As filed with the Securities and Exchange Commission on June 28, 2018
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEDICINE MAN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 46-5289499 |
| (State or Other Jurisdiction of | (IRS Employer Identification Number) |
| Incorporation or Organization) |
4880 Havana Street
Suite 201
Denver, Colorado 80239
(Address of Principal Executive Offices) (Zip Code)
MEDICINE MAN TECHNOLOGIES, INC. 2017 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Brett Roper, Chief Executive Officer
MEDICINE MAN TECHNOLOGIES, INC.
4880 Havana Street
Suite 201
Denver, CO 80239
(Name and Address of Agent for Service)
(303) 371-0387
(Telephone Number of Agent for Service)
COPIES TO:
Andrew I. Telsey, Esq.
Andrew I. Telsey, P.C.
12835 E. Arapahoe Road
Tower 1 Penthouse #803
Centennial, Colorado 80112
(303) 768-9221
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filero | Accelerated filer o |
| Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting companyx |
| Emerging growth company x |
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 7(a)(2)(B) of the Securities Act.o
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee |
| Common Stock, par value $0.001 per share | 2,000,000 | $1.50 | $3,000,000 | $373.50 |
| Total | 2,000,000 | $3,000,000 | $373.50 |
| (1) | Pursuant to Rule 416, for each of the amounts indicated, this registration statement also covers an indeterminate number of additional shares of Common Stock which may become available for issuance to cover possible adjustments under the aforementioned plan, for example, by reason of stock dividends, stock splits, recapitalizations or other similar transactions. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) and based upon the closing price of the Company’s common stock on the OTCQB on June 26, 2018. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register 2,000,000 additional shares of common stock available for issuance under the 2017 Equity Incentive Plan. The Registrant’s Board of Directors and stockholders have each approved such increase in the number of shares available for issuance under the Plan.
This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement onForm S-8 filed with the SEC on June 12, 2017 (Registration No. 333-218662,
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents, all of which were previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), are hereby incorporated by reference:
| 1. | The Company’s Annual Report onForm 10-K for the year ended December 31, 2017, as filed on March 27, 2018, as amended March 30, 2018 |
| 2. | The Company’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2018 as filed on May 3, 2018. | |
| 3. | The Company’sDefinitive Proxy Statement on Schedule 14A filed on May 7, 2018. | |
| 4. | The Company’s Current Reports on Form 8-K filed onJanuary 19, 2018,December 19, 2017,November 30, 2017,November 21, 2017 andNovember 13, 2017 | |
| 5. | The description of the Company’s common stock, par value $0.001 per share contained in our Registration Statement onForm S-8, dated and filed with the SEC on June 12, 2017, and any amendment or report filed with the SEC for the purpose of updating the description |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any such information so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
| ITEM 8. | EXHIBITS |
The following exhibits are attached to this registration statement:
* Filed herewith
** Previously filed in our S-1 Registration Statement filed with the SEC on April 14, 2015.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 28, 2018.
| MEDICINE MAN TECHNOLOGIES, INC. | |
| By:/s/ Brett Roper | |
| Brett Roper, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature______________________
| Signature | Title | Date | ||
| /s/ Brett Roper | Chief Executive Officer and Director | June 28, 2018 | ||
| Brett Roper | ||||
| /s/ Andrew Williams | Director | June 28, 2018 | ||
| Andrew Williams | ||||
| /s/ Jim Toreson | Director | June 28, 2018 | ||
| Jim Toreson | ||||
| /s/ Charles Haupt | Director | June 28, 2018 | ||
| Charles Haupt | ||||
| /s/ Paul Dickman | Director | June 28, 2018 | ||
| Paul Dickman | ||||
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 3.1 | Articles of Incorporation ** | |
| 3.2 | Bylaws ** | |
| 3.3 | Amendment to Bylaws ** | |
| 3.4 | Articles of Amendment to Articles of Incorporation ** | |
| 4.1 | MEDICINE MAN TECHNOLOGIES, INC. 2017 Equity Incentive Plan, as amended* | |
| 5.1 | Opinion of Andrew I. Telsey, P.C.* | |
| 23.1 | Consent of Andrew I. Telsey, P.C. (included in Exhibit 5.1)* | |
| 23.2 | Consent of B F Borgers CPA PC* | |
* Filed herewith
** Previously filed in our S-1 Registration Statement filed with the SEC on April 14, 2015.
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