0001104659-23-044207.txt : 20230411 0001104659-23-044207.hdr.sgml : 20230411 20230411210906 ACCESSION NUMBER: 0001104659-23-044207 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230407 FILED AS OF DATE: 20230411 DATE AS OF CHANGE: 20230411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cozad Jeffrey Alley CENTRAL INDEX KEY: 0001292845 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55450 FILM NUMBER: 23814493 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 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 tm2312462-2_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-04-07 0 0001622879 Medicine Man Technologies, Inc. SHWZ 0001292845 Cozad Jeffrey Alley C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA ST., STE. 201 DENVER CO 80239 1 0 1 0 0 Series A Cumulative Convertible Preferred Stock 1.2 2023-04-07 4 P 0 2100 1000 A Common Stock 2119219 39740 I See Footnotes Series A Cumulative Convertible Preferred Stock 1.2 2023-04-07 4 P 0 8290 1000 A 2023-05-30 Common Stock 8365870 39740 I See Footnotes 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 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. CRW Capital Holdings II, LLC (the "Holder") is the record holder of the reported shares. Jeffrey Cozad is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. Pursuant to that certain Preferred Stock Secondary Purchase Agreement dated as of November 23, 2022 (the "Purchase Agreement") by and among the Holder and those certain sellers named therein (the "Sellers"), the Holder agreed to purchase these certain shares of Series A Preferred Shares at a subsequent closing occurring as of April 7, 2023. Pursuant to the Purchase Agreement, the Holder acquired the right to purchase such Series A Preferred Shares for a period of up to one hundred and eighty (180) days after the date of the initial closing under the Purchase Agreement, which occurred on November 30, 2022. The Holder is the holder of a right to buy the reported shares. Jeffrey Cozad is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. /s/ Daniel R. Pabon attorney in fact for Jeffrey A. Cozad 2023-04-11