UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 17, 2019
MTECH
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38368
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82-2932611
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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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
(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 to the registrant under
any of the following provisions:
☒
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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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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 1.01
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Entry
Into A Material Definitive Agreement
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On
April 17, 2019, MTech Acquisition Corp., a Delaware corporation (“
MTech
”), entered into a First Amendment to
Agreement and Plan of Merger (the “
Amendment
”) with the other parties to the Agreement and Plan of Merger,
dated as of October 10, 2018 (the “
Merger Agreement
”), by and among MTech, MTech Acquisition Holdings Inc.,
a Delaware corporation and a wholly-owned subsidiary of MTech (“
Pubco
”), 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.
The
terms of the Amendment provide for (i) an increase of the size of the Pubco board of directors as of the closing (“
Closing
”)
of the transactions contemplated by the Merger Agreement from seven (7) to eight (8) directors, (ii) an increase of the number
of directors appointed prior to the Closing by MJF from four (4) to five (5) directors (which additional director will qualify
as an independent director under Nasdaq rules) and (iii) revision of the classification of directors so that the Class B directors
will include two (2) MJF directors and one (1) MTech director.
A
copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.2 and is incorporated herein by reference, and
the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Additional
Information
On
November 7, 2018, Pubco filed with the SEC a registration statement on Form S-4 (as amended on January 25, 2019 and April 18,
2019, the “
Registration Statement
”) for the Pubco securities to be issued to MTech and MJF security holders
at the Closing, which Registration Statement contains a preliminary proxy statement of MTech in connection with a special meeting
of the stockholders of MTech to consider and vote on the business combination and related matters. Pubco and MTech will mail the
definitive registration statement on Form S-4 containing the definitive proxy statement and other relevant documents to its stockholders
in connection with the meeting.
Investors
and security holders of MTech are advised to read, the preliminary proxy statement and amendments thereto, and when available, 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 these documents 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 a record date to be established for voting on the proposed transaction. Stockholders will also be
able to obtain copies of the Registration Statement and the 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, 10124 Foxhurst Court, Orlando, Florida
32836.
Participants
in the Solicitation
MTech,
Pubco, the Sponsor, 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
in the proposed transaction of MTech’s directors and officers in MTech’s filings with the SEC, including MTech’s
Registration Statement, which was filed with the SEC on January 22, 2018, and MTech’s Quarterly Reports on Form 10-Q, which
were filed with the SEC on May 15, 2018 and August 8, 2018, Annual Report on Form 10-K which were filed with the SEC on March
14, 2019, and Preliminary Proxy Statement which was filed with the SEC on November 7, 2018, as amended on January 25, 2019 and
April 18, 2019, 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 business combination, 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 business
combination; MJF’s ability to manage growth; the reaction of MJF’s customers and suppliers to the business combination;
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
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
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: April
18, 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
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Title: Chief
Executive Officer
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Mtech Acquisition Corp (MM) (NASDAQ:MTECU)
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