Current Report Filing (8-k)
June 17 2019 - 12:53PM
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 17, 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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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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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.
On June 17, 2019, MTech held a special
meeting of its stockholders (the “
Special Meeting
”) at which the stockholders voted on the proposals set forth below,
each of which is described in greater detail in the proxy statement on Schedule 14A (File No. 001-38368) filed by MTech with
the Securities and Exchange Commission and first mailed to the stockholders on or about May 17, 2019 (as amended or
supplemented from time to time).
There were 7,431,250 shares of common
stock of MTech issued and outstanding on May 13, 2019, the record date (the “Record Date”) for the Special
Meeting. At the Special Meeting, there were 4,848,070 shares voted by proxy or in person, representing approximately 65.24% of the total shares outstanding as of the Record Date. The final voting results for each matter
submitted to a vote of the stockholders of MTech at the Special Meeting are as follows:
Proposal 1. The Business Combination Proposal.
To approve the Merger Agreement and the transactions contemplated thereby.
FOR
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AGAINST
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ABSTENTIONS
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4,641,442
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205,350
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1,278
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Proposal 2. The Charter Amendment Proposal.
To approve and adopt the Amended and Restated Certificate of Incorporation of MTech Holdings, reflecting the following material
differences from MTech’s current amended and restated certificate of incorporation:
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(A)
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Having a single class of common stock and 75,000,000 authorized shares of common stock:
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FOR
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AGAINST
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ABSTENTIONS
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4,603,173
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205,610
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39,287
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(B)
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Having 5,000,000 authorized shares of Preferred Stock:
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FOR
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AGAINST
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ABSTENTIONS
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4,597,854
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210,285
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39,931
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(C)
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Fixing the number of directors of MTech Holdings at eight, which is subject to change by resolution
adopted by the affirmative vote by at least a majority of the board of directors then in office.
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FOR
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AGAINST
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ABSTENTIONS
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4,593,214
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215,520
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39,336
|
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(D)
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Dividing the board of directors of MTech Holdings into three classes with staggered three-year
terms:
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FOR
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AGAINST
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ABSTENTIONS
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4,598,477
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210,270
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39,323
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1
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(E)
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Prohibiting stockholder actions by written consent: and
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FOR
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AGAINST
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ABSTENTIONS
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4,523,568
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282,537
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41,965
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(F)
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Making MTech Holdings’ corporate existence perpetual as opposed to MTech’s current
limit of its corporate existence of 18 months following the consummation of its initial public offering and removing various provisions
applicable only to special purpose acquisition corporations contained in MTech’s current amended and restated certificate
of incorporation.
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FOR
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AGAINST
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ABSTENTIONS
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4,590,503
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215,970
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41,597
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Proposal 3. The Incentive Plan Proposal.
To approve MTech Holdings’ 2019 Long Term Incentive Plan in connection with the Business Combination:
FOR
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AGAINST
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ABSTENTIONS
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4,596,667
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209,499
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41,904
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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. A copy of the press release announcing the Closing is filed as Exhibit 99.1 hereto and is incorporated by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
2
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 17, 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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3
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