SHWZ / Medicine Man Technologies, Inc. - SEC Filings, Annual Report, Proxy Statement

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 14th day of July 2025 (“Effective Date”) by and between Philippe P. Faraut, an individual (hereinafter referred to as the "Faraut"), and Medicine Man Technologies, Inc. d/b/a Schwazze, a corporation duly organized under the laws of the state of Nevada and having its principal place of busine

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 14, 2025 Medicine Man Technologies, Inc.

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 March 25, 2025 PERSONAL & CONFIDENTIAL Dear Dan, This letter contains a Separation Agreement and Release intended to resolve any and all disputes arising from your employment and your separation from employment with MEDICINE MAN TECHNOLOGIES, INC. D/B/A SCHWAZZE ("Company") on mutually agreeable terms as set forth below. Please review it carefully and, if it is acceptable to you, sign

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 30, 2025 Medicine Man Technologies, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2025 Medicine Man Technologies, Inc.

CONFIDENTIAL CONSULTING AGREEMENT

Exhibit 10.1 CONFIDENTIAL CONSULTING AGREEMENT This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”). RECITALS WHEREAS, FLG is in the business of providing certain financial ser

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response……………2.50 FORM 12B-25 SEC FILE NUMBER 000-55450 NOTIFICATION OF LATE FILING CUSIP NUMBER 58468U106 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 3

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 7, 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) (Commis

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 9th day of December 2024 (“Effective Date”) by and between Forrest Hoffmaster, an individual (hereinafter referred to as the "Executive"), and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”), a corporation duly organized under the laws of the s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): December 6, 2024 Medicine Man Technologies, Inc.

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 29, 2024 Medicine Man Technologies, Inc.

Schwazze Provides Update on Delayed Filings

Exhibit 99.1 Schwazze Provides Update on Delayed Filings DENVER, CO, December 4, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTC: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"), is providing an update on its previously announced delayed filings. On November 29, 2024, the Audit Committee of the Company determined, following discussions with Baker Tilly and the Company’s man

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response……………2.50 FORM 12B-25 SEC FILE NUMBER 000-55450 NOTIFICATION OF LATE FILING CUSIP NUMBER 58468U106 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response……………2.50 FORM 12B-25 SEC FILE NUMBER 000-55450 NOTIFICATION OF LATE FILING CUSIP NUMBER 58468U106 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2

Schwazze Announces Second Quarter 2024 Financial Results

Exhibit 99.1 Schwazze Announces Second Quarter 2024 Financial Results Growth and Restructuring Initiatives Lead to Quarter-over-Quarter Growth Across all Key Financial Metrics in Q2 Schwazze Management to Host Conference Call Today at 5:00 p.m. Eastern Time DENVER, CO, August 13, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTC: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2024 Medicine Man Technologies, Inc.

Schwazze Announces Restructuring of February 2025 Debt Obligations

Exhibit 99.1 Schwazze Announces Restructuring of February 2025 Debt Obligations DENVER, CO, July 11, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCPK: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"), today announced that it has finalized an agreement with two of its lenders to restructure its $15.0 million Altmore, LLC (“Altmore”) Loan Agreement and its $17.0 million Reyno

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): July 5, 2024 Medicine Man Technolog

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): July 5, 2024 Medicine Man Technologies, Inc.

First AMENDMENT TO Promissory Note

Exhibit 10.1 First AMENDMENT TO Promissory Note This First AMENDMENT TO Promissory Note (this “Amendment”), dated as of July 3, 2024, is entered into by Reynold Greenleaf & Associates LLC, a New Mexico limited liability company (“Holder”), and Nuevo Holding, LLC, a New Mexico limited liability company (“Payor”). RECITALS A. Holder and Payor have entered into that certain Promissory Note, dated as

FOURTH AMENDMENT TO LOAN AGREEMENT

Exhibit 10.2 FOURTH AMENDMENT TO LOAN AGREEMENT This FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of July 5, 2024, is made by SHWZ Altmore, LLC, a Delaware limited liability company (“Lender”), GGG Partners, LLC, a Georgia limited liability company (“Collateral Agent”), and Mesa Organics Ltd., a Colorado limited liability company (“Purplebee’s”), in its capacity as Administrativ

Schwazze Announces Transition to OTC Expert Market and Provides Update on Delayed Filing

Exhibit 99.1 Schwazze Announces Transition to OTC Expert Market and Provides Update on Delayed Filing DENVER, CO, July 1, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"), today announced that its common stock will soon transition to the OTC Expert Market, under the ticker symbol “SHWZ” due to the Company’s delayed filing of

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): July 1, 2024 Medicine Man Technolog

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): July 1, 2024 Medicine Man Technologies, Inc.

Submission of Matters to a Vote of Security Holders

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): June 20, 2024 Medicine Man Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response……………2.50 FORM 12B-25 SEC FILE NUMBER 000-55450 NOTIFICATION OF LATE FILING CUSIP NUMBER 58468U106 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2024 Medicine Man Technologies, Inc.

Schwazze Announces First Quarter 2024 Financial Results Schwazze Management to Host Conference Call Today at 5:00 p.m. Eastern Time

Exhibit 99.1 Schwazze Announces First Quarter 2024 Financial Results Schwazze Management to Host Conference Call Today at 5:00 p.m. Eastern Time DENVER, CO, May 15, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"), today announced financial and operational results for the first quarter ended March 31, 2024. “We delivered ano

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 5, 2024 Medicine Man Technologies, Inc.

5400 W Cedar Ave

Exhibit 16.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 April 8, 2024 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Medicine Man Technologies, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated April 8, 2024, of Medicine Man Technologies, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 27, 2024 Medicine Man Technologies, Inc.

Schwazze Announces Fourth Quarter and Full Year 2023 Financial Results FY 2023 Revenue of $172.4 Million; Income from Operations of $3.3 Million; Adjusted EBITDA of $53.4 Million or 31% of Revenue Generated $12.2 Million of Operating Cash Flow in FY

Exhibit 99.1 Schwazze Announces Fourth Quarter and Full Year 2023 Financial Results FY 2023 Revenue of $172.4 Million; Income from Operations of $3.3 Million; Adjusted EBITDA of $53.4 Million or 31% of Revenue Generated $12.2 Million of Operating Cash Flow in FY 2023 DENVER, CO, March 27, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe: SHWZ) ("Schwazze" or the "

List of Subsidiaries

Exhibit 21.1 Medicine Man Technologies, Inc. List of Subsidiaries Subsidiary State of Incorporation Schwazze IP Holdco LLC Colorado Schwazze Colorado LLC Medicine Man Consulting, Inc. Colorado Two J’s LLC d/b/a The Big Tomato Colorado PBS Holdco LLC d/b/a Mesa Organics d/b/a Purplebee’s Colorado SCG Holding, LLC Colorado MIH Manager LLC Colorado Schwazze Biosciences, LLC Colorado SBUD LLC d/b/a St

Description of Capital Stock of Medicine Man Technologies, Inc.

Exhibit 4.1 Description of Securities of Medicine Man Technologies, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General The following is a summary of information concerning the capital stock of Medicine Man Technologies, Inc. (hereinafter referred to as the “Company”, “our” and “we”). The summaries and descriptions below do not purport to be complete and are subje

Assumed Licensing and Manufacturing Agreement Dated June 29, 2021 by and between Everest Apothecary, Inc.

Exhibit 10.22 LICENSE AND MANUFACTURING AGREEMENT THIS LICENSE AND MANUFACTURING AGREEMENT (the “Agreement”) is entered into as of July 1, 2021, by and between, THE CIMA GROUP LLC, a Colorado limited liability company, with its principal place of business located at 1668 Valtec Lane Boulder, CO 80301 (“Licensor”), and Everest Apothecary, Inc., a New Mexico nonprofit corporation with its principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number 000-55450 M

License Agreement Dated June 15, 2023 by and between Star Brands and Medicine Man Technologies, Inc.

Exhibit 10.21 LICENSING AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is made and is effective as of June 15, 2023 (“Effective Date”) between Star Brands LLC, of 7030 E. 46th Avenue Dr., Unit F, Denver, Colorado 80216 (the “Licensor”) and Medicine Man Technologies Inc dba Schwazze, of 4880 Havana St. Suite 201, Denver, CO 80239 (“Licensee”). The Licensee and Licensor are sometimes referred t

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy Private and confidential. Internal use only. Not for external distribution. This Insider Trading Policy (the “Policy”) sets forth the guidelines to all employees, Directors and Officers of Schwazze (the “Company” or “SCHWAZZE”), including its affiliates and subsidiaries. This Policy memorializes the Company’s standards on trading and causing the trading of secur

Settlement Agreement and Release, dated February 20, 2024, by and between the Company and Nirup Krishnamurthy.

Exhibit 10.01 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (referred to herein as “Agreement”) is made and entered into by NIRUP KRISHNAMURTHY (“Executive”) and MEDICINE MAN TECHNOLOGIES, INC., a corporation duly organized under the laws of the state of Nevada and having its principal place of business at 865 N. Albion Street, 3rd Floor, Denver, Colorado 80220 (hereinafte

Amended and Restated Employment Agreement, dated February 21, 2024, by and between the Company and Forrest Hoffmaster.

Exhibit 10.02 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 21st day of February 2024 (“Effective Date”) by and between Forrest Hoffmaster, an individual (hereinafter referred to as the "Executive"), and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”), a corporation duly organized under the laws of the state of Neva

Schwazze Appoints Forrest Hoffmaster as Interim Chief Executive Officer

Exhibit 99.1 Schwazze Appoints Forrest Hoffmaster as Interim Chief Executive Officer DENVER, CO, February 23, 2024 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) ("Schwazze" or the "Company"), today announced that Forrest Hoffmaster, the Company’s Chief Financial Officer, has been appointed to the additional role of interim Chief Executive Officer (“CEO”). This

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): February 20, 2024 Medicine Man Technologies, Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Description of Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan

Exhibit 10.3 Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan The board of directors (the “Board”) of Medicine Man Technologies, Inc. (the “Company”) adopted and approved the Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan (the “LTIP”) effective as of May 3, 2023. The material terms of the LTIP are summarized below. Eligibility. Participation in the LTIP is made availabl

Form of Restricted Stock Option and Performance Share Unit Award Agreement

Exhibit 10.4 Medicine Man Technologies, Inc. 2017 Equity Incentive Plan Stock Option and Performance Share Unit Award Agreement This Stock Option and Performance Share Unit Award Agreement (this “Agreement”) is made and entered into as of [DATE], by and between Medicine Man Technologies, Inc., dba Schwazze, a Nevada corporation (the “Company”), and [EMPLOYEE NAME] (the “Participant”). Stock Option

Tony UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PUR

Table of Contents Tony UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Schwazze Announces Third Quarter 2023 Financial Results Q3 Revenue of $46.7 Million; Income from Operations of $8.9 Million; Adjusted EBITDA of $14.1 Million or 30% of Revenue Generated $6.9 Million of Operating Cash Flow

Exhibit 99.1 Schwazze Announces Third Quarter 2023 Financial Results Q3 Revenue of $46.7 Million; Income from Operations of $8.9 Million; Adjusted EBITDA of $14.1 Million or 30% of Revenue Generated $6.9 Million of Operating Cash Flow DENVER, CO, November 14, 2023 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) ("Schwazze" or the "Company"), today announced fina

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2023 Medicine Man Technologies, Inc.

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

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): November 2, 2023 Medicine Man Technologies, Inc.

EVEREST APOTHECARY, INC. FINANCIAL STATEMENT JUNE 1, 2023 (Date of Acquisition)

Exhibit 99.2 EVEREST APOTHECARY, INC. FINANCIAL STATEMENT JUNE 1, 2023 (Date of Acquisition) EVEREST APOTHECARY, INC. Table of Contents Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENT: Statement of Assets Acquired and Liabilities Assumed as of June 1, 2023 2 Notes to the Financial Statements 3 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Members of Everest Apothecary, Inc. Op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 Me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Medicine Man Technologies, Inc.

Exhibit 99.3 Medicine Man Technologies, Inc. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2023 and for the year ended December 31, 2022 combine the financial statements of Medicine Man Technologies, Inc. (“Medicine Man”) and Everest Apothecary, Inc. (“Everest”) giving effect to the

Form of Restricted Stock Option and Performance Share Unit Award Agreement

Exhibit 10.4 Medicine Man Technologies, Inc. 2017 Equity Incentive Plan Stock Option and Performance Share Unit Award Agreement This Stock Option and Performance Share Unit Award Agreement (this “Agreement”) is made and entered into as of [DATE], by and between Medicine Man Technologies, Inc., dba Schwazze, a Nevada corporation (the “Company”), and [EMPLOYEE NAME] (the “Participant”). Stock Option

Tony UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents Tony UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Description of Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan

Exhibit 10.3 Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan The board of directors (the “Board”) of Medicine Man Technologies, Inc. (the “Company”) adopted and approved the Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan (the “LTIP”) effective as of May 3, 2023. The material terms of the LTIP are summarized below. Eligibility. Participation in the LTIP is made availabl

Schwazze Announces Second Quarter 2023 Financial Results Q2 Revenue of $42.4 Million; Income from Operations of $5.0 Million; Adjusted EBITDA of $13.8 Million or 33% of revenue Generated $2.7 Million of Operating Cash Flow

Exhibit 99.1 Schwazze Announces Second Quarter 2023 Financial Results Q2 Revenue of $42.4 Million; Income from Operations of $5.0 Million; Adjusted EBITDA of $13.8 Million or 33% of revenue Generated $2.7 Million of Operating Cash Flow DENVER, CO, August 9, 2023 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) (“Schwazze” or the “Company”), today announced financ

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2023 Medicine Man Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

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): June 22, 2023 Medicine Man Technolo

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): June 22, 2023 Medicine Man Technologies, Inc.

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): June 15, 2023 Medicine Man Technolo

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): June 15, 2023 Medicine Man Technologies, Inc.

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): June 1, 2023 Medicine Man Technolog

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): June 1, 2023 Medicine Man Technologies, Inc.

SCHWAZZE COMPLETES ACQUISITION TO MANAGE ASSETS OF NEW MEXICO CANNABIS OPERATOR, EVEREST APOTHECARY, INC. Acquisition Increases Schwazze’s New Mexico Retail Store Count to 32 and Provides Expanded Coverage Throughout State

Exhibit 99.1 NEWS RELEASE NEO: SHWZ FOR IMMEDIATE RELEASE OTCQX: SHWZ SCHWAZZE COMPLETES ACQUISITION TO MANAGE ASSETS OF NEW MEXICO CANNABIS OPERATOR, EVEREST APOTHECARY, INC. Acquisition Increases Schwazze’s New Mexico Retail Store Count to 32 and Provides Expanded Coverage Throughout State DENVER, CO – June 5, 2023 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHW

Amendment to Asset Purchase Agreement, dated June 1, 2023, by and among Medicine Man Technologies, Inc., Evergreen Holdco, LLC, Sucellus, LLC, Brook Laskey, as Representative, and the Equityholders named therein (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 7, 2023 (Commission File No. 000-55450))

Exhibit 2.2 AMENDMENT TO ASSET PURCHASE AGREEMENT THIS AMENDMENT (this “Amendment”) is executed and delivered as of June 1, 2023 by and among Evergreen Holdco, LLC, a New Mexico limited liability company (“Purchaser”), Medicine Man Technologies, Inc. (“Parent” and, together with Purchaser, the “MMT Parties”), Sucellus, LLC, a New Mexico limited liability company (“Seller”), James Griffin, Brook La

Call Option Agreement, dated June 1, 2023, by and between Evergreen Holdco, LLC and Sucellus, LLC (Incorporated by reference to Exhibit 2.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 7, 2023 (Commission File No. 000-55450))

Exhibit 2.3 CALL OPTION AGREEMENT This Call Option Agreement (this “Agreement”) is made and entered into as of June 1, 2023, by and between Everest Apothecary, Inc., a New Mexico not-for-profit corporation (“Grantor”), and Evergreen Holdco, LLC, a New Mexico limited liability company (“Sub”). INTRODUCTION WHEREAS, Grantor is a New Mexico non-profit corporation that holds the Licenses set forth in

Promissory Note, dated June 1, 2023, by and between Evergreen Holdco, LLC and Sucellus, LLC (Incorporated by reference to Exhibit 4.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed June 7, 2023 (Commission File No. 000-55450))

Exhibit 4.1 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN EXEMPTION UNDER THE ACT. PROMISSORY NOTE $17,500,000 June 1, 2023 For value received,

Agreement, dated May 27, 2023, by and between Medicine Man Technologies, Inc. and Justin Dye (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed May 31, 2023 (Commission File No. 000-55450))

Exhibit 10.1 AGREEMENT THIS AGREEMENT (this “Agreement”) is made as of this 27th day of May 2023 (the “Effective Date”) by and between Justin Dye, an individual (hereinafter referred to as “Dye”), and MEDICINE MAN TECHNOLOGIES, INC., a corporation duly organized under the laws of the state of Nevada and having its principal place of business at 4880 Havana Street, Suite 201 South, Denver, Colorado

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): May 24, 2023 Medicine Man Technolog

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): May 24, 2023 Medicine Man Technologies, Inc.

MULTI-STATE CANNABIS OPERATOR, SCHWAZZE, PROMOTES NIRUP KRISHNAMURTHY TO CHIEF EXECUTIVE OFFICER

Exhibit 99.1 NEWS RELEASE NEO: SHWZ FOR IMMEDIATE RELEASE OTCQX: SHWZ MULTI-STATE CANNABIS OPERATOR, SCHWAZZE, PROMOTES NIRUP KRISHNAMURTHY TO CHIEF EXECUTIVE OFFICER DENVER, CO – May 31, 2023 – Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) ("Schwazze" or the “Company"), is pleased to announce the promotion of its President, Nirup Krishnamurthy, to the role of C

Amended and Restated Employment Agreement, dated May 24, 2023, by and between Medicine Man Technologies, Inc. and Nirup Krishnamurthy (Incorporated by reference to Exhibit 10.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed May 31, 2023 (Commission File No. 000-55450))

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 24th day of May 2023 (“Effective Date”) by and between Nirup Krishnamurthy, an individual (hereinafter referred to as the "Executive"), and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”), a corporation duly organized under the laws of the state of Nevada an

MULTI-STATE CANNABIS OPERATOR, SCHWAZZE, ACQUIRES TWO RETAIL DISPENSARIES FROM SMOKEY’S CANNABIS COMPANY Star Buds Retailer Now Enters the Fort Collins and Garden City Markets in Colorado

Exhibit 99.1 NEWS RELEASE NEO: SHWZ FOR IMMEDIATE RELEASE OTCQX: SHWZ MULTI-STATE CANNABIS OPERATOR, SCHWAZZE, ACQUIRES TWO RETAIL DISPENSARIES FROM SMOKEY’S CANNABIS COMPANY Star Buds Retailer Now Enters the Fort Collins and Garden City Markets in Colorado DENVER, COLORADO – MAY 12, 2023 – Schwazze, (NEO: SHWZ; OTCQX: SHWZ) ("Schwazze" or the “Company"), announced today that it closed the transac

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): May 10, 2023 Medicine Man Technolog

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): May 10, 2023 Medicine Man Technologies, Inc.

Asset Purchase Agreement, dated January 25, 2023, by and among Medicine Man Technologies, Inc., Smoke Holdco, LLC, Cannabis Care Wellness Centers, LLC, Green Medicals Wellness Center #5, LLC, Thomas Wilczynski, Jeremy Lewchuk, T&B Holdings, LLC, and Thomas Wilczynski as Representative (Incorporated by reference to Exhibit 2.3 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed April 26, 2023 (Commission File No. 000-55450))

Exhibit 2.3 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2023 by and among (i) Smoke Holdco, LLC, a Colorado limited liability company (“Buyer”), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (“Parent”), (iii) Cannabis Care Wellness Centers, LLC (d/b/a Smokey’s), a Colorado limited liability compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-55450 MEDI

SCHWAZZE ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS Revenue Increases 26% to $40.0M Compared to $31.8M in Q1 2022 Income From Operations Grew to $5.6M Compared to ($4.8M) in Q1 2022 Adjusted EBITDA (1) of $14.5M, or 36% of Revenue, Compared to $7

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ FOR IMMEDIATE RELEASE NEO: SHWZ SCHWAZZE ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS Revenue Increases 26% to $40.0M Compared to $31.8M in Q1 2022 Income From Operations Grew to $5.6M Compared to ($4.8M) in Q1 2022 Adjusted EBITDA (1) of $14.5M, or 36% of Revenue, Compared to $7.9M, or 25% in Q1 2022 Company Generates $2.7M in Free Cash Flow (2) Continues t

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): May 10, 2023 Medicine Man Technolog

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): May 10, 2023 Medicine Man Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tmb-20230501xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Asset Purchase Agreement, dated April 21, 2023, by and among Medicine Man Technologies, Inc., Evergreen Holdco, LLC, Sucellus, LLC, Brook Laskey, as Representative, and the Equityholders named therein (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed April 26, 2023 (Commission File No. 000-55450))

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT BY AND AMONG EVERGREEN HOLDCO, LLC, AS PURCHASER, MEDICINE MAN TECHNOLOGIES, INC., AS PARENT, SUCELLUS, LLC, AS SELLER, THE EQUITYHOLDERS NAMED HEREIN AND BROOK LASKEY, AS THE REPRESENTATIVE April 21, 2023 Table of Contents (continued) Page ARTICLE I. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES; Employee matters 1 Section 1.1 Purcha

SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE ASSETS OF SUCELLUS, MANAGE ASSETS OF EVEREST, A PROMINENT NEW MEXICO CANNABIS OPERATOR Announced Acquisition to Increase Schwazze’s New Mexico Retail Store Count to 32 Transaction Provides Expanded Cover

Exhibit 99.1 NEWS RELEASE   NEO: SHWZ FOR IMMEDIATE RELEASE OTCQX: SHWZ SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE ASSETS OF SUCELLUS, MANAGE ASSETS OF EVEREST, A PROMINENT NEW MEXICO CANNABIS OPERATOR Announced Acquisition to Increase Schwazze’s New Mexico Retail Store Count to 32 Transaction Provides Expanded Coverage Throughout State DENVER, CO – April 25, 2023 – Medicine Man Technologies,

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 21, 2023 Medicine Man Technol

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 21, 2023 Medicine Man Technologies, Inc.

Schwazze Signs Definitive Documents to Acquire One Medical Retail Dispensary in Denver, Colorado, from Standing Akimbo

Exhibit 99.1 NEWS RELEASE NEO: SHWZ For Immediate Release OTCQX: SHWZ Schwazze Signs Definitive Documents to Acquire One Medical Retail Dispensary in Denver, Colorado, from Standing Akimbo DENVER, CO – April 17, 2023 – Medicine Man Technologies operating as Schwazze, (OTCQX: SHWZ, NEO: SHWZ) ("Schwazze" or the “Company"), announced that it has signed definitive documents to acquire certain assets

Asset Purchase Agreement, dated April 13, 2023, by and among Medicine Man Technologies, Inc., Double Brow, LLC, Standing Akimbo LLC, Spencer Kirson, and John Murphy (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed April 19, 2023 (Commission File No. 000-55450))

Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2023 by and among (i) Double Brow, LLC, a Colorado limited liability company (“Buyer”); (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (“Parent”); (iii) Standing Akimbo LLC, a Colorado limited liability company (“Seller”); (iv) Spencer A. Kirs

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 13, 2023 Medicine Man Technol

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 13, 2023 Medicine Man Technologies, Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

First Amendment to Asset Purchase Agreement, dated December 15, 2022, by and among by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel

Exhibit 2.34 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “First Amendment”) is made and entered into effective as of December 15, 2022, by and among (i) Double Brow, LLC, a Colorado limited liability company (“Buyer”), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (“Parent”), (iii) Lightshade Labs LLC a Colora

Severance Agreement and Release, dated October 28, 2022, by and between Nancy Huber and Medicine Man Technologies, Inc.

Exhibit 10.41 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (referred to herein as “Agreement”) is made and entered into by NANCY HUBER (“Employee”) and MEDICINE MAN TECHNOLOGIES, INC. (MMT), a corporation duly organized under the laws of the state of Nevada and having its principal place of business at 4880 Havana Street, Suite 201 South, Denver, Colorado 80239 (hereinafter

Description of Capital Stock of Medicine Man Technologies, Inc.

Exhibit 4.1 Description of Securities of Medicine Man Technologies, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General The following is a summary of information concerning the capital stock of Medicine Man Technologies, Inc. (hereinafter referred to as the “Company”, “our” and “we”). The summaries and descriptions below do not purport to be complete and are subje

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): March 29, 2023 Medicine Man Technol

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): March 29, 2023 Medicine Man Technologies, Inc.

License Agreement, dated May 10, 2022, by and between Indus LF LLC and Medicine Man Technologies, Inc.

Exhibit 10.28 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of May 10, 2022 (the “Effective Date”) by and between Indus LF LLC, a California limited liability company with its principal place of business located at [omitted] (“Licensor”), and Medicine Man Technologies, Inc. d/b/a Schwazze, a Nevada corporation with its principal place of business located at 4880 Ha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number 000-55450 M

SCHWAZZE ANNOUNCES FOURTH QUARTER 2022 & YEAR-END 2022 RESULTS Record 2022 Revenue Increases 47% to $159.4 Million Compared to $108.4 Million in 2021 Company Continues to Grow Positive Cash Flow from Operations in Fourth Quarter and Year-End 2022 Exp

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ FOR IMMEDIATE RELEASE NEO: SHWZ SCHWAZZE ANNOUNCES FOURTH QUARTER 2022 & YEAR-END 2022 RESULTS Record 2022 Revenue Increases 47% to $159.4 Million Compared to $108.4 Million in 2021 Company Continues to Grow Positive Cash Flow from Operations in Fourth Quarter and Year-End 2022 Expansion into New Mexico Market as well as Colorado Acquisitions Add 23 Retail Dis

First Amendment to Asset Purchase Agreement, dated December 15, 2022, by and among by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel

Exhibit 2.36 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “First Amendment”) is made and entered into effective as of December 15, 2022, by and among (i) Double Brow, LLC, a Colorado limited liability company (“Buyer”), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (“Parent”), (iii) Lightshade Labs LLC a Colora

List of Subsidiaries

EX-21.1 8 shwz-20221231xex21d1.htm EX-21.1 Exhibit 21.1 Medicine Man Technologies, Inc. List of Subsidiaries Subsidiary State of Incorporation Schwazze IP Holdco LLC Colorado SCG Holding, LLC Colorado Schwazze Colorado LLC Colorado Medicine Man Consulting, Inc. Colorado Two J’s LLC d/b/a The Big Tomato Colorado PBS Holdco LLC d/b/a Mesa Organics d/b/a Purplebee’s Colorado MIH Manager LLC Colorado

Employment Agreement dated February 15, 2023, by and between Medicine Man Technologies, Inc. and Christine Jones

Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated 02/15/2023 (“Effective Date”), by and between Christine Jones, an individual (hereinafter referred to as the “Employee”), and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”), a corporation duly organized under the laws of the state of Nevada and having its principal place of business at 4880 Havana Street, Suite 201 So

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): March 20, 2023 Medicine Man Technol

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): March 20, 2023 Medicine Man Technologies, Inc.

SCHWAZZE ANNOUNCES APPOINTMENT TO THE BOARD OF DIRECTORS

EX-99.1 2 tm2310513d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE ANNOUNCES APPOINTMENT TO THE BOARD OF DIRECTORS DENVER, CO – March 24, 2023 – Medicine Man Technologies Inc. operating as Schwazze, (OTCQX:SHWZ; NEO:SHWZ) ("Schwazze" or the “Company"), today announced the appointment of Mr. Bradley Stewart to the Board of Directors of Schwaz

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): March 22, 2023 (March 13, 2023) Med

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): March 22, 2023 (March 13, 2023) Medicine Man Technologies, Inc.

Unregistered Sales of Equity Securities, Other Events

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): January 25, 2023 Medicine Man Technologies, Inc.

Employment Agreement dated January 16, 2023, by and between Medicine Man Technologies, Inc. and Forrest Hoffmaster (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed January 19, 2023 (Commission File No. 000-55450))

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated January 16, 2023 (“Effective Date”), by and between Forrest Hoffmaster, an individual (hereinafter referred to as the "Employee"), and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”), a corporation duly organized under the laws of the state of Nevada and having its principal place of business at 4880 Havana Street, Suit

MULTI-STATE CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES FORREST HOFFMASTER AS CHIEF FINANCIAL OFFICER

Exhibit 99.1 NEWS RELEASE NEO: SHWZ FOR IMMEDIATE RELEASE OTCQX: SHWZ MULTI-STATE CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES FORREST HOFFMASTER AS CHIEF FINANCIAL OFFICER DENVER, CO – January 19, 2023 – Medicine Man Technologies operating as Schwazze, (OTCQX: SHWZ, NEO: SHWZ) ("Schwazze" or the “Company"), announces changes to its executive financial leadership team in preparation for its growt

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 16, 2023 Medicine Man Technologies, Inc.

SCHWAZZE BRINGS TOTAL RETAIL DISPENSARY COUNT TO 40; ANNOUNCES COMPLETION OF LIGHTSHADE LABS LLC TRANSACTION IN COLORADO AND AN ADDITIONAL R.GREENLEAF STORE OPENING IN NEW MEXICO

Exhibit 99.1 NEWS RELEASE NEO: SHWZ For Immediate Release OTCQX: SHWZ SCHWAZZE BRINGS TOTAL RETAIL DISPENSARY COUNT TO 40; ANNOUNCES COMPLETION OF LIGHTSHADE LABS LLC TRANSACTION IN COLORADO AND AN ADDITIONAL R.GREENLEAF STORE OPENING IN NEW MEXICO DENVER, CO ? December 19, 2022 ? Medicine Man Technologies operating as Schwazze, (OTCQX:SHWZ NEO:SHWZ) ("Schwazze" or the ?Company"), a premier vertic

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 15, 2022 Medicine Man Technologies, Inc.

SHWZ / Medicine Man Technologies Inc / CRW Capital, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Medicine Man Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 584680106 (CUSIP Number) Marc R. Rubin CRW Capital, LLC 4740 W. Mockingbird Lane P.O. Box 195579 Dallas, TX 75209 (617) 356-7415 (N

Joint Filing Agreement.

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the common stock, par value $0.

2 OTCQX:SHWZ | NEO:SHWZ SAFE HARBOR This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements can be identified by words such as “believes,” “pl

Exhibit 99.1 1 OTCQX SHWZ NEO SHWZ CORPORATE PRESENTATION | DECEMBER 2022 2 OTCQX:SHWZ | NEO:SHWZ SAFE HARBOR This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 .. Forward - looking statements can be identified by words such as “believes,” “plan,” “expects,” “anticipates,” “will,” “should,” “positioned” and words of

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): November 30, 2022 (November 29, 202

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): November 30, 2022 (November 29, 2022) Medicine Man Technologies, Inc.

Stock Award Agreement, dated September 23, 2022, between Jonathan Berger and Medicine Man Technologies, Inc. (Incorporated by reference to Exhibit 10.2 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.2 Medicine Man Technologies, Inc. 2017 Equity Incentive Plan STOCK AWARD AGREEMENT This Stock Award Agreement (this ?Agreement?) is made and entered into as of September 23, 2022, by and between Medicine Man Technologies, Inc., d/b/a Schwazze, a Nevada corporation (the ?Company?), and Jonathan Berger, who is a member of the Board of Directors of the Company (the ?Participant?) under and

Omnibus Amendment, dated July 7, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto (Incorporated by reference to Exhibit 10.4 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

? Exhibit 10.4 OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this ?Amendment?) is dated as of July 7, 2022 (the ?Effective Date?), by and among MISSION HOLDINGS US, INC., a Colorado corporation (the ?Company?), and the investors listed on Exhibit A attached to this Amendment (collectively, the ?Investors?). WHEREAS, the Company is a party to that certain Preferred Stock Purchase Agreement, dated as of

Right of First Refusal and Co-Sale Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto (Incorporated by reference to Exhibit 10.9 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.9 EXECUTION VERSION RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT MISSION HOLDINGS US, INC. ? ? TABLE OF CONTENTS ? ? ? ? ? ? ? ? Page ? ? ? ? 1. Definitions ? 1 ? ? ? ? 2. Agreement Among the Company and the Investors ? 4 ? 2.1 Right of First Refusal ? 4 ? 2.2 Right of Co-Sale ? 6 ? 2.3 Effect of Failure to Comply ? 7 ? ? ? ? ? 3. Exempt Transfers ? 8 ? 3.1 Exempted Transfers ? 8 ? 3.2

Form of Indemnification Agreement, dated May 20, 2022, by and between Mission Holdings US, Inc. and Director (Incorporated by reference to Exhibit 10.11 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.11 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of May 20, 2022 by and between Mission Holdings US, Inc., a Colorado corporation (the ?Company?), and [] (?Indemnitee?). WHEREAS, the Company and certain investors are parties to that certain Preferred Stock Purchase Agreement, of even date herewith (the ?Stock Pu

Voting Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto (Incorporated by reference to Exhibit 10.7 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.7 ? EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made and entered into as of May 20, 2022, by and among Mission Holdings US, Inc., a Colorado corporation (the ?Company?), each holder of the Convertible Preferred Stock, $.0001 par value per share, of the Company (?Preferred Stock?), listed on Schedule A (together with any subsequent investors, or transfe

Asset Purchase Agreement, dated September 9, 2022, by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel (Incorporated by reference to Exhibit 2.1 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed September 30, 2022 (Commission File No. 000-55450))

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of September 9, 2022 by and among (i) Double Brow, LLC, a Colorado limited liability company (?Buyer?), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (?Parent?) solely for purposes of Section 9.1(f), (iii) Lightshade Labs LLC a Colorado l

Asset Purchase Agreement, dated September 9, 2022, by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed September 30, 2022 (Commission File No. 000-55450))

? Exhibit 2.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of September 9, 2022 by and among (i) Double Brow, LLC, a Colorado limited liability company (?Buyer?), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (?Parent?) solely for purposes of Section 9.1(f), (iii) Lightshade Labs LLC a Colorado

Option Agreement, dated August 23, 2022, by and between Mission Holdings US, Inc. and Medicine Man Technologies, Inc. (Incorporated by reference to Exhibit 10.6 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

? Exhibit 10.6 OPTION AGREEMENT THIS OPTION AGREEMENT (this ?Agreement?) is made as of August 23, 2022, by and between MISSION HOLDINGS US, INC., a Colorado corporation (the ?Company?), and MEDICINE MAN TECHNOLOGIES, INC. (D/B/A SCHWAZZE), a Nevada corporation (?Schwazze?). RECITALS: WHEREAS, concurrently with the execution of this Agreement, the Company and Schwazze have executed and entered into

Preferred Stock Purchase Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Purchasers party thereto (Incorporated by reference to Exhibit 10.3 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.3 EXECUTION VERSION PREFERRED STOCK PURCHASE AGREEMENT MISSION HOLDINGS US, INC. May 20, 2022 ? ? TABLE OF CONTENTS ? Page ? ? 1. Purchase and Sale of Convertible Preferred Stock 1 1.1 Sale and Issuance of Convertible Preferred Stock 1 1.2 Closing; Delivery; Purchase Price Payments 1 1.3 Use of Proceeds 4 1.4 Company?s Business; Certain Associated Risks 4 1.5 Defined Terms Used in this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Brand Partnership Agreement, dated August 23, 2022, by and between Mission Holdings US, Inc. and Medicine Man Technologies, Inc. (Incorporated by reference to Exhibit 10.5 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.5 ? BRAND PARTNERSHIP AGREEMENT THIS BRAND PARTNERSHIP AGREEMENT (this ?Agreement?), is dated August 23, 2022 (the ?Effective Date?) by and between Mission Holdings US, Inc. (the ?Company?), and Medicine Man Technologies, Inc. (?Schwazze?). The Company and Schwazze are sometimes individually referred to herein as a ?Party? and collectively as the ?Parties.? WHEREAS, the Company desires

Stockholders Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Stockholders party thereto (Incorporated by reference to Exhibit 10.10 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.10 EXECUTION VERSION STOCKHOLDERS AGREEMENT among MISSION HOLDINGS US, INC. and EACH PERSON IDENTIFIED ON SCHEDULE A dated as of May 20, 2022 ? ? ? TABLE OF CONTENTS ? ? ARTICLE I DEFINITIONS 4 ARTICLE II MANAGEMENT AND OPERATION OF THE COMPANY 10 Section 2.01 Board of Directors. 10 Section 2.02 Voting Arrangements. 11 ARTICLE III TRANSFER OF INTERESTS 13 Section 3.01 General Restrictio

Investors’ Rights Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto (Incorporated by reference to Exhibit 10.8 to Medicine Man Technologies Inc.’s Quarterly Report on Form 10-Q filed November 9, 2022 (Commission File No. 000-55450))

Exhibit 10.8 EXECUTION VERSION ? ? ? ? INVESTORS? RIGHTS AGREEMENT MISSION HOLDINGS US, INC. ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? ? ? Page ? ? ? ? 1. Definitions ? 1 ? ? ? ? 2. Registration Rights 4 ? 2.1 Demand Registration 4 ? 2.2 Company Registration 5 ? 2.3 Underwritten Offering Requirements 6 ? 2.4 Obligations of the Company 7 ? 2.5 Furnish Information 9 ? 2.6 Expenses of Registration 9

SCHWAZZE ANNOUNCES THIRD QUARTER RESULTS Record Quarterly Revenue and Adjusted EBITDA Revenue Increased 36% to $43.2 Million Compared to $31.8 Million in Q3 2021 Nine Month Revenue Increased 46% to $119.2 Million Compared to $81.9 Million Adjusted EB

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE ANNOUNCES THIRD QUARTER RESULTS Record Quarterly Revenue and Adjusted EBITDA Revenue Increased 36% to $43.2 Million Compared to $31.8 Million in Q3 2021 Nine Month Revenue Increased 46% to $119.2 Million Compared to $81.9 Million Adjusted EBITDA of $15.9 Million, 36.7% of Revenue Nine Month Adjusted EBITDA of $38.7 Mill

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2022 Medicine Man Technologies, Inc.

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

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): October 28, 2022 Medicine Man Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 12, 2022 Medicine Man Technologies, Inc.

Schwazze Announces Management Changes to Support the Next Phase of Company’s Growth

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ Schwazze Announces Management Changes to Support the Next Phase of Company?s Growth Denver, Colorado ? October 12, 2022 ? Medicine Man Technologies operating as Schwazze, (OTCQX: SHWZ, NEO: SHWZ) ("Schwazze" or the ?Company"), announces the following leadership changes within the Company's team: President Nirup Krishnamurthy, Ch

Amendment to Employment Agreement dated October 12, 2022 between Medicine Man Technologies, Inc. and Nirup Krishnamurthy.

Exhibit 10.1?????? SECOND AMENDMENT TO NIRUP KRISHNAMURTHY EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on October 12, 2022, by and between Nirup Krishnamurthy (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?) DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS,

SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE CERTAIN ASSETS OF LIGHTSHADE LABS LLC Continues to Go Deep, Adding to Retail Footprint in Colorado

Exhibit 99.1 NEWS RELEASE NEO: SHWZ For Immediate Release OTCQX: SHWZ SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE CERTAIN ASSETS OF LIGHTSHADE LABS LLC Continues to Go Deep, Adding to Retail Footprint in Colorado DENVER, CO ? September 14, 2022 ? Schwazze, (OTCQX:SHWZ NEO:SHWZ) ("Schwazze" or the ?Company"), announced that it has signed definitive documents to acquire certain assets of Lightsha

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 14, 2022 (September 9, 2022) Medicine Man Technologies, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 16, 2022 (August 12, 2022) Medicine Man Technologies, Inc.

1 OTCQX SHWZ NEO SHWZ CORPORATE PRESENTATION | AUGUST 2022 2 OTCQX:SHWZ | NEO:SHWZ SAFE HARBOR This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking st

Exhibit 99.1 1 OTCQX SHWZ NEO SHWZ CORPORATE PRESENTATION | AUGUST 2022 2 OTCQX:SHWZ | NEO:SHWZ SAFE HARBOR This presentation contains ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements can be identified by words such as ?believes,? ?plan,? ?expects,? ?projects,? ?anticipates,? ?will,? ?may,? ?could,? ?should,? ?

Stock Award Agreement, dated June 24, 2022, between Jonathan Berger and Medicine Man Technologies, Inc.

Exhibit 10.2 Medicine Man Technologies, Inc. 2017 Equity Incentive Plan Stock Award Agreement This Stock Award Agreement (this ?Agreement?) is made and entered into as of June 24, 2022, by and between Medicine Man Technologies, Inc., d/b/a Schwazze, a Nevada corporation (the ?Company?), and Jonathan Berger, who is a member of the Board of Directors of the Company (the ?Participant?) under and in a

SCHWAZZE ANNOUNCES SECOND QUARTER RESULTS Record Quarterly Revenue and Adjusted EBITDA Revenue Increases 44% to $44.3 Million Compared to $30.7 Million in Q2 2021 Adjusted EBITDA of $15 Million, 33.9% of Revenue Revised Guidance Driven by Short-Term,

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE ANNOUNCES SECOND QUARTER RESULTS Record Quarterly Revenue and Adjusted EBITDA Revenue Increases 44% to $44.3 Million Compared to $30.7 Million in Q2 2021 Adjusted EBITDA of $15 Million, 33.9% of Revenue Revised Guidance Driven by Short-Term, Challenging Colorado Market Conditions Q4 2022 Projected Revenue Annualized Run

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-55450 MEDIC

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 Medicine Man Technologies, Inc.

Form of Stock Award Agreement, dated June 14, 2022, between Director and Medicine Man Technologies, Inc.

Exhibit 10.1 Schedule of Omitted Documents and Terms The Form of Stock Award Agreement attached to this Quarterly Report on Form 10-Q was entered into between the Company and certain Directors to formalize compensation for service as a member of the Board of Directors. The below chart identifies the relevant documents omitted from this Quarterly Report on Form 10-Q and material deviations from the

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): June 6, 2022 (May 31, 2022) Medicine Man Technologies, Inc.

ASSET AND PERSONAL GOODWILL PURCHASE AGREEMENT

Exhibit 99.2 CONFIDENTIAL EXECUTION VERSION ASSET AND PERSONAL GOODWILL PURCHASE AGREEMENT This ASSET AND PERSONAL GOODWILL PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of March 11, 2022 by and among (i) Double Brow, LLC, a Colorado limited liability company (?Buyer?), (ii) Medicine Man Technologies, Inc. (d/b/a Schwazze), a Nevada corporation (?Parent?), (iii) Urban Health &

SCHWAZZE CLOSES ACQUISITION OF ASSETS OF URBAN HEALTH & WELLNESS, INC.

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE CLOSES ACQUISITION OF ASSETS OF URBAN HEALTH & WELLNESS, INC. DENVER, CO ? June 1, 2022 ? Schwazze, (OTCQX:SHWZ NEO:SHWZ) ("Schwazze" or the ?Company"), announced today that it closed the transaction to acquire substantially all the assets of Urban Health & Wellness, Inc. (?Urban?). The transaction includes the adult us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Medicine Man Technologies, Inc.

As filed with the Securities and Exchange Commission on May 19, 2022

As filed with the Securities and Exchange Commission on May 19, 2022 Registration No.

Trademark Security Agreement, effective December 15, 2021, among Medicine Man Technologies, Inc., the Grantors party thereto, and Chicago Atlantic Admin, LLC, in its capacity as collateral agent

Exhibit 4.49 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this ?Agreement?), effective as of December 15, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this ?Agreement?) made by and among Medicine Man Technologies, Inc., d/b/a Schwazze (the ?Issuer?), a Nevada corporation, Double Brow, LLC,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 16, 2022 Medicine Man Technologies, Inc.

SCHWAZZE ANNOUNCES FIRST QUARTER RESULTS Revenue Increases 64% to $31.8 Million Compared to $19.3 Million in Q1 2021 Adjusted EBITDA is $7.9 Million, 25% of Revenue 14 Dispensaries Added During Q1 2022 in Colorado and New Mexico On Track to Achieve G

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE ANNOUNCES FIRST QUARTER RESULTS Revenue Increases 64% to $31.8 Million Compared to $19.3 Million in Q1 2021 Adjusted EBITDA is $7.9 Million, 25% of Revenue 14 Dispensaries Added During Q1 2022 in Colorado and New Mexico On Track to Achieve Guidance Q4 2022 Projected Revenue Annualized Run Rate of Approximately $220 Mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-55450 MEDI

Description of unwritten cash bonus plan adopted June 14, 2021

Exhibit 10.1 DESCRIPTION OF UNWRITTEN CASH BONUS PLAN ADOPTED ON JUNE 14, 2021 On June 14, 2021, the Compensation Committee of the board of directors of Medicine Man Technologies, Inc. (the ?Company?) approved and adopted an unwritten cash bonus plan (the ?Bonus Plan?), effective beginning in the Company?s fiscal year ending December 31, 2021. Under the Bonus Plan, the Company will pay cash bonuse

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number 000-55450 MEDIC

SCHWAZZE ANNOUNCES FOURTH QUARTER & FULL YEAR 2021 RESULTS Revenue Increases 352% to $108.4 Million Compared to $24.0 Million for the year-ended 2020 Net Income attributed to Common Shareholders of $7.2 Million Compared to Net Loss of ($19.4) Million

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release NEO: SHWZ SCHWAZZE ANNOUNCES FOURTH QUARTER & FULL YEAR 2021 RESULTS Revenue Increases 352% to $108.4 Million Compared to $24.0 Million for the year-ended 2020 Net Income attributed to Common Shareholders of $7.2 Million Compared to Net Loss of ($19.4) Million for year-ended 2020 Adjusted EBITDA of 29.7% Compared to (31.7%) for the year-e

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2022 Medicine Man Technologies, Inc.

First Amendment to Justin Dye Employment Agreement, dated June 14, 2021

Exhibit 10.30 FIRST AMENDMENT TO JUSTIN DYE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on June 14, 2021, by and between Justin Dye (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?) DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS, the Parties have previously

Promissory Note, dated February 8, 2022, issued by Nuevo Holding, LLC to Reynold Greenleaf & Associated, LLC (Incorporated by reference to Exhibit 4.33 of Medicine Man Technologies, Inc.’s Annual Report on Form 10-K filed March 31, 2022 (Commission File No. 000-55450))

Exhibit 4.33 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN EXEMPTION UNDER THE ACT. PROMISSORY NOTE $17,000,000 February 8, 2022 For value rece

Asset Purchase Agreement, dated November 13, 2021, by and among Double Brow, LLC, Smoking Gun, LLC, Smoking Gun Land Company, LLC, and the Members defined therein (Incorporated by reference to Exhibit 2.29 to Medicine Man Technologies, Inc.’s Annual Report on Form 10-K filed March 31, 2022 (Commission File No. 000-55450))

Exhibit 2.29 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 13, 2021 by and among (i) Double Brow, LLC, a Colorado limited liability company (?Buyer?), (ii) Medicine Man Technologies, Inc., a Nevada corporation (?Parent?), (iii) Smoking Gun, LLC, a Colorado limited liability company (?Seller?); (iv) Smoking Gun Land Company, LLC, a

List of Subsidiaries

Exhibit 21.1 Medicine Man Technologies, Inc. Subsidiary State or Jurisdiction of Incorporation or Organization Two JS LLC PBS Holdco LLC SBUD LLC Schwazze Colorado LLC Medicine Man Consulting Inc. SCG Holding, LLC Mesa Organics II Ltd. Mesa Organics III Ltd. Mesa Organics IV Ltd. Colorado Colorado Colorado Colorado Colorado Colorado Colorado Colorado Colorado Double Brow LLC Colorado Emerald Field

Form of Warrant to Purchase Common Stock of Medicine Man Technologies, Inc. issued to Star Buds Sellers and Members (Incorporated by reference to Exhibit 4.8 of Medicine Man Technologies, Inc.’s Annual Report on Form 10-K filed March 31, 2022 (Commission File No. 000-55450))

Exhibit 4.8 FORM OF WARRANT TO PURCHASE COMMON STOCK NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)

Description of unwritten cash bonus plan adopted June 14, 2021

Exhibit 10.35 Compensation Committee Minutes for June, 14, 2021 Jeff Garwood, chair of the Compensation Committee (hereinafter referred to as ?Committee?) called the meeting to order at 8:01 a.m. MST. In attendance: Members - Jeff Garwood, Brian Ruden, Pratap Mukharji, and Jeff Cozad; Officers ? Justin Dye, CEO, Nancy Huber, CFO, Dan Pabon, General Counsel and Caroline Prummel-Troost. Summary of M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number 000-55450 MEDIC

Description of Capital Stock of Medicine Man Technologies, Inc.

Exhibit 4.1 Description of Securities of Medicine Man Technologies, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General The following is a summary of information concerning the capital stock of Medicine Man Technologies, Inc. (hereinafter referred to as the ?Company?, ?our? and ?we?). The summaries and descriptions below do not purport to be complete. It is subjec

Medicine Man Technologies, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2021

Exhibit 99.3 Medicine Man Technologies, Inc. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2021 and for the year ended December 31, 2020 combine the financial statements of Medicine Man Technolog

MCG, LLC FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2020

Exhibit 99.2 MCG, LLC FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2020 Page INDEPENDENT AUDITOR?S REPORT 1 FINANCIAL STATEMENTS: Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 2 Statements of Income for the nine months ended September 30, 2021 (unaudited) and the year ended December 31, 2020 3 Statements o

Medicine Man Technologies, Inc.

Exhibit 99.3 Medicine Man Technologies, Inc. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2021 and for the year ended December 31, 2020 combine the financial statements of Medicine Man Technolog

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2022 Medicine Man Technologies, Inc.

REYNOLD GREENLEAF AND ASSOCIATES, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2020

EX-99.2 3 medman9902.htm REYNOLD GREENLEAF AND ASSOCIATES FINANCIAL STATEMENTS Exhibit 99.2 REYNOLD GREENLEAF AND ASSOCIATES, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2020 Page INDEPENDENT AUDITOR’S REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets as of September 30, 2021 (

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Medicine Man Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-55450 46-5289499 (State or Other Jurisdiction of

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 18, 2022 ( March 11, 2022) Medicine Man Technologies, Inc.

SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE ASSETS OF URBAN HEALTH & WELLNESS, INC. Continues to Go Deep, Adding to Retail and Product Footprint in Colorado

Exhibit 99.1 NEWS RELEASE OTCQX: SHWZ For Immediate Release SCHWAZZE SIGNS DEFINITIVE DOCUMENTS TO ACQUIRE ASSETS OF URBAN HEALTH & WELLNESS, INC. Continues to Go Deep, Adding to Retail and Product Footprint in Colorado DENVER, CO ? March 16, 2022 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), announced that it has signed definitive documents to acquire all the assets of Urban Health & We

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

SCHWAZZE CLOSES ACQUISITION OF COLORADO CULTIVATION GROWER BROW 2, LLC Additional Indoor Grow Acquisition Increases Cultivation Capacity Company Continues to Execute Growth Strategy Through Acquisitions

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES ACQUISITION OF COLORADO CULTIVATION GROWER BROW 2, LLC Additional Indoor Grow Acquisition Increases Cultivation Capacity Company Continues to Execute Growth Strategy Through Acquisitions DENVER, CO ? February 16, 2022 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), announced today that it has closed the transaction

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 15, 2022 Medicine Man Technologies, Inc.

Contract to Buy and Sell Real Estate (Commercial), dated January 26, 2022, by and between Emerald Fields Merger Sub, LLC and Manitou Springs Real Estate Development, LLC

Exhibit 2.3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): February 9, 2022 Medicine Man Technologies, Inc.

Second Amendment to Rider to Contract to Buy and Sell Real Estate by and between Emerald Fields Merger Sub, LLC and Manitou Springs Real Estate Development, LLC (Incorporated by reference to Exhibit 2.6 to Medicine Man Technologies, Inc.'s Current Report on Form 8-K filed February 15, 2022 (Commission File No. 000-55450))

Exhibit 2.6 SECOND AMENDMENT TO RIDER TO CONTRACT TO BUY AND SELL REAL ESTATE This Second Amendment to Rider, (the "Second Amendment"), is made to the Rider, (the "Rider") attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the "Contract"), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability compa

Amendment to Rider to Contract to Buy and Sell Real Estate by and between Emerald Fields Merger Sub, LLC and Manitou Springs Real Estate Development, LLC (Incorporated by reference to Exhibit 2.5 to Medicine Man Technologies, Inc.'s Current Report on Form 8-K filed February 15, 2022 (Commission File No. 000-55450))

Exhibit 2.5 AMENDMENT TO RIDER TO CONTRACT TO BUY AND SELL REAL ESTATE This Amendment to Rider, (the ?Amendment?), is made to the Rider, (the ?Rider?) attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the ?Contract?), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability company, as Seller, and Em

SCHWAZZE CLOSES ACQUISITION OF EMERALD FIELDS Schwazze Continues Colorado Expansion Strategy with Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO

EX-99.1 8 medmanex9901.htm PRESS RELEASE Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES ACQUISITION OF EMERALD FIELDS Schwazze Continues Colorado Expansion Strategy with Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO DENVER, CO – February 10, 2022 – Schwazze, (OTCQX:SHWZ) ("Schwazze" or the “Company"), announced today that it has closed the

Rider to Contract to Buy and Sell Real Estate by and between Emerald Fields Merger Sub, LLC and Manitou Springs Real Estate Development, LLC (Incorporated by reference to Exhibit 2.4 to Medicine Man Technologies, Inc.'s Current Report on Form 8-K filed February 15, 2022 (Commission File No. 000-55450))

Exhibit 2.4 This Rider (this ?Rider?) is attached to and made a part of the Contract to Buy and Sell Real Estate (Commercial) dated as of January 26, 2022 (the ?Contract?), by and between, Manitou Springs Real Estate Development, LLC, a Colorado limited liability company, as Seller, and Emerald Fields Merger Sub, LLC, a Colorado limited liability company, as Buyer, with respect to the Property, as

Amendment No. 1 to Agreement and Plan of Merger, dated February 9, 2022, by and among Medicine Man Technologies, Inc., Emerald Fields Merger Sub, LLC, MCG, LLC, the Members of MCG, LLC, and Donald Douglas Burkhalter and James Gulbrandsen as Member Representatives (Incorporated by reference to Exhibit 2.2 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 15, 2022 (Commission File No. 000-55450))

Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO Agreement and Plan of Merger (this ?Amendment?) is made as of February 9, 2022 (the ?Effective Date?) by and among (i) Medicine Man Technologies, Inc., a Nevada corporation (?Parent?); (ii) Emerald Fields Merger Sub, LLC, a Colorado limited liability company (?Merger Sub?); (iii) MCG, LLC, a Colorado limited liabil

Bill of Sale and Assignment and Assumption Agreement, dated February 9, 2022, by and between Emerald Fields Merger Sub, LLC and 1508 Management, LLC (Incorporated by reference to Exhibit 2.7 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed February 15, 2022 (Commission File No. 000-55450))

Exhibit 2.7 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT This Bill of Sale and Assignment and Assumption Agreement (this ?Agreement?), dated as of February 9, 2022, is entered into by and among (i) Emerald Fields Merger Sub, LLC, a Colorado limited liability company (?Purchaser?) and (ii) 1508 Management, LLC, a Colorado limited liability company (?Seller?). WHEREAS, this Agreement is ente

SCHWAZZE CLOSES NEW MEXICO ACQUISITION Achieves Regional Operator Status with Acquisition of: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental Kitchen & Laboratories

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES NEW MEXICO ACQUISITION Achieves Regional Operator Status with Acquisition of: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental Kitchen & Laboratories DENVER, CO ? February 8, 2022 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), one of the largest vertically integrated cannabis opera

Call Option Agreement, dated February 8, 2022, by and between Nuevo Holding, LLC and R. Greenleaf Organics, Inc.

Exhibit 2.3 CALL OPTION AGREEMENT This Call Option Agreement (this ?Agreement?) is made and entered into as of February 8, 2022 by and between R. Greenleaf Organics, Inc., a New Mexico not-for-profit corporation (?Grantor?), and Nuevo Holding, LLC, a New Mexico limited liability company (?Nuevo?). INTRODUCTION WHEREAS, Grantor is a New Mexico non-profit corporation that holds State of New Mexico V

Modification Agreement, dated February 8, 2022, by and among Medicine Man Technologies, Inc., Nuevo Holding, LLC, Nuevo Elemental Holding, LLC and William N. Ford in his capacity as Representative under the Purchase Agreement, dated November 29, 2021

Exhibit 2.2 MODIFICATION AGREEMENT This Modification Agreement (?Modification?) is executed and delivered as of February 8, 2022, by and among Nuevo Holding, LLC, a New Mexico limited liability company (?RGA Purchaser?), Nuevo Elemental Holding, LLC, a New Mexico limited liability company (?Elemental Purchaser?, and, together with RGA Purchaser, each a ?Purchaser? and, together, the ?Purchasers?)

Call Option Agreement, dated February 8, 2022, by and between Nuevo Holding, LLC and Medzen Services, Inc.

Exhibit 2.4 CALL OPTION AGREEMENT This Call Option Agreement (this ?Agreement?) is made and entered into as of February 8, 2022 by and between Medzen Services, Inc., a New Mexico not-for-profit corporation (?Grantor?), and Nuevo Holding, LLC, a New Mexico limited liability company (?Nuevo?). INTRODUCTION WHEREAS, Grantor is a New Mexico non-profit corporation that holds State of New Mexico Vertica

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): February 8, 2022 Medicine Man Technologies, Inc.

Promissory Note, dated February 8, 2022, issued by Nuevo Holding, LLC to Reynold Greenleaf & Associated, LLC

Exhibit 4.1 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN EXEMPTION UNDER THE ACT. PROMISSORY NOTE $17,000,000 February 8, 2022 For value recei

February 2, 2022

February 2, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): January 31, 2022 (December 21, 2021) Medicine Man Technologies, Inc.

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

Exhibit 99.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this ?Amendment?) is made as of October 28, 2021 (the ?Effective Date?) by and between (i) Double Brow, LLC, a Colorado limited liability company (?Purchaser?), (ii) Medicine Man Technologies, Inc., a Nevada corporation (?Parent?), (iii) BG3 Investments, LLC, a Colorado limited liability comp

SCHWAZZE CLOSES ACQUISITION OF DRIFT Expanding Retail Footprint in Boulder County, Colorado

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES ACQUISITION OF DRIFT Expanding Retail Footprint in Boulder County, Colorado DENVER, CO ? January 26, 2022 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), is pleased to announce that it has closed the transaction to acquire the assets of BG3 Investments, LLC dba Drift which consists of two cannabis dispensaries loca

As filed with the Securities and Exchange Commission on January 31, 2022

As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.

Power of Attorney

As filed with the Securities and Exchange Commission on January 7, 2022 Registration No.

Security Agreement, dated February 4, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Mountain View 44th LLC, as secured party

EX-4.8 9 medmanex0408.htm SECURITY AGREEMENT WITH MOUNTAIN VIEW 44TH LLC Exhibit 4.8 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Mountain View 44

Security Agreement, dated December 17, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Pueblo LLC, as secured party

EX-4.2 3 medmanex0402.htm SECURITY AGREEMENT WITH STARBUDS PUEBLO LLC Exhibit 4.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Starbuds Pueblo LL

Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Aurora LLC, as secured party

EX-4.12 13 medmanex0412.htm SECURITY AGREEMENT WITH STARBUDS AURORA LLC Exhibit 4.12 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Starbuds Aurora LLC

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): December 21, 2021 Medicine Man Technologies, Inc.

Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Commerce City, as secured party

EX-4.5 6 medmanex0405.htm SECURITY AGREEMENT WITH STARBUDS COMMERCE CITY LLC Exhibit 4.5 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2020, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Starbuds Co

Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and LM MJC LLC, as secured party

EX-4.3 4 medmanex0403.htm SECURITY AGREEMENT WITH STARBUDS LM MJC LLC Exhibit 4.3 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2020, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and LM MJC LLC (the “S

Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and SB Arapahoe LLC, as secured party

EX-4.11 12 medmanex0411.htm SECURITY AGREEMENT WITH SB ARAPAHOE LLC Exhibit 4.11 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and SB Arapahoe LLC, a Colo

Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Citi-Med LLC, as secured party

Exhibit 4.9 SECURITY AGREEMENT This SECURITY AGREEMENT (this ?Agreement?), dated as of March 2, 2021, is made by and between SBUD LLC, a Colorado limited liability company (?Buyer?), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (?Parent,? and together with Buyer, the ?Company?), and Citi-Med LLC, a Colorado limited liability company (the ?Secured Party?). RECITALS A. Pursua

Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and KEW LLC, as secured party

EX-4.10 11 medmanex0410.htm SECURITY AGREEMENT WITH KEW LLC Exhibit 4.10 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and KEW LLC, a Colorado limited lia

SCHWAZZE CLOSES ACQUISITION OF ASSETS OF SMOKING GUN, LLC & SMOKING GUN LAND COMPANY, LLC Acquisition Adds to Schwazze’s Retail Footprint in Colorado

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES ACQUISITION OF ASSETS OF SMOKING GUN, LLC & SMOKING GUN LAND COMPANY, LLC Acquisition Adds to Schwazze?s Retail Footprint in Colorado DENVER, CO ? December 21, 2021 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), announced that it has closed the acquisition of the assets of Smoking Gun, LLC and Smoking Gun Land Com

Security Agreement, dated February 4, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Colorado Health Consultants, LLC, as secured party

EX-4.7 8 medmanex0407.htm SECURITY AGREEMENT WITH COLORADO HEALTH CONSULTANTS, LLC Exhibit 4.7 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Colora

Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Lucky Ticket LLC, as secured party

EX-4.4 5 medmanex0404.htm SECURITY AGREEMENT WITH LUCKY TICKET LLC Exhibit 4.4 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2020, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Lucky Ticket LLC (the

Security Agreement, dated March 2, 2021, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Louisville LLC, as secured party

EX-4.13 14 medmanex0413.htm SECURITY AGREEMENT WITH STARBUDS LOUISVILLE LLC Exhibit 4.13 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Starbuds Louisv

Security Agreement, dated December 18, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Niwot LLC, as secured party

EX-4.6 7 medmanex0406.htm SECURITY AGREEMENT WITH STARBUDS NIWOT LLC Exhibit 4.6 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2020, is made by and between SBUD LLC, a Colorado limited liability company (“Buyer”), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (“Parent,” and together with Buyer, the “Company”), and Starbuds Niwot LLC

Security Agreement, dated December 17, 2020, among SBUD LLC and Medicine Man Technologies, Inc., as grantors, and Starbuds Alameda LLC, as secured party

Exhibit 4.1 SECURITY AGREEMENT This SECURITY AGREEMENT (this ?Agreement?), dated as of December 17, 2020, is made by and between SBUD LLC, a Colorado limited liability company (?Buyer?), Medicine Man Technologies, Inc. (dba Schwazze), a Nevada corporation (?Parent,? and together with Buyer, the ?Company?), and Starbuds Alameda LLC (the ?Secured Party?). RECITALS A. Pursuant to that certain Asset P

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

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): December 13, 2021 Medicine Man Technologies, Inc.

Submission of Matters to a Vote of Security Holders

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): December 9, 2021 Medicine Man Technologies, Inc.

Security Agreement, dated December 7, 2021, entered into by Medicine Man Technologies, Inc. and the Subsidiary Guarantors party thereto, in favor of Chicago Atlantic Admin, LLC, in its capacity as the collateral agent

Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED BY ?[REDACTED]? HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 7, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof,

Intercreditor Agreement, dated December 7, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors, Chicago Atlantic Amin, LLC, as collateral agent for the Convertible Notes Secured Parties, GGG Partners LLC, as collateral agent for the Credit Agreement Secured Parties, Naser Joudeh, as collateral agent for the StarBuds Seller Secured Parties, Colorado Health Consultants LLC, StarBuds Aurora LLC, SB Arapahoe LLC, StarBuds Commerce City LLC, StarBuds Pueblo LLC, StarBuds Alameda LLC, Citi-Med, LLC, StarBuds Louisville, LLC, Kew LLC, Lucky Ticket LLC, StarBuds Niwot LLC, LM MJC LLC, and Mountain View 44th LLC

Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED BY ?[REDACTED]? HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INTERCREDITOR AGREEMENT Among MEDICINE MAN TECHNOLOGIES, INC., THE OTHER GRANTORS PARTY HERETO, CHICAGO ATLANTIC ADMIN, LLC, as the Collateral Agent for the Convertible Notes Secured Parties, GGG PARTNE

Form of 13% Senior Secured Convertible Note Due December 7, 2026, issued by Medicine Man Technologies, Inc. to each Investor

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 3, 2021 Medicine Man Technologies, Inc.

OTCQX: SHWZ Investor Presentation December 7 th , 2021 GROWTH BY DESIGN OTCQX: SHWZ | 2 SAFE HARBOR This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looki

Exhibit 99.3 OTCQX: SHWZ Investor Presentation December 7 th , 2021 GROWTH BY DESIGN OTCQX: SHWZ | 2 SAFE HARBOR This presentation contains ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements can be identified by words such as ?believes,? ?plan?, ?expects,? ?anticipates,? ?will,? ?should,? ?positioned? and words o

Indenture, dated December 7, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors, Chicago Atlantic Admin, LLC, in its capacity as collateral agent, and Ankura Trust Company, LLC, as Trustee

Exhibit 4.1 MEDICINE MAN TECHNOLOGIES, INC. AS ISSUER AND EACH OF THE GUARANTORS PARTY HERETO 13% SENIOR SECURED CONVERTIBLE NOTES DUE DECEMBER 7, 2026 INDENTURE DATED AS OF DECEMBER 7, 2021 ANKURA TRUST COMPANY, LLC AS TRUSTEE AND CHICAGO ATLANTIC ADMIN, LLC AS COLLATERAL AGENT Table of Contents ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other

Note Guarantee, dated December 7, 2021, entered into by each Subsidiary Guarantor

EX-10.4 7 medmanex1004.htm NOTE GUARANTEE, DATED DECEMBER 7, 2021 Exhibit 10.4 Note Guarantee Each Guarantor listed below (hereinafter referred to as the “Guarantors” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, Medicine Man Technologies, Inc. (the “Company”), Ankura Trust Company, LLC, as trustee, registrar, paying agent, and conv

Securities Purchase Agreement, dated December 3, 2021, among Medicine Man Technologies, Inc., the Subsidiary Guarantors and the Investors

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED BY ?[REDACTED]? HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of December 3, 2021 by and between Medicine Man Technologies, Inc., d/b/a Schwazze, a Nevada corporation (the ?Co

SCHWAZZE ANNOUNCES TRANSFORMATIONAL CAPITAL RAISE, ENTRY INTO NEW MEXICO & PROVIDES BUSINESS UPDATE Transformational $95 Million Private Financing for M&A Initiatives & Further Expansion Plans Signs Definitive Agreement to Acquire & Manage New Mexico

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE ANNOUNCES TRANSFORMATIONAL CAPITAL RAISE, ENTRY INTO NEW MEXICO & PROVIDES BUSINESS UPDATE Transformational $95 Million Private Financing for M&A Initiatives & Further Expansion Plans Signs Definitive Agreement to Acquire & Manage New Mexico Assets: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental

Purchase Agreement, dated November 29, 2021, by and among Medicine Man Technologies, Inc., Nuevo Holding, LLC, Nuevo Elemental Holding, LLC, Reynold Greenleaf & Associated, LLC, William N. Ford, Elemental Kitchen and Labs, LLC and the Equityholders Named Therein

Exhibit 2.1 PURCHASE AGREEMENT BY AND AMONG NUEVO HOLDING, LLC, AS RGA PURCHASER, NUEVO ELEMENTAL HOLDING, LLC, AS ELEMENTAL PURCHASER, MEDICINE MAN TECHNOLOGIES, INC., AS PARENT, REYNOLD GREENLEAF & ASSOCIATES, LLC, AS SELLER, WILLIAM N. FORD, AS SELLER, ELEMENTAL KITCHEN AND LABS, LLC THE EQUITYHOLDERS NAMED HEREIN AND WILLIAM N. FORD, AS THE REPRESENTATIVE November 29, 2021 1 Table of Contents

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 29, 2021 Commission File Number: 001-36868 Medicine Man Technologies, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): November 15, 2021 Commission File Number: 001-36868 Medicine Man Technologies, Inc.

Agreement and Plan of Merger, dated November 15, 2021, by and among Medicine Man Technologies, Inc., Emerald Fields Merger Sub, LLC, MCG, LLC, the Members of MCG, LLC, and Donald Douglas Burkhalter and James Gulbrandsen as Member Representatives

Exhibit 2.1 Agreement and Plan of Merger by and among Medicine Man Technologies, Inc., a Nevada corporation, Emerald Fields Merger Sub, LLC, a Colorado limited liability company, MCG, LLC, a Colorado limited liability company, the members of the company, and Donald Douglas Burkhalter and James Gulbrandsen, in their capacity as member representatives dated as of November 15, 2021 Table of Contents

SCHWAZZE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE MCG, LLC Schwazze Continues its Colorado Expansion Strategy with Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE MCG, LLC Schwazze Continues its Colorado Expansion Strategy with Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO DENVER, Nov. 16, 2021 /CNW/ - Schwazze, (OTCQX: SHWZ) ("Schwazze" or the "Company"), announced that it has signed definitive documents to acquire MCG, L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-55450

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Commission File Number: 001-36868 Medicine Man Technologies, Inc.

SCHWAZZE ANNOUNCES THIRD QUARTER RESULTS Revenue Increases 328.4% to $31.8 Million Compared to $7.4 Million in Q3 2020 Adjusted EBITDA is $8.8 Million, 27.6% of Revenue Executing an Aggressive Acquisition Plan Revised Guidance Annual Projected Revenu

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE ANNOUNCES THIRD QUARTER RESULTS Revenue Increases 328.4% to $31.8 Million Compared to $7.4 Million in Q3 2020 Adjusted EBITDA is $8.8 Million, 27.6% of Revenue Executing an Aggressive Acquisition Plan Revised Guidance Annual Projected Revenue of Approximately $110 Million - $115 Million Annual Projected Adjusted EBITDA $32 Millio

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Asset Purchase Agreement, dated August 20, 2021, by and among Double Brow, LLC, Brow 2, LLC and Brian Welsh

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG DOUBLE BROW, LLC, AS PURCHASER, BROW 2, LLC, AS SELLER, AND THE OWNER NAMED HEREIN August 20, 2021 Table of Contents Page Article I. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES; EMPLOYEE MATTERS 1 Section 1.1 Purchased Assets 1 Section 1.2 Excluded Assets 1 Section 1.3 Assumed Liabilities; Excluded Liabilities 1 Section 1.4 Electronic Tr

SCHWAZZE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE COLORADO CULTIVATION GROWER BROW 2, LLC Indoor Grow Acquisition to Increase Cultivation Capacity

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE COLORADO CULTIVATION GROWER BROW 2, LLC Indoor Grow Acquisition to Increase Cultivation Capacity DENVER, CO ? August 23, 2021 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), has entered into an to agreement to acquire the assets of Brow 2, LLC, located in Denver, Colorado. The planned

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 20, 2021 Commission File Number: 001-36868 Medicine Man Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-55450 MEDIC

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 16, 2021 Commission File Number: 001-36868 Medicine Man Technologies, Inc.

SCHWAZZE ANNOUNCES SECOND QUARTER RESULTS Revenue Increases 467% to $30.7 Million Compared to $5.4 Million in Q1 2020 Adjusted EBITDA is $10.0 Million, 32.6% of Revenue On Track to Meet Guidance of Annual Projected Revenue of Approximately $110 Milli

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE ANNOUNCES SECOND QUARTER RESULTS Revenue Increases 467% to $30.7 Million Compared to $5.4 Million in Q1 2020 Adjusted EBITDA is $10.0 Million, 32.6% of Revenue On Track to Meet Guidance of Annual Projected Revenue of Approximately $110 Million - $125 Million Annual Projected Adjusted EBITDA $30 Million - $36 Million Conference Ca

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 28, 2021 Medicine Man Technologies, Inc.

First Amendment to Loan Agreement, dated July 28, 2021, among Mesa Organics Ltd., SHWZ Altmore, LLC and GGG Partners, LLC

Exhibit 10.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this ?Amendment?), dated as of July 28, 2021, is entered into by and among Mesa Organics Ltd., a Colorado limited liability company (the ?Administrative Borrower?), SHWZ Altmore, LLC, a Delaware limited liability company (the ?Lender?), and GGG Partners, LLC, a Georgia limited liability company (the ?Collateral

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): July 21, 2021 Medicine Man Technologies, Inc.

SCHWAZZE CLOSES ACQUISITION OF SOUTHERN COLORADO GROWERS Acquisition Substantially Increases Cultivation Capabilities; Provides Major Boost to Wholesale Supply of Distillate to Colorado CPG Manufacturers

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ SCHWAZZE CLOSES ACQUISITION OF SOUTHERN COLORADO GROWERS Acquisition Substantially Increases Cultivation Capabilities; Provides Major Boost to Wholesale Supply of Distillate to Colorado CPG Manufacturers DENVER, CO ? July 22, 2021 ? Schwazze, (OTCQX:SHWZ) ("Schwazze" or the ?Company"), announced that it has closed the transaction to acqui

SHWZ / Medicine Man Technologies Inc / PARCO JAMES E - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Medicine Man Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 584680106 (CUSIP Number) April 20, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 25, 2021 Medicine Man Technologies, Inc.

Asset Purchase Agreement, dated June 25, 2021, by and among Double Brow, LLC, Medicine Man Technologies, Inc., BG3 Investments, LLC, Black Box Licensing, LLC, and Brian Searchinger

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG DOUBLE BROW, LLC AS PURCHASER, MEDICINE MAN TECHNOLOGIES, INC., AS PARENT, BG3 INVESTMENTS, LLC, AND BLACK BOX LICENSING, LLC AS SELLERS, AND BRIAN SEARCHINGER, AS EQUITYHOLDER June 25, 2021 TABLE OF CONTENTS Page ARTICLE I. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES; EMPLOYEE MATTERS 1 Section 1.1 Purchased Assets 1 S

CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES AGREEMENT TO ACQUIRE SOUTHERN COLORADO GROWERS Acquisition will substantially increase Schwazze’s vertical integration and cultivation capabilities; provide major boost to wholesale supply of distillate t

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES AGREEMENT TO ACQUIRE SOUTHERN COLORADO GROWERS Acquisition will substantially increase Schwazze?s vertical integration and cultivation capabilities; provide major boost to wholesale supply of distillate to Colorado CPG manufacturers DENVER, CO ? June 1, 2021 ? Schwazze, (OTCQX:SHWZ) ("Schwazze

First Amendment to Justin Dye Employment Agreement, dated June 14, 2021

Exhibit 10.1 1st AMENDMENT TO DANIEL PABON EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on June 14, 2021, by and between Daniel Pabon (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?)DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS, the Parties have previously

First Amendment to Dan Pabon Employment Agreement, dated June 14, 2021

Exhibit 10.4 1st AMENDMENT TO DANIEL PABON EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on June 14, 2021, by and between Daniel Pabon (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?)DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS, the Parties have previously

Second Amendment to Nancy Huber Employment Agreement, dated June 14, 2021

Exhibit 10.2 2nd AMENDMENT TO NANCY B. HUBER EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on June 14, 2021, by and between Nancy B. Huber (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?) DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS, the Parties have prev

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 14, 2021 Medicine Man Technologies, Inc.

First Amendment to Nirup Krishnamurthy Employment Agreement, dated June 14, 2021

Exhibit 10.3 FIRST AMENDMENT TO NIRUP KRISHNAMURTHY EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on June 14, 2021, by and between Nirup Krishnamurthy (?Employee?) and MEDICINE MAN TECHNOLOGIES, INC. (?MMT?) DBA SCHWAZZE (each of the foregoing referred to individually as ?Party? or collectively as the ?Parties?). W I T N E S S E T H: WHEREAS, the Partie

Asset Purchase Agreement, dated May 27, 2021, by and among SCG Holding, LLC, Medicine Man Technologies, Inc., SCG Services, LLC, and John Sakun and Vladimir Sakun

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG SCG HOLDING, LLC, AS PURCHASER, MEDICINE MAN TECHNOLOGIES, INC., AS PARENT, SCG SERVICES, LLC, AS SELLER, AND THE MEMBERS NAMED HEREIN MAY 27, 2021 ARTICLE I. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES; Employee matters 1 Section 1.1 Purchased Assets. 1 Section 1.2 Excluded Assets. 1 Section 1.3 Assumed Liabilities; Excluded Liabilities

Agreement of Purchase and Sale, dated May 27, 2021, by and between SCG Holding, LLC and BWR L.L.C.

Exhibit 2.2 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this ?Agreement?) is made and entered into the 27th day of May, 2021 (the ?Effective Date?) by and between SCG Holding, LLC, a Colorado limited liability company (?Purchaser?), and BWR L.L.C., a Colorado limited liability company (?Seller?). RECITALS: Subject to and upon the terms, covenants and conditions of this Agre

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 27, 2021 Medicine Man Technologies, Inc.

CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES AGREEMENT TO ACQUIRE SOUTHERN COLORADO GROWERS Acquisition will substantially increase Schwazze’s vertical integration and cultivation capabilities; provide major boost to wholesale supply of distillate t

Exhibit 99.1 NEWS RELEASE For Immediate Release OTCQX: SHWZ CANNABIS GROWTH OPERATOR, SCHWAZZE, ANNOUNCES AGREEMENT TO ACQUIRE SOUTHERN COLORADO GROWERS Acquisition will substantially increase Schwazze?s vertical integration and cultivation capabilities; provide major boost to wholesale supply of distillate to Colorado CPG manufacturers DENVER, CO ? June 1, 2021 ? Schwazze, (OTCQX:SHWZ) ("Schwazze