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 | |
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