0001213900-19-013533.txt : 20190724 0001213900-19-013533.hdr.sgml : 20190724 20190724213307 ACCESSION NUMBER: 0001213900-19-013533 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190617 FILED AS OF DATE: 20190724 DATE AS OF CHANGE: 20190724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Amy A. Poinsett Revocable Living Trust CENTRAL INDEX KEY: 0001783552 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19972280 BUSINESS ADDRESS: STREET 1: 601 16TH STREET STREET 2: SUITE C-420 CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 970-708-7590 MAIL ADDRESS: STREET 1: 601 16TH STREET STREET 2: SUITE C-420 CITY: GOLDEN STATE: CO ZIP: 80403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Poinsett Amy A. CENTRAL INDEX KEY: 0001783551 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19972281 MAIL ADDRESS: STREET 1: 601 16TH STREET STREET 2: SUITE C-420 CITY: GOLDEN STATE: CO ZIP: 80401 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 X0206 3 2019-06-17 0 0001755953 Akerna Corp. KERN 0001783552 Amy A. Poinsett Revocable Living Trust 1601 ARAPAHOE STREET SUITE 900 DENVER CO 80202 0 0 1 0 0001783551 Poinsett Amy A. 1601 ARAPAHOE STREET SUITE 900 DENVER CO 80202 0 0 1 0 Common Stock, $.0001 par value per share 1335802 D Received in exchange for 5,000,000 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 1,335,802 shares issued to the reporting persons in the merger, all are subject to the terms of a lock-up agreement and 133,580 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 persons was approved pursuant to Rule 16b-3(d)(1). Amy Poinsett, is the trustee of Amy A Poinsett Revocable Living Trust and has voting and investment discretion with respect to the common stock held of record of Amy A Poinsett Revocable Living Trust. Accordingly, Ms. Poinsett may be deemed to have or share beneficial ownership of such shares. /s/ Amy A. Poinsett, as authorized signatory of Amy A Poinsett Revocable Living Trust 2019-07-24 /s/ Amy A Poinsett 2019-07-24