Medicine Man Technologies Inc (SHWZ)

[Drugdoctor]

(h) Disclosure of Transactions and Other Material Information. On or before 9:00 AM New York City time four Business Days after the date hereof, the Company shall (A) issue a press release disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents to the extent required by law (the “8-K Filing”). Subject to the foregoing, neither the Company or its Subsidiaries nor the Buyers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by Applicable Law. Except for any registration statement filed in accordance with this Agreement, the 8-K Filing and as required by Applicable Law and Trading Market regulations, without the prior written consent of a Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

On November 16, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with one investor to purchase shares of preferred stock of the Company in a private placement (the “Private Placement”). The Company is in negotiations with additional investors in connection with the Private Placement. The Private Placement provides for an minimum offering of $72 million and a maximum offering of $105 million, and will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act. The Company will use the proceeds from the Private Placement for the acquisition of Star Buds.



The preceding description is a summary of the material terms of the Private Placement. Such summary is qualified in its entirety by reference to the SPA, which is filed as an Exhibit 10.1 to this Quarterly Report and is hereby incorporated by reference.

https://www.sec.gov/Archives/edgar/data/1622879/000168316820003969/medicineman_10q-ex1001.htm