UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
On February 14, 2022, Medicine Man Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its acquisitions of the assets of Reynold Greenleaf and Associates, LLC (“RGA”) and the equity of Elemental Kitchen and Laboratories, LLC.
The Company is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Original Form 8-K to include (i) unaudited consolidated financial statements of RGA and its subsidiaries and managed entities as of, and for the nine months ended, September 30, 2021, (ii) audited consolidated financial statements of RGA and its subsidiaries and managed entities as of, and for the year ended, December 31, 2020, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition, required by Items 9.01(a) and 9.01(b) of Form 8-K. This Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filings, nor does it reflect events that may have occurred subsequent to the filing dates of the Original Filings.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
1. The unaudited consolidated financial statements of RGA and its subsidiaries and managed entities and the notes thereto, for the nine months ended September 30, 2021 are included as Exhibit 99.2 hereto and are incorporated herein by reference.
2. The audited consolidated financial statements of RGA and its subsidiaries and managed entities and the notes thereto, for the year ended December 31, 2020, are included as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Nuevo purchase agreement, is included in Exhibit 99.3 hereto and is incorporated herein by reference:
1. Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2021;
2. Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2021; and
3. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020.
(d) Exhibits
* Certain exhibits and schedules to the agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K and Item 601(a)(5), as applicable, of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Medicine Man Technologies, Inc. | ||
| By: | /s/ Justin Dye | |
| Date: March 30, 2022 | Justin Dye, Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Nancy Huber | |
| Nancy Huber, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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