Medicine Man Technologies Inc (SHWZ)

[Drugdoctor]

And... here are the terms for the Drift-acquisition...

Asset Purchase Agreement



On June 25, 2021, Medicine Man Technologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Double Brow, LLC, a wholly-owned subsidiary of the Company (the “Purchaser”), BG3 Investments, LLC (“BG3”), Black Box Licensing, LLC (“Black Box”, and together with BG3, individually, “Seller” and collectively, “Sellers”), and Brian Searchinger, the sole equityholder of BG3 and an equityholder of Black Box, pursuant to which the Purchaser will (i) purchase the Sellers’ assets used in or held for use in or related to the operation of the Sellers’ business of distributing, marketing and selling recreational cannabis products, other than certain excluded assets (the “Asset Purchase”), and (ii) assume obligations under contracts acquired as part of the Asset Purchase, in each case, on the terms and subject to the conditions set forth in the APA.



The aggregate purchase price for the Seller’s assets will be approximately $3.5 million (subject to adjustment for actual inventory levels at closing of the Asset Purchase), (i) 54.3% of which will be paid in cash, with 15.8% of such cash payment to be paid to BG3 and 84.2% of such cash payment to be paid to Black Box, and (ii) 45.7% of which will be paid in unregistered shares of the Company’s common stock to BG3 based on the closing price per share of the Company’s common stock on the trading day immediately before the closing date of the Asset Purchase.

Calculation by Drugdoctor:

$3,500,000 x 45.7% = $1,599,500 to be paid in stock shares... Assume $2.30 for the closing price, and the Drift acquisition will only be 695,434 shares dilution...


So total new dilution for both deals is only 3,034,564 shares....