Marc R. Rubin - Oct 28, 2022 Form 3 Insider Report for Medicine Man Technologies, Inc. (SHWZ)

Role
Director, 10%+ Owner
Signature
/s/ Daniel R. Pabon, attorney-in-fact for Marc Rubin
Stock symbol
SHWZ
Transactions as of
Oct 28, 2022
Transactions value $
$0
Form type
3
Date filed
12/2/2022, 03:07 PM
Next filing
Dec 2, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SHWZ Series A Cumulative Convertible Preferred Stock Oct 28, 2022 Common Stock 24.4M $1.20 By CRW Capital Cann Holdings, LLC F1, F2, F3, F4
holding SHWZ 13% Senior Convertible Note Due 2026 Oct 28, 2022 Common Stock 100K $2.24 See Footnote F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Shares") are convertible into shares of 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, as amended (the "Certificate"). The Preferred stock is perpetual and therefore has no expiration date.
F2 Represents the number of Common Shares issuable upon conversion of the Series A Shares on the date of the event requiring this report. Each Series A 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. The Series A Shares earn a cumulative dividend of 8% per annum.
F3 Subject to adjustment, as described in the Certificate.
F4 CRW Capital Cann Holdings, LLC (the "Holder") in the record holder of the reported shares. Mr. Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
F5 On December 7, 2021, the Company completed an offering of its 13% Senior Secured Convertible Notes due December 7, 2026 (the "Notes"). The Notes are convertible at any time at the option of the holder into shares of the Company's common stock. The foregoing description of the Notes does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Note included as Exhibit 4.2 and the indenture included as Exhibit 4.1 in the Company's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference.
F6 The Rubin Revocable Trust U/A/D 05/09/2011 (the "Note Holder") is the record holder of the reported shares. Mr. Rubin is a co-trustee of the Note Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

1. Due to a clerical error, this Form 3 was initially filed on November 7, 2022 using an incorrect CIK code. The filing was intended to relate to Marc R Rubin. This filing is being made for the sole purpose of correcting that error. 2. On October 28, 2022, the Company appointed the reporting person as a Class B director of the Company. Exhibit 24 - Power of Attorney