U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

 

(Mark one)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
   
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to________________________.

 

Commission File Number 000-55450

 

MEDICINE MAN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   46-5289499

(State or other jurisdiction of

Incorporation or organization)

  (I.R.S. Employer Identification No.)

 

4880 Havana Street

Suite 201

Denver, Colorado 80239

(Address of principal executive offices)

 

(303) 371-0387

(Issuer’s Telephone Number)

 

Securities registered pursuant to Section 12(b) of the Act:   None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Name of each exchange on which registered
Common Stock, par value $0.001 per share   OTCQB

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐     No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

  Large accelerated filer  ☐ Accelerated filer  ☐
  Non-accelerated filer  ☐ Smaller reporting company  ☒
  Emerging growth company  ☒  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐   No ☒

As of the completion of the 4th quarter related to FY 2017, the Company had 22,991,137 shares outstanding, of which 15,554,101 shares were held by non-affiliates and 7,437,036 shares were held by affiliates, officers, and or directors. Based upon the closing price of $1.39 on June 30, 2017 the total value of shares held by non-affiliate shareholders was $21,620,200. As of March 26, 2018, the Registrant had 24,027,334 shares of Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on or about June 9, 2018, or such other date as may be selected in the future, are incorporated by reference in certain sections of PART III.

 

 

 

   

 

 

EXPLANATORY NOTE

 

 

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the Securities and Exchange Commission on March 27, 2018 (the “Original Filing”). This Amendment No. 1 is being filed solely to amend and supplement Item 15. Item 15 was not included in the original report noted above.

 

This Amendment No. 1 includes new certifications from the Company’s principal executive officer and principal financial officer, dated as of the date of filing of this Amendment No. 1. Amendment No. 1 speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as described above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

 

 

 

 

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PART IV

 

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

The following documents are filed as part of this report:

 

Exhibit  Description  Reference
3.1  Articles of incorporation, dated March 20, 2014  Form S-1 filed on April 14, 2015, Exhibit 3.1
3.2  Bylaws, dated March 20, 2014  Form S-1 filed on April 14, 2015, Exhibit 3.2
3.3  Articles of Amendment to Articles of Incorporation, dated March 10, 2015  Form S-1 filed on April 14, 2015, Exhibit 3.3
3.4  Amendment to Section 32 of Bylaws  Form 8-K filed on May 2, 2017, Exhibit 3.5
4.1  Specimen Stock Certificate  Form S-1 filed on April 14, 2015, Exhibit 3.4
4.2  Notice to Medicine Man Technologies, Inc. of Intent to Exercise Dissenting Shareholder Rights  Preliminary Information Statement filed on March 6, 2017, Attachment A
4.3  2017 Equity Incentive Plan  Form S-8 Registration Statement filed June 12, 2017, Exhibit 4.1
10.1  Technology License Agreement dated May 1, 2014 between Medicine Man Production corporation and medicine Man Technologies, Inc.  Form S-1 filed on April 14, 2015, Exhibit 10.1
10.2  Agreement with Breakwater Corporate Finance, dated February 5, 2015  Form S-1 filed on April 14, 2015, Exhibit 10.2
10.3  Form of Medicine Man Technologies License Agreement  Form S-1 Amendment filed on September 11, 2015, Exhibit 10.3
10.4  Term Sheet, Acquisition of Pono Publications Ltd., and Success Nutrients Inc., dated August 10, 2016  Form 8-K Current Report filed on August 12, 2016, Exhibit 10.2
10.5  Interim Products and Services Support Agreement, dated October 18, 2016  Form 8-K Current Report filed October 20, 2016, Exhibit 10.3
10.6  Term Sheet, Acquisition of Denver Consulting Group, LLC  Form 8-K Current Report filed May 9, 2017, Exhibit 10.5
10.7  Share Exchange Agreement, dated February 27, 2017  Form 10-K filed April 4, 2017, Exhibit 10.4
10.8  Share Exchange Agreement, dated July 21, 2017  Form 8-K filed July 26, 2017, Exhibit 10.7
10.9  Merger Agreement between Medicine Man Technologies, Inc., Medicine Man consulting Inc. and Pono Publications Ltd., dated February 27, 2017  Form 10-K filed April 4, 2017, Exhibit 10.5
10.10  Office Building Lease, dated January 31, 2017  Form 10-K filed April 4, 2017, Exhibit 10.6
14.1  Code of Business Conduct and Ethics  Form 10-K filed on April 14, 2016, Exhibit 14.1
23.1  Consent of BF Borgers CPA PC. Dated April 10, 2015  Form S-1 filed on April 14, 2015, Exhibit 23.1

 

The following exhibits are filed with this report:

 

Exhibit  Description  Reference
31.1*  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   
31.2*  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   
32.1*  Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350   
101.INS   XBRL Instance Document.   Form 10-K filed on March 27, 2018
101.SCH   XBRL Taxonomy Extension Schema.   Form 10-K filed on March 27, 2018
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.   Form 10-K filed on March 27, 2018
101.DEF   XBRL Taxonomy Extension Definition Linkbase.   Form 10-K filed on March 27, 2018
101.LAB   XBRL Taxonomy Extension Label Linkbase.   Form 10-K filed on March 27, 2018
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.   Form 10-K filed on March 27, 2018

 

 

* Filed herewith

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunder duly authorized.

 

Dated:  March 29, 2018 MEDICINE MAN TECHNOLOGIES, INC.
   
  By: /s/ Brett Roper
         Brett Roper, Chief Executive Officer
   

By: /s/ Jonathan Sandberg

       Jonathan Sandberg, Chief Financial Officer

 

In accordance with the Exchange Act, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 29, 2018.

 

/s/ Andrew Williams

Andrew Williams, Director

 

/s/ Brett Roper

Brett Roper, Director

 

/s/ James S. Toreson

James S. Toreson, Director

  

/s/ Charley Haupt

Charly Haupt, Director

 

/s/ Paul Dickman

Paul Dickman, Director