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): November 11, 2019
Medicine Man Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36868 | 46-5289499 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
IRS Employer Identification No.) |
|
4880 Havana Street, Suite 201 Denver, Colorado |
80239 | |
| (Address of principal executive offices) | (Zip Code) |
(303) 371-0387
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 11, 2019, Medicine Man Technologies, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2019. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description |
| 99.1 | Press Release dated November 11, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Medicine Man Technologies, Inc. | ||
| Date: November 12, 2019 | By: /s/ Andrew Williams | |
| Andrew Williams | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Medicine Man Technologies Announces Third Quarter 2019 Financial Results
| · | Total Revenue Grew by 14% Y-O-Y Driven by Continued Growth in Consulting Services and Products with Success Nutrients and The Big Tomato |
| · | Company Strategy Fortified Through Seven Additional Pending Acquisitions to Become One of the Largest Vertically Integrated Cannabis Operators |
| · | Company Commitment to Protecting Cannabis Consumers Reinforced by Recent Identification of Certain Substances Related to Vape Use Illnesses by Health Officials |
| · | Company to Host Financial Results Conference Call and Company Updates on Monday, November 11, 2019 at 8:30 a.m. EST |
DENVER, November 11, 2019 /PRNewswire/ -- Medicine Man Technologies, Inc. (OTCQX: MDCL) ("Medicine Man Technologies" or the "Company") today announced the financial results for its third quarter of 2019.
During the quarter ended September 30, 2019, total revenue was $5,338,868, an increase of approximately 14% compared to revenues of $4,672,519 in the quarter ended September 30, 2018. Strong product sales and litigation revenue in the most recent quarter offset a one-time licensing sale in the same quarter of 2018.
The Company reported cost of goods and services totaling $2,786,244 during the three months ended September 30, 2019. This compares to $459,280 during the same period in 2018. This increase was due primarily to increased costs related to the sale of products.
Operating expenses during the three months ended September 30, 2019 were $3,478,232 as compared to $1,842,954 for the same period prior year. The increase was primarily attributable to non-cash, stock-based compensation and costs associated with activities related to building an infrastructure to ensure a seamless integration of our numerous pending acquisitions and to help build the proper platform for sustainable growth.
The Company reported net loss in the three months ending September 30, 2019 of $1,827,978, equivalent to ($0.05) per share, as compared to a net income of $4,950,601, or $0.18 per share, for the three months ending September 30, 2018.
The Company’s cash balance at September 30, 2019 was $15,204,587 as compared to $529,674 at September 30, 2018. The increased cash position was due primarily to the equity investment by strategic partner Dye Capital & Company.
“The third quarter of 2019 was a transformational one for the Company,” said Mr. Andy Williams, Co-Founder and Chief Executive Officer of Medicine Man Technologies. “We reported seven additional proposed acquisitions, bringing our total to 12 pending acquisitions, we filled a key leadership role within the Company, and saw positive initiatives in the industry both locally and federally, which strengthened our industry leading position. In looking at our operations related to the consulting services and our products, the continued positive trends we see in the third quarter are encouraging, as both grew at double digit percentage growth rates.”
“Beyond our financial performance, I also wanted to take a moment to address the vaping crisis that is now being discussed at the national level,” said Mr. Williams. “Recently, U.S. health officials singled out vitamin E acetate as a likely culprit causing lung injuries related to vaping. While we believe that this additive in vaping products is more commonly found in the illicit market, MedPharm Holdings, one of our pending acquisitions, never used this additive in its products and advocated for its ban at the state level almost two months ago. Medicine Man Technologies again calls for intense focus by health officials on chemical additives added to vape liquids that can be unsafe. We have always put the health and safety of cannabis consumers first and have always used a science-based, public health approach in our product development. MedPharm reiterates its formal policy prohibiting the use of any potentially harmful chemical additives in its vape concentrates, including vitamin E acetate. Additionally, Medicine Man Technologies calls for Colorado regulators to again be cannabis pioneers for the nation by specifically banning the use of propylene glycol (PG), vegetable glycerin (VG), and medium chain triglycerides (MCT) in all vape concentrates in the legal market. We must put the health of cannabis consumers at the forefront and take steps to truly protect them.”
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“To close out, I want to reiterate that our strategy is to become one of the largest vertically integrated cannabis operators in North America by delivering the best products through leading cultivation, manufacturing, and extraction methods,” said Mr. Williams. “Accomplishing this takes time, effort, quality people, and proper planning, so some expenses were incurred in the third quarter to help establish the longer-term necessary infrastructure to achieve this goal. We look forward to the quarters ahead and will remain focused on closing on all 12 of our pending acquisitions.”
Third Quarter 2019 Conference Call and Company Updates
The Company will host a conference call on Monday, November 11, 2019, before the market opens at 8:30 a.m. EST. Investors interested in participating in the call can dial 877-407-8293 from the U.S. or 201-689-8349 internationally. A live webcast will also be available on the Company’s website at https://ir.medicinemantechnologies.com. It is recommended that investors visit the website 15 minutes prior to the call to register, download, and install any necessary audio software.
A telephone replay of the earnings call will be available beginning approximately two hours after the call and ending November 25, 2019 by dialing 877-660-6853 for participants in the U.S. or 201-612-7415 for participants that are international and entering access code 13696317. The webcast will be archived for two weeks on the Company’s website.
Chief Executive Officer Andy Williams
will be joined by Chief Operating Officer Joe Puglise and Senior Vice President of Finance Nancy Huber to discuss the Company's
financials, provide a corporate update, and answer questions during the call. Participants may submit questions prior to the call
by emailing ir@medicinemantechnologies.com with "MDCL Question" in the subject
line, and also during the live call via webcast.
For more information about Medicine Man
Technologies, please visit https://www.MedicineManTechnologies.com.
About Medicine Man Technologies
Denver, Colorado-based Medicine Man Technologies (OTCQX: MDCL) is a rapidly growing provider of cannabis consulting services,
nutrients and supplies. The Company’s client portfolio includes active and past clients in 20 states and 7 countries
throughout the cannabis industry. The Company has entered into agreements to become one of the largest vertically integrated seed-to-sale
operators in the global cannabis industry. Current agreements will enable Medicine Man Technologies to offer cultivation,
extraction, distribution and retail pharma-grade products internationally. The Company's intellectual property includes the
""Three A Light"" methodology for cannabis cultivation and pending acquisition candidate MedPharm's GMP-certified
facility, which has the first cannabis research license to conduct clinical trials in the United States. Management includes decades
of cannabis experience, a unique combination of first movers in industrial cannabis and proven Fortune 500 corporate executives.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words "intends," "may,"
"will," "plans," "expects," "anticipates," "projects," "predicts,"
"estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events
and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our
control. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) regulatory limitations
on our products and services; (ii) our ability to complete and integrate acquisitions; (iii) general industry and economic conditions;
and (iv) our ability to access adequate financing on terms and conditions that are acceptable to us, as well as other risks
identified in our filings with the SEC. The Company assumes no obligation to publicly update or revise its forward-looking statements
as a result of new information, future events or otherwise.
Investor Relations Contact:
ir@medicinemantechnologies.com
1-866-348-1997
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MEDICINE MAN TECHNOLOGIES, INC.
BALANCE SHEET
Expressed in U.S. Dollars
September 30, 2019 | December 31, 2018 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 15,204,587 | $ | 321,788 | ||||
| Accounts receivable | 1,901,019 | 1,180,757 | ||||||
| Accounts receivable – related party | 490,485 | 125,112 | ||||||
| Inventory | 407,708 | 489,239 | ||||||
| Other assets | 774,856 | 50,824 | ||||||
| Total current assets | 18,778,655 | 2,167,720 | ||||||
| Noncurrent assets: | ||||||||
| Fixed assets, net accumulated depreciation of $189,896 and $149,015 | 61,072 | 94,640 | ||||||
| Goodwill | 12,304,306 | 12,304,306 | ||||||
| Intangible assets, net accumulated amortization of $19,058 and $13,903 | 76,309 | 81,197 | ||||||
| Investment | 741,307 | 2,199,344 | ||||||
| Accounts receivable – litigation | 3,063,968 | 1,281,511 | ||||||
| Note receivable – noncurrent, net | 237,246 | 92,888 | ||||||
| Note receivable – related party | 487,695 | – | ||||||
| Operating lease right of use assets | 168,344 | – | ||||||
| Total noncurrent assets | 17,169,579 | 16,053,886 | ||||||
| Total assets | $ | 35,918,902 | $ | 18,221,606 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 915,651 | $ | 202,515 | ||||
| Accounts payable – related party | 20,703 | 71,312 | ||||||
| Accrued expenses | 485,292 | 291,084 | ||||||
| Derivative liabilities | 5,852,649 | – | ||||||
| Income taxes payable | 582,931 | 582,931 | ||||||
| Total current liabilities | 7,857,226 | 1,147,842 | ||||||
| Noncurrent liabilities: | ||||||||
| Lease liabilities | 121,835 | – | ||||||
| Total noncurrent liabilities | 121,835 | – | ||||||
| Total liabilities | 7,979,061 | 1,147,842 | ||||||
| Commitments and contingencies, note 13 | – | – | ||||||
| Shareholders’ equity | ||||||||
| Common stock $0.001 par value. 90,000,000 authorized, 39,369,511 and 27,753,310 were issued and outstanding September 30, 2019 and December 31, 2018, respectively. | 39,490 | 27,875 | ||||||
| Additional paid-in capital | 44,656,071 | 20,239,163 | ||||||
| Additional paid-in capital – warrants | 2,647,461 | 2,647,461 | ||||||
| Retained earnings | (19,403,181 | ) | (5,840,735 | ) | ||||
| Total shareholders' equity | 27,939,841 | 17,073,764 | ||||||
| Total liabilities and stockholders’ equity | $ | 35,918,902 | $ | 18,221,606 | ||||
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MEDICINE MAN TECHNOLOGIES, INC.
STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME
For the Three and Nine Months Ended September 30, 2019 and 2018
Expressed in U.S. Dollars
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Operating revenues: | ||||||||||||||||
| Product sales, net | $ | 2,147,182 | $ | 239,085 | $ | 4,743,391 | $ | 797,381 | ||||||||
| Product sales – related party, net | 613,014 | 143,761 | 893,084 | 425,499 | ||||||||||||
| Consulting, licensing and Cultivation Max fees | 781,021 | 3,244,285 | 1,657,286 | 4,972,573 | ||||||||||||
| Litigation revenue | 1,782,457 | 1,015,154 | 1,782,457 | 1,015,154 | ||||||||||||
| Other operating revenues | 15,195 | 30,234 | 23,946 | 90,636 | ||||||||||||
| Total revenue | 5,338,869 | 4,672,519 | 9,100,164 | 7,301,243 | ||||||||||||
| Cost of goods and services: | ||||||||||||||||
| Cost of goods and services | 2,786,244 | 459,280 | 5,471,369 | 1,213,194 | ||||||||||||
| Total cost of goods and services | 2,786,244 | 459,280 | 5,471,369 | 1,213,194 | ||||||||||||
| Gross profit | 2,552,625 | 4,213,239 | 3,628,795 | 6,088,049 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 718,990 | 259,900 | 1,092,702 | 710,647 | ||||||||||||
| Professional services | 837,940 | 177,103 | 3,602,772 | 657,694 | ||||||||||||
| Salaries, benefits and related expenses | 980,432 | 568,451 | 1,862,990 | 1,340,724 | ||||||||||||
| Stock based compensation | 940,870 | 837,500 | 3,166,276 | 837,500 | ||||||||||||
| Derivative expense – contingent compensation | – | – | 5,400,559 | – | ||||||||||||
| Total operating expenses | 3,478,232 | 1,842,954 | 15,125,299 | 3,546,565 | ||||||||||||
| Income from operations | (925,607 | ) | 2,370,285 | (11,496,504 | ) | 2,541,484 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense), net | 36,462 | (17,794 | ) | (155,815 | ) | 22,439 | ||||||||||
| Other income (expense) | – | – | – | (4,316 | ) | |||||||||||
| Unrealized gain (loss) on derivative liabilities | (197,526 | ) | – | (452,090 | ) | – | ||||||||||
| Unrealized gain (loss) on investments | (741,307 | ) | 2,598,110 | (1,458,037 | ) | 2,598,110 | ||||||||||
| Total other income (expense) | (902,371 | ) | 2,580,316 | (2,065,942 | ) | 2,616,233 | ||||||||||
| Net income (loss) | $ | (1,827,978 | ) | $ | 4,950,601 | $ | (13,562,446 | ) | $ | 5,157,717 | ||||||
| Earnings (loss) per share attributable to common shareholders: | ||||||||||||||||
| Basic and diluted earnings (loss) per share | $ | (0.05 | ) | $ | 0.18 | $ | (0.44 | ) | $ | 0.19 | ||||||
| Weighted average number of shares outstanding - basic and diluted | 35,115,889 | 27,578,310 | 31,136,392 | 27,578,310 | ||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||
| Total other comprehensive income (loss), net of tax | $ | – | $ | – | $ | – | $ | – | ||||||||
| Comprehensive income (loss) | $ | (1,827,978 | ) | $ | 4,950,601 | $ | (13,562,446 | ) | $ | 5,157,717 | ||||||
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MEDICINE MAN TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
For the Nine months Ended September 30, 2019 and 2018
Expressed in U.S. Dollars
| 2019 | 2018 | |||||||
| Cash flows from operating activities | ||||||||
| Net income for the period | $ | (13,562,446 | ) | $ | 5,157,717 | |||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization | 45,768 | 54,253 | ||||||
| Common stock issued in exchange for fees and services | 210,521 | – | ||||||
| Derivative expense | 5,400,559 | – | ||||||
| Loss on change in derivative liabilities | 452,091 | – | ||||||
| Loss on investment, net | 1,458,037 | – | ||||||
| Stock based compensation | 3,921,276 | 837,500 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Note receivable | – | 2,561 | ||||||
| Accounts receivable | (2,868,093 | ) | (1,566,811 | ) | ||||
| Inventory | 81,530 | (335,869 | ) | |||||
| Prepaid expenses and other current assets | (629,032 | ) | (3,580 | ) | ||||
| Operating lease right of use assets and liabilities | (67,839 | ) | – | |||||
| Accounts payable and other liabilities | 878,066 | (61,879 | ) | |||||
| Net cash used from operating activities | (4,679,562 | ) | 4,083,892 | |||||
| Cash flows from investing activities | ||||||||
| Purchase of fixed assets | (7,312 | ) | – | |||||
| Sale of assets | – | 16,187 | ||||||
| Short term debt | – | (58,280 | ) | |||||
| Issuance of notes receivable | (632,053 | ) | – | |||||
| Investment proceeds | – | (5,260,840 | ) | |||||
| Net cash used in investing activities | (639,365 | ) | (5,302,933 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock, net of issuance costs | 19,600,000 | 1,000,000 | ||||||
| Proceeds from exercise of common stock purchase warrants, net of issuance costs | 601,726 | – | ||||||
| Net cash earned for financing activities | 20,201,726 | 1,000,000 | ||||||
| Net decrease in cash and cash equivalents | 14,882,799 | (219,041 | ) | |||||
| Cash and cash equivalents - beginning of period | 321,788 | 748,715 | ||||||
| Cash and cash equivalents - end of period | $ | 15,204,587 | $ | 529,674 | ||||
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