Item 7.01 Regulation FD Disclosure.
On June 12, 2019, MTech
and MJF issued a press release announcing the agreement to issue additional shares in the private placement.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in
this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Additional Information
Security
holders and investors of MTech are advised to read the prospectus related to the Registration Statement and 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 the proxy statement/prospectus will contain important information about the
proposed transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus was mailed to
stockholders of MTech as of the record date, which is May 13, 2019. Stockholders will also be able to obtain copies of the
registration statement and 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,
MJF, 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. Security holders and investors may obtain more detailed information regarding the names and interests of
MTech’s directors and officers in the solicitation by reading MTech’s and Pubco’s filings with the SEC,
including the Registration Statement, which was declared effective on May 14, 2019 and 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 transaction, 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 transaction; MJF’s ability to manage growth; the reaction of MJF’s
customers and suppliers to the transaction; 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.