On October 28, 2022, Medicine Man Technologies, Inc. received notice of the resignation of Brian Ruden as a member of the Company's board of directors. Mr. Ruden was not a member of any committees of the Board. Mr. Ruden's resignation is not the result of any disagreement with the Company on any matters relating to the Company's operations, policies, or practices.

On October 28, 2022, the Board appointed Marc Rubin as a Class B director to fill the vacancy left by Mr. Ruden. The Company expects that the Board will appoint Mr. Rubin to one or more of the committees of the Board; however, no committee appointments have been determined at this time. Mr. Rubin will serve until his term expires at the Company's 2023 annual meeting of stockholders and until a successor is elected and qualified, or until his earlier death, resignation or removal.

Mr. Rubin was designated for appointment to the Board as the joint designee of Brian Ruden and Naser Joudeh pursuant to the Omnibus Amendment No. 2 to Asset Purchase Agreements, dated December 17, 2020, among the Company and the sellers party thereto Between December 17, 2020 and March 2, 2021, the Company's wholly-owned subsidiary, SBUD LLC, acquired the assets of a number of Star Buds retail dispensaries. The Omnibus Amendment provides that, for as long as the Sellers and the Members meet a specified ownership threshold, the Company shall recommend to the Board that Brian Ruden and Naser Joudeh jointly be permitted to designate three directors for appointment to the Board if the Board consists of seven or more members.

Currently, Pratap Mukharji, Marc Rubin, and Salim Wahdan serve as Messrs. Ruden and Joudeh's designees on the Board. The Company previously reported the terms of the Omnibus Amendment in the Company's Current Report on Form 8-K filed on December 23, 2020 and attached a copy of the Omnibus Amendment as Exhibit 2.1 thereto, and such disclosure and exhibit are incorporated by reference herein.