4//SEC Filing
Cozad Jeffrey Alley 4
Accession 0001104659-22-124267
CIK 0001622879other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 7:59 PM ET
Size
16.6 KB
Accession
0001104659-22-124267
Insider Transaction Report
Form 4
CRW Capital, LLC
10% Owner
Transactions
- Purchase
Right to Buy Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+10,390$10,390,000→ 39,740 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (10,076,222 underlying) - Purchase
Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+4,000$4,000,000→ 29,350 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (3,879,200 underlying)
Rubin Marc R
10% Owner
Transactions
- Purchase
Right to Buy Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+10,390$10,390,000→ 39,740 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (10,076,222 underlying) - Purchase
Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+4,000$4,000,000→ 29,350 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (3,879,200 underlying)
CRW Capital Holdings II, LLC
10% Owner
Transactions
- Purchase
Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+4,000$4,000,000→ 29,350 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (3,879,200 underlying) - Purchase
Right to Buy Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+10,390$10,390,000→ 39,740 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (10,076,222 underlying)
CRW Capital Cann Holdings, LLC
10% Owner
Transactions
- Purchase
Right to Buy Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+10,390$10,390,000→ 39,740 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (10,076,222 underlying) - Purchase
Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+4,000$4,000,000→ 29,350 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (3,879,200 underlying)
Cozad Jeffrey Alley
Director10% Owner
Transactions
- Purchase
Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+4,000$4,000,000→ 29,350 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (3,879,200 underlying) - Purchase
Right to Buy Series A Cumulative Convertible Preferred Stock
2022-11-30$1000.00/sh+10,390$10,390,000→ 39,740 total(indirect: See footnotes)Exercise: $1.20→ Common Stock (10,076,222 underlying)
Footnotes (7)
- [F1]Subject to adjustment, as described in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation") of Medicine Man Technologies, Inc. (the "Company").
- [F2]The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the Company's common stock (the "Common Shares") upon the events specified in the Certificate of Designation. The Series A Preferred Shares have no expiration date.
- [F3]Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the reported transaction. Each Series A Preferred Share shall be convertible into that number of Common Shares equal to the preference amount (initially $1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum.
- [F4]CRW Capital Holdings II, LLC (the "Holder") is the record holder of the reported shares. Marc R. Rubin and Jeffrey Alley Cozad are managers of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin, Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.
- [F5]Pursuant to that certain Preferred Stock Secondary Purchase Agreement dated as of November 23, 2022 (the "Purchase Agreement") by and among CRW Capital Holdings II, LLC ("Holdings") and those certain sellers named therein (the "Sellers"), Holdings agreed to purchase these certain shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") at an Initial Closing occurring as of November 30, 2022 (the "Initial Closing").
- [F6]Pursuant to the Purchase Agreement, Holdings acquired the right to purchase such Series A Preferred Shares for a period of up to one hundred and eighty (180) days after the date of the Initial Closing.
- [F7]The Holder is the holder of the right to buy the reported shares. Marc R. Rubin and Jeffrey Alley Cozad are managers of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin, Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.
Documents
Issuer
Medicine Man Technologies, Inc.
CIK 0001622879
Entity typeother
Related Parties
1- filerCIK 0001292845
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 7:59 PM ET
- Size
- 16.6 KB