Medicine Man Technologies, Inc. (OTCPK:SHWZ) entered into an agreement to acquire Substantially all assets of Green Medicals Wellness Center #5, LLC and Cannabis Care Wellness Centers, LLC for $7.5 million on January 25, 2023. The aggregate consideration for the Asset Purchase will be up to $7,500,000 million, payable in cash and shares of common stock. At the closing, the Company will pay the purchase price (i) in cash in the amount of $3,750,000 and (ii) in shares of the Company?s common stock in the amount of $3,150,000 divided by the price per share of the Company?s common stock as of market close on the first trading day immediately before the closing. At the closing, the Company will use a portion of the purchase price to pay off certain indebtedness and transaction expenses of Sellers and then pay the balance to Sellers. The Company will hold back from issuance additional shares of the Company?s common stock in the amount of $600,000 divided by the price per share of the Company?s common stock as of market close on the first trading day immediately before the closing and $150,000 of the cash portion of the purchase price as collateral for potential claims for indemnification from Sellers under the Purchase Agreement. Any portion of the Deferred Shares or Cash Holdback not used to satisfy indemnification claims will be issued (in the case of the Deferred Shares) or released (in the case of the Cash Holdback) to the Equityholders on the 18-month anniversary of the closing date of the Asset Purchase in accordance with the Purchase Agreement. The closing of the Asset Purchase is subject to closing conditions customary for a transaction of this nature, including, without limitation, obtaining licensing approval from the Colorado Marijuana Enforcement Division and local regulatory authorities. As on February 21, 2023, The consideration for the proposed acquisition is $7.5 million and will be paid as $3.75 million cash and $3.75 million stock at closing. The acquisition is expected to close in the second quarter of 2023 after Colorado Marijuana Enforcement Division and local licensing approvals.

Medicine Man Technologies, Inc. (OTCPK:SHWZ) completed the acquisition of Substantially all assets of Green Medicals Wellness Center #5, LLC and Cannabis Care Wellness Centers, LLC on May 11, 2023. The transaction includes the recreational and medical use Smokey's dispensaries located at 2515 7th Avenue in Garden City as well as 5740 S. College Avenue in Fort Collins. The acquired assets included state and local retail marijuana licenses supporting the adult use dispensaries acquired in the transaction.