CRW Capital, LLC - Aug 25, 2023 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: Aug 25, 2023
Transactions value $: $500,000
Form type: 4
Date filed: 9/6/2023, 07:34 PM
Previous 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	$500K	+500	+1.59%	$1,000.00^*	32K	Aug 25, 2023	Common Stock	520K	$1.20	See Footnotes	F1, F2, F3, F4, F5

* 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 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 Cozad are the 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, as amended on April 7, 2015, as further amended on August 25, 2023 (the "Purchase Agreement") by and among the Holder and those certain sellers named therein (the "Sellers"), the Holder had a right to buy a total of 14,390 shares of Series A Preferred Shares, and exercised its right to purchase 4,000 shares of Series A Preferred Shares on November 30, 2022, exercised its right to purchase 2,100 shares of Series A Preferred Shares on April 7, 2023, and exercised its right to purchase 500 shares of Series A Preferred Shares on August 25, 2023. The Holder no longer has a right to buy the remaining 7,790 shares of Series A Preferred Shares, and now has a right of first refusal for such shares.