U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Current Report Pursuant to Section 13 or
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 25, 2017
MEDICINE MAN TECHNOLOGIES, INC.
(Exact name of small business issuer as
specified in its charter)
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer ID No.)|
4880 Havana Street
Denver, Colorado 80239
(Address of principal executive offices)
(Issuer’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company [X]
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. [ ]
Item 1.01 Entry into a Material Definitive
Effective July 25, 2017, we consummated
the acquisition of Denver Consulting Group LLC, a Colorado limited liability company (“DCG”). On July 21, 2017 we executed
the applicable Share Exchange Agreement and on July 25, 2017, we filed the Statement of Share Exchange with the Colorado Secretary
of State’s office, which was the final condition that was needed to be met to make the transaction effective. A copy of the
definitive Share Exchange Agreement is attached to this report as exhibit 10.7 and incorporated herein as if set forth.
Upon filing of Statement of Share Exchange
we issued an aggregate of 2,258,065 shares of our common stock to the DCG members in exchange for 100% of their issued and outstanding
member interests. As a result, DCG is now a wholly owned subsidiary of our Company. The transaction with DCG did not result in
a change in our current management.
Upon completion of this acquisition we
have assumed DCG’s assets, liabilities and plans of operation, described below.
Business of Denver Consulting Group
DCG was formed in August 2014 in Colorado,
established by a partnership group of experienced cannabis business professionals who recognized the need for quality compliance
and operational consulting to support the wave of marijuana legalization both nationally and globally. Since inception DCG has
provided both medical and retail marijuana organizations with proven methods to improve operations, increase compliance with all
state and local regulations, train staff, develop customized compliant packaging solutions, increase security, create employee
handbooks, build brands, create customer loyalty, and more. DCG offers its services to virtually every type of business in the
cannabis industry, including growers, manufacturers, processors, and retailers.
DCG’s primary founding members, Greg
Gamet, Justin Jones, and Bryan Sullivan co-founded JGB Ventures, LLC, dba DANK(“ DANK”) and opened DANK Medical Dispensary
in September 2009. Jay Griffin and Dan Glenn joined the DANK team in 2010 and 2013, respectively, as operational managers
responsible for full implementation of compliant standard operating procedures and the health and safety of the patients they served.
In January 2014, DANK was issued one of the first five recreational dispensary licenses in Colorado.
Being involved in the everyday operations
of two successful branches of DANK, the owners noticed a lack of American distribution companies providing quality child safe packaging
for the cannabis industry. In the same year (2014), Kush Bottles Colorado was founded to fill this void and quickly became
the industry leader in child safe packaging. The continual success of both DANK dispensaries, combined with Kush Bottles organically
created an extensive network of cannabis professionals whom continually turned to Greg, Justin, and the other owners as the leading
experts in running successful, compliant, holistic cannabis businesses. Recognizing yet another unmet need in the cannabis industry,
Frank Falconer joined the team and created the founding ownership group of Denver Consulting Group.
DCG’s founding vision was to work
with clients to develop custom business strategies based on industry best practices for the burgeoning cannabis industry. Their
expertise in cannabis regulations, dispensary compliance, overall business operations and marijuana cultivation have ensured the
successes of clients in the continually evolving cannabis industry. DCG has also provided general consultation to help new potential
cannabis business owners and investors start up successful ventures, streamline and improve current operations, and enhance revenues
at several other cannabis-related companies nationwide. Overall, consulting services have ranged from licensing and application
support, including all documentation surrounding cultivation, dispensary, and processing Standard Operating Procedures such as
employee handbooks, compliance logs, and training manuals, to new marijuana business plans including cultivation, security, operations,
staffing, sales tracking, accounting, site selection and community outreach, to Seed to Sale METRC Training, MED Compliance
Audits, Staffing, Operation & Security Plans for existing operations.
DCG has active clients in Colorado, Alaska,
Washington, Oregon, California, Michigan, Illinois, Arkansas, Rhode Island, Maryland, Pennsylvania, Massachusetts, New York, and
Florida as well as Puerto Rico and Australia. DCG has successfully support winning applications in Colorado, Alaska, Oregon, California,
Illinois, Maryland, and Puerto Rico. More recently, the company has added new offices in Oregon and intends to add a significant
presence in California in concert with us. DCG’s 1st quarter of FY 2017 produced just over $450,000 of income
and generated profitable operations.
While DCG services are somewhat similar
to those offered by us, it has tended to focus on work through application filing while we have offered support through deployment
and becoming operational. DCG was one of the first companies to offer classes to the public. The classes included: Labeling
and Packaging, METRC Training (beginning and advanced), Compliance Training (Store), Orientation Classes, Cultivation Compliance,
and other custom classes.
Like us, DCG’s marketing efforts
have been limited to trade show, web presence, referrals, and professional relationships via speaking and other such education
engagements at trade shows and other industry gatherings.
Below is a summary of the unaudited financial
information of DCG.
Statement of Operations:
||Year Ended December 31,|| |
|| || ||
|| || |
|Cost of Goods Sold||
|Total Operating Expense||
|Net Income (Loss) from Operations||
||Year Ended |
December 31, 2016
|| || |
|Total stockholders’ equity (deficit)||
Our Operations after the DCG Acquisition
Following the Transactions our current
business activities will remain but are expected to be significantly enhanced. Our directors and executive officers will remain
as they consist currently.
As a result of the acquisition of DCG we
anticipate that the aggregate number of employees will increase to sixteen (16) including four additional full time employees in
project management or technical writing operations. None of DCG’s employees is represented by a labor union or a collective
bargaining agreement. DCG considered its relations with its employees to be good.
As a result of the acquisition of DCG we
have not assumed any additional locations or lease arrangements. We anticipate consolidating DCG’s current operations into
our current principal place of business.
Financial Statements of DCG
Pursuant to the terms of the DCG Agreement,
DCG is obligated to provide us with an independent audited financial statement for the prior two fiscal years and any interim periods,
which shall be filed as an amendment to this Form 8-K and which shall be filed with the US Securities and Exchange Commission within
75 days of the Effective Date.
Item 7.01 Regulation FD Disclosure
Our Press Release relating to the acquisition
of DCG described above is attached as Exhibit 99.4 and is hereby incorporated as if set forth.
Item 9.01 Financial Statements and Exhibits
(b) Exhibits. The following exhibits are
included in this report:
||Share Exchange Agreement with Denver Consulting Group LLC|
||Press Release Announcing Acquisition of Denver Consulting Group LLCs|
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.|
|Dated: July 26, 2017
||/s/ Brett Roper|
||Brett Roper, |
Chief Executive Officer