Additional Proxy Soliciting Materials (definitive) (defa14a)
June 12 2019 - 8:33AM
Edgar (US Regulatory)
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 12, 2019 (June 7, 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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☐
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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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NASDAQ Capital Market
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Warrants to purchase one share of Common Stock
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MTECW
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NASDAQ Capital Market
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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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NASDAQ Capital Market
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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 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.
On June 7 and June
10, 2019, MTech entered into Subscription Agreements with certain Investors for the sale of an additional 215,475 shares of Class
A Common Stock at a purchase price of $10.21 per share (for an aggregate of approximately $2.2 million). The subscription agreements
entered into as part of the private placement are referred to collectively as the “Subscription Agreements” and the
investors that have entered into the Subscription Agreements are collectively referred to herein as the “Investors.”
At the closing of the
private placement, MTech expects to issue and sell an aggregate of 901,074 shares of Class A Common Stock for aggregate gross proceeds
of approximately $9.2 million. The Class A Common Stock issued by MTech in the private placement will be converted into shares
of common stock of MTech Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of MTech (“
Pubco
”),
the combined entity, following the consummation of the Business Combination, on a one-for-one basis. The closing of the private
placement is conditioned on the Closing of the Business Combination immediately thereafter.
For more information
regarding the terms of the subscription agreement and the private placement, please see the Current Report on Form 8-K filed by
MTech with the SEC on June 6, 2019.
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 12, 2019, MTech
and MJF issued a press release announcing the agreement to issue additional shares in the private placement.
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
Security
holders and investors 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. Security holders and investors 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 12, 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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