MTech Acquisition Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-06-17: Form 8-K; Period of report 2019-06-17; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2019-06-12: Form 8-K; Period of report 2019-06-07; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; Details 1.01.
- 2019-06-06: Form 8-K; Period of report 2019-06-05; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; Details 1.01.
- 2019-05-21: Form 8-K; Period of report 2019-05-21; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-06-17 | 8-K | 2019-06-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously reported, on October 10, 2018, MTech Acquisition Corp. (“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” or “MTech Holdings”), 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. 8.01 On June 17, 2019, MJF and MTech announced the consummation of the transactions (the “Closing”) contemplated by the Merger Agreement by and among the Parties, following the approval of the Business Combination Proposal at the Special Meeting. | f8k061719_mtechacquisition.htm |
| 2019-06-12 | 8-K | 2019-06-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 As previously reported on a Current Report on Form 8-K filed with the SEC on June 5, 2019, MTech entered into subscription agreements with certain Investors pursuant to which the Investors agreed to purchase, immediately prior to the closing (the “Closing”) of the business combination (the “Business Combination”) of MTech and MJ Freeway, a Colorado limited liability company (“MJF”), 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. 3.02 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. 7.01 On June 12, 2019, MTech and MJF issued a press release announcing the agreement to issue additional shares in the private placement. | f8k060719_mtechacquisition.htm |
| 2019-06-06 | 8-K | 2019-06-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 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. 3.02 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. 7.01 On June 6, 2019, MTech and MJF issued a press release announcing the Private Placement and certain other matters. | f8k060619_mtechacquisition.htm |
| 2019-05-21 | 8-K | 2019-05-21 | 8.01 Other Events | 8.01 On May 21, 2019, MTech Acquisition Corp. (“MTech”) and MJ Freeway, LLC (“MJF”) issued a press release announcing the effectiveness of a registration statement on Form S-4 (File No. 333-228220) (the “Registration Statement”) filed by MTech Acquisition Holdings, Inc. (“Pubco”), which includes MTech’s proxy statement in connection with the proposed merger between MTech and MJF under Pubco (to be renamed Akerna Corp.). | s118447_8k.htm |
| 2019-05-16 | 8-K | 2019-05-16 | 8.01 Other Events | 8.01 On May 16, 2019, MJ Freeway, LLC (“MJF”) issued a press release announcing the addition of Mark D. Iwanowski to its board of directors. | s118378_8k.htm |
| 2019-04-19 | 8-K | 2019-04-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 17, 2019, MTech Acquisition Corp., a Delaware corporation (“MTech”), entered into a First Amendment to Agreement and Plan of Merger (the “Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of October 10, 2018 (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. | s117523_8k.htm |
| 2019-02-25 | 8-K | 2019-02-19 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On February 19, 2019, MTech Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $500,000 to MTech Sponsor LLC (the “Sponsor”). | s116321_8k.htm |
| 2018-11-26 | 8-K | 2018-11-26 | 8.01 Other Events | 8.01 As previously disclosed, MTech Acquisition Corp. (“MTech”) has entered into a definitive merger agreement with MJ Freeway, LLC, a Colorado limited liability company (“MJ Freeway”), for a proposed business combination. | s114231_8k.htm |
| 2018-11-13 | 8-K | 2018-11-12 | 8.01 Other Events | 8.01 As previously disclosed, MTech Acquisition Corp. (“MTech”) has entered into a definitive merger agreement with MJ Freeway, LLC, a Colorado limited liability company (“MJ Freeway”), for a proposed business combination. | s113954_8k.htm |
| 2018-11-09 | 8-K | 2018-11-09 | 8.01 Other Events | 8.01 As previously disclosed, MTech Acquisition Corp. (“MTech”) has entered into a definitive merger agreement with MJ Freeway, LLC, a Colorado limited liability company (“MJ Freeway”), for a proposed business combination. | s113928_8k.htm |
| 2018-10-15 | 8-K | 2018-10-15 | 8.01 Other Events | 8.01 On October 15, 2018, MTech Acquisition Corp. (“MTech”) issued a press release announcing a conference call to discuss the definitive merger agreement entered into with MJ Freeway LLC (“MJ Freeway”). | s113282_8k.htm |
| 2018-10-11 | 8-K | 2018-10-10 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On October 10, 2018, MTech Acquisition Corp., a Delaware corporation (“MTech”), entered into an Agreement and Plan of Merger (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 (“Purchaser Merger Sub”), MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with MTech and Pubco, the “Purchaser Parties”), MTech Sponsor LLC, a Florida limited liability company, in the capacity as the representative after the Effective Time (as defined below) for the equity holders of Pubco (other than the Sellers (as defined below)) thereunder (the “Purchaser Representative”), MJ Freeway LLC, a Colorado limited liability (”MJF”), and Harold Handelsman, in the capacity as the representative for the Sellers thereunder (the “Seller Representative”). 7.01 On October 11, 2018, MTech and MJF issued a press release announcing the execution of the Merger Agreement. | s113221_8k.htm |
| 2018-02-16 | 8-K | 2018-02-16 | 8.01 Other Events | 8.01 On February 16, 2018, MTech Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the securities underlying such Units commencing on February 21, 2018. | s109105_8k.htm |
| 2018-02-12 | 8-K | 2018-02-08 | 8.01 Other Events | 8.01 As previously reported on a Current Report on Form 8-K of MTech Acquisition Corp. (the “Company”), on February 1, 2018, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (“Units”), each Unit consisting of one share of Class A common stock, $0.0001 par value per share (“Common Stock”) and one warrant (“Warrant”), each warrant exercisable to purchase one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-221957). | s108933_8k.htm |
| 2018-02-07 | 8-K | 2018-02-01 | 8.01 Other Events | 8.01 On February 1, 2018, MTech Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 5,000,000 units (“Units”), each Unit consisting of one share of Class A common stock, $0.0001 par value per share (“Common Stock”) and one warrant (“Warrant”), each Warrant exercisable to purchase one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-221957). | s108953_8k.htm |
| 2018-02-01 | 8-K | 2018-01-29 | 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.02 Simultaneously with the consummation of the initial public offering (“IPO”) and the sale of the Public Units (defined below), MTech Acquisition Corp., a Delaware corporation (the “Company”), consummated the private placement (“Private Placement”) of 225,000 units (“Placement Units”) at a price of $10.00 per Placement Unit, generating total proceeds of $2,250,000. 5.03 On January 29, 2018, in connection with its IPO, the Company filed its Amended and Restated Certificate of Incorporation with Secretary of State of the State of Delaware, effective the same day. 8.01 On January 29, 2018, the Registration Statement was declared effective by the Securities and Exchange Commission. | s108894_8k.htm |