Current Report Filing (8-k)
April 09 2020 - 6:03AM
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): April 9, 2020
AKERNA
CORP.
(Exact
name of registrant as specified in its charter)
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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1630
Welton 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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☐
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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:
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 3.02.
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Unregistered Sales of Equity Securities.
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On April 8, 2020, Akerna Corp., a Delaware corporation
(“Akerna”) entered into a Stock Exchange Agreement (as described in Item 8.01 hereof, which is hereby incorporated
by reference), pursuant to which it will issue shares of common stock of Akerna with an aggregate value of $2,000,000 (the “Akerna
Shares”) at $5.72 per share, which will be subject to certain adjustments not later than 90 days post-closing. The Akerna
Shares will be issued in exchange for the shares of Trellis Solutions, Inc., an Ontario corporation (“Trellis”) held
by the sellers under the Stock Exchange Agreement. The Akerna Shares will be issued pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) thereof,
based on the representations and warranties of the sellers.
Item 7.01.
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Regulation FD Disclosure.
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On April 8, 2020, Akerna issued a press release
(the “Press Release”) announcing the execution of the Agreement (as defined in Item 8.01 below). 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 April 8, 2020, Akerna issued a corporate
presentation summarizing the transaction with Trellis (as defined in Item 8.01 below) 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.
On April 8, 2020, Akerna entered into a Stock
Exchange Agreement (the “Agreement”) among each of the parties set forth in Exhibit E of the Agreement, (collectively,
the “Sellers”), Pranav Sood, an individual, (the “Sellers’ Representative”) and Trellis, pursuant
to which Akerna will purchase and take assignment and delivery of 100% of the issued and outstanding capital stock of Trellis (the
“Shares”). The consideration for the Shares is a number of shares of Akerna common stock with an aggregate value of
approximately $2,000,000, which will be subject to certain adjustments not later than 90 days post-closing.
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 99.3 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(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: April 9, 2020
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