UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
June 5, 2019
MTECH
ACQUISITION CORP.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-38368
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82-2932611
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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10124
Foxhurst Court
Orlando,
Florida
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32836
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(407) 345-8332
Not
Applicable
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par value $0.0001 per share
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MTEC
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The NASDAQ Stock
Market LLC
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Warrants to purchase one share of Common Stock
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MTECW
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The NASDAQ Stock
Market LLC
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Units, each consisting of one share of Common
Stock and one Warrant
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MTECU
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The NASDAQ Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into A Material Definitive Agreement.
As
previously reported on a Current Report on Form 8-K filed on October 11, 2018 by MTech Acquisition Corp., a Delaware corporation
(“
MTech
”), with the U.S. Securities and Exchange Commission (the “
SEC
”), on October 10,
2018, MTech entered into an Agreement and Plan of Merger (as amended by the First Amendment to Agreement and Plan of Merger on
April 17, 2019, the “
Merger Agreement
”) by and among MTech, MTech Acquisition Holdings Inc., a Delaware corporation
and a wholly-owned subsidiary of MTech (“
Pubco
”), MTech Purchaser Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of Pubco, MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary
of Pubco, MTech Sponsor LLC, a Florida limited liability company, in the capacity as the Purchaser Representative thereunder,
MJ Freeway LLC, a Colorado limited liability (“
MJF
”), and Jessica Billingsley (as successor to Harold Handelsman),
in the capacity as the Seller Representative thereunder. Pursuant to the Merger Agreement, subject to the terms and conditions
set forth therein, at the closing of the transactions contemplated by the Merger Agreement (the “
Closing
”),
MTech and MJF will merge with and into the subsidiaries of Pubco and become wholly owned subsidiaries of Pubco (the “
Business
Combination
”). On May 16, 2019, Pubco filed with the SEC a registration statement on Form S-4 (as amended, the “
Registration
Statement
”) for the Pubco securities to be issued to MTech and MJF security holders at the Closing, which Registration
Statement contains a preliminary proxy statement of MTech in connection with a special meeting of the stockholders of MTech (“
Special
Meeting
”) to consider and vote on the Business Combination and related matters.
On
June 5, 2019, MTech entered into subscription agreements (each, a “
Subscription Agreement
”) with certain investors,
pursuant to which the investors (“
Investors
”) have agreed to purchase immediately prior to the Closing in the
aggregate 685,599 shares of Class A common stock of MTech (“
Class A Common Stock
”) at a purchase price of $10.21
per share (for an aggregate of $7.0 million) on a private placement basis (the “
Private Placement
”).
The shares issued by MTech in the Private Placement (“
Private Placement Shares
”) will be converted into shares
of common stock of Pubco on a one-for-one basis. MTech may issue up to an additional 799,907 shares of Class A Common Stock in
the Private Placement on substantially the same terms and conditions prior to the Special Meeting. The closing of the Private
Placement is conditioned on the Closing of the Business Combination immediately thereafter.
During
the period from the execution of the Subscription Agreements and through 5:00 p.m. Eastern Time on the third business day prior
to the Special Meeting, the Investors will have the right to purchase shares of Class A Common Stock in privately negotiated transactions
with third parties (any shares so purchased, “
Backstop Shares
”), which if held and not redeemed in accordance
with the requirements of the Subscription Agreement, will reduce the number of Private Placement Shares required to be purchased
by such Investors. The Investors have agreed to (i) not transfer prior to the Closing any Backstop Shares that it owns or otherwise
acquires, (ii) vote at the Special Meeting all of the Backstop Shares that it owns or acquires, or otherwise has proxy rights
with respect to, in favor of the Business Combination, and each of the other proposals of MTech set forth in the proxy statement
in connection with the Business Combination, and (iii) waive and not exercise any rights that it may have to redeem or convert
any Backstop Shares that it owns or acquires in the redemption conducted by the Company in connection with the Business Combination.
In
each Subscription Agreement, Pubco has agreed to file with the SEC within 30 days after the Closing a registration statement registering
the resale of the Pubco shares issued in the Business Combination for the Private Placement Shares and Backstop Shares, use its
commercially reasonable efforts to have such registration statement declared effective as soon as practicable and maintain the
effectiveness of such registration statement until the earlier of (i) two years from the issuance of the Private Placement Shares
to the Investor thereunder, or (ii) on the first date on which the Investor can sell all of its Private Placement Shares under
Rule 144 of the Securities Act, as amended (the “
Securities Act
”), without limitation as to the manner of sale
or the amount of such securities that may be sold.
In each Subscription
Agreement, Pubco also granted to each Investor an option for a period of 60 days starting after the Closing to purchase, subject
to certain conditions, additional shares of Pubco Class A common stock (“
Option Shares
”) at a price of $10.21
per share, up to a number of Option Shares equal to the number of Private Placement Shares and Backstop Shares purchased and held
and not redeemed by such Investor under the Subscription Agreement. The Investor will have the registration rights described above
with respect to any such purchased Option Shares.
Each
Subscription Agreement will terminate with no further force and effect upon the earlier to occur of (i) such date and time as
the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties
to the Subscription Agreement to terminate such agreement or (iii) the transactions contemplated by the Subscription Agreement
are not consummated prior to July 31, 2019.
In
connection with the execution of the Subscription Agreements, MTech’s sponsor, MTech Sponsor LLC, a Florida limited liability
company (the “
Sponsor
”), and MTech entered into an Agreement to Transfer Sponsor Shares (each, a “
Sponsor
Stock Transfer Agreement
”) with each Investor, pursuant to which the Sponsor agreed to transfer to each Investor at
the closing of the Private Placement one (1) share of Class B common stock of MTech for each nine (9) Private Placement Shares
or Backstop Shares purchased and held and not redeemed by such Investor under the Subscription Agreement, which shares of Class
B common stock of MTech will become Class A shares of Pubco upon the Closing (such shares, the “
Transferred Sponsor Shares
”).
Each Investor agreed to accept its portion of the Transferred Sponsor Shares subject to (i) the escrow and related restrictions
applying to such Transferred Sponsor Shares under that certain Stock Escrow Agreement, dated as of January 29, 2018 (the “
Stock
Escrow Agreement
”), by and among the Company, the Sponsor, and Continental Stock Transfer & Trust Company, a New
York corporation, as escrow agent (“
Escrow Agent
”), as a “Founder” party thereto, with each Investor
agreeing to also sign a joinder agreement in form and substance reasonably acceptable to MTech, Pubco, the Sponsor and the Escrow
Agent to become subject to the Amendment to Stock Escrow Agreement in substantially the form attached to the Merger Agreement,
which Amendment to Stock Escrow Agreement will be signed by MTech, Pubco, the Sponsor and the Escrow Agent in connection with
the Closing, and (ii) the restrictions applying to “insiders” after the Closing under the Letter Agreement, dated
as of January 29, 2018, by and among MTech, EarlyBirdCapital, Inc., as representative of the underwriters thereunder, the Sponsor
and Steven Van Dyke.
Copies
of the Form of Subscription Agreement and the Form of Sponsor Stock Transfer Agreement are filed with this Current Report on Form
8-K as, respectively, Exhibits 10.1 and 10.2 hereto, and are incorporated herein by reference, and the foregoing descriptions
of the Form of Subscription Agreement and the Form of Sponsor Stock Transfer Agreement agreements are qualified in their entirety
by reference thereto.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth above under 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The shares of Class A Common Stock to be issued in connection with the Subscription Agreements described above will not be
registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act.
Item
7.01 Regulation FD Disclosure.
On
June 6, 2019, MTech and MJF issued a press release announcing the Private Placement and certain other matters. A copy of the press
release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Additional
Information
Investors
and security holders of MTech are advised to read the prospectus related to the Registration Statement and the definitive proxy
statement in connection with MTech’s solicitation of proxies for its special meeting of stockholders to be held to approve
the proposed transaction because the proxy statement/prospectus will contain important information about the proposed transaction
and the parties to the proposed transaction. The definitive proxy statement/prospectus was mailed to stockholders of MTech as
of the record date, which is May 13, 2019. Stockholders will also be able to obtain copies of the registration statement and proxy
statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: MTech Acquisition
Corp., c/o MTech Sponsor LLC, 10124 Foxhurst Court, Orlando, Florida 32836.
Participants
in the Solicitation
MTech,
Pubco, MJF, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of MTech’s stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed information regarding the names and interests of MTech’s directors
and officers in the solicitation by reading MTech’s and Pubco’s filings with the SEC, including the Registration Statement,
which was declared effective on May 14, 2019 and which includes the proxy statement/prospectus of MTech for the proposed transaction.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar
words, phrases or expressions. These forward-looking statements include statements regarding MTech’s industry, future events,
the proposed transaction between the parties, the estimated or anticipated future results and benefits of the combined company
following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction,
future opportunities for the combined company, and other statements that are not historical facts. These statements are based
on the current expectations of MTech’s management and are not predictions of actual performance. These statements are subject
to a number of risks and uncertainties regarding MTech’s businesses and the transaction, and actual results may differ materially.
These risks, uncertainties, assumptions and other important factors include, but are not limited to: the inability to complete
the transaction contemplated by the merger agreement because of failure of closing conditions or other reasons; the inability
to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount of
cash available following any redemptions by MTech stockholders; the ability of Pubco to meet Nasdaq’s listing standards
following the consummation of the transactions contemplated by the merger agreement; costs related to the proposed transaction;
MJF’s ability to manage growth; the reaction of MJF’s customers and suppliers to the transaction; Pubco’s ability
to identify and integrate other future acquisitions; rising costs adversely affecting MJF’s profitability; adverse changes
to the legal environment for the cannabis industry; general economic and market conditions impacting demand for MJF’s products
and services; and other risks and uncertainties indicated in the proxy statement/prospectus for the proposed transaction, including
those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by MTech and Pubco. There
may be additional risks that MTech presently does not know or that MTech currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide
MTech’s expectations, plans or forecasts of future events and views as of the date of this communication. MTech anticipates
that subsequent events and developments will cause MTech’s assessments to change. However, while MTech may elect to update
these forward-looking statements at some point in the future, MTech specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing MTech’s assessments as of any date subsequent to the date of this communication.
Item
9.01
Financial Statements and Exhibits.
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.
Dated: June 6, 2019
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MTECH ACQUISITION CORP.
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By:
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/s/
Scott Sozio
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Name:
Scott Sozio
Title: Chief
Executive Officer
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4
Mtech Acquisition Corp (MM) (NASDAQ:MTECU)
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Mtech Acquisition Corp (MM) (NASDAQ:MTECU)
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