Current Report Filing (8-k)
November 18 2022 - 4:11PM
Edgar (US Regulatory)
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2022-11-14
2022-11-14
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2022-11-14
2022-11-14
0001755953
KERN:WarrantsToPurchaseOneShareOfCommonStockMember
2022-11-14
2022-11-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 14, 2022
AKERNA
CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39096 |
|
83-2242651 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
1550
Larimer Street, #246, Denver, Colorado |
|
80202 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (888) 932-6537
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 of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common
Stock, par value $0.0001 per share |
|
KERN |
|
NASDAQ
Capital Market |
Warrants
to purchase one share of Common Stock |
|
KERNW |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this
chapter) or Rule 12b-2 of the Exchange Act (§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.
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
No. 1 to the Exchangeable Share Support Agreement
On
November 14, 2022, Akerna Corp. (the “Company,” “we,” “our,” or “us”) entered into Amendment
No. 1 to the Exchangeable Share Support Agreement (the “Amendment No. 1 to the Support Agreement”), effective November 8,
2022, pursuant to which certain provisions of the Exchangeable Share Support Agreement, dated as of July 7, 2020 (the “Support
Agreement”), by and among the Company, Akerna Canada Ample Exchange Inc., a corporation existing under the laws of the Province
of Ontario (“Exchangeco”), and Akerna Canada Holdings Inc., a corporation existing under the laws of the Province of Ontario
(“Callco”), were amended to account for the reverse stock split of our common stock at a ratio of 20-for-1 (the “Reverse
Stock Split”) that was effected on November 8, 2022.
The
above description of the Amendment No. 1 to the Support Agreement is a summary of the material terms thereof and is qualified in its
entirety by reference to the Amendment No. 1 to the Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements, Pro Forma Financial Information and 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.
|
AKERNA
CORP. |
|
|
|
By:
|
/s/
Jessica Billingsley |
|
|
Jessica
Billingsley |
|
|
Chief
Executive Officer |
Dated:
November 18, 2022 |
|
2
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