UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1530, 2025

Medicine Man Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-55450	46-5289499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

865 N. Albion St. Ste. 300 Denver, Colorado		80220
865 N. Albion St. Suite 300 Denver, CO		80220
(Address of Principal Executive Offices)		(Zip Code)
(303) 371-0387
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Not applicable		Not applicable		Not applicable

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 ¨

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~May 152, 2025, Medicine Man Technologies, Inc. (the “Company”) ~~retained~~and ~~Bob~~Daniel ~~Finley~~Pabon, athe ~~partner~~Company’s atChief ~~FLG~~Policy ~~Partners~~and Regulatory Affairs Officer, entered ~~LLC~~into a Separation Agreement and Release (“~~FLG~~Separation ~~Partners~~Agreement”), ~~a chief~~pursuant ~~financial~~to ~~officer~~which ~~services~~Mr. ~~and~~Pabon’s ~~board~~employment ~~advisory~~with the ~~consulting~~Company ~~firm~~terminated effective April 30, as2025 (the ~~Company~~“Termination Date”). Consistent with Mr. Pabon’s ~~Interim~~prior ~~Chief~~Employment Agreement ~~Financial~~with ~~Officer~~the Company, dated August 12, 2019 (~~principal financial~~the ~~officer~~“Employment Agreement”), and ~~principal~~the ~~accounting~~terms ~~officer~~of the Separation Agreement), Mr. Pabon will receive total gross cash severance payments in an amount that represents twelve months of Mr. ~~Finley~~Pabon’s ~~has~~base ~~been~~salary as ~~retained~~in effect as of the Termination Date ($250,000), to ~~provide~~be ~~such~~paid ~~services~~in asequal ainstallments ~~non-employee~~in ~~consultant of~~accordance with the Company’s ~~while~~normal payroll practice as if Mr. Pabon were employed by the Company ~~conducts~~during ~~its~~such ~~ongoing~~twelve ~~search~~months ~~for~~(the a“Cash ~~Chief~~Severance ~~Financial Officer~~Payment”). Under the Separation Agreement, Mr. ~~Finley’s~~Pabon ~~appointment~~is asalso ~~the~~eligible ~~Company’s Interim~~for ~~Chief~~up ~~Financial~~to ~~Officer~~twelve months of continued subsidized coverage under COBRA from May 1, 2025 (~~principal~~together ~~financial~~with ~~officer~~the ~~and~~Cash ~~principal~~Severance ~~accounting~~Payment, ~~officer~~the “Severance Benefits”). isUnder ~~effective~~the asterms of ~~April~~the 21Separation Agreement, ~~2025~~Mr. Pabon shall be entitled to the Severance Benefits as long as he remains in compliance with the terms of the Separation Agreement. The Separation Agreement also includes a general release of claims and certain restrictive covenants.

~~Mr.~~The ~~Finley joined FLG~~foregoing ~~in 2020. He brings over 25 years~~ descriptions of ~~experience~~the asEmployment aAgreement ~~Chief Financial Officer, primarily within venture-backed, high-growth companies across multiple sectors, including cannabis. Mr. Finley has participated in seven M&A transactions~~ and ~~has~~Separation ~~overseen~~Agreement ~~numerous~~are ~~equity financings,~~summaries asonly ~~well as raising~~ and ~~renegotiating~~are ~~debt~~qualified ~~from~~in atheir ~~range~~entirety ofby ~~providers.~~reference ~~He began his career at KPMG as both an Auditor and Management Consultant. He subsequently held roles at Citigroup and AT&T before transitioning his focus~~ to ~~venture-backed~~Exhibit ~~enterprises~~10. ~~Mr. Finley~~1 ~~holds~~to athis ~~B.S.~~Current inReport ~~Business~~on ~~Administration~~Form ~~and an MBA from the University of California~~8-K, ~~Berkeley,~~ and isincorporated aherein ~~Certified~~by ~~Public Accountant (CPA), licensed in California (inactive)~~reference.

In connection with retaining Mr. Finley as its Interim Chief Financial Officer, the Company entered into a Confidential Consulting Agreement with FLG Partners, effective April 15, 2025 (the “FLG Consulting Agreement”), pursuant to which the Company will pay FLG Partners $100,000 per month for Mr. Finley’s services. The FLG Consulting Agreement requires that the Company indemnify Mr. Finley and FLG Partners in connection with Mr. Finley’s performance of services. The FLG Consulting Agreement has a 12 week term, however, it may be extended upon mutual written consent of both parties and is subject to termination by either party upon 30 days’ notice.

The foregoing summary of the FLG Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the FLG Consulting Agreement dated April 15, 2025, a copy of which is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1 , *, +	FLG Consulting Agreement, dated April 15, 2025, by and between Medicine Man Technologies, Inc. and FLG Partners, LLC
10.1	Employment Agreement and Separation Agreement dated, May 2, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request.

** Certain information has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any redacted information to the Securities and Exchange Commission upon request.

+ Indicates management contract or compensatory plan or arrangement.

SIGNATURES

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.
	By:	/s/ Christine Jones
Date: April 21, 2025		Christine Jones Chief Legal Officer
Date: May 6, 2025		Christine Jones Chief Legal Officer

Filing Compare · Medicine Man Technologies, Inc.