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  • 8-K/A Filing

Medicine Man (SHWZ) 8-K/ACompletion of Acquisition or Disposition of Assets

Filed: 18 May 21, 4:00pm
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    SEC
    • 8-K/A Current report
    • 99.1 Financial Statements
    • 99.2 Pro Forma Financial Information
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    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): March 2, 2021

     

    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))

     


    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered
    Not applicable Not applicable Not applicable

     

    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 ☒

     

    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. ☒

     

     

       

     

     

    Section 2 Financial Information

     

    Item 2.01. Completion of Acquisition or Disposition of Assets.

     

    On March 8, 2021, Medicine Man Technologies, Inc., operating its business under the trade name Schwazze (the “Company”) filed a Current Report on Form 8-K in connection with the completion of the acquisition under Asset Purchase Agreements (the “Agreements”) with SB Arapahoe LLC (“Arapahoe”) and KEW LLC (“KEW”).

     

    This Form 8-K/A amends the Form 8-K the Company filed on March 8, 2021 to include (i) unaudited financial statements as of, and for the nine months ended, September 30, 2020 of Arapahoe and KEW (ii) audited financial statements as of, and for the year ended, December 31, 2019 of Arapahoe and KEW, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the Arapahoe and KEW 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 Arapahoe and KEW 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 Arapahoe and KEW 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 Arapahoe and KEW 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.

     

    (c) Exhibits

     

    Exhibit No.Description
    99.1SB Arapahoe LLC and KEW LLC Unaudited Financial Statements for the nine months ended September 30, 2020 and 2019 and the Audited Financial Statements for the year ended December 31, 2019.
    99.2Unaudited Pro Forma Condensed Combined Financial Information.

     

      

     

     

     2 

     

     

    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: May 18, 2021 Justin Dye, Chief Executive Officer
      (Principal Executive Officer)
     

     

      
       
     By:/s/ Nancy Huber
      Nancy Huber, Chief Financial Officer
      (Principal Financial and Accounting Officer)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     3 

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