Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2023, Medicine Man Technologies, Inc. (the "Company") appointed Forrest Hoffmaster as the Company's Chief Financial Officer. The Company previously reported the retirement of Nancy Huber, the Company's former Chief Financial Officer, which is now scheduled to take effect on or around March 31, 2023.

Mr. Hoffmaster is an Accountant who brings over 30 years of experience in retail, manufacturing and the professional services industry. Before joining the Company, Mr. Hoffmaster was the Chief Executive Officer and President of New Seasons Market from January 2019 to April 2021, leading New Seasons Market through a successful turnaround, exit, and post-sale integration. Prior to becoming the Chief Executive Officer of New Seasons Market, Mr. Hoffmaster served as an interim Co-President in 2018 and joined New Seasons Market as a Chief Financial Officer in August 2016. Prior to New Seasons Market, Mr. Hoffmaster was the Global Executive Coordinator of Finance at Whole Foods Market from 2002 to 2016. Prior to serving as Executive Coordinator of Finance at Whole Foods Market, Mr. Hoffmaster served as Financial Manager at HEB Grocery from 2000 to 2002. Mr. Hoffmaster received a Bachelor of Business Administration in Accounting from The University of Houston in 1993.

Mr. Hoffmaster's compensation will be in the following forms and amounts: (i) $300,000 base annual salary, (ii) a one-time lump sum bonus payment of $30,000, payable in cash within 60 days of Mr. Hoffmaster's start date, (iii) options to purchase 700,000 shares of the Company's common stock at an exercise price of the Company's closing stock price on the date of such grant, vesting in four equal installments on the first, second, third, and fourth anniversary of the date of grant, and (iv) the opportunity to participate in the Company's unwritten cash bonus plan, the terms of which are disclosed in the Company's

Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on November 1, 2022.

The complete terms and conditions of Mr. Hoffmaster's appointment and employment with the Company are set forth in the Employment Agreement between Mr. Hoffmaster and the Company, a copy of which is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 19, 2023, the Company issued a press release announcing the appointment of Forrest Hoffmaster as the Company's Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information under Item 7.01 of this Current Report on Form 8-K and the press release attached as Exhibit 99.1 are being furnished by the Company pursuant to Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.      Description
  10.1             Employment Agreement, dated January 16, 2023, by and between
                 Medicine Man Technologies, Inc. and Forrest Hoffmaster
  99.1             Press Release, dated January 19, 2023
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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