4//SEC Filing
Rubin Marc R 4
Accession 0001104659-22-124265
CIK 0001622879other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 7:58 PM ET
Size
10.5 KB
Accession
0001104659-22-124265
Insider Transaction Report
Form 4
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)
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 Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin 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 the Holder and those certain sellers named therein (the "Sellers"), the Holder agreed to purchase these certain shares of Series A Preferred Shares at an initial closing occurring as of November 30, 2022 (the "Initial Closing").
- [F6]Pursuant to the Purchase Agreement, the Holder 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 a right to buy the reported shares. Marc Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin 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 0001850191
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 7:58 PM ET
- Size
- 10.5 KB