CRW Capital, LLC - Nov 30, 2022 Form 4 Insider Report for Medicine Man Technologies, Inc. (SHWZ)

Role
10%+ Owner
Signature
/s/ Marc R. Rubin, individually, as Treasurer of each of CRW Capital Holdings II, LLC, CRW Capital Cann Holdings, LLC & CRW Capital, LLC
Stock symbol
SHWZ
Transactions as of
Nov 30, 2022
Transactions value $
$14,390,000
Form type
4
Date filed
12/2/2022, 06:59 PM
Next filing
Apr 11, 2023

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
transaction SHWZ Series A Cumulative Convertible Preferred Stock Purchase $4M +4K +15.78% $1,000.00 29.4K Nov 30, 2022 Common Stock 3.88M $1.20 See footnotes F1, F2, F3, F4, F5
transaction SHWZ Right to Buy Series A Cumulative Convertible Preferred Stock Purchase $10.4M +10.4K +35.4% $1,000.00 39.7K Nov 30, 2022 Common Stock 10.1M $1.20 See footnotes F1, F2, F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.