SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rubin Marc

(Last)

(First)

(Middle)

C/O MEDICINE MAN TECHNOLOGIES, INC.

4880 HAVANA ST, STE 201

(Street)

DENVER

80239

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2022

3. Issuer Name and Ticker or Trading Symbol
Medicine Man Technologies, Inc. [ SHWZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	24,432,330⁽²⁾	$1.2⁽³⁾	I	By CRW Cann Holdings, LLC⁽⁴⁾
13% Senior Convertible Note Due 2026	12/07/2021	12/07/2026	Common Stock	100,000	$2.24⁽⁵⁾	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Shares") are convertible into shares of 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, as amended (the "Certificate"). The Preferred stock is perpetual and therefore has no expiration date.

2. Represents the number of Common Shares issuable upon conversion of the Series A Shares on the date of the event requiring this report. Each Series A 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. The Series A Shares earn a cumulative dividend of 8% per annum.

3. Subject to adjustment, as described in the Certificate.

4. CRW Capital Cann Holdings, LLC (the "Holder") in the record holder of the reported shares. Mr. Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

5. On December 7, 2021, the Company completed an offering of its 13% Senior Secured Convertible Notes due December 7, 2026 (the "Notes"). The Notes are convertible at any time at the option of the holder into shares of the Company's common stock. The foregoing description of the Notes does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Note included as Exhibit 4.2 and the indenture included as Exhibit 4.1 in the Company's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference.

6. The Rubin Revocable Trust U/A/D 05/09/2011 (the "Note Holder") is the record holder of the reported shares. Mr. Rubin is a co-trustee of the Note Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney Exhibit 99 - Additional Information

	/s/ Daniel R. Pabon, attorney-in-fact for Marc Rubin	11/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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