Drugdoctor
8月前
SCHWAZZE being stolen by Justin Dye and he is taking a $300,000 salary to "CONsult" for 2 years while current shareholders will get nothing and their stock will be cancelled.
Governance - The new board of directors or managers, as applicable, of NewCo (the “New Board”) shall be selected by the Ad Hoc Committee and shall be appointed on the APA Effective Date.
Notwithstanding the foregoing, Justin Dye shall be appointed the Chairman of the New Board and shall receive a payment of $300,000 per year for the first two years so long as serving in such role, in each case, solely to the extent the Consulting Party fully funds the Consulting Party Financing Opportunity in the amount of $15 million.
On the APA Effective Date, NewCo shall enter into new organizational documents, including charters, bylaws, certificates of formation or incorporation, operating agreements, shareholder agreements, the Management Incentive Plan, and/or other organizational documents (the “New Organizational Documents”), which shall be in form and substance acceptable to the Ad Hoc Committee.
On October 10, 2025, Medicine Man Technologies, Inc. (the “Company”) and certain of its subsidiaries entered into a restructuring support agreement (the “RSA”) with an affiliate of Vireo Growth Inc. (CSE: VREO) (OTCMKTS: VREOF) (“Vireo”) that holds a majority of the outstanding principal amount of the Company’s 13% Senior Secured Convertible Notes due December 7, 2026 (the “Senior Secured Notes”), which sets forth a plan to restructure the operations and capital structure of the Company and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of the Company and its subsidiaries (the “Asset Sale”) by a newly-formed entity (“NewCo”) to be majority-owned by Vireo, and (ii) the liquidation of the Company’s remaining assets and winding down the Company’s remaining operations (the “Liquidation”). The Company entered into the RSA with Vireo, the beneficial holders (the “Star Bud Holders”) of certain seller notes (the “Star Bud Notes”) secured by a first priority security interest in substantially all the assets owned by SBUD LLC, a wholly owned subsidiary of the Company, and certain other parties.
The RSA provides that the Asset Sale will be effected by way of public disposition of collateral pursuant to §§ 9-610 and 9¬611 of the Uniform Commercial Code to be conducted by the collateral agent for the Senior Secured Notes. The collateral agent under the indenture (the “Indenture”) governing the Senior Secured Notes, acting at the direction of Vireo, will credit bid at the Asset Sale a principal amount of Senior Secured Notes to be determined by Vireo (the “Credit Bid”). However, the Asset Sale will be open to other bidders and is therefore subject to competing bids which may be higher than the Credit Bid. If the Credit Bid is the winning bid at the Asset Sale, the Company will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale will be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of the Company and a discharge of the Senior Secured Notes included in the Credit Bid. In connection with the Liquidation, which will follow the Asset Sale, any available net cash proceeds in excess of amounts needed to cover costs of the Asset Sale and Liquidation will be distributed to holders of claims and equity interests in the Company in accordance with their relative priority under applicable law, whereby excess proceeds (if any) would be paid, first, to secured claims (including any portion of the Senior Secured Notes not included in the Credit Bid), second to unsecured claims, third, to preferred stockholders, and, fourth, to common stockholders. It is currently anticipated that there will not be any amounts available for distribution to preferred or common stockholders under the Liquidation. Pursuant to the RSA, certain parties have agreed to provide NewCo with up to approximately $62 million in financing, a portion of which will be used to refinance the Star Bud Holders in full and final satisfaction of their claims with respect to the Star Bud Notes. As a result of the Asset Sale and the Liquidation, (i) all obligations represented by the Senior Secured Notes and the Star Bud Notes will be extinguished and (ii) NewCo will be an indirect majority-owned subsidiary of Vireo.
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001622879/000110465925099048/tm2528561d1_8k.htm
https://www.sec.gov/Archives/edgar/data/1622879/000110465925099048/tm2528561d1_ex2-1.htm
Drugdoctor
8月前
More NEWS on the Restructuring. DENVER , Oct. 14, 2025 (GLOBE NEWSWIRE) -- Medicine Man Technologies, Inc. , operating as Schwazze (OTC: SHWZ) (Cboe CA: SHWZ) (“Schwazze” or the “Company”), announced it has entered into a Restructuring Support Agreement (“RSA”) with an affiliate of Vireo Growth Inc. (“Vireo”), which holds a majority of the Company’s outstanding 13% senior secured notes due December 7, 2026 (“Senior Secured Notes”), the holders of certain outstanding deferred cash seller notes (the "Star Buds seller notes") and certain other parties.
The RSA sets forth a plan to restructure the operations and capital structure of the Company and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of the Company and its subsidiaries (the "Asset Sale") to a newly-formed entity ("NewCo") to be majority-owned by Vireo, and the liquidation and winding down of the Company's remaining operations. The landmark transactions contemplated by the RSA are expected to result in the continuation of our business as a new, growth-oriented company with less debt, improved liquidity and a streamlined asset portfolio.
Pursuant to the RSA, the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, the Company will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of the Company and a discharge of all or a majority of the Senior Secured Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance the Star Buds seller notes, pay transaction expenses and provide NewCo with working capital.
Any remaining assets of the Company not purchased in the Asset Sale would be subject to a wind down, and the remaining liabilities of, and equity interests in, the Company will receive the net proceeds (if any) from the wind down proceedings in accordance with their relative priorities under applicable law.
Further information about the RSA and the contemplated transactions is included in a Current Report on Form 8-K being filed today by the Company with the U.S. Securities and Exchange Commission (“SEC”).
"Today's announcement represents a pivotal milestone in our journey to build a stronger, more agile organization," said Forrest Hoffmaster , Schwazze Chief Executive Officer. "This structure positions us to deliver exceptional value to our customers, employees, and partners. Vireo's support and commitment demonstrate strong confidence in our management team's strategic vision and our ability to capitalize on market consolidation opportunities. We are excited about the path forward and the significant potential this partnership creates."
Completion of the transactions contemplated by the RSA are subject to certain conditions, including regulatory approval where applicable.
The Company is represented by Polsinelli PC as its legal counsel, and Oppenheimer & Co. Inc. , as its financial advisor.
Drugdoctor
11月前
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 14, 2025, Medicine Man Technologies, Inc. (the “Company”) retained Philippe Faraut as the Company’s Interim Chief Financial Officer (principal
financial officer and principal accounting officer) (the “Interim CFO”). Mr. Faraut’s appointment as the Company’s Interim CFO (principal financial officer
and principal accounting officer) is effective as of July 14, 2025.
Mr. Faraut, 56, brings over 25 years of experience in operational finance, capital markets, investment banking, and mergers and acquisitions. Mr. Faraut
was most recently employed as the Chief Financial Officer of iAnthus Capital Holdings, Inc. Prior to that, Mr. Faraut held CFO positions with Irwin
Naturals, Inc. and Knight Global LLC. Between 1999 though 2021, Mr. Faraut held key financial and management positions at several well-known
investment banks such as HSBC Securities USA Inc. and Merrill Lynch. Mr. Faraut received his undergraduate degree from the University of Southern
California and an MBA from UCLA Anderson School of Management.
In connection with retaining Mr. Faraut as its Interim CFO, the Company entered into an Employment Agreement, effective July 14, 2025 (the “Faraut
Employment Agreement”), pursuant to which the Company will pay Mr. Faraut a base salary of $45,000 per month. The Faraut Employment Agreement
terminates on January 14, 2026, unless terminated earlier by mutual agreement or for cause.
The foregoing summary of the Faraut Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Faraut Employment Agreement dated June 14, 2025, a copy of which is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
Drugdoctor
1年前
PART III – NARRATIVE
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report of Form 10-Q, or subject distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following the prescribed due date; and
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Medicine Man Technologies, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “2024
Form 10-K”) on or prior to March 31, 2025, without unreasonable effort and expense for the reasons stated below.
As previously disclosed, the ongoing impact of the May 3, 2024, U.S. Securities Exchange Commission (“SEC”) order (the “SEC Order”) against B.F.
Borgers CPA PC and Benjamin F. Borgers (individually and together, “Borgers”), pursuant to which the SEC suspended Borgers from appearing or
practicing before the SEC as an accountant, has been significantly challenging for the Company. Borgers was the Company’s independent auditor for the
fiscal year ending December 31, 2023, during which time Borgers reviewed Company financial statements and performed reviews of interim financial
statements. As stated in the SEC Order, Form 10-Q filings on or after the date of the SEC Order may not present financial information that has been
reviewed by Borgers. Each quarterly and annual period presented in Form 10-Q and Form 10-K filings on or after the date of the SEC Order must be
reviewed by a qualified, independent, PCAOB-registered public accountant that is permitted to appear or practice before the Commission.
In April 2024, the Company engaged Baker Tilly to provide a re-audit of the Company’s year-end December 31, 2023 financial statements as filed on the
Annual Report on Form 10-K and the interim quarterly statement for the three-months ending March 31, 2023, as filed in the Quarterly Report on Form 10
Q, the interim quarterly statement for the six-months ending June 30, 2023, as filed in the Quarterly Report on Form 10-Q, and the interim quarterly
statement for the nine-months ending September 30, 2023, as filed in the Quarterly Report on Form 10-Q. The extent of the SEC Order’s impact has been
significant on the Company’s financial statements as of and for the fiscal quarters ending March 31, 2024, June 30, 2024, September 30, 2024, and the
year-end December 31, 2024 to be included in the Quarterly Report filed on Form 10-Q and its Annual Report filed on Form 10-K, and its financial
statements as of and for the year ended December 31, 2023 included in its Annual Report on Form 10-K.
On November 29, 2024, following discussions with Baker Tilly and Company management, the Company’s Audit Committee determined that the
previously issued audited consolidated financial statements for the fiscal years ended December 31, 2022, and December 31, 2023, as filed in the Annual
Report on Form 10-K (the “2023 Form 10-K”) audited by Borgers, along with the unaudited condensed consolidated financial statements and related notes
for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023 (collectively, the “Subject Periods”), require restatement (the
“Restatement”). This determination was made due to the identification of certain accounting errors that require corrections, primarily in technical
accounting areas. The Company has concluded that these corrections are material, and accordingly, the previously issued financial statements for the
Subject Periods should no longer be relied upon.
Because of the impact of the SEC Order and the Restatement, the Company has been unable to file (i) its Quarterly Report on Form 10-Q for the three
months ending March 31, 2024 (the “Q1 2024 Form 10-Q”); (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Q2
2024 Form 10-Q”); and (iii) its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Q3 2024 Form 10-Q” and together
with the Q1 2024 Form 10-Q, Q2 2024 Form 10-Q, and Q3 2024 Form 10-Q, the “Historical Late Filings.”). Accordingly, the Company has also not yet
filed its 2024 Form 10-K
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