TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 13, 2022 Dan Pabon General Counsel Medicine Man Technologies, Inc. 4880 Havana Street Suite 201 Denver, Colorado 80202 Re: Medicine Man Technologies, Inc. Registration on Form S-3 Filed on January 7, 2022 File No. 333-262059 Dear Mr. Pabon: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Janice Adeloye at 202-551-3034 or Erin Jaskot at 202-551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Rikard D. Lundberg