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