UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Explanatory Note
On February 15, 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 previously announced merger between Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, and MCG, LLC (“MCG”).
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 financial statements of MCG as of, and for the nine months ended, September 30, 2021, (ii) audited financial statements of MCG 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 merger, 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 financial statements of MCG 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 financial statements of MCG 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 merger, 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
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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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