UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2020
Medicine Man Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | | 001-36868 | | 46-5289499 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4880 Havana Street, Suite 201 Denver, Colorado | | 80239 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (303) 371-0387
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| [_] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. [X]
Section 2 Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 23, 2020, Medicine Man Technologies, Inc., operating its business under the trade name Schwazze (the “Company”) filed a Form 8-K in connection with the completion of the Asset Purchase Agreements (the “Agreements”) with Starbuds Commerce City, LLC (“Commerce City”) and Lucky Ticket, LLC (“Lucky Ticket”).
This Form 8-K/A amends the Form 8-K the Company filed on December 23, 2020 to include (i) unaudited financial statements as of, and for the nine months ended, September 30, 2020 of Commerce City and Lucky Ticket, (ii) audited financial statements as of, and for the year ended, December 31, 2019 of Commerce City and Lucky Ticket, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the Commerce City and Lucky Ticket agreements, required by Items 9.01(a) and 9.01(b) of Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
1. The unaudited financial statements of Commerce City and Lucky Ticket and the notes thereto, for the nine months ended September 30, 2020 and 2019, are included as Exhibit 99.1 hereto and are incorporated herein by reference.
2. The audited financial statements of Commerce City and Lucky Ticket and the notes thereto, for the year ended December 31, 2019, are included as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Commerce City and Lucky Ticket Agreements, is included in Exhibit 99.2 hereto and is incorporated herein by reference:
1. Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2020;
2. Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2020; and
3. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2019.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Medicine Man Technologies, Inc. |
| | | |
| | By: | /s/ Justin Dye |
| Date: March 4, 2021 | | Justin Dye, Chief Executive Officer |
| | | (Principal Executive Officer) |
| |
| | |
| | | |
| | By: | /s/ Nancy Huber |
| | | Nancy Huber, Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
