Current Report Filing (8-k)
November 26 2019 - 12:29PM
Edgar (US Regulatory)
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 24, 2019
AKERNA
CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-39096
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83-2242651
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1601 Arapahoe St., Denver, Colorado
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80202
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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: (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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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KERN
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NASDAQ
Capital Market
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Warrants to purchase one share of Common Stock
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KERNW
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NASDAQ Capital Market
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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 (§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.
On November 25, 2019, Akerna Corp., a Delaware
corporation (“Akerna”) entered into a Stock Purchase Agreement (the “Agreement”) with substantially all
of the shareholders (the “Shareholders”) of Solo Sciences, Inc., a Delaware corporation (“Solo”), Ashesh
C. Shah, Lokesh Chugh and Palle Pedersen, each an adult individual (collectively, the “Shareholder Representatives”)
and Solo, pursuant to which Akerna will acquire all right, title and interest in 80.40% of the issued and outstanding capital stock
of Solo (calculated on a fully diluted basis), free and clear of all liens. The consideration amount under the Agreement
is 1,950,000 shares of the common stock of Akerna, less 570,000 shares of the common stock of Akerna to be held in escrow subject
to the satisfaction of certain conditions stipulated in the Agreement. This consideration may be subject to an adjustment
no later than 120 days following the closing date.
The description of the Agreement contained
herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement. A copy
of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 24, 2019, Mr. Ashesh Shah resigned
as a member of the board of directors of Akerna to pursue other ventures. Mr. Shah’s resignation was not as a result of any
disagreements with Akerna.
Item
7.01. Regulation FD Disclosure.
On November 26, 2019, Akerna issued a press
release (the “Press Release”) announcing the execution of the Agreement. A copy of the Press Release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. Akerna undertakes no obligation to update, supplement or amend the material
attached hereto as Exhibit 99.1.
On November 26, 2019, Akerna issued a corporate
presentation summarizing the transaction with Solo described in Item 1.01 hereof (the “Presentation”). A copy of the
Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Akerna undertakes no obligation to update,
supplement or amend the material attached hereto as Exhibit 99.2.
In accordance with General Instruction B.2
of Form 8-K, Exhibits 99.1 and 99.2 are being “furnished”, and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section nor shall they be deemed incorporated
by reference in any filing that Akerna makes under the Securities Act or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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AKERNA CORP.
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By:
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/s/ Jessica Billingsley
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Jessica Billingsley
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Chief Executive Officer
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Dated: November 26, 2019
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