Medicine Man Technologies, Inc. (OTCPK:SHWZ) signed a definitive agreements to acquire Certain Assets of Sucellus, LLC for $46 million on April 21, 2023. The consideration for the proposed acquisition is $38 million and will be paid in a combination of cash, a four-year seller note and Company common stock. The aggregate purchase price for acquisition will be up to approximately $38 million (subject to customary adjustments for working capital, inventory, debt, seller transaction costs, and cash), payable $12.5 million in cash, $17.5 million in the form of an unsecured promissory note, the principal of which is payable on the last day of the calendar quarter following the fourth anniversary of the closing of the acquisition (“Closing”) with interest payable quarterly at an annual interest rate of 5% (the “Everest Note”), and $8 million in Medicine common stock priced at closing, as well as a potential “earn-out” payment of up to an additional $8 million, payable in Medicine common stock priced at closing, based on the revenue performance of certain retail stores for 12 months following such store opening for business.

The acquisition is subject to receipt of approval from the New Mexico Regulation and Licensing Department. The acquisition is expected to close in the second quarter of 2023. Michael Froy of Dentons US LLP acted as legal advisor to Medicine Man Technologies.

Julie Herzog of Fortis Law Partners LLC acted as legal advisor to Sucellus.