0001213900-19-011700.txt : 20190627 0001213900-19-011700.hdr.sgml : 20190627 20190627200843 ACCESSION NUMBER: 0001213900-19-011700 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190617 FILED AS OF DATE: 20190627 DATE AS OF CHANGE: 20190627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kraemer Ruth Ann CENTRAL INDEX KEY: 0001780007 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19926985 MAIL ADDRESS: STREET 1: AKERNA CORP. STREET 2: 1601 ARAPAHOE ST. CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akerna Corp. CENTRAL INDEX KEY: 0001755953 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1601 ARAPAHOE ST. CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 888-932-6537 MAIL ADDRESS: STREET 1: 1601 ARAPAHOE ST. CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MTech Acquisition Holdings Inc. DATE OF NAME CHANGE: 20181015 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2019-06-17 0 0001755953 Akerna Corp. KERN 0001780007 Kraemer Ruth Ann 1601 ARAPAHOE STREET, SUITE 900 DENVER CO 80202 0 1 0 0 Chief Financial Officer Common Stock, $.0001 par value per share 26716 D Received in exchange for 100,000 units of MJ Freeway LLC in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. The Merger Agreement placed a value on the issuer's common stock of $10.16 per share, which was the approximate redemption price of the share of common stock of MTech at the execution of the Merger Agreement. Of the 26,716 shares issued to the reporting persons in the merger: (i) all are subject to the terms of a restricted stock agreement and vest as follows: 6,679 shares shall vest on October 1, 2019, 6,679 shares shall vest on October 1, 2020, 6,679 shares shall vest on October 1, 2021 and 6,679 shares shall vest on October 1, 2022; (ii) all are subject to the terms of a lock-up agreement; and (iii) 2,672 are being held in escrow and are subject to forfeiture until 90 days after the issuer files its annual report on Form 10-K for the fiscal year ended June 30, 2019 to satisfy claims arising as a result of MJF's breach of any of its representations and warranties or covenants in the Merger Agreement. The acquisition of these securities by the reporting person was approved pursuant to Rule 16b-3(d)(1). /s/ Ruth Ann Kraemer 2019-06-27