3: Initial statement of beneficial ownership of securities
Published on June 27, 2019
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/17/2019 |
3. Issuer Name and Ticker or Trading Symbol
Akerna Corp. [ KERN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Common Stock, $.0001 par value per share | 997,640(1)(2) | I | See Footnote(3) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option | (4) | 08/16/2019 | Common Stock | (4) | 10.21 | I | See Footnote(3) |
| Explanation of Responses: |
| 1. Includes 616,750 shares of common stock received in exchange for 2,308,539 units of MJ Freeway LLC ("MJF") held by Batu Capital Investments MJT 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, 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. |
| 2. Of the 616,750 shares issued to the reporting person in the merger, all are subject to the terms of a lock-up agreement and 61,675 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. Also includes (i) 342,801 shares of common stock received in exchange for 342,801 shares of class A common stock of MTech purchased by Khitan, LLC in a private placement (the "Private Placement Shares") that closed concurrently with the merger and (ii) 38,089 shares of common stock transferred to Khitan, LLC ("Khitan") from MTech Sponsor LLC (the "Sponsor") in connection with the private placement. The acquisition of these securities (other than the acquisition of 38,089 shares of common stock) by the reporting persons was approved pursuant to Rule 16b-3(d)(1). |
| 3. Emery Johnathon Huang, a director of the issuer, is the manager of Khitan and a managing partner of Batu Capital, which is the managing member of Batu Capital Investments MJT LLC, and has voting and investment discretion with respect to the common stock owned by Khitan and Batu Capital Investments MJT LLC. Accordingly, Mr. Huang may be deemed to have or share beneficial ownership of such shares. |
| 4. Pursuant to that certain Subscription Agreement, by and among MTech and the investors named therein (the "Subscription Agreement"), pursuant to which Khitan acquired the Private Placement Shares, commencing on the business day following the closing of the transactions contemplated by the Merger Agreement and terminating on August 16, 2019, Khitan has the option to purchase up to an additional 342,801 shares of common stock (the "Option Shares") at a purchase price of $10.21 per share, subject to the terms and conditions in the Subscription Agreement, including, if necessary, the receipt of shareholder approval for the issuance of the Option Shares pursuant to the rules of The Nasdaq Stock Market. |
| /s/ Emery Johnathon Huang | 06/27/2019 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.