Amended Current Report Filing (8-k/a)
May 29 2020 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 2)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 15, 2020
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)
|
|
(IRS
Employer
Identification No.)
|
1630
Welton St., 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 (see General Instruction A.2. below):
|
☐
|
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)
|
|
☐
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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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange
on which registered
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Common
Stock, par value $0.0001 per share
|
|
KERN
|
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NASDAQ
Capital Market
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Warrants
to purchase one share of Common Stock
|
|
KERNW
|
|
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 of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
2.01 Results of Operations and Financial Condition
This Current Report
on Form 8-K/A is being filed as the second amendment to the Current Report on Form 8-K dated January 15, 2020, (the “Original
Form 8-K”) originally filed by Akerna Corp., a Delaware corporation, or Akerna, with the Securities and Exchange Commission
on January 22, 2020, as amended on April 13, 2020 (the “First Amended Form 8-K), announcing the completion of Akerna’s
acquisition of all right, title and interest in 80.4% of the issued and outstanding capital stock of Solo Sciences, Inc., or Solo,
(calculated on a fully diluted basis), free and clear of all liens. This Current Report on Form 8-K/A amends and supplements Item
9.01 of the First Amended Form 8-K to present certain financial statements of Solo and to present certain unaudited pro forma condensed
combined financial statements of Akerna in connection with Akerna’s acquisition of the capital stock of Solo, which financial
statements and unaudited pro forma condensed combined financial statements are filed as exhibits hereto and are incorporated herein
by reference. All other items in the First Amended Form 8-K remain the same and are hereby incorporated by reference into this
Current Report on Form 8-K/A.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements.
The
audited financial statements of Solo as of December 31, 2019 and 2018 and for the years then ended are filed as Exhibit 99.1 to
this Current Report on Form 8-K/A. The consent of independent auditors is attached as Exhibit 23.1 hereto.
(b)
Pro Forma Financial Information.
The unaudited pro
forma condensed combined financial information of Akerna, giving effect to the acquisition of 80.4% of the equity interest in
Solo, which includes the unaudited pro forma condensed combined balance sheet as of December 31, 2019, the unaudited pro forma
condensed combined statements of earnings for the year ended June 30, 2019 and for the six months ended December 31, 2019 and
the related notes, is filed as Exhibit 99.2.
23.1
|
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Consent of Marcum LLP, independent auditors of Solo
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99.1
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Solo’s audited financial statements as of December 31, 2019 and 2018 and for the two years then ended, the related notes thereto, and the independent auditors’ report thereon
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99.2
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The unaudited pro forma condensed combined financial information of Akerna, giving effect to the acquisition of Solo, which includes the unaudited pro forma condensed combined balance sheet as of December 31, 2019, the unaudited pro forma condensed combined statements of earnings for the year ended June 30, 2019 and for the six months ended December 31, 2019 and the related notes.
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SIGNATURES
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.
Dated: May 29,
2020
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AKERNA
CORP.
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|
|
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By:
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/s/
Jessica Billingsley
|
|
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Name:
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Jessica
Billingsley
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|
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Title:
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Chief Executive
Officer
|
2
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