0001104659-24-024608.txt : 20240215 0001104659-24-024608.hdr.sgml : 20240215 20240215183605 ACCESSION NUMBER: 0001104659-24-024608 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230515 FILED AS OF DATE: 20240215 DATE AS OF CHANGE: 20240215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dye Justin CENTRAL INDEX KEY: 0001654539 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55450 FILM NUMBER: 24645285 MAIL ADDRESS: STREET 1: C/O MEDICINE MAN TECHNOLOGIES, INC. STREET 2: 4880 HAVANA STREET, SUITE 201 CITY: DENVER STATE: CO ZIP: 80239 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Medicine Man Technologies, Inc. CENTRAL INDEX KEY: 0001622879 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 465289499 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 865 N. ALBION ST. STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80220 BUSINESS PHONE: 303-371-0387 MAIL ADDRESS: STREET 1: 865 N. ALBION ST. STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80220 4 1 tm242104-9_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-05-15 0 0001622879 Medicine Man Technologies, Inc. SHWZ 0001654539 Dye Justin C/O MEDICINE MAN TECHNOLOGIES, INC. 865 N. ALBION ST., STE. 300 DENVER CO 80239 1 0 1 0 0 Common Stock 2023-12-29 4 A 0 123153 0 A 1739516 D Common Stock 9287500 I See footnote Common Stock 500000 I See footnote Series A Cumulative Convertible Preferred Stock 1.2 2023-05-15 4 P 0 183 1000 A Common Stock 183805 183 I See footnote Series A Cumulative Convertible Preferred Stock 1.2 2023-05-15 4 P 0 122 1000 A Common Stock 122537 305 I See footnote Series A Cumulative Convertible Preferred Stock 1.2 2023-05-16 4 P 0 140 1000 A Common Stock 140616 445 I See footnote Series A Cumulative Convertible Preferred Stock 1.2 Common Stock 4216667 5060 I See footnote Series A Cumulative Convertible Preferred Stock 1.2 Common Stock 3333333 21350 I See footnote The issuer granted the reporting person shares of common stock with an aggregate value of $75,000 (based on the closing price of the common stock on the OTCQX Best Market on December 29, 2023) for service on the board of directors. Represents shares of common stock held by Dye Capital & Company ("Dye Capital"). As the general partner of Dye Capital, Mr. Dye has voting and investment control over the securities held by Dye Capital. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Represents shares of common stock held by Dye Capital LLLP ("Dye LLLP"). As the managing partner of Dye LLLP, Mr. Dye has voting and investment control over the securities held by Dye LLLP. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Subject to adjustment, as described in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation") of Medicine Man Technologies, Inc. (the "Company"). The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the Company's common stock (the "Common Shares") upon the events specified in the Certificate of Designation. The Series A Preferred Shares have no expiration date. Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the reported transaction. Each Series A Preferred Share shall be convertible into that number of Common Shares equal to the preference amount (initially $1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum. Represents shares of Series A Cumulative Convertible Preferred Stock held by Dye LLLP. As the managing partner of Dye LLLP, Mr. Dye has voting and investment control over the securities held by Dye LLLP. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 15, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023. Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 15, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023. Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 16, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023. 5,060 Series A Preferred Shares are held by Dye Capital and 21,350 Series A Preferred Shares by Dye Capital Cann Holdings II, LLC ("Cann II"). Dye Capital is the manager of Cann II. As the general partner of Dye Capital, Mr. Dye has voting and investment control over the Series A Preferred Shares held by Dye Capital and Cann II. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. /s/ Daniel R. Pabon Attorney-in-Fact for Justin C. Dye 2024-02-15