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