4//SEC Filing
Dye Capital & Co LLC 4
Accession 0001683168-21-001738
CIK 0001622879other
Filed
May 3, 8:00 PM ET
Accepted
May 4, 5:36 PM ET
Size
12.2 KB
Accession
0001683168-21-001738
Insider Transaction Report
Form 4
Dye Capital & Co LLC
10% Owner
Transactions
- Purchase
Convertible Note
2020-12-16$5000000.00/sh+5,000,000$25,000,000,000,000→ Footnote - Conversion
Series A Cumulative Convertible Preferred Stock
2021-02-26+5,060→ 5,060 totalExercise: $1.20→ Common Stock (4,216,667 underlying) - Conversion
Convertible Note
2021-02-26+5,060→ 5,060 totalExercise: $1.20→ Series A Cumulative Convertible Preferred Stock (5,060 underlying)
Footnotes (5)
- [F1]The Convertible Promissory Note and Security Agreement (the "Note") is convertible if (i) a Qualified Financing (as defined in the Note) occurs one or before the maturity date or the holder receives a Prepayment Notice (as defined in the Note). The outstanding amount under the Note is convertible at the option of the holder into either (a) the securities issued in the Qualified Financing, or (b) shares of the issuer's Series A Cumulative Convertible Preferred Stock at a conversion price equal to the price per share paid by other investors in the Qualified Financing or the issuance of the Series A Cumulative Convertible Preferred Stock.
- [F2]5,060 Series A Preferred Shares are held by Dye Capital & Company ("Dye Capital") and 21,350 Series A Preferred Shares by Dye Capital Cann Holdings II, LLC ("Cann II"). Dye Capital is the manager of Cann II. As the general partner of Dye Capital, Mr. Dye has voting and investment control over the Series A Preferred Shares held by Dye Capital and Cann II. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
- [F3]Subject to adjustment, as described in the Certificate of Designation.
- [F4]The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation"). The Preferred stock is perpetual and therefore has no expiration date.
- [F5]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 is 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.
Documents
Issuer
Medicine Man Technologies, Inc.
CIK 0001622879
Entity typeother
IncorporatedCO
Related Parties
1- filerCIK 0001860500
Filing Metadata
- Form type
- 4
- Filed
- May 3, 8:00 PM ET
- Accepted
- May 4, 5:36 PM ET
- Size
- 12.2 KB