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