Medicine Man Technologies Files 8-K on Material Agreements

TL;DR

MMT filed an 8-K on May 15th regarding material agreements and accelerated financial obligations.

AI Summary

Medicine Man Technologies, Inc. filed an 8-K on October 14, 2025, reporting on events that occurred on May 15, 2025. The filing indicates the company entered into a material definitive agreement and experienced triggering events that accelerated or increased financial obligations. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes in financial obligations for Medicine Man Technologies, Inc., requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and accelerated financial obligations, which could represent significant changes or risks for the company.

Key Players & Entities

• Medicine Man Technologies, Inc. (company) — Registrant
• May 15, 2025 (date) — Earliest event reported
• October 14, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 865 N. Albion St. Ste. 300 Denver, Colorado 80220 (address) — Principal executive offices

FAQ

Key Financial Figures

• $62 million — provide NewCo with up to approximately $62 million in financing, a portion of which will b

Filing Documents

• tm2528561d1_8k.htm (8-K) — 43KB
• tm2528561d1_ex2-1.htm (EX-2.1) — 601KB
• tm2528561d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-25-099048.txt ( ) — 915KB
• shwz-20250515.xsd (EX-101.SCH) — 3KB
• shwz-20250515_lab.xml (EX-101.LAB) — 33KB
• shwz-20250515_pre.xml (EX-101.PRE) — 22KB
• tm2528561d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement 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 9611 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 will enter into an asset

04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. On May 15, 2025, certain holders, representing more than 51% of the aggregate principal amount of the Senior Secured Notes (the " Predecessor Majority Holders "), notified the Company that certain events of default occurred under the indenture governing the Senior Secured Notes including, but not limited to, the following: a default under the Company's loan agreement, dated February 26, 2021, by and between the Company and SHWZ Altmore, LLC due to the failure to pay cash interest; 3 failure to deliver certain financial reports; and failure to satisfy certain financial covenants set forth in the Indenture. As a result of the aforementioned, t he Predecessor Majority Holders accelerated (1) all amounts due under the Senior Secured Notes and declared those amounts as immediately due and payable, including interest from and after January 6, 2025, accruing at a rate of 15% per annum until all events of default are cured or waived and (2) all other obligations and declared those amounts as immediately due and payable in full in cash.

01 Regulation FD

Item 7.01 Regulation FD On October 14, 2025, the Company published a press release regarding the execution of the RSA. A copy of the Company's press release is attached as exhibit 99.1 hereto.

Forward-Looking Statements and Information

Forward-Looking Statements and Information Certain statements contained or incorporated by reference in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. Statements that are not historical fact are forward-looking "expects," "intends," "plans," "projects," "estimates," "assumes," "may," "should," "could," "would," "shall," "will," "seeks," "targets," "future," or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements, including statements regarding the anticipated benefits of the transactions contemplated by the RSA and other statements that are not historical facts. The description of the RSA and the transactions contemplated therein contain forward-looking statements. There are several risks, uncertainties, and other important factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from the forward-looking statements, including risks involved with the adverse impact of the transactions contemplated by the RSA on the Company's business, financial condition, and results of operations; the Company's ability to successfully consummate the transactions contemplated by the RSA, including ultimately satisfying the conditions and RSA Milestones set forth therein; the Company's ability to make the required payments under the agreements governing its current debt obligations; the Company's ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the transactions con

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits: (d) Exhibits Exhibit Number Description Exhibit 2.1 Restructuring Support Agreement dated as of October 10, 2025 Exhibit 99.1 Press Release dated October 14 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

SIGNATURES

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 hereunto duly authorized. Medicine Man Technologies, Inc. Dated: October 14, 2025 By: /s/ Christine Jones Christine Jones Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR