Replies to post #5549 on Medicine Man Technologies Inc (SHWZ)

[pottsvision]

06/08/2020 | 07:48am EDT
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.

https://www.marketscreener.com/quote/stock/MEDICINE-MAN-TECHNOLOGIES-28642976/news/MEDICINE-MAN-TECHNOLOGIES-INC-Entry-into-a-Material-Definitive-Agreement-Regulation-FD-Disclosu-30739190/

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"SBUD, LLC, a Colorado limited liability company and wholly-owned subsidiary of the Company"

I wonder how they'll get it done?

[Future2016]

Starbuds