8-K

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): May 16, 2019

MTECH ACQUISITION CORP.  

(Exact name of registrant as specified in its charter)

Delaware	001-38368	82-2932611
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10124 Foxhurst Court,   Orlando, Florida	32836
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 345-8332

Not Applicable

(Former name or former address, if changed since last report)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MTEC	The NASDAQ Stock Market LLC
Warrants to purchase one share of Common Stock	MTECW	The NASDAQ Stock Market LLC
Units, each consisting of one share of Common Stock and one Warrant	MTECU	The NASDAQ Stock Market LLC

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 8.01 Other Events.

On May 16, 2019, MJ Freeway, LLC (“MJF”) issued a press release announcing the addition of Mark D. Iwanowski to its board of directors. A copy of the press release is attached hereto as Exhibit 99.1.  

Additional Information

Under the terms of a merger agreement, each of MTech Acquisition Corp. (“MTech”) and MJF will merge with newly-formed subsidiaries of a newly-formed holding company (“Pubco”), which itself is a newly-formed subsidiary of MTech. As a result of such mergers, MJF equity holders will receive new securities of Pubco and MTech stockholders will exchange their securities of MTech for securities of Pubco.

In connection with the proposed transaction, on May 14, 2019, Pubco filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) for the Pubco securities to be issued at the closing of the transaction, which Registration Statement contains a proxy statement of MTech in connection with a special meeting of the stockholders of MTech to consider and vote on the transaction and related matters. The definitive proxy statement/prospectus and other relevant documents will be mailed to MTech’s stockholders in connection with the special meeting.

Investors and security holders of MTech are advised to read the prospectus 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 will be 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 (the “Sponsor”), 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.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated May 16, 2019

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: May 16, 2019	MTECH ACQUISITION CORP.
	By:	/s/ Scott Sozio
		Name: Scott Sozio  Title:   Chief Executive Officer

EX-99.1

Exhibit 99.1

MJ Freeway Adds Former Oracle CIO to Board

Mark D. Iwanowski provides strategic ERP and M&A  

expertise to help accelerate MJ Freeway’s growth

DENVER, May 16, 2019—MJ Freeway, LLC (“MJ Freeway”), the inventor of seed-to-sale cannabis technology and developer of the cannabis industry’s first enterprise resource planning (ERP) platform, announced that it added Mark D. Iwanowski, an experienced executive veteran in the global technology sector, to the company’s Board of Directors. Iwanowski’s deep expertise in ERP and mergers and acquisitions (M&A) will be used to strengthen MJ Freeway’s position as a leader in cannabis ERP. He will also join the Board of Directors of Akerna Corp., the public company formed for the proposed merger of MTech Acquisition Corp. (“MTech”) and MJ Freeway upon consummation of the merger. It is anticipated that the common stock and warrants of Akerna Corp. will be listed on Nasdaq under the symbols “KERN” and “KERNW,” respectively, promptly following consummation of the merger.

“Mark’s extensive M&A leadership and deep technology expertise honed at Oracle, at a time when they were growing the business quickly through acquisition, will be an advantage to MJ Freeway as we accelerate our global market share in cannabis technology,” said Jessica Billingsley, Co-Founder and CEO of MJ Freeway.

“I think cannabis technology has the potential to set new precedent and innovate the traditional tech sector. I look forward to being a part of a cannabis technology company that works with the entire global supply chain and enabling the rapid growth of the industry throughout the world,” said Mark D. Iwanowski, the new MJ Freeway Board Member.

Iwanowski is the Founder, CEO and President of Global Visions-SV, Inc., a global consulting group focused on venture, M&A and turnarounds. He was previously a Managing Director with Trident Capital, focusing on investments in IT, software, communications and Cleantech, and also served as Senior Vice President Global IT and CIO for Oracle Corporation. At Oracle, he participated in building the company’s software as a service (SaaS) business and helped lead acquisitions during a time of rapid growth through M&A.

Iwanowski also held executive positions with Raytheon and was a principal in three successful startups—Applied Remote Technology (ART, underwater robotics sold to Raytheon), Quantum Magnetics (QM, airport explosive detection systems, sold to Invison that was later bought by GE), and Neohapsis (cyber security, acquired by Cisco).

###

About MJ Freeway:
Founded in 2010, MJ Freeway is a large and growing regulatory compliance and inventory management technology company. MJ Freeway’s proprietary software platform is adaptable for industries in which interfacing with government regulatory agencies for compliance purposes is required, or where the tracking of organic materials from seed or plant to end products is desired. Nine years ago, MJ Freeway identified a need for organic material tracking and regulatory compliance SaaS solutions in the growing cannabis and hemp industry. It developed products intended to assist states in monitoring licensed businesses’ compliance with state regulations, and to help state-licensed businesses operate in compliance with such law. MJ Freeway provides its regulatory software platform, Leaf Data Systems^®, to state government regulatory agencies, and its business software platform, MJ Platform^®, to state-licensed businesses. MJ Freeway currently has clients in 29 of the 33 U.S. states that have legalized cannabis in some form, as well as the District of Columbia. MJF also serves clients in Australia, Canada, Chile, Colombia, Denmark, New Zealand, South Africa, Spain, Switzerland and Uruguay. The Leaf Data Systems^® and MJ Platform^® have combined tracked more than $13 billion in medicinal and recreational cannabis sales to date.

As previously announced, MJ Freeway has entered into definitive agreements for a proposed merger with MTech.

About MTech Acquisition Corp.
MTech Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. MTech’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although MTech intends to focus its search on companies ancillary to the cannabis industry, with a particular sector focus that includes compliance, business intelligence, brand development and media.

MTech is led by Executive Chairman Steven Van Dyke and Chief Executive Officer Scott Sozio.

Forward Looking Statements:  

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside MJ Freeway’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to obtain MTech stockholder approval of the business combination with MJ Freeway; the inability to complete the transaction contemplated by the merger agreement governing such business combination because of failure of closing conditions or other reasons; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by MTech stockholders; the ability of the new public company formed for the proposed MJ Freeway-MTech business combination (“Pubco”) to meet the listing standards of The Nasdaq Stock Market following the consummation of the transactions contemplated by the merger agreement; costs related to the proposed business combination; MJ Freeway’s ability to manage growth; the reaction of MJ Freeway’s customers and suppliers to the business combination; Pubco’s ability to identify and integrate other future acquisitions; rising costs adversely affecting MJ Freeway’s profitability; adverse changes to the legal environment for the cannabis industry; and general economic and market conditions impacting demand for MJ Freeway’s products and services. See the risk factors that have been disclosed in the Pubco’s registration statement on Form S-4 that was filed with the U.S. Securities and Exchange Commission on November 7, 2018 (as amended on January 25, 2019, April 18, 2019, May 8, 2019 and May 14, 2019) for additional risks associated with the business combination. None of MTech, Pubco or MJ Freeway undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Participants in the Solicitation
MTech, Pubco, MJ Freeway, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of MTech stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of MTech’s directors in the final prospectus for MTech’s initial public offering dated as of January 29, 2018 and that was filed with the SEC on January 30, 2018, and well as in any annual reports on Form 10-K that may be filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.

No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

MJ Freeway Media Contact:
Jon Goldberg / McKenna Miller  

KCSA Strategic Communications 

jgoldberg@kcsa.com / mmiller@kcsa.com
(212) 896-1282 / (347) 487-6197