If You Invested in MEDICINE MAN TECH INC (SHWZ)

Medicine Man Technologies, Inc. (Schwazze) (SHWZ) is a cannabis-focused company that operates under the trade name Schwazze. According to company disclosures, Schwazze is a vertically integrated regional cannabis company with assets in Colorado and New Mexico. The company describes itself as the parent of a portfolio of cannabis businesses and brands that span the industry value chain from seed to sale.

Business focus and operating footprint

Schwazze states that it is building a premier vertically integrated regional cannabis platform with operations in Colorado and New Mexico. Its activities include retail and wholesale operations, and it reports owning and operating a network of retail dispensaries in New Mexico under banners such as R. Greenleaf and Everest Apothecary, as reflected in its announcements about new store openings and its New Mexico retail footprint. The company also reports wholesale operations in both Colorado and New Mexico.

Schwazze highlights that it is anchored by what it calls a high-performance culture that combines customer-centric thinking with data science to test, measure, and drive decisions and outcomes. The company emphasizes leadership experience in retailing, wholesaling, and building consumer brands at large companies as well as within the cannabis sector.

Corporate identity and branding

The company explains that Medicine Man Technologies, Inc. is the legal corporate entity, while Schwazze is the operating trade name. It notes that Medicine Man Technologies, Inc. was Schwazze's former operating trade name and that the corporate entity continues to be named Medicine Man Technologies, Inc. The company states that the Schwazze name is derived from a pruning technique used on cannabis plants to enhance plant structure and promote healthy growth.

Retail and wholesale activities

In its public communications, Schwazze reports that it operates retail dispensaries serving both medical and adult-use customers in New Mexico. For example, it has announced the opening of dispensaries under the R. Greenleaf and Everest Apothecary banners and has described reaching a footprint of dozens of retail stores across New Mexico. The company also reports retail operations in Colorado and references efforts to elevate the in-store experience, refine pricing and promotional strategies, and enhance product assortment and in-stock positions.

On the wholesale side, Schwazze discloses that it has wholesale operations in both Colorado and New Mexico and tracks wholesale penetration as a share of total doors in each state. It has reported growing wholesale penetration and catalog expansion, and has discussed wholesale unit growth in New Mexico in its financial updates. The company has also described closing a non-plant touching wholesale operation in Colorado as part of a restructuring of its asset base.

Strategic and operational themes

Across multiple announcements, Schwazze emphasizes several recurring themes in its operations:

• Focus on retail growth and optimization initiatives, including pricing, promotions, and customer experience.
• Use of data and customer-centric thinking to guide decisions and measure outcomes.
• Efforts to optimize its asset base, including closing underperforming stores and consolidating certain operations.
• Attention to both retail and wholesale channels in Colorado and New Mexico.

The company also references a history of expansion through acquisitions, noting that it has grown its footprint through multiple transactions over several years, and that it continues to evaluate its assets in light of market conditions in Colorado and New Mexico.

Capital structure, trading venue, and reporting matters

Schwazze’s common stock trades under the symbol SHWZ. Company press releases state that the shares have traded on the OTCQX market and that the company also has a listing on Cboe Canada (Cboe CA) under the same symbol. In one announcement, Schwazze reports that its common stock is transitioning to the OTC Expert Market due to delayed filing of a Quarterly Report on Form 10-Q, and that it intends to work to become current in its reporting obligations.

The company has disclosed changes in its independent registered public accountants and has discussed the impact of an SEC Order against its former auditor, BF Borgers CPA PC. Schwazze has stated that its new auditor, Baker Tilly US, LLP, is re-auditing certain prior periods and that previously issued financial statements for specified periods will be restated and should no longer be relied upon. The company has also indicated that it does not believe the corrections will have a negative material impact on certain non-GAAP and cash metrics, while directing readers to its SEC filings for further detail.

Debt and restructuring activities

Schwazze has reported several developments related to its debt obligations and capital structure. In one release, the company describes an agreement with lenders to restructure specific loan agreements, including extending maturities and adjusting principal payment schedules. Schwazze characterizes this as improving its financial position and providing additional flexibility with respect to near-term debt maturities.

In a later announcement, Medicine Man Technologies, Inc., operating as Schwazze, discloses that it has entered into a Restructuring Support Agreement (RSA) with an affiliate of Vireo Growth Inc., which holds a majority of the company’s outstanding senior secured notes, as well as with holders of certain deferred cash seller notes and other parties. According to that announcement, the RSA contemplates a series of transactions, including an asset sale of certain assets representing a majority of the total assets of the company and its subsidiaries to a newly formed entity that would be majority-owned by Vireo, and the liquidation and winding down of the company’s remaining operations.

The company states that, under 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 in connection with the asset sale. If successful, the company expects to enter into an asset purchase agreement with the new entity, under which specified assets would be transferred in exchange for the assumption of certain liabilities and a discharge of all or a majority of the senior secured notes, subject to regulatory approvals and other closing conditions. The announcement notes that any remaining assets not purchased in the asset sale would be subject to a wind down, and that remaining liabilities and equity interests would receive any net proceeds from the wind down in accordance with applicable law.

Regulatory and reporting environment

Schwazze operates in the cannabis sector and references state-level regulatory frameworks in Colorado and New Mexico in its communications, including licensing dynamics and enforcement activity in New Mexico. The company has also discussed interactions with securities regulators, including communications with the Ontario Securities Commission regarding a potential management cease trade order related to delayed filings, and has indicated that it intends to comply with applicable alternative information guidelines while such measures are in effect.

Company positioning within the cannabis sector

In its own description, Schwazze presents itself as a regional cannabis company focused on building a differentiated position in Colorado and New Mexico, with the potential to extend its operating system to other states where it believes it can develop a regional leadership position. It highlights a portfolio of cannabis businesses and brands, a seed-to-sale operating model, and experience in both retail and wholesale channels. The company’s announcements also underscore its emphasis on operational efficiency, optimization of its asset base, and management of its capital structure through debt restructuring and the RSA.