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Frustrating, just so frustrating.....but I have a feeling that we will see some kind of amazing news by the end of the month and get this fueled rocket ship going.....GLTA
Maybe we should be singing "Don't Stop Believing" by Journey instead of "The Waiting is the Hardest Part" by Tom Petty and the Heartbreakers...LOL
Interesting point, never thought of that.
Getting a little hopeful and excited to see it starting to move and get some interest
My guess is that Justin has everything in place for the financing or else he wouldn’t have made the announcement about the deal recently. To make the announcement and then not have the deal close would look real bad and really shake the confidence and commitment from investors. I never expected all the original deals to go through because there was just too many and they didn’t have the financing or expertise under Andy to make it work. I bet Justin knew that he would have to thin out some of the acquisitions when he reviewed the numbers and knew to make sure to keep the companies that are profitable in the mix and to close those deals.
Either way, we should know by the end of the month if we really have a winner on our hands and if the MedPharm deal gets done in the near future, then we have a home run. I have been holding this stock for a long time and always a big believer in what it could become. Good luck to all of us faithful stock holders.
The Star Buds deal is for $31 million cash and 2,600,000 shares
The stock has traded almost 2 million shares in the last 30 trading days in which OTCX was a big portion of the sell side volume. If JP is the seller, I believe he has used up most of his warrants/options to purchase the stock at $1.50 so I think he has used up most of his ammo. Just my summary and hunch on the situation and the reason I posted earlier.
I stated a week ago that I believed the OTCX seller was near the end of his selling. By the way we are trading, we should start heading higher very soon and I believe we will be above $2.00 sometime next week. OTCX still is offering at $1.80 but don't think he will have much more after that and sell what he has higher than that before he runs out of ammo. Just looking forward for the price of the stock begin with a 2 and have some more positive news come out. Fingers crossed and good luck to all.
Totally agree. I love how this company is managed and I believe it is a small hidden gem with some great upside potential. Patience is the key.
VERT and OTCX is at it again so don't expect any rally until OTCX gets out of shares for sale then VERT will get out of the way. Just frustrating to watch because I don't understand the logic why they keep the pressure on.
Hang in there because one of these days soon it will turn around.
There is only dilution if they sell those shares. It appears the company is moving forward on whatever plan they had in place before the SEC action took place.
The company must be confident they will beat the accusations and return to the previous listing status. By keeping their growth strategy in place they will be prepared if the SEC action is overturned.
I am extremely pleased with the update. I am getting more excited about the progress that Justin Dye is making and SHWZ can possibly be worth a higher valuation with less acquisitions then we thought. Justin appears to be making sure every acquisition is adding EPS to the bottom line and not taking on any money losers. The best part is that our shares will be less diluted and worth more. Looking forward to more good news in the future.
Any thoughts on the 10-q today? If it gets back re-listed, then it will matter.
My best guess that OTCX has 25,000 - 50,000 shares left for sale and he will probably sell them between $1.75 - $2.00 range.
I saw that, it is a good sign but don't get too excited because I bet he still has more but his ammo is getting low. We might get rid of him by the end of the week especially if we break $2.00
Some buyer is getting aggressive here and could take out the OTCX seller sooner than I expect. If we get to $2.00, we could finally get a great run to the upside. And if VERT keeps offering 100 shares lower than OTCX, it is a sign that OTCX still has a lot left to sell.
I believe OTCX is still sniffing around to sell a large amount of shares so they took it down to flush him out. It is still just a guess that the seller has a considerable amount to sell and we will stay in this price range for at least another week if the volume is around 150,000 shares a day. The only way we break out before that if another deal is announced or finalized. Just my thoughts on the situation but still very bullish that this company is one of the best hidden gems out there and we will see a wonderful payday in the future.
With OTCX back on the sell side, don’t expect much upside until he runs out of shares. He will hold it down in this range until out of ammo.
Isn't earnings due out next week? If so, wonder how COVID has affected the sales?
Here is my take on his resignation, obviously Bob is retirement age and he has put in the time to enjoy the some good health and upcoming fortune coming his way.
My view is that the original team of Andy, Brent, Josh, Bob and others had the vision and determination to build a cannabis business ahead of its time not knowing whether cannabis would ever be legal in any sense of the word. They were able to get other Colorado companies to agree to come together to build what will be a conglomerate mega brand going forward.
The downside of the original team is that they didn't have the experience to take it to the level where it is headed so the search for a leader like Justin Dye was needed. Justin's expertise and leadership along with the team that came along with him from Albertson's provides the company to achieve its growth potential. There is a lot of work to still be done and the time and energy needed takes a team that has achieved it before.
While I would have liked to see some of the original members stick around to actually have some sweat equity in the final stages and be a part of it on the ground, I believe they know what is really needed and stepped aside to let the seasoned multi million dollar company professionals build this company. I will admit it is always concerning to see good people step aside but I think we will be incredibly surprised that this is the right move for the company.
Resignation of Robert DeGabrielle as Chief Operating Officer
Current Report Filing (8-k)
June 25 2020 - 04:55PM
Edgar (US Regulatory)
Print
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 19, 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)
(303) 371-0387
(Registrant’s Telephone Number, Including Area Code)
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:
?
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ?
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2020, Medicine Man Technologies, Inc. (the “Company”) received the resignation of Robert DeGabrielle as Chief Operating Officer and as a member of the Board of Directors of the Company. Mr. DeGabrielle’s resignation is not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices.
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/ Dan Pabon
Date: June 25, 2020
Dan Pabon
General Counsel
On a side note, I wonder if Justin Dye and some of the other SHWZ employees have a stock option to be part of the today's Albertson's IPO when they exited the company before coming to SHWZ?
OTCX could be waiting for bids to build up and then whack them so I don't trust what we see on the screen. CDEL hanging around at $1.60 still has me wary.
If OTCX doesn't reload then we have a chance for a nice run to the upside, if OTCX reloads then we don't go anywhere yet
Because of the possible deals still in the works, it probably can't be done but I would love to see some insiders purchasing shares on the open market at this price to really give some sense of positivity to the share price.
Just wishful thinking.
Many of you know by my posts that I am a big believer in SHWZ. But until OTCX is done selling stock, this stock isn't going nowhere unless the Medpharm deal is completed before the seller is out of stock for sale.
The chart sucks and the sentiment sucks because of the delay of all these deals not being completed. Throw in the CEO (Andy Williams) leaving the company and weak holders will keep unloading their shares.
I have been an owner since the company went public and have flipped shares a few times in the first year and then the company took a turn towards becoming one of the world's best cannabis companies and accumulated a good position and haven't sold a share since. I am not going to sell because I am still a great believer that this company has everything needed to be a great company and has the right leader in Justin Dye to make it happen.
Another problem is the name change. I like the new name but the corporate name needs to change also to SCHWAZZE from Medicine Man Technologies. The stock symbol doesn't jive with the current company name and there is still confusion in my opinion with other cannabis companies with similar names.
I just needed to vent because this is just so frustrating and I haven't been invested in a company with such a great story and potential not even showing any signs of moving upward. This stock should be at worst $5.00 with the bottom of the stock price and in a range between $5.00 - $10.00 considering all the other crap cannabis companies out there with much bigger floats, higher stock prices and money losing P/E's.
Best of luck to all and hope to see the dream materialize sometime this year.
Drugdoctor...I assume you got your $1.70 with that 5,000 share bid so congrats if I was right. Very surprised that the 30,000 share buyer stepped up right after your assumed purchase.
Since OTCX didn't hit the bid at $1.70 when it was showing not to miss it, my guess is that the seller is almost out of stock for sale. Tomorrow will really be a telling day before going into the weekend if we will finally start an uptrend.
My guess is that OTCX will sell a boat load at $1.70 by the end of the day because there are some decent buyers there.
I have a strong feeling you will own them by the end of the day
Well OTCX is at it again, get ready for VERT to join the party.
I really love this company and its future. But we are not moving forward until these other deals are completed. The key deal is Medpharm, the others will help but it is not the catalyst for the big push upward.
Just my opinion.
Future...sorry to disagree but the seller isn’t a shorter in my opinion. There is not a lot to be made shorting a $2.00 stock and the risk is too great with SHWZ having the opportunity to be one of the giants in the industry. If and when SHWZ closes on MedPharm then this stock will rocket and a shorter will be taken to the cleaners.
Also, you have to borrow the stock to short it. I don’t think the insiders would allow their stock to be available to borrow and considering the insiders hold about 40% of the shares, that amount would be hard to attain. The volume of the seller is just too big.
Drugdoctor...I love your enthusiasm and knowledge of the company, but OTCX isn't running out of shares soon...(just a guess, JP).
When OTCX does run out of shares, then we will head up and VERT will be on the buy side (always showing 100 shares because they never show what they have). When that happens, the stock should pop to the $2.75-$3.00 level.
Also, being aggressive on the sell side is never letting up on the offer. When you have stock to sell and have good news like we just got, you would scale up and let the stock rise and sell while it is going up (making more profit). But this seller has some kind of grudge in my opinion and doesn't want the price to rise especially after the record volume day last week.
Drugdoctor...keep your views coming. Always great to see things from all different angles.
OTCX never does anything early in the day. They are back aggressively.
Whenever this seller thru OTCX gets done, this stock will rocket.
I just can't understand why they are so aggressive with the good news and who it is that has a big position that wants out.
And how funny to see VERT sitting on the sell side also. Only doing that because of the OTCX seller in my opinion.
Also, noticed that the short seller positions decreased by a big amount the past two months.
Schwazze, Formerly Operating as Medicine Man Technologies, Inc., Announces Definitive Acquisition Agreements for Star Buds’ Colorado Locations
Press Release | 06/08/2020
Schwazze, formerly operating as Medicine Man Technologies, Inc. (OTCQX: SHWZ) ( “Schwazze” or “the Company"), announced today that it has signed definitive acquisition agreements for 14 Star Buds locations in the state of Colorado as part of the Company’s pending acquisitions.
Star Buds, one of the most recognized and successful retail cannabis operators in North America based on revenue-per-location and profit, is home to a wide selection of strains, concentrates, edibles, tinctures, and best-in-class customer service. The acquisitions include 13 retail operations located throughout the Colorado front-range with four dispensaries in Denver, two dispensaries in Aurora, one dispensary in each of Commerce City, Westminster, Louisville, Longmont, Niwot, Pueblo and Pueblo West, and one cultivation in Denver.
The acquisition of the 14 Star Buds locations is represented by 13 different ownership groups and agreements. Based on the consolidated, unaudited 2019 results the Company received from Star Buds, these acquisitions collectively earned approximately $50M in revenue with a strong EBITDA margin. The Company has submitted change of ownership applications with the Colorado Marijuana Enforcement Division for the 14 Star Buds locations and the transactions are expected to close in the third quarter of 2020.
“Star Buds is a premier brand across the entire cannabis industry, and we are thrilled to bring the Colorado locations into the Schwazze family,” said Justin Dye, Chief Executive Officer of Schwazze. “Led by Brian Ruden, TJ Joudeh and their partners, Star Buds has built a respected, innovative, and trusted retail operations. I admire their commitment to high quality products and paired with budtenders’ deep expertise and laser focus of taking care of their customers – it is a recipe for success. The addition of the Star Buds builds on our customer-centric focus and will significantly expand our retail operations footprint while also increasing return to shareholders.”
“We are excited for the Colorado Star Buds locations to join the Schwazze portfolio,” said Brian Ruden, Star Buds owner, operator, and Schwazze Board Member. “The strategy Schwazze has outlined provides exciting opportunities for our employees, customers and the industry. These transactions further Schwazze’s vision to create the most admired cannabis company in the world while remaining focused on customer experience, trusted branding, and strong profitability. We are proud of what Star Buds has built in Colorado and eagerly look forward to what the future holds with Schwazze.”
Earlier this year, under the new Colorado legislation of HB19-1090, Schwazze was the first publicly traded company to be deemed suitable to operate a plant touching business and to acquire a Colorado cannabis operator. Upon the anticipated closing of the series of pending acquisitions in 2020, including Star Buds, the Company’s portfolio will consist of top-tier licensed brands spanning cultivation, extraction, infused-product manufacturing, dispensary operations, and robust product innovation and development all under one entity.
For more information about Schwazze, please visit https://www.Schwazze.com/.
About Schwazze
Medicine Man Technologies, Inc. is now operating under its new trade name, Schwazze. Schwazze is executing its strategy to become one of the nation’s largest vertically integrated cannabis holding companies by revenue. Upon the completion of its announced acquisitions, its portfolio will consist of top-tier licensed brands spanning cultivation, extraction, infused-product manufacturing, dispensary operations, consulting, and a nutrient line. Schwazze leadership includes Colorado cannabis leaders with proven expertise in product and business development as well as top-tier executives from Fortune 500 companies. As a leading platform for vertical integration, Schwazze is strengthening the operational efficiency of the cannabis industry in Colorado and beyond, promoting sustainable growth and increased access to capital, while delivering best-quality service and products to the end consumer. The corporate entity continues to be named Medicine Man Technologies, Inc.
About Star Buds
Founded in 2013, Star Buds is a leading cannabis retailer across the country. Since its inception in Colorado, Star Buds’ footprint has grown to 13 retail operations and one cultivation throughout Denver-metro and the front range. Beyond Colorado, Star Buds is a multi-state US and international operator. Star Buds is known as a best in class retailer with a carefully curated selection of cannabis products for all types of users. To learn more about Star Buds visit https://www.starbuds.us/.
Forward-Looking Statements
This press release contains "forward-looking statements." Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential," or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control and cannot be predicted or quantified. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval to market our products and product candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200608005157/en/
More news out (8-K) this morning
Current Report Filing (8-k)
June 08 2020 - 07:46AM
Edgar (US Regulatory)
Print
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 5, 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)
(303) 371-0387
(Registrant’s Telephone Number, Including Area Code)
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:
?
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ?
1
Item 1.01. Entry into a Material Definitive Agreement.
On June 5, 2020, Medicine Man Technologies, Inc., a Nevada corporation (the “Company”,) and SBUD, LLC, a Colorado limited liability company and wholly-owned subsidiary of the Company (the “Purchaser”) entered into thirteen separate purchase agreements (each individually the “CHC Agreement” the “Citi Agreement” the “Lucky Agreement” the “Kew Agreement” the “Aurora Agreement” the “Arapahoe Agreement” the “Alameda Agreement” the “44th Agreement” the “Pueblo Agreement” the “Louisville Agreement” the “Niwot Agreement” the “Longmont Agreement” and the “Commerce City Agreement,” and collectively the “Agreements”) together with each of Colorado Health Consultants, LLC, CitiMed, LLC, Lucky Ticket LLC, Kew LLC, SB Aurora LLC, SB Arapahoe LLC, SB Alameda LLC, SB 44th LLC, Starbuds Pueblo LLC, Starbuds Louisville LLC, Starbuds Niwot LLC, Starbuds Longmont LLC, and Starbuds Commerce City LLC (any one a “Starbuds Company” and collectively the “Starbuds Group”) whereby the Purchaser agreed to purchase substantially all of the assets of the Starbuds Group from each individual Starbuds Company pursuant to the Agreements (the “Purchase”). As previously disclosed in a Current Report on Form 8-K filed September 3, 2019, the Company and the Starbuds Group entered into a binding term sheet (the “Term Sheet”) whereby the Company agreed to purchase the membership interests of each member of each Starbuds Company (the “Proposed Transaction”); the Agreements were entered into in lieu of the Proposed Transaction.
The aggregate purchase price for the assets of the Starbuds Group is approximately $118 million, subject to adjustment upon the closing of the Purchase based on, among other things, the target inventory as opposed to actual inventory and target working capital as opposed to net working capital of each member of the Starbuds Group, and shall be payable to the Starbuds Group and the members a mix of cash and shares of the Company’s common stock, par value $0.001 per share (the “Purchase Price”). The Purchaser will not assume any liabilities of the Starbuds Group other than accounts payable by Starbuds Group, liabilities in respect of any contractual arrangements assigned to the Purchaser by the Starbuds Group, and liabilities in connection with administrative fees associated with obtaining necessary governmental approvals or waivers of such approvals. The Purchaser has also agreed to pay certain transfer taxes in connection with the Purchase. The closing of the Purchase is subject to customary closing terms and conditions, and the closing of the purchase of the assets by the Purchaser of any Starbuds Company is subject to additional closing conditions as set forth in the Agreements.
The foregoing description of the Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to: (1) the CHC Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference, (2) the Citi Agreement, which is filed as Exhibit 2.2 to this report and incorporated herein by reference, (3) the Lucky Agreement, which is filed as Exhibit 2.3 to this report and incorporated herein by reference, (4) the Kew Agreement, which is filed as Exhibit 2.4 to this report and incorporated herein by reference, (5) the Aurora Agreement, which is filed as Exhibit 2.5 to this report and incorporated herein by reference, (6) the Arapahoe Agreement, which is filed as Exhibit 2.6 to this report and incorporated herein by reference, (7) the Alameda Agreement, which is filed as Exhibit 2.7 to this report and incorporated herein by reference, (8) the 44th Agreement, which is filed as Exhibit 2.8 to this report and incorporated herein by reference, (9) the Pueblo Agreement, which is filed as Exhibit 2.9 to this report and incorporated herein by reference, (10) the Louisville Agreement, which is filed as Exhibit 2.10 to this report and incorporated herein by reference, (11) the Niwot Agreement, which is filed as Exhibit 2.11 to this report and incorporated herein by reference, (12) the Longmont Agreement, which is filed as Exhibit 2.12 to this report and incorporated herein by reference, and (13) the Commerce City Agreement, which is filed as Exhibit 2.13 to this report and incorporated herein by reference. The Agreements, and the foregoing description of the Agreements and the Purchase, have been included to provide investors and our stockholders with information regarding the terms of the transactions contemplated by the Agreements. The representations and warranties in the Agreements were made as of a specified date and may be subject to materiality standards different than what would be viewed as material to stockholders. As such, the representations and warranties should be considered in conjunction with the entirety of the disclosures about the Company in the public reports filed with the U.S. Securities and Exchange Commission.
2
Item 7.01 Regulation FD Disclosure
On June 8, 2020, the Company issued a press release announcing that the parties had entered into the Agreements. A copy of the press release is attached as Exhibit 99.1. The Company rebranded and conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc.
Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such risks and uncertainties include, without limitation, risks, and uncertainties associated with (i) regulatory limitations on our products and services; (ii) our ability to complete and integrate acquisitions; (iii) general industry and economic conditions; and (iv) our ability to access adequate financing on terms and conditions that are acceptable to us, as well as other risks identified in our filings with the SEC. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
Description
2.1
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Colorado Health Consultants, LLC, dated June 5, 2020.
2.2
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and CitiMed, LLC, dated June 5, 2020.
2.3
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Lucky Ticket LLC, dated June 5, 2020.
2.4
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Kew LLC, dated June 5, 2020.
2.5
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Aurora LLC, dated June 5, 2020.
2.6
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB Arapahoe LLC, dated June 5, 2020.
2.7
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and SB 44th LLC, dated June 5, 2020.
2.8
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Pueblo LLC, dated June 5, 2020.
2.9
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Louisville LLC, dated June 5, 2020.
2.10
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Niwot LLC, dated June 5, 2020.
2.11
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Alameda LLC, dated June 5, 2020.
2.12
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Longmont LLC, dated June 5, 2020.
2.13
Asset Purchase Agreement entered into by and among Medicine Man Technologies, Inc., SBUD LLC, and Starbuds Commerce City LLC, dated June 5, 2020.
99.1
Press Release dated June 8, 2020
3
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/ Dan Pabon
Date: June 8, 2020
Dan Pabon
General Counsel
Potts, most importantly I wish you much good health because that is the most important thing in life. I will miss your constant observations and input. I hope to see you around here from time to time.
One more comment about what has just happened. The pump and dump you stated did not come from the company making any press releases. The company never even commented about the run up so I believe they could have been surprised about the sudden surge. So your concern about the run up might have some merit doesn’t concern me. Justin Dye really understands how to build a brand and I am sure he wouldn’t want to jeopardize it in my opinion.
Stay well!
Here are my thoughts....while I am disappointed to see the deal fall apart, there has to be more of the story than first appears.
Justin Dye just invested a good amount of cash into the company about two weeks ago. Are we to believe that a deal or two wasn’t going fall apart with the crash of the market from the COVID crisis and Justin has no clue that the possibility of this scenario wasn’t going to happen? If you have studied Justin’s career track record, it is pretty stellar. Also he got some incredible management talent to follow him to SHWZ, are these people to stupid to join the team? I don’t think this incredible group of staff has fallen to join on false hope.
Here is a thought to ponder, did Andy Williams bail because he knew he didn’t have the expertise to pull off the plan of acquisitions he proposed? The company didn’t have the cash necessary to make it work and if they worked all for stock deals for company shares, then they would have been so diluted then it would have been like all the other cannabis companies stock acquisitions out there. Don’t get me wrong, I liked Andy with his vision and personality which caught my interest in this company. I really feel the death of Brent Roper was painful to Andy and that he felt the pressure to complete the plan that the both of them had worked on. I believe Andy was the vision mind and Brent was the business mind for SHWZ when then started. How do you complete 11 acquisitions without enough cash? So some deals falling apart could be expected and that is why Andy went looking for a person of Dye’s stature to get it done.
The key for me on these deals is MedPharm. If this deal falls apart, then I would be worried. Andy still has a huge stake in SHWZ (as far as we know currently) and he has a stake in MedPharm. Colorado Harvest is a little blip on radar that fell apart. Just my perspective right now. I know we have a great educated group here and look forward to everyone’s thoughts. And Pottsvision, did you really liquidate your position? If so, that hurts because I really thought you were one of the biggest supporters of the company.
Nano Magic Challenges SEC Move -- WSJ
This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (June 5, 2020).
The U.S. Securities and Exchange Commission has been cracking down on companies that make dubious claims about how they can help fight the coronavirus pandemic. Now, one technology company says the regulator went too far.
Nano Magic Inc. (NMGX), a maker of lens care, anti-fog and electronic device protection products, has mounted a novel challenge to an SEC decision on April 30 to temporarily freeze its stock over online claims that a disinfectant the company held a patent for could "kill" the novel coronavirus.
The claims, posted on Twitter and the online message board InvestorHub, caused the micro cap company's share price to spike. But Nano Magic(NMGX) says it wasn't associated with the authors of the posts and wasn't responsible for the allegedly misleading claims. The Bloomfield Hills, Mich.-based company says it wasn't even aware of the online activity until it was contacted by the SEC a week before the suspension order.
While the trading suspension expired on May 14, reputational damage from the SEC's action has jeopardized potential relationships with customers and retailers that Nano Magic(NMGX) hoped would sell its products, the company said in a May 7 petition to the agency to terminate the suspension.
In a response to Nano Magic(NMGX), the SEC said the company was asking it to ignore what appeared to be a coordinated campaign to manipulate Nano Magic's(NMGX) share price. The company's claim that it was unaware of the source of the message board posts was irrelevant, the regulator said.
The SEC has also accused Nano Magic's(NMGX) executives of making matters worse by publishing a press release on April 7 with a statement from its chief executive saying the company was "eager to join the Covid-19 fight."
The statement by CEO Tom Berman was true and didn't justify a trading suspension, Nano Magic(NMGX) contends.
The conflict over the stock-freeze has escalated into an unexpected challenge to the SEC's power to suspend trading in a public company if it believes market manipulation is afoot. SEC officials have spotlighted their emergency suspensions as an important tool in the fight against coronavirus-related fraud.
The agency has issued more than 30 suspensions in an effort to protect investors from false and misleading claims about products or services that could help consumers weather the pandemic, SEC enforcement co-director Steven Peikin said in a speech last month.
Nano Magic (NMGX) has likened its suspension to a corporate death sentence and has accused the SEC of issuing its freeze without first obtaining all the facts. In its case, the use of such a drastic remedy was a mistake, Nano Magic(NMGX) has argued in its filings with the agency.
Nano Magic (NMGX) is listed on OTC Link, an exchange viewed as an alternative trading platform for businesses that don't meet the minimum listing requirements of larger national exchanges such as the Nasdaq or the New York Stock Exchange.
Nano Magic's (NMGX) stock has yet to resume trading despite the expiration of the suspension order, and the company has asked the SEC's commissioners to vacate the order and take steps to mitigate the damage it claims was done to its business.
An SEC spokesman declined to comment further.
"We are confident that we have put a very compelling record in front of the SEC and are hopeful for a quick and favorable resolution," Nano Magic's(NMGX) lawyer, Jacob Frenkel of Dickinson Wright PLLC, said.
Write to Dylan Tokar at dylan.tokar@wsj.com
(END) Dow Jones Newswires
06-05-200232ET
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