0001683168-21-001738.txt : 20210504 0001683168-21-001738.hdr.sgml : 20210504 20210504173649 ACCESSION NUMBER: 0001683168-21-001738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201216 FILED AS OF DATE: 20210504 DATE AS OF CHANGE: 20210504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dye Capital & Co LLC CENTRAL INDEX KEY: 0001860500 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55450 FILM NUMBER: 21890121 BUSINESS ADDRESS: STREET 1: 4880 HAVANA ST. CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: (303) 371-0387 MAIL ADDRESS: STREET 1: 4880 HAVANA ST. 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] IRS NUMBER: 465289499 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4880 HAVANA STREET STREET 2: SUITE 201 SOUTH CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 303-371-0387 MAIL ADDRESS: STREET 1: 4880 HAVANA STREET STREET 2: SUITE 201 SOUTH CITY: DENVER STATE: CO ZIP: 80239 4 1 ownership.xml X0306 4 2020-12-16 0 0001622879 Medicine Man Technologies, Inc. SHWZ 0001860500 Dye Capital & Co LLC C/O DYE CAPITAL AND COMPANY LLC 350 CAMINO GARDENS BLVD. STE. 200 BOCA RATON FL 33431 0 0 1 0 Convertible Note 2020-12-16 4 P 0 5000000 5000000 A Footnote 5000000 D Convertible Note 1.20 2021-02-26 4 C 0 5060 0 A Series A Cumulative Convertible Preferred Stock 5060 5060 D Series A Cumulative Convertible Preferred Stock 1.20 2021-02-26 4 C 0 5060 0 A Common Stock 4216667 5060 D The Convertible Promissory Note and Security Agreement (the "Note") is convertible if (i) a Qualified Financing (as defined in the Note) occurs one or before the maturity date or the holder receives a Prepayment Notice (as defined in the Note). The outstanding amount under the Note is convertible at the option of the holder into either (a) the securities issued in the Qualified Financing, or (b) shares of the issuer's Series A Cumulative Convertible Preferred Stock at a conversion price equal to the price per share paid by other investors in the Qualified Financing or the issuance of the Series A Cumulative Convertible Preferred Stock. 5,060 Series A Preferred Shares are held by Dye Capital & Company ("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. Subject to adjustment, as described in the Certificate of Designation. The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation"). The Preferred stock is perpetual and therefore has 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 is 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. /s/ Justin C. Dye 2021-05-04