Item 7.01 Regulation FD Disclosure.
On September 14, 2022, Medicine Man Technologies, Inc. (the “Company”) issued a
press release announcing the signing of the Purchase Agreement (as defined under
Item 8.01). A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The information under Item 7.01 of this Current Report on Form 8-K and the press
release attached as Exhibit 99.1 are being furnished by the Company pursuant to
Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the
information under Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section. In addition, this information shall not be deemed
incorporated by reference into any of the Company’s filings with the Securities
and Exchange Commission, except as shall be expressly set forth by specific
reference in any such filing.
Item 8.01 Other Events.
On September 9, 2022, the Company entered into two Asset Purchase Agreements
with Double Brow, LLC, a wholly-owned subsidiary of the Company (the
“Purchaser”), Lightshade Labs LLC (“Lightshade”), Thomas Van Alsburg, an
individual, Steve Brooks, an individual, and John Fritzel, an individual
(together with Mr. Alsburg and Mr. Brooks, the “Equityholders”), pursuant to
which the Purchaser will purchase (i) all of Lightshades assets used or held for
use in Lightshades business of owning and operating a retail marijuana store in
Denver, Colorado, pursuant to an Asset Purchase Agreement (the “Denver Purchase
Agreement”) and (ii) all of Lightshades assets used or held for use in
Lightshades business of owning and operating a retail marijuana store in Aurora,
Colorado (the “Aurora Purchase Agreement” and together with the Denver Purchase
Agreement, the “Purchase Agreements”), on the terms and subject to the
conditions set forth in the Purchase Agreements (collectively, the “Asset
Purchase”).
The aggregate consideration for the Asset Purchase will be up to $2,750,000
million in cash. At the closing, the Company will use a portion of the purchase
price to pay off certain indebtedness and transaction expenses of Lightshade and
then pay the balance to Lightshade. The Company will deposit $300,000 of the
purchase price at closing into escrow as collateral for potential claims for
indemnification from Lightshade under the Purchase Agreements. Any portion of
the escrowed purchase price not used to satisfy indemnification claims will be
released to Lightshade on the 12-month anniversary of the closing date of the
Asset Purchase.
The Purchase Agreement contains customary representations and warranties,
covenants and indemnification provisions for a transaction of this nature,
including, without limitation, covenants regarding the operation of Lightshade’s
business before the closing of the Asset Purchase, and confidentiality,
non-compete and non-solicitation undertakings by Lightshade and the
Equityholders. The Purchase Agreements also contain certain termination rights
for each of the Purchaser (on its own behalf and on behalf of the Company) and
Lightshade (on its own behalf and on behalf of the Equityholders), subject to
the conditions set forth in the applicable Purchase Agreement, including,
without limitation, if the closing has not occurred within 180 days of
submission of Regulatory Applications (as defined in the Purchase Agreements).
The closing of the Asset Purchase is subject to closing conditions customary for
a transaction of this nature, including, without limitation, obtaining licensing
approval from the Colorado Marijuana Enforcement Division and local regulatory
authorities.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements.” All
statements contained in this Current Report on Form 8-K other than statements of
historical fact, including statements regarding the closing of the Asset
Purchase, are forward-looking statements. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“approximately,” “potential,” or the negative of these terms or other words of
similar meaning in connection with a discussion of the Asset Purchase, although
the absence of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are based upon the Company’s current
intentions, plans, assumptions, expectations and beliefs concerning future
developments and their potential effect on the Company and the Asset Purchase.
This information may involve known and unknown risks, uncertainties and other
factors outside of the Company’s control which may cause actual events, results,
performance or achievements to be materially different from the future events,
results, performance or achievements expressed or implied by any forward-looking
statements. Stockholders and potential investors should not place undue reliance
on these forward-looking statements. Although the Company believes that its
plans, intentions and expectations reflected in or suggested by the
forward-looking statements in this Current Report on Form 8-K are reasonable,
the Company cannot assure stockholders and potential investors that these plans,
intentions or expectations will be achieved.
Factors and risks that may cause or contribute to actual events, results,
performance or achievements differing from these forward-looking statements
include, but are not limited to: (i) the Company’s ability to consummate the
Asset Purchase or the risk of any event, change or other circumstance that could
give rise to the termination of the Purchase Agreements; (ii) the risk that cost
savings and any revenue synergies from the Asset Purchase may not be fully
realized or may take longer than anticipated to be realized; (iii) the risk that
the integration of Lightshade’s assets and operations will be materially delayed
or will be more costly or difficult than expected or that the Company is
otherwise unable to successfully integrate Lightshade’s assets and operations
into the Company’s business; (iv) the failure to obtain the necessary approvals
and consents from third parties and regulators to consummate the Asset Purchase,
or any other consents required under the Purchase Agreements; (v) the ability to
obtain required governmental approvals of the Asset Purchase (and the risk that
such approvals may result in the imposition of conditions that could adversely
affect the Company or the expected benefits of the Asset Purchase); (vi) the
failure of the closing conditions in the Purchase Agreements to be satisfied, or
any unexpected delay in closing the Asset Purchase; and (vii) the Company’s
ability to fund the Asset Purchase. All forward-looking statements speak only as
of the date of this Current Report on Form 8-K. Except to the extent required by
law, the Company undertakes no obligation to update or revise any
forward-looking statements, whether because of new information, future events, a
change in events, conditions, circumstances or assumptions underlying such
statements, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
99.1 Press Release, dated September 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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