--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-068971" form_type: "8-K" ticker: null cik: "0001622879" company_name: "Medicine Man Technologies, Inc." filed_at: "2023-06-07T23:59:59+00:00" generated_at: "2026-06-14T05:51:54.832186+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Schwazze completes Everest Apothecary acquisition for ~$37.19M; NM store count to 32 ## Summary - Purchase price of ~$37.19M: $11.69M cash, $17.5M promissory note (5% interest, 4-year), $8M in stock (7,619,047 shares). - New Mexico operations now include 32 dispensaries, 4 cultivations, 2 manufacturing facilities, and over 400 employees. - Potential earn-out of up to $8M additional in stock based on 12-month revenue performance of certain stores. - Call option to acquire Everest NFP for $100 if New Mexico law allows for-profit conversion or asset sale. - Note requires two initial principal payments of $1.25M at 90 and 180 days; interest payable quarterly. ## SEC filing metadata - accession: 0001104659-23-068971 - form_type: 8-K - cik: 0001622879 - company_name: Medicine Man Technologies, Inc. - filed_at: 2023-06-07T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/0001104659-23-068971-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/tm2317953d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-068971 - JSON: https://secwatch.observer/filing/0001104659-23-068971.json - Plain text: https://secwatch.observer/filing/0001104659-23-068971.txt ## Key facts - Debt Financings Medicine Man Technologies, Inc. incurred loan of $17.5 million with Sucellus, LLC at 5% maturing last day of the calendar quarter following the fourth anniversary of the closing of the Everest Acquisition. - Instrument: loan - Principal: $17.5 million - Counterparty: Sucellus, LLC - Rate: 5% - Maturity: last day of the calendar quarter following the fourth anniversary of the closing of the Everest Acquisition - Event: incurrence source text: After purchase price adjustments and subject to post-closing adjustments, the aggregate purchase price for Everest Acquisition paid at closing was approximately $37.19 million, of which $11.69 million was paid in cash, $17.5 million was paid in the form of an unsecured promissory note issued by Everest Purchaser to Seller (the “Everest Note”), and $8 million was paid in Company common stock in the amount of 7,619,047 shares. The Everest Note is payable on the last day of the calendar quarter following the fourth anniversary of the closing of the Everest Acquisition (“Closing”) with interest payable quarterly at an annual interest rate of 5% (the “Everest Note”). evidence_url: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/0001104659-23-068971-index.htm - M&A Transactions Medicine Man Technologies, Inc. completed an acquisition involving Sucellus, LLC for approximately $37.19 million (closed 2023-06-01). - Action: acquisition - Counterparty: Sucellus, LLC - Consideration: approximately $37.19 million - Closing: 2023-06-01 source text: its call option. After purchase price adjustments and subject to post-closing adjustments, the aggregate purchase price for Everest Acquisition paid at closing was approximately $37.19 million, of which $11.69 million was paid in cash, $17.5 million was paid in the form of an unsecured promissory note issued by Everest Purchaser to Seller (the “Everest Note”), and $8 evidence_url: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/0001104659-23-068971-index.htm - Material Agreements Medicine Man Technologies, Inc. amended Amendment to Asset Purchase Agreement (Everest Acquisition) with Sucellus, LLC, James Griffin, Brook Laskey, William Baldwin, Andrew Dolan, Greg Templeton valued at Approximately $37.19 million aggregate purchase price ($11.69M cash, $17.5M promissory note, $8M in (effective 2023-06-01). - Action: amendment - Agreement: asset purchase - Counterparty: Sucellus, LLC, James Griffin, Brook Laskey, William Baldwin, Andrew Dolan, Greg Templeton - Value: Approximately $37.19 million aggregate purchase price ($11.69M cash, $17.5M promissory note, $8M in - Effective: 2023-06-01 source text: On June 1, 2023, Medicine Man Technologies, Inc. (the “Company”) and the Company’s indirect wholly-owned subsidiary, Evergreen Holdco, LLC, a New Mexico limited liability company (the “Everest Purchaser”), entered into an Amendment to Asset Purchase Agreement (the “Amendment”) with Sucellus, LLC, a New Mexico limited liability company (“Seller”), James Griffin, Brook Laskey, William Baldwin, Andrew Dolan, and Greg Templeton (the “Equityholders”), and Brook Laskey, as Representative under the Asset Purchase Agreement, dated April 21, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/0001104659-23-068971-index.htm - Material Agreements Medicine Man Technologies, Inc. entered into Call Option Agreement (Everest Apothecary) with Everest Apothecary, Inc. (NFP) valued at Purchase price of $100 for 100% equity or 100% assets of the NFP upon future legislation permitting (effective 2023-06-01). - Action: entry - Counterparty: Everest Apothecary, Inc. (NFP) - Value: Purchase price of $100 for 100% equity or 100% assets of the NFP upon future legislation permitting - Effective: 2023-06-01 source text: On the same date, Everest Purchaser entered into a separate Call Option Agreement (the “Call Agreement”). The Call Agreement gives Everest Purchaser the right to acquire 100% of the equity or 100% of the assets of the NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits the NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1622879/000110465923068971/0001104659-23-068971-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.