UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On June 7, 2023, Medicine Man Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its previously announced acquisition of Everest Apothecary, Inc. (“Everest”).
The Company is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Original Form 8-K to include (i) the audited Statement of Assets Acquired and Liabilities Assumed as of June 1, 2023 and (ii) unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition, required by Item 9.01(b) of Form 8-K. This Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filings, nor does it reflect events that may have occurred subsequent to the filing dates of the Original Filings.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Pursuant to a letter dated July 26, 2023 (the “Relief Letter”), the Company has obtained relief from the Staff of the Securities and Exchange Commission (the “SEC”), pursuant to its authority under Rule 3-13 of Regulation S-X, from the requirements of Rule 3-05 of Regulation S-X to provide certain historical financial statements that would otherwise be required in connection with the acquisition of Everest. In accordance with the Relief Letter, the Company has substituted an audited Statement of Assets Acquired and Liabilities Assumed in lieu of the audited financial statements required by Item 9.01(a) of Form 8-K and Rule 3-05 of Regulation S-X.
The audited Statement of Assets Acquired and Liabilities Assumed of Everest as of June 1, 2023 is included as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information
In accordance with Rule 11-02(c)(1) of Regulation S-X, a pro forma balance sheet has not been prepared to give effect to the acquisition of Everest as of June 1, 2023, as it is reflected in the condensed consolidated balance sheet of Medicine Man Technologies, Inc. included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which was filed with the SEC on August 10, 2023. The following unaudited pro forma condensed combined financial information of the Company, after giving effect to the acquisition, is included as Exhibit 99.3 hereto and incorporated herein by reference:
1. Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2023; and
2. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2022.
(d) Exhibits
* Certain exhibits and schedules to the agreement have been omitted pursuant to Instruction 5 to Item 1.01 of Form 8-K and Item 601(a)(6), as applicable, of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDICINE MAN TECHNOLOGIES, INC. | ||
| By: | /s/ Christine Jones | |
| Date: August 17, 2023 | Christine Jones | |
| Chief Legal Officer | ||