign your proxy but do not give voting instructions, the individuals named as proxy holders on the proxy card will vote “FOR”present is necessary to approve the election of all nominees, “FOR”directors, with the ratificationholders of BF Borgers CPA PC, “FOR” approvalour common stock and the holders of our Series A Preferred Stock (which vote on an as-converted-to-common-stock basis) voting together as a single class is required to elect each Class A director included in this proposal. You may vote FOR or AGAINST any of the Pono and Success Nutrient Transactions, “FOR” the 2017 Equity Incentive Plan, “FOR” approve the compensationnominees or ABSTAIN from voting on any of the named executive officers and “FOR the frequency of advisory vote on executive compensation and in their discretion on anynominees. Banks, brokers or other matters that may properly come before the Meeting.

Will my shares be voted if Inominees do not provide my proxy orhave authority to vote at the Meeting?

If you do not provide your proxy or vote at the Meeting and you are a stockholder whosecustomers’ unvoted shares of Common Stock are registered directly in your name with our transfer agent (Globex Transfer), your shares of Common Stock will not be voted.

If you do not provide your proxy or vote at the Meeting and you are a stockholder whose shares of Common Stock are held by them in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Abstentions and broker non-votes with respect to any of the nominees will have the effect of a bank, brokerage firmvote AGAINST that nominee.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS

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INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND CORPORATE GOVERNANCE

Board Composition and Director Appointment Rights

Our Bylaws provide for a “staggered” or other nominee (i.e.,“classified” board of directors, whereby the directors of the Board are divided into two classes, Class A and Class B, respectively, each class consisting, as nearly as possible, of one-half of the total number of directors constituting the entire Board. Directors in “street name”), your nominee may vote your shares in its discretion oneach class are elected to approximately two-year terms expiring at the proposal to elect directorselection of their respective successors at alternating annual meetings of our stockholders. Currently, the size of the Board is set at nine and the proposals to ratify BF Borgers CPA PC, the Transactions and adoptionBoard consists of the Equity Incentive Plan. The election offive Class A directors and the ratification of our independent registered public accounting firm are “routine matters” on which nominees are permitted to vote on behalf of their clients if no voting instructions are furnished.

Who is soliciting my proxy, how is it being solicited and who pays the cost?

The Board is soliciting your proxy for the Meeting. The solicitation process is being conducted primarily by mail. However, proxies may also be solicited in person, by telephone, facsimile or other electronic means. We pay the cost of soliciting proxies and may use employees to solicit proxies and also reimburse stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of our Common Stock.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means you have multiple accounts with our transfer agent, and to vote all your shares you will need to sign and return all proxy cards.

May stockholders ask questionsterms expiring at the Meeting?

Yes. At the endAnnual Meeting and four Class B directors with terms expiring at our 2023 annual meeting of the Meeting, our representatives will answer questions from stockholders.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the ownershipname, class, term and designating party of Common Stock as of April 30, 2017, by (i) each of our current directors:

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The Company has granted rights to designated directors (ii)as follows:

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Information about Directors Not Up for Reelection

Set forth below are the names, ages, and biographical information of the Company’s directors, other than the nominees for Class A directors of the Company (which are described above).

Justin Dye, 50, was named Chief Executive Officer and Executive Chairman of the Company in December 2019 and has served as a director and Chairman since June 2019. Mr. Dye has 25 years of experience in private equity, general management, operations, strategy, corporate finance, and mergers and acquisitions. In 2018, Mr. Dye founded Dye Capital, a private equity firm investing in growth companies in disruptive industries and a substantial beneficial owner of the Company’s stock. Prior to forming Dye Capital, Mr. Dye served as an integral part of the private equity consortium that acquired the grocery store chain Albertsons Companies (“Albertsons”), and led its expansion through over $40 billion in acquisitions, divestitures, and real estate and financing transactions. During his 11-year tenure as Chief Strategy Officer, Chief Operating Officer, and Chief Administration Officer at Albertsons, the company grew sales from approximately $10 billion to over $60 billion with over 2,300 stores and 285,000 employees. Prior to Albertsons, Mr. Dye held roles at Cerberus Capital Management, General Electric and Arthur Andersen. He also serves as lead director for New Seasons Market and is a member of the DePauw University Board of Trustees. Mr. Dye’s financial and executive experience qualifies him to serve on our Board of Directors.

Nirup Krishnamurthy, 60, was named President of the Company in October 2022 following his appointment as Chief Operating Officer of the Company in September 2020 and appointment to the Board in December 2021. He had previously served as the Company’s Chief Information and Integration Officer since June 2019; Mr. Krishnamurthy provided such service as a consultant until March 1, 2020, at which time he began formal employment with the Company. Mr. Krishnamurthy has over 25 years of experience in innovation, technology, restructuring, and M&A for Fortune 500 companies. Since May 2018, Mr. Krishnamurthy has been a partner with Dye Capital, a private equity firm investing in growth companies in disruptive industries. In addition to his work with Dye Capital, Mr. Krishnamurthy previously served as managing director of EBIT+ LLC (“EBIT+”), a management consulting firm he founded in January 2016; EBIT+ works with executive officers,management to improve revenues and (iii) allmargins while reducing operating costs. From September 2011 through December 2015, Mr. Krishnamurthy was EVP and Chief Strategy Officer & Chief Information Officer with The Great Atlantic and Pacific Tea Company (“A&P”), a grocery store chain, where he was responsible for the information services, digital commerce, supply chain & logistics, strategic sourcing and retail space planning functions for A&P. Mr. Krishnamurthy has also held senior management positions with companies including Northern Trust Corporation and United Airlines, Inc. He obtained a Ph.D. in Industrial Engineering Operations Research and a M.S. in Industrial Engineering Operations/Production Management from the State University of New York, and a B.S. in Mechanical Engineering from Anna University in Chennai, India. Mr. Krishnamurthy’s experience advising, managing and overseeing multiple companies, including companies in other highly-regulated industries, qualifies him to serve on our Board.

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Pratap Mukharji, 62, has served as a director since February 2022. He previously served as one of our directors from January 2021 until December 2021. Prior to joining the Company, Mr. Mukharji was a senior partner and executive officersdirector at Bain & Company, a global management consulting company, from 2015 to 2020, leading its Supply Chain and Service Operations practice. Since retirement in 2020, Mr. Mukharji has been an Executive in Residence at the Fuqua School of Business at Duke University. With a concentration of experience in Industrial and Retail industries, Mr. Mukharji has led

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corporate efforts focused on strategy, mergers and acquisitions, transformation and turnaround, operational improvement, due diligence, omnichannel, and e-commerce efforts across multiple industries. Prior to his time with Bain & Company, Mr. Mukharji was at Kearney and Booz-Allen & Hamilton. Mr. Mukharji received a BA in Economics from Haverford College at which he was Phi Beta Kappa, and an MBA from the Fuqua School of Business at Duke University at which he was a Fuqua Scholar. During his career, Mr. Mukharji has examined small and large capitalized companies and advised them on growth strategies and opportunities. We believe Mr. Mukharji’s significant experience through consulting work analyzing company financial statements and performing due diligence qualifies him to serve on our Board of Directors.

Marc Rubin, 49, has served as a group. Unless otherwise indicated, all sharesdirector since October 2022. Mr. Rubin has 20+ years of financing and investment experience from both public and private markets. Mr. Rubin currently serves as Managing Partner of Revity Capital Partners, LLC, a private equity firm focused on lower- to middle-market partnership-oriented transactions. Prior to joining Revity Capital Partners, Mr. Rubin was a Partner in the investment group Triarii Capital Management from 2015-2018, which focused on opportunistic, value-oriented investments. Mr. Rubin also served as a Partner and Investment Committee Member of Stonerise Capital for six years, and he served as a senior deal manager at Parthenon Capital, a middle-market buyout firm, for eight years. Mr. Rubin also co-owns CRW Capital, the manager of CRW, which is a special purpose vehicle created to support the Company’s vision of becoming one of the largest vertically integrated cannabis operators in Colorado. Mr. Rubin holds an MBA from Stanford Business School and received a BA in Economics from Colby College. Mr. Rubin’s depth of experience in investing, capital raising, and opportunistic acquisitions across diverse industries and markets qualifies him to serve on the Board.

Independence of Directors

Our Board has affirmatively determined that Messrs. Berger, Cozad, Garwood, Mukharji, and Montalbano are owned directlyeach independent within the meaning of the Nasdaq Listing Rules and the indicated personOTCQX Rules for U.S. Companies. The Board currently has sole votingfour members on its Audit Committee, and investment power. Included in the table are shares of our Common Stock that underlie outstanding options that mayall members were determined to be exercised over the next year.

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We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

Brett RoperHedging Policy

ChairmanThe Company has adopted a policy that prohibits persons covered under the Company’s Insider Trading Policy from engaging in certain transactions intended to hedge or offset decreases in the market value of the Board of Directors

Medicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Our Audit Committee has also adopted a whistle-blowerCompany’s stock. Pursuant to the Company’s Insider Trading policy, to allow employees, stockholders and other interestedcovered persons to communicate directly with our Audit Committee, including reporting complaints relating to accounting, internal accounting controls,are prohibited from engaging in short-term trading, short sales, option trading, or auditing matters. Communications should be addressed to:

Mr. James Toreson

Chairmanmargin trading without the express advance consent of the Audit CommitteeCompany’s General Counsel. Persons covered under the Company’s Insider Trading Policy include the Board, the Company’s officers, employees, consultants to the Company, and household and immediate family members of the foregoing.

Medicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Any communications may be made on an anonymous or confidential basis, but should contain sufficiently specific information to permit the Audit Committee or Board to pursue the matter.

Committees of the Board

The Board has established various Committeescommittees of the Board to assist it with the performance of its responsibilities. These Committeescommittees and their members are listed below. The Board ordinarily designates the members of these Committeescommittees and the Committee Chairscommittee chairs annually at its organizational meeting following the Annual Meetingannual meeting of Stockholders,stockholders, based on the recommendation of the Nominating and Corporate Governance Committee.Committee; however, the Board may convene or act by written consent outside of its annual organizational meeting to appoint members to or reconstitute the committees of the Board in its discretion in accordance with the Company’s organizational documents and applicable law. The Board has adopted written charters for each of these Committeescommittees, which can be found atin the investor relations section of the Company’s website atwww.medicinemantechnologies.com. www.ir.schwazze.com. Copies are also available in print to any stockholder upon written request to Medicine Man Technologies, Inc.,Schwazze, 4880 Havana Street, Suite 201, Denver, Colorado 8023960,80239, Attention: Corporate Secretary. The Chairchair of each Committeecommittee develops the agenda for that Committeecommittee and determines the frequency and length of Committeecommittee meetings.

Audit Committee

Our Board has established an Audit Committee, which is composed of one independent director,Messrs. Berger, Cozad, Garwood, and Mukharji. The Audit Committee Chair is Mr. James S. Toreson (Chairman).Berger. The Board has determined that Mr. Berger is an audit committee financial expert due to Mr. Berger’s education, financial certifications and credentials, and extensive financial experience. Through his work in public accounting at KPMG, Mr. Berger discharged various financial responsibilities and practiced under an active CPA license. Mr. Berger also served as Chair of the audit committee on the board of directors of other publicly-traded companies and oversaw the preparation and filing of financial statements as CEO of a publicly-traded company, providing him with vast experience encompassing public company financial statements and internal controls processes. The Audit Committee met 5 times during 2021. The Audit Committee’s primary duties are to:

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Our Audit Committee charter also mandates that our Audit Committee approve all audit and permissible non-audit services conducted by our independent registered public accounting firm. The Audit Committee was established in 2016.

Nominating and Corporate Governance Committee

AuditOur Board has also established a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee Matters.

The functionsconsists of the Audit Committee are more fully described under “Report of the Audit Committee” below. Upon the recommendation of theMessrs. Berger, Cozad, Montalbano, and Mukharji. The Nominating and Governance Committee the Board has determined that each of our AuditChair is Mr. Berger. The Nominating and Corporate Governance Committee membersmet 3 times during 2021. The Nominating and Corporate Governance Committee’s primary duties are independent of management and free of any relationships that, in the opinion of the Board, would interfere with the exercise of independent judgment and are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.to:

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The Board has determined that Mr. Toreson is an “audit committee financial expert,” as that term is definedNominating and Corporate Governance Committee was established in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2012. The Board has further determined that each of the members of the Audit Committee shall be financially literate and that at least one member of the Committee has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment.2016.

Audit Committee Pre-Approval Policies.

The Audit Committee must pre-approve all services rendered by the Company’s independent registered public accounting firm. The Audit Committee has delegated to its Chairman the authority to grant any pre-approvals in between scheduled meetings. Any decision to grant pre-approval is presented to the full Audit Committee at its next scheduled meeting.

Audit Committee Composition, Post Annual Meeting.

Based upon the slated Board being approved, we expect to appoint James S. Toreson as the Audit Committee Chairperson and Charles Haupt and Paul Dickman as committee members.

Compensation Committee

Our Board has established a Compensation Committee. Messrs. Berger, Cozad, Garwood, and Mukharji serve on this committee. The Compensation Committee whichChair is composed of one independent director (as defined under the general independence standards of the NYSE listing standards and our Corporate Governance Guidelines), Mr. James S. Toreson (Chairman). Mr. Toreson is a “non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act) and “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code).Berger. The Compensation Committee met 5 times during 2021. The Compensation Committee’s primary duties are to:

Our Compensation Committee determines and approves all elements of executive officer compensation. It also provides recommendations to the full Board of Directors with respect to non-employee director compensation. The Compensation Committee may not delegate its authority to any other person, although it may delegate its authority to a subcommittee.

During 2021, the Compensation Committee engaged The Bedford Consulting Group, Inc. (“Bedford) as an independent compensation consultant to review and provide recommendations with respect to the compensation of directors and executive officers. The Company paid Bedford an aggregate of $55,000 in 2021.

The Compensation Committee was established in 20162016.

Consideration of Director Nominees

We seek directors with the highest standards of ethics and met coincidentally with each ofintegrity, sound business judgment, and the three Board meetings that occurred in 2016.

Compensation Committee Composition, Post Annual Meeting.

Based uponwillingness to make a strong commitment to the slated Board being approved, we expect to appoint Charles Haupt as the Compensation Committee ChairpersonCompany and James S. Toreson and Paul Dickman as committee members.

its success. The Nominating and Corporate Governance Committee works with

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the Board has also established aon an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each Board committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consistsand the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating Board composition and nominations; and they seek to include directors with a diversity of Mr. Brett Roper, Chairman.experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Committee’s primary duties are to:

Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound business judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

The Nominating and Corporate Governance Committee was established in 2016..

Nominatingdoes not have a formal policy that addresses director candidates recommended by stockholders because the Board of Directors believes that its current director solicitation processes and Corporate Governance Committee Composition, Post Annual Meeting.

Based upon the slated Board being approved, we expectstockholder engagement are sufficient to appoint Andrew Williams asincorporate stockholder involvement without a formal policy. Additionally, the Nominating and Corporate Governance Committee Chairpersonwill consider director candidates recommended by stockholders, and Charles Hauptits process and James S. Toreson as general committee members.criteria for considering such recommendations are no different than its process and criteria for screening and evaluating candidates suggested by directors, management of the Company, or third parties.

Code of Business Conduct and Ethics

OurWe have adopted a Code of Business Conduct and Ethics that applies to all of our officers, employees and directors, including our Chief Executive Officer and Chief Financial Officer. We have always conducted our business in accordance with the highest standards of conduct. Full compliance with the letter and spirit of the laws applicable to our businesses is fundamental to us. Equally important are equitable conduct and fairness in our business operations and in our dealings with others. Our Code of Business Conduct and Ethics reflects the foregoing principles.

is available on our website at www.ir.schwazze.com/governance/documents. We will provide a copy of our Code of Business Conduct and Ethics to any person without charge upon request to: Medicine Man Technologies, Inc., 4880 Havana Street, Suite 201, Denver Colorado, 80239 Attention: Corporate Secretary.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Business Conduct and Ethics applicable to our Chief Executive Officer and Chief Financial Officer by posting such information at the investor relations site on our website atwww.medicinemantechnologies.com www.ir.schwazze.com in the near future.

Communications with the Board of Directors

Corporate Governance GuidelinesStockholders and other interested parties who wish to communicate with the Board may do so by writing to:

Justin Dye, Chairman of the Board of Directors

The BoardMedicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Our Audit Committee has also adopted a set of Corporate Governance Guidelines that reflectwhistle-blower policy to allow employees, stockholders and other interested persons to communicate directly with our governance principles and our commitmentAudit Committee, including reporting complaints relating to maintaining high corporate governance standards.

The Corporate Governance Committee is responsible for periodically reviewing the Corporate Governance Guidelines and the Code of Business Conduct and Ethics and for considering, as necessary, making recommendations on governance issues thataccounting, internal accounting controls, or auditing matters. Communications should be addressed to:

Mr. Jonathan Berger, Chairperson of the Audit Committee

Medicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Any communications may be made on an anonymous or confidential basis but should contain sufficiently specific information to permit the Audit Committee or Board to pursue the matter.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than 10% of our equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of the reports filed during 2021 and or written representations from the reporting persons, we believe that, during our fiscal year ended December 31, 2021, there were untimely filings of a Form 3, 4 and/or 5 by the Board.

PROPOSAL 1—ELECTION OF DIRECTORS

In accordance with our Bylaws, as amended, one Board member is elected to a three (3) year term, two are elected to two year terms and two are elected to one year terms. Our Bylaws provide for the election of directors at the Annual Meeting of shareholders. The directors will be divided into three classes to serve for the termsCompany’s Section 16(a) filers as follows: Brett Roper and James S. Toreson, Class A, Term 2018; Andrew Williams and Paul Dickman, Class B, Term 2019; Charles Haupt, Class C, Term 2020. Each director serves until his or her successor is elected and qualified, or until his or her resignation or removal. Directors are elected by a plurality of the votes cast, so that only votes cast “for” directors are counted in determining which directors are elected.

The size of the Board of Directors has recently been revised to be set at five directors, effective immediately following the 2017 Annual Meeting. Therefore, the five directors receiving the most votes “for” will be elected. Broker non-votes (if any) and withheld votes will be treated as shares present for purposes of determining the presence of a quorum but will have no effect(i) Jonathan Berger filed one late Form 3 on the vote for the election of directors. Information with respect to the five nominees proposed for election is set forth below.

The Board of Directors recommends a vote FOR the director nominees.The persons named in the accompanying proxy card will vote for the election of the nominees named in this proxy statement unless shareholders specify otherwise in their proxies.If any nominee at the time of election is unable to serve, or otherwise is unavailable for election, and if other nominees are designated by the Board of Directors, the persons named as proxy holders on the accompanying proxy card intend to vote for such nominees. Management is not aware of the existence of any circumstance which would render the nominees named below unavailable for election. All of the nominees are currently directors of the Company.

Nominees for Directors

Set forth below are the names and ages of the nominees for directors of the Company.

Andrew Williams, our founder, has been our President and CEO since our inception in April 2014. In additionDecember 30, 2021 relating to his positions with our Company, since September 2019, Mr. Williams has also been President and CEO of Medicine Man Denver, a cannabis company and the entity that licensed us our intellectual property, and since January 2016, he has been President of MX LLC, a cannabis infused-product company he co-founded.See “Related Party Transactions.” From August 2016 through August 2010, Mr. Williams was a project portfolio manager with Jeppesen, a Boeing company. Mr. Williams received a Bachelor of Science degree in Industrial Engineering from the University of Southern Colorado in 1995. Prior to this, he served in the US Army as a Calvary Scout from 1986 to 1989 and received an honorable discharge.

Brett Roperhas been our Chief Operating Officer, Secretary and a Director since our inception in March 2014. From March 2011 to October 2016, Mr. Roper was the COO, Senior Public Company Strategies Advisor, and Secretary of ChineseInvestors.com, an OTCQB status company (“CIIX”). From August 2016 through April 2010, Mr. Roper was the Director of Construction and Development, Property Manager, and an Asset Manager for Northstar Commercial Partners, Denver, Colorado, a company engaged in various real estate related investments. From March 1995 through August 2016, Mr. Roper worked for the Hollingsworth Companies (East Tennessee Based) in a wide variety of management roles for that business in the southeast US. He currently devotes a substantial amount of his time to our business.

Paul Dickman has been our Chief Financial Officer since March 2015. In addition to his positions with our Company, since December 2019, Mr. Dickman has been the owner of Breakwater Corporate Finance, a Colorado based company, and Paul Dickman CPA LLC, a company serving a variety of clients in accounting and financial consulting. Also since December 2019, Mr. Dickman has been the Chief Financial Officer of ChineseInvestors.com, Inc., a publicly held company that advises Chinese nationals on US investments. Mr. Dickman received a Bachelor of Science degree in Financial Management from Bob Jones University in 2012.

James S. Toreson was appointedappointment as a director on December 13, 2021; (ii) Jeffrey Cozad filed one late Form 4 on April 30, 2021 reporting one transaction related to a grant of shares of Company common stock as compensation for Board service on March 25, 2021, and one late Form 4 on March 9, 2021 reporting one transaction related to the acquisition of shares of Series A Preferred Stock on March 3, 2021; (iii) Pratap Mukharji filed one late Form 3 on April 30, 2021 relating to his appointment as a director on January 27, 2021, and one late Form 4 on April 30, 2021 reporting one transaction related to a grant of shares of Company common stock as compensation for Board service on March 25, 2021; (iv) Brian Ruden filed one late Form 4 on April 30, 2021 reporting nine transactions (four of which occurred during 2021) related to the receipt of shares of Series A Preferred Stock and warrants to purchase shares of Company common stock in connection with the Star Buds acquisitions on February 3, 2021 and March 2, 2021; (v) Salim Wahdan filed one late Form 3 on April 30, 2021 relating to his appointment as a director on March 14, 2021, and one late Form 4 on April 30, 2021 reporting one transaction related to a grant of shares of Company common stock as compensation for Board service on March 25, 2021; (vi) Dye Cann II (filed as “Dye Capital Cann Holdings, II”) filed one late Form 4 on June 8, 2021 reporting seven transactions related to the acquisition of shares of Series A Preferred Stock on December 16, 2020, December 18, 2020, December 22, 2020, February 3, 2021, February 25, 2021, March 2, 2021 and March 30, 2021, and, to the Company’s knowledge, has failed to file a Form 3; (vii) Dye Capital (filed as “Dye Capital & Co LLC”) filed one late Form 4 on May 4, 2021 reporting three transactions related to the acquisition of a convertible note from the Company and the subsequent conversion of that convertible note into share of Series A Preferred Stock, and, to the Company’s knowledge, has failed to file a Form 3; (viii) CRW Capital, CRW, and Marc Rubin filed one late joint Form 4 on March 9, 2021 reporting one transaction related to the acquisition of shares of Series A Preferred Stock on March 3, 2021; and (ix) Ahmad Naser Joudeh filed one late Form 3 on June 21, 2021 relating to his 10% beneficial ownership in the Company, and one late Form 4 on June 24, 2021 reporting three transactions related to the receipt of shares of Series A Preferred Stock and warrants to purchase shares of Company common stock in connection with the Star Buds acquisitions on March 2, 2021.  

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AUDIT COMMITTEE REPORT

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in our Annual Report on Form 10-K for the ended December 31, 2021 with management.

The Audit Committee discussed with the independent auditors the matters required to be discussed under the standards of the Public Company in March 2015.Accounting Oversight Board (PCAOB), including Auditing Standard 1301 (Communications with Audit Committees). In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from management and our company, including the matters in the written disclosures required by Independence Standards Board Standard No. 1 (Independent Discussions with Audit Committees).

Our independent auditors provided to his position with our Company, Mr. Toreson has been the owner and Chief Executive Officer of Toreson Industries, Inc., Alamo, Nevada, a real property development company he founded in 1983. Toreson Industries filed a voluntary petition under Chapter 11, Title 11Audit Committee the written communications required by applicable standards of the US CodePCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed the independent auditors’ independence with management and the auditors.

In reliance on these reviews and discussions, the Audit Committee recommended to our Board (and our Board approved) that our audited financial statements for the year ended December 31, 2021 be included in the Federal Court inAnnual Report on Form 10-K for the District of Nevada located in Las Vegas, Nevada (Case #14-12481-abl). This was done to stay foreclosure proceedings on real property owned by Toreson Industries. This matter was dismissed by the bankruptcy court on February 25, 2015. Mr. Toreson has over 30 years’ experience in executive management, including marketing, engineering, manufacturing and finance. He is also a director of ChineseInvestors.com, Inc. and Freedom Motors, Inc., each a reporting company underyear ended December 31, 2021 for filing with the Securities and Exchange ActCommission.

The Audit Committee currently consists of 1934, as amended.Jonathan Berger, Jeffrey Cozad, Jeffrey Garwood, and Pratap Mukharji. Mr. Toreson received a BSEE degreeBerger is an Audit Committee financial expert, and MSEE degree, each with honors from the University of Michigan in 1967 and 1968, respectively, and a Dr. of Science degree from the University of Nevada-Reno in 1985.

Charles Haupt.Since 2013 Mr. HauptBoard has been President and founder of New Energy Technology, Inc., a privately held Colorado corporation, which is a software based energy information and management company serving the commercial building market. Mr. Haupt received a Bachelor of Science degree from Arizona State University in 1989.

Except for Mr. Dickman and Mr. Haupt, all of the nominees for director are directors presently. Mr. Dickman has been our CFO for the past two years. Our Nominating Committee did not receive any recommendations of director candidates from any stockholder or group of stockholders during 2016. We did not utilize any third-party search firms to assist in identifying potential director candidates during 2016. The Board, upon the recommendation of the Nominating Committee, has affirmatively determined that each of the following nominees for directorMessrs. Berger, Cozad, Garwood, and Mukharji is independent within our Corporate Governance Guidelines: Messrs. Haupt, Toreson, and Dickman.

The Nominating Committee is responsible for reviewing with the Board, the requisite skills and characteristics of new Board members as well as the compositionmeaning of the Board as a whole. This assessment includes members’ qualification as independent, as well as consideration of diversity, age, skillsNasdaq Listing Rules and experience in the context of the Board’s needs. NomineesOTCQX Rules for directorships are selected by the Nominating Committee and recommended to the Board in accordance with the policies and principles in its charter. U.S. Companies.

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The Nominating Committee does not distinguish between nominees recommended by stockholders and other nominees. Stockholders wishing to suggest candidates to the Nominating Committee for consideration as directors must submit a written notice to the Company’s Corporate Secretary, who will provide it to the Nominating Committee. Our Bylaws set forth the procedures a stockholder must follow to nominate directors. These procedures are summarizedmaterial in this Proxy Statement under the caption “Stockholder Proposals for 2017 Annual Meeting of Stockholders.”

The following table sets forth the name and the position(s) currently held by each person nominated as a director:

Messrs. Roper and Toreson, if elected or reelected, as applicable, will serve as directors until the Annual Meeting of Stockholders held in 2018 and the election and qualification of the director’s respective successor or until the director’s earlier death, removal or resignation.

Messrs. Williams and Dickman, if elected or reelected, as applicable, will serve as directors until the Annual Meeting of Stockholders held in 2019 and the election and qualification of the director’s respective successor or until the director’s earlier death, removal or resignation.

Mr. Haupt, if elected, will serve as a director until the Annual Meeting of Stockholders held in 2020 and the election and qualification of the director’s successor or until the director’s earlier death, removal or resignation.

All nominees have consented to be named, and have agreed to serve if elected. Although itreport is not anticipated that any of the persons named above will be unable or unwilling to stand for reelection, a proxy, in the event of such occurrence, may be voted for a substitute nominee to be designated by the Board, or, as an alternative, the Board may reduce the number of directors to be elected at the Meeting or leave the position(s) vacant.

Planned Compensation of Directors

Independent Directors having Chairmanship duties are paid an annual salary of $26,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

All other Directors shall receive an annual salary of $15,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

Directors that are also employees of the Company also receive compensation as determined by the Board and Compensation Committee. The Board expects to enter into employment agreements for Messrs. Williams and Roper prior to the Annual Meeting planned for June of 2017 but notes that both are currently employed under a verbal contract.

OUR EXECUTIVE OFFICERS

The following individuals currently serve as our executive officers. Ages are as of December 31, 2017.

⁽¹⁾ Mr. Dickman has advised us of his desire to resign as our Chief Financial Officer. We are currently seeking a replacement for him. He has agreed to remain in this position until we identify and retain a new Chief Financial Officer. We estimate that this will occur by the end of June 2017.

The biographical information for the aforesaid persons is contained above under the heading “Proposal I — Election of Directors.”

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation SK with management of the Company. Based on this review, the Compensation Committee recommended to the Company’s Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

March 30, 2017

The information contained in the report above shall not be deemed to be “soliciting material”material,” or to be “filed” with the Securities and Exchange Commission nor shall such informationand is not to be incorporated by reference intoin any future filingof our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except towhether made before or after the extent thatdate hereof and irrespective of any general incorporation language in any such filings.

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EXECUTIVE OFFICERS

Set forth below are the Company’s Executive Officers, together with an overview of their positions and professional experience.

Justin Dye – See “Proposal No. 1 – Election of Directors” above.

Nirup Krishnamurthy – See “Proposal No. 1 – Election of Directors” above.

Nancy Huber, 64, was named Chief Financial Officer of the Company specifically incorporates it by reference in such filing.

December 2019. She was hired in August 2019 as Senior Vice President of Finance for the Company. Ms. Huber has over 30 years of experience in accounting and finance. Most recently she spent 12 years as the Chief Financial Officer for Forward Foods, LLC, a privately held consumer-packaged goods company, which sold products to grocery, mass distribution, military, convenience store, club and natural channels, both directly and indirectly. Ms. Huber also has leadership experience in gold and diatomaceous earth mining. She worked as the Chief Financial Officer for Western Multiplex Corporation, taking the company public on the Nasdaq stock exchange and was a founder and Chief Financial Officer of AccelGraphics Inc., also listed on the Nasdaq. Ms. Huber has an MBA from Kellogg School of Management, Northwestern University and a Bachelor of Science in Chemical Engineering from Purdue University.

Daniel Pabon, 45, was named General Counsel, Chief Government Affairs Officer and Corporate Secretary in August 2019. Mr. Pabon also currently serves as a member of the Executive Committee of the United States Cannabis Council. Prior to joining the Company, Mr. Pabon served as Vice President of Sewald Hanfling Public Affairs, a government affairs firm, from 2018 and 2019. Before that, he was in private law practice. In addition, Mr. Pabon served eight years in the State of Colorado Legislature as a State Representative from 2011 to 2019 where he held numerous leadership positions, including Deputy Whip, Assistant Majority Leader, Speaker Pro Tempore, and Chair of the Finance Committee. During his tenure in the Colorado Legislature, Mr. Pabon assisted with the design and development of Colorado’s cannabis legal and regulatory model. Additionally, he also served on the Obama-Biden Presidential Transition Team. Over his career, Mr. Pabon has acquired extensive experience in regulatory compliance, legal department management, litigation, cannabis regulation, and governance and government affairs issues. He has consulted with and advised state and local governments as well as private businesses all over the world on how to implement cannabis regulations, both medical and recreational. Mr. Pabon served as a member of the City of Denver Marijuana Licensing Working Group, and he was a volunteer with the Covid-19 Eviction Defense Project. Mr. Pabon previously served as an adjunct professor of business law at the Community College of Denver. Mr. Pabon received a Bachelor of Science degree in Mechanical Engineering from the University of Colorado at Boulder and his Juris Doctor from the University of Colorado School of Law. Mr. Pabon is also a graduate of the Harvard Kennedy School for Executive Education.

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EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Discussion and AnalysisTable

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Outstanding Equity Awards at Fiscal-Year End

The following table discloses information regarding outstanding option equity awards granted or accrued as of December 31, 2021 for each of our named executive officers.

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Employment Agreements

We have a Compensation Committee comprised of Mr. James S. Toreson, an independent director. Under our Compensation Committee charter, our Compensation Committee determines and approves all elements of executive officer compensation. This committee was formed and effective with the filing of our 10-K related to FY 2016.

The Compensation Committee’s primary objectives in determining executive officer compensation are:

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and our two most highly compensated executive officers (the “named executive officers” listed above) at the end of our last fiscal year for all services rendered in all capacities to us during the years during which they served as executive officers. Where a named executive officer is also a director, all compensation relates to such individual’s position as an officer only.

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Further refinement and compensation for officers and directors will be established by the Compensation Committee in the future. Since inception, such agreements had been established by our Board of Directors. During 2016 compensation of our officers and directors was overseen by Mr. James S. Toreson our Compensation Committee chair in consultation with the Board. Other than as disclosed below and other than the employment agreement related to Mr. Joshua Haupt none of other officers and or directors are employed pursuant to a formal employment agreement, but it is anticipated that we will enterentered into employment agreements with various memberseach of our management during 2017.NEOs.

Employment Agreement with Justin Dye

Compensation of Directors

In the event the nominated individuals for our Board of Directors are so elected, their anticipated compensation is as follows:

Independent Directors having Chairmanship duties are paid an annual salary of $26,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

All other Directors shall receive an annual salary of $15,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

Directors that are also employees of the Company also receive compensation as determined by the Board and Compensation Committee. The Board expects to enterWe entered into employment agreements for Messrs. Williams and Roper prior to the Annual Meeting planned for June 2017.

Employment Agreements

On February 27, 2017, Joshua Haupt executed an employment agreement with us. NoMr. Dye effective December 5, 2019, as amended on June 14, 2021. The initial term of Mr. Dye’s agreement was for one year, after which the agreement automatically renews for successive one-year terms unless either party provides at least 30 days’ notice prior to the expiration of the applicable term of its intention not to renew the agreement. Under the amended agreement, Mr. Dye is entitled to compensation as follows: (i) an annual base salary of $300,000, increased to $350,000 beginning January 1, 2021, subject to periodic discretionary increases, (ii) an option to purchase 2,000,000 shares of Company common stock (upon entering into the original employment agreement), which vests in equal annual installments over four years, and (iii) initially, quarterly discretionary bonuses granted at the discretion of the Board of Directors based on certain performance metrics, and after the June 14, 2021 amendment, bonus eligibility under the Company’s unwritten cash bonus plan. Mr. Dye is entitled to receive benefits paid to similarly situated employees, which include participation in retirement, health, disability and vacation plans. Mr. Dye is entitled to receive severance benefits upon termination of employment as described below under “Potential Payments upon Termination or Change in Control.”

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Employment Agreement with Daniel Pabon

We entered into an employment agreement with Mr. Pabon effective August 12, 2019, as amended on June 14, 2021. The term of Mr. Pabon’s agreement is continuous until either party provides at least 30 days’ notice prior of its intention not to renew the agreement. Under the amended agreement, Mr. Pabon is entitled to compensation as follows: (i) an initial annual base salary of $220,000, increased to $250,000 starting January 1, 2021, and (ii) an option to purchase 550,000 shares of Company common stock (upon entering into the original employment agreement), which vests in equal annual installments over four years. Mr. Pabon is entitled to receive benefits paid to similarly situated employees, which include participation in retirement, health, disability and vacation plans. Mr. Pabon is entitled to receive severance benefits upon termination of employment as described below under “Potential Payments upon Termination or Change in Control.”

Employment Agreement with Nirup Krishnamurthy

We entered into an employment agreement with Mr. Krishnamurthy effective March 1, 2020, as amended on June 14, 2021. The term of Mr. Krishnamurthy’s agreement is continuous until either party provides at least 30 days’ notice prior of its intention not to renew the agreement. Under the amended agreement, Mr. Krishnamurthy is entitled to compensation as follows: (i) an initial annual base salary of $264,000, increased to $300,000 starting January 1, 2021, subject to periodic discretionary increases, and (ii) two options to purchase 300,000 shares of Company common stock (upon entering into the original employment agreement), with each grant vesting sequentially in equal two year installments for an aggregate vesting period four years in the aggregate across both grants. Mr. Krishnamurthy is entitled to receive benefits paid to similarly situated employees, which include participation in retirement, health, disability and vacation plans. Mr. Krishnamurthy is entitled to receive severance benefits upon termination of employment as described below under “Potential Payments upon Termination or Change in Control.”

Potential Payments upon Termination or Change in Control

Each of the Company’s employment agreements with its NEOs provide for payments and benefits in the event of termination of employment in certain circumstances and upon a Change in Control (as defined therein). Under the employment agreements, each NEO is entitled to severance as follows if he or she is terminated without Cause (as defined therein): (i) 12 months gross salary payable in accordance with the normal payroll practice of the Company as if such NEO was employed by the Company during this time, (ii) any earned but unpaid bonuses, (iii) the number of shares of Company common stock that would have vested through the next anniversary of the effective date of the employment agreement, and (iv) reimbursement for Company-sponsored benefits under the employment agreement for one year after termination. Upon a Change in Control, the employment agreements provide for 100% acceleration and vesting of the options granted thereunder.

Unwritten Cash Bonus Plan

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On June 14, 2021, the Board’s Compensation Committee approved and adopted an unwritten cash bonus plan, effective beginning in the Company’s fiscal year ending December 31, 2021.

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Under the bonus plan, the Company will pay cash bonuses to manager-level and above employees if the Company (i) achieves at least 90% of a specified earnings before depreciation and amortization target (the “EBITDA Target”) for the applicable fiscal year (the “EBITDA Bonus”), or (ii) entered into binding agreement for or consummated, acquisitions of dispensaries, cultivation facilities or other cannabis-related assets, directly or indirectly, during 2021 (the “M&A Bonus”).

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The EBITDA Bonus payments will range from 10% to 200% of the applicable officer’s salary depending on the percentage of the EBITDA Target the Company achieves, as follows:

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Under the M&A Bonus, officers were eligible to receive up to 25% of the applicable officer’s salary depending on the proportion of a stated target amount of acquisitions the Company entered into or consummated during 2021. The Company exceeded the stated target amount of acquisitions for 2021, and, as a result, the Company paid the full M&A Bonus to the eligible officers.

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Director Compensation Policy

Through September 2020, director compensation was as follows: (i) non-employee directors received a monthly cash retainer of $6,000; (ii) employee directors received a monthly cash retainer of $2,000 for service on each committee of the Board; and (iii) the Chairman of the Board received an additional monthly cash retainer of $8,000. Starting in October 2020, we awarded each of our directors an annual grant of shares of common stock worth $50,000 during the fourth quarter of each year.

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For the year ended December 31, 2021, each of our non-executive directors was awarded an annual grant of shares of common stock worth $50,000 during the fourth quarter as compensation for service on the Board.

Director Compensation Table

The following provides compensation information for the year ended December 31, 2021 for our non-executive directors.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Transactions Involving Former Directors, Former Executive Officers or Their Affiliated Entities

During the year ended December 31, 2020, the Company recorded sales to Futurevision, Inc., f/k/a Medicine Man Production Corp., d/b/a Medicine Man Denver (“Medicine Man Denver”) totaling $997,262. The Company had an accounts receivable balance with Medicine Man Denver totaling $72,109 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in Medicine Man Denver. Effective February 25, 2020, he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Medicine Man Denver for periods after December 31, 2020.

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During the year ended December 31, 2020, the Company recorded sales to MedPharm Holdings LLC (“MedPharm”) totaling $73,557. The Company had a net accounts receivable balance with MedPharm totaling $5,885 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in MedPharm. Effective February 25, 2020, he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from MedPharm for periods after December 31, 2020.

Also, during the year ended December 31, 2019, the Company made loans to MedPharm totaling $767,695 evidenced by promissory notes with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. On August 1, 2020, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with MedPharm pursuant to which (i) the parties agreed that the outstanding amount owed by MedPharm to the Company was $767,695 of principal and $47,161 in accrued and unpaid interest, (ii) MedPharm paid the Company $100,000 in cash, (iii) Andrew Williams returned 175,000 shares of common stock to the Company, as partial repayment of the outstanding balance at a value of $1.90 per share. These shares are held in treasury. The remaining outstanding principal and interest of $181,911 due and payable by MedPharm under the Settlement Agreement was to be paid out in bi-weekly installments of product by scheduled deliveries through June 30, 2021. This amount was paid off on April 19, 2021.

During the year ended December 31, 2020, the Company recorded sales to Baseball 18, LLC (“Baseball”) totaling $14,605, to Farm Boy, LLC (“Farm Boy”) totaling $16,125, to Emerald Fields LLC (“Emerald Fields”) totaling $16,605, and to Los Sueños Farms (“Los Sueños”) totaling $52,244. As of December 31, 2020, the Company had net accounts payable balances with Baseball of $31,250, and with Farm Boy of $93,944. One of the Company’s former Chief Operating Officers and directors, Robert DeGabrielle, owns the Colorado retail marijuana cultivation licenses for Farm Boy, Baseball, Emerald Fields, and Los Sueños. Effective June 19, 2020, he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Baseball, Farm Boy, Emerald Fields, or Los Sueños for periods after December 31, 2020.

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Transactions with Entities Affiliated with Justin Dye

The Company has participated in several transactions involving Dye Capital, Dye Cann I and Dye Cann II. Justin Dye, the Company’s Chief Executive Officer, the executive officerchairman of the Board, and the largest beneficial owner of common stock and Series A Preferred Stock, controls Dye Capital and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding common stock. Dye Cann II is a significant holder of our Series A Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II.

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 The Company entered into the Dye Cann I SPA on June 5, 2019 pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of common stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of common stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 shares of common stock and warrants to purchase

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1,500,000 shares of common stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of common stock and warrants to purchase 9,287,500 shares of common stock for aggregate gross proceeds of $18,575,000 to the Company. The terms of the Dye Cann I SPA are disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2019. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, as described in the Company’s Current Report on Form 8-K filed on July 17, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, as described in the Company’s Current Report on Form 8-K filed on May 22, 2020, and a Consent, Waiver and Amendment on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer.

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The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of common stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. The Company also granted Dye Cann I the right to designate one or more individuals for election or appointment to the Board and Board observer rights as described above under the heading “Information about Board of Directors, Committees and Corporate Governance – Board Composition and Director Appointment Rights.” Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of the Company’s common stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of common stock (on a fully-diluted basis) that it then owns.

The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020 pursuant to which the Company agreed to sell to Dye Cann II shares of Series A Preferred Stock in one or more tranches at a price of $1,000 per share. The terms of the Dye Cann II SPA are disclosed in the Company’s Current Report on Form 8-K filed on December 23, 2020. The Company and Dye Cann II entered into an amendment to the Dye Cann II SPA on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020, a second amendment to the Dye Cann II SPA on February 3, 2021, as described in the Company’s Form 8-K filed on February 9, 2021, and a third amendment to the Dye Cann II SPA on March 30, 2021, as described under Item 9B of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 31, 2021, as amended by Form 10-K/A filed on April 30, 2022. The Company issued and sold to Dye Cann II 7,700 shares of Series A Preferred Stock on December 16, 2020, 1,450 shares of Series A Preferred Stock on December 18, 2020, 1,300 shares of Series A Preferred Stock on December 22, 2020, 3,100 shares of Series A Preferred Stock on February 3, 2021, 3,800 shares of Series A Preferred Stock on March 2, 2021 and 4,000 shares of Series A Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Series A Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000.

The Company granted Dye Cann II certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the Dye Cann II SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Further, the Company granted Dye Can II the right to designate one or more individuals for election or appointment to the Board and Board observer rights as described above under the heading “Information about Board of Directors, Committees and Corporate Governance – Bord Composition and Director Appointment Rights” and such disclosure is incorporated herein by reference.  

On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000 as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Series A Preferred Stock to Dye Capital and

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also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series A Preferred Stock upon conversion, as described in the Company’s Current Report on Form 8-K filed on March 4, 2021.

The Company previously reported the terms of the Series A Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020.

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During the year ended December 31, 2020, the Company recorded expenses of $66,264 with Tella Digital. For the year ended December 31, 2021, the Company recorded expenses of $214,908. The Company recorded expenses of $254,136 with Tella Digital from January 1 to September 30, 2022. Tella Digital provides on-premises digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect partial owner and serves as Chairman of Tella Digital. Nirup Krishnamurthy, the Company’s Chief Operating Officer and one of its directors, is also an indirect partial owner in Tella Digital.

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Transactions with Entities Affiliated with Jeffrey Cozad

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On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $125,000 in 2021 and total monitoring fees of $25,000 as of September 30, 2022. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a manager and 50% owner of CRW Capital, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW. Mr. Cozad and his family members indirectly own membership interests in CRW. The Company previously reported the terms of the CRW SPA and the CRW letter agreement in the Company’s Current Report on Form 8-K filed March 4, 2021.

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On December 7, 2021, the Company entered into a Securities Purchase Agreement with Cozad Investments. pursuant to which the Company issued a Convertible Note in the aggregate principal amount of $250,000 to Cozad Investments for $245,000 in cash. The Convertible Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Convertible Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Convertible Note. As of September 30, 2022, the Company has paid $18,574 of cash interest and no principal to Cozad Investments under this Convertible Note. In addition, as of September 30, 2022, the principal amount outstanding under this Convertible Note is $258,255 as a result of accrued interest added to the principal amount. Mr. Cozad is a manager and majority owner of Cozad Investments.

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Transactions with Entities Affiliated with Marc Rubin

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On February 26, 2021, the Company entered into the CRW SPA and a letter agreement with CRW, of which Marc Rubin is a beneficial owner. Pursuant to the CRW SPA, the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock

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under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $125,000 in 2021 and total monitoring fees of $25,000 as of September 30, 2022. Mr. Rubin is a manager and 50% owner of CRW Capital, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW.

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On December 7, 2021, the Company entered into a Securities Purchase Agreement with the Rubin Trust pursuant to which the Company issued a Convertible Note in the aggregate principal amount of $100,000 to the Rubin Trust for $98,000 in cash. The Convertible Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for the amount equal to the amount payable on such date as if the Convertible Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. As of September 30, 2022, the Company has paid $7,430 of cash interest and no principal to the Rubin Trust under this Convertible Note. In addition, as of September 30, 2022, the principal amount outstanding under this Convertible Note is $103,302 as a result of accrued interest added to the principal amount. Mr. Rubin is the majority owner of the Rubin Trust and a beneficial owner of CRW. In October 2022, the Board appointed Mr. Rubin as a director to fill a vacancy on the Board.

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Transactions with Entities Affiliated with Brian Ruden

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The Company has participated in several transactions involving entities owned or affiliated with Brian Ruden, one of its former directors as of October 2022, a beneficial owner of more than 5% of the Company’s common stock, and a beneficial owner of more than 5% of the Series A Preferred Stock.

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Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC acquired the assets of a number of Star Buds retail dispensaries (collectively, “the Star Buds assets”). The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

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The aggregate purchase price for the Star Buds assets was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, earning simple interest at a rate of 12% per year, also referred to in this proxy statement as “seller note(s),” (iii) 29,506 shares of Series A Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares were held in escrow. Of the 4,428 shares held in escrow, 3,484 shares were released post-closing to the applicable sellers and 944 shares remain in escrow as of the Record Date. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of common stock to the sellers at an exercise price of $1.20 per share. The Company has not paid any principal and has paid an aggregate of $8,320,887 of interest on the seller notes as of September 30, 2022.

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Mr. Ruden’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $13,727,490 in cash at the applicable closings, (ii) $13,727,490 in seller notes, and (iii) 9,151 shares of Series A Preferred Stock, of which 7,778 shares were issued at the applicable closings and 1,373 shares were held in escrow for release post-closing to either Mr. Ruden or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 1,715,936 shares of common stock to Mr. Ruden. The Company has paid Mr. Ruden an aggregate of $2,577,212 in interest on his seller notes as of September 30, 2022.

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Mr. Ruden was a partial owner of a majority of the Star Buds companies that sold assets to SBUD, LLC. Mr. Ruden owned 50% of Colorado Health Consultants LLC, 50% of Starbuds Pueblo LLC, 50% of Starbuds Alameda LLC, 47.5% of Starbuds Aurora LLC, 46% of SB Arapahoe LLC, 36% of Starbuds Commerce City LLC, 30% of Starbuds Louisville

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LLC, 25% of Starbuds Niwot LLC, 16.66% of Lucky Ticket LLC, 15% of KEW LLC, 15% of Mountain View 44^th LLC, and 10% of LM MJC LLC.

In connection with acquiring the Star Buds assets for our Pueblo West, Niwot, Commerce City, Lakeside, Arapahoe and Aurora locations, SBUD LLC entered into a lease with each of 428 S. McCulloch LLC, Colorado Real Estate Holdings LLC, 5844 Ventures LLC, 5238 W 44th LLC, 14655 Arapahoe LLC and Montview Real Estate LLC, on substantially the same terms. Each of the leases is for an initial three-year term. The lease with 428 S. McCulloch LLC is for the Company’s Pueblo West Star Buds location and was effective on December 17, 2020. The leases with Colorado Real Estate Holdings LLC and 5844 Ventures LLC are for the Company’s Niwot and Commerce City Star Buds locations, respectively, and were effective on December 18, 2020. The lease with 5238 W 44th LLC is for the Company’s Lakeside Star Buds location and was effective on February 3, 2021. The leases with 14655 Arapahoe LLC and Montview Real Estate LLC are for the Company’s Arapahoe and Aurora locations, respectively, and were effective on March 2, 2021. The 428 S McCulloch LLC, 5844 Ventures LLC and 5238 W 44th LLC leases provide for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. The Colorado Real Estate Holdings LLC lease provides for a monthly rent payment of $6,779 with an aggregate of $244,044 during the initial term of the lease. The 14655 Arapahoe LLC lease provides for a monthly rent payment of $12,367 with an aggregate of $445,212 during the initial term of the lease. The Montview Real Estate LLC lease provides for a monthly rent of $6,250 with an aggregate of $225,000 during the initial term of the lease. During 2020, SBUD LLC paid an aggregate of $10,000 in rent under these leases. During 2021, SBUD LLC paid an aggregate of $449,297 in rent under these leases. From January 1 through September 30, 2022, SBUD LLC paid an aggregate of $363,564 in rent under these leases. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

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On December 17, 2020, SBUD LLC entered into a Trademark License Agreement with Star Brands LLC under which Star Brands LLC licenses certain trademarks to SBUD LLC effective as of the closing of the acquisitions of all of the Star Buds assets. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC.

In connection with the acquisition of the Star Buds assets, the Company granted Mr. Ruden and Naser Joudeh the right to designate individuals for election or appointment to the Board.

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Transactions with Entities Affiliated with Salim Wahdan

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The Company has participated in several transactions involving entities owned or affiliated with Salim Wahdan, one of its directors, related to the acquisition of the Star Buds assets.

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Between December 17, 2020 and March 2, 2021, SBUD LLC acquired the Star Buds assets. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

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The aggregate purchase price for the Star Buds assets was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, earning simple interest at a rate of 12% per year, also referred to in this proxy statement as “seller note(s),” (iii) 29,506 shares of Series A Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares were held in escrow. Of the 4,428 shares held in escrow, 3,484 shares were released post-closing to the applicable sellers and 944 shares remain in escrow as of the Record Date. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of common stock to the sellers at an exercise price of $1.20 per share. The Company has not paid any principal and has paid an aggregate of $8,320,887 of interest on the seller notes as of September 30, 2022.

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Mr. Wahdan’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $1,361,360 in cash at the applicable closings, (ii) $1,361,360 in seller notes, and (iii) 1,036 shares of Series A Preferred Stock, of which 880 shares were issued at the applicable closings and 156 shares were held in escrow for release post-closing to either Mr. Wahdan or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants

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to purchase an aggregate of 193,930 shares of common stock to Mr. Wahdan. The Company has paid Mr. Wahdan an aggregate of $297,817 in interest on his seller notes as of September 30, 2022.

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Mr. Wahdan was a partial owner of certain of the Star Buds companies that sold assets to SBUD, LLC. Mr. Wahdan owned 3.48% of Starbuds Louisville LLC, 9.25% of KEW LLC, 16.67% of Lucky Ticket LLC, and 8% of the entity that owned Mountain View 44^th LLC.

In connection with acquiring the Star Buds assets for our Lakeside location, SBUD LLC entered into a lease with each of 5238 W 44th LLC. The lease is for an initial three-year term, starting effective on February 3, 2021. The lease provides for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. During 2021, SBUD LLC paid an aggregate of $55,000, in rent under this lease. From January 1 through September 30, 2022, SBUD LLC paid an aggregate of $45,000 in rent under these leases. In addition, SBUD LLC must pay landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew the lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

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Transactions with Jeffrey Garwood

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On December 7, 2021, the Company entered into a Securities Purchase Agreement with Jeff Garwood pursuant to which the Company issued a Convertible Note in the aggregate principal amount of $300,000 to Mr. Garwood for $294,000 in cash. The Convertible Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Convertible Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Convertible Note. As of September 30, 2022, the Company has paid $22,289 of cash interest and no principal to Mr. Garwood under this Convertible Note. In addition, as of September 30, 2022, the principal amount outstanding under this Convertible Note is $309,907 as a result of accrued interest added to the principal amount. Mr. Garwood is a member of the Board.

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Transactions with Pratap Mukharji

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On December 7, 2021, the Company entered into a Securities Purchase Agreement with Pratap Mukharji pursuant to which the Company issued a Convertible Note in the aggregate principal amount of $200,000 to Mr. Mukharji for $196,000 in cash. The Convertible Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Convertible Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Convertible Note. As of September 30, 2022, the Company has paid $14,860 of cash interest and no principal to Mr. Mukharji under this Convertible Note. In addition, as of September 30, 2022, the principal amount outstanding under this Convertible Note is $206,605 as a result of accrued interest added to the principal amount. Mr. Mukharji is a member of the Board. 

Procedures for Approval of Related Party Transactions

Related party transactions are subject to the advance review and approval of the Audit Committee and/or the full Board, with advice from outside counsel. In its review, the Audit Committee and/or Board is provided with full disclosure of the parties involved in the transaction, the nature of any financial and/or other conflicting interests relevant to such transaction, and considers the relationships amongst the parties and members of our Board and executive officers. To the extent members of our Board have a material pecuniary interest in a proposed action before the Board, the director(s) with such pecuniary interest recuses himself from voting on such action(s).

Our Bylaws provide that until June 5, 2021, at least four members of the Board must vote in favor of certain specified actions, including, among others, entering into or becoming a party to an employment agreement.or making modifications to any transaction with any director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person (including any family member thereof).

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