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Medicine Man Technologies, Inc. (OTCMKTS:MDCL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2019 (the “Execution Date”), Medicine Man Technologies (the “Company”), a Nevada corporation, entered into a binding term sheet (the “Term Sheet”) with Cold Baked, LLC and Golden Works, LLC (d/b/a “Dabble”), each a Colorado limited liability company, setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Dabble (the “Acquisition”).
The terms of the Term Sheet are summarized as follows:
As consideration, the Company shall pay a total purchase price of $3,750,000 (the “Purchase Price”) consisting of $750,000 cash and 996,678 shares of its common stock, par value $0.001 per share. The 996,678 shares was determined by averaging the closing price of Company’s common stock for the five (5) days prior to the Execution Date, which equated to $3.01 per share.
The Purchase Price is predicated on projected 2019 gross revenues of Dabble. The Purchase Price will be adjusted to reflect the actual 2019 gross revenues on a date and method mutually agreed upon by the Company and Dabble and shall be memorialized in the Long-Form Agreement (as defined below). However, no adjustment in the Purchase Price will be made if the variation between Dabble’s actual and projected 2019 sales is greater than or equal to ten percent (10%).
The obligations of the Company and Dabble under the Term Sheet are conditioned upon the satisfaction or mutual waiver of the following conditions (the “Conditions”):