U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark one)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 |
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to________________________. |
Commission File Number000-55450
MEDICINE MAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 46-5289499 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
4880 Havana Street
Suite 201
Denver, Colorado 80239
(Address of principal executive offices)
(303) 371-0387
(Issuer’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.001 per share | OTCQB |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of the completion of the 4th quarter related to FY 2017, the Company had 22,991,137 shares outstanding, of which 15,554,101 shares were held by non-affiliates and 7,437,036 shares were held by affiliates, officers, and or directors. Based upon the closing price of $1.39 on June 30, 2017 the total value of shares held by non-affiliate shareholders was $21,620,200. As of March 26, 2018, the Registrant had 24,027,334 shares of Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on or about June 9, 2018, or such other date as may be selected in the future, are incorporated by reference in certain sections of PART III.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the Securities and Exchange Commission on March 27, 2018 (the “Original Filing”). This Amendment No. 1 is being filed solely to amend and supplement Item 15. Item 15 was not included in the original report noted above.
This Amendment No. 1 includes new certifications from the Company’s principal executive officer and principal financial officer, dated as of the date of filing of this Amendment No. 1. Amendment No. 1 speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as described above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
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PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report:
The following exhibits are filed with this report:
| Exhibit | Description | Reference | ||
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | |||
| 101.INS | XBRL Instance Document. | Form 10-K filed on March 27, 2018 | ||
| 101.SCH | XBRL Taxonomy Extension Schema. | Form 10-K filed on March 27, 2018 | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | Form 10-K filed on March 27, 2018 | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | Form 10-K filed on March 27, 2018 | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | Form 10-K filed on March 27, 2018 | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | Form 10-K filed on March 27, 2018 |
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunder duly authorized.
| Dated: March 29, 2018 | MEDICINE MAN TECHNOLOGIES, INC. |
| By:/s/ Brett Roper | |
| Brett Roper, Chief Executive Officer | |
By:/s/ Jonathan Sandberg Jonathan Sandberg, Chief Financial Officer |
In accordance with the Exchange Act, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 29, 2018.
/s/ Andrew Williams Andrew Williams, Director |
/s/ Brett Roper Brett Roper, Director |
/s/ James S. Toreson James S. Toreson, Director |
/s/ Charley Haupt
Charly Haupt, Director
/s/ Paul Dickman
Paul Dickman, Director
