UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.)

Check the appropriate box:

AKERNA CORP.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

Common stock, par value $0.0001 per share

5,790,609 shares of Akerna common stock

The proposed maximum aggregate value of the transaction was calculated based on $3.91 per share (the average of the high and low prices reported on the Nasdaq Stock Market on March 23, 2020.

PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION, DATED MARCH 30, 2020

To the Stockholders of Akerna Corp.:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Akerna Corp. (“Akerna,” “we,” “us,” “our,” or the “Company”), to be held at Akerna’s headquarters at 1630 Welton Street, Denver, Colorado 80202, on [●], at [●], Mountain Time to vote on matters related to two transactions.

As previously disclosed, on December 18, 2019, Akerna entered into an arrangement agreement (the “Agreement”) to acquire all of the issued and outstanding shares of Ample Organics Inc. (“Ample”) in a cash and stock acquisition. Under the terms of the Agreement and the plan of arrangement attached thereto, the aggregate consideration to be paid for Ample’s common and preferred shares consists of (1) CAD$7,500,000 in cash, (2) 3,294,574 redeemable preferred shares of 2732805 Ontario Inc., a company existing under the laws of the Province of Ontario and a wholly owned subsidiary of Akerna (“Purchaser”), which are exchangeable for shares of common stock, par value $0.0001 per share, of Akerna on a 1:1 basis (such redeemable preferred shares of Purchaser being the “Exchangeable Shares”), as determined in accordance with the Agreement (and the assumption of out-of-money warrants and options to acquire capital stock of Ample on the terms specified in the Agreement) and (3) contingent value rights to be issued pursuant to a rights indenture entitling the holders thereof to receive, subject to certain adjustments as set forth in the Agreement and the related plan of arrangement, an aggregate of up to CAD$10,000,000 of Exchangeable Shares that will be issued upon the occurrence of certain events set forth in the contingent value rights issued to Ample shareholders in the event that Ample achieves certain revenue targets as specified in the Agreement (the “CVR Shares”). As previously disclosed, on February 28, 2020, the Agreement was amended by that certain Amendment to the Arrangement Agreement (the “Amendment”) entered into by the parties. The Amendment primarily revised the Effective Date and Closing Date of the Arrangement (as later defined).

In relation to the Agreement, to satisfy Canadian legal requirements, the parties entered into a “Plan of Arrangement” pursuant to the Business Corporations Act, R.S.O. 1900, c. B.16, as amended, including the regulations promulgated thereunder (the “OCBA”). The “Arrangement” means the arrangement under the provisions of Section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement, as supplemented, modified or amended in accordance with Article 8 of the Plan of Arrangement.

Upon completion of the acquisition (and prior to the issuance of the CVR Shares, if any), former Ample stockholders would own approximately 20.3% of the outstanding shares of the combined company based on the number of Akerna and Ample common shares outstanding of 16,203,230.

The issuance of shares of Akerna common stock (the “Akerna Shares”), which are exchangeable for the Exchangeable Shares, requires the approval of Akerna stockholders under the requirements of the Nasdaq Stock Market Listing Rules. At the Special Meeting, you will be asked to consider and vote on a proposal to approve the issuance of Akerna Shares pursuant to the Agreement (the “Stock Issuance”). You will be asked to consider and vote on a proposal to approve the Arrangement and related Plan of Arrangement (the “Arrangement Approval”). The attached notice of the Special Meeting and proxy statement provide additional information about the proposed arrangement with Ample and the proposals for stockholder approval.

As previously disclosed, on November 25, 2019, Akerna entered into a stock purchase agreement (the “Solo SPA”) 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 would 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 Solo SPA was 1,950,000 Akerna Shares, less 570,000 Akerna Shares to be held in escrow subject to the satisfaction of certain conditions stipulated in the Solo SPA. This consideration may be subject to an adjustment no later than 120 days following the closing date.

On January 15, 2020, Akerna closed on the acquisition of 80.40% of the issued and outstanding capital stock of Solo (calculated on a fully diluted basis) pursuant to the Solo SPA.

The Solo SPA also contained an option for Akerna to purchase all (but not less than all) of the remaining 19.6% of the issued and outstanding capital stock of Solo, to be exercised within twelve months after the transaction closing date (the “Solo Option”). The Solo Option may be paid, at the sole option of Akerna, in either cash or Akerna Shares in an amount equal to either (1) if Akerna Shares are trading at an amount less than or equal to $16.00 per share, the greater of (i) 800,000 Akerna Shares or (ii) the difference between the number of Akerna Shares worth $20,000,000 valued at Market Price (as defined in the Solo SPA) and 1,950,000 Akerna Shares, or (2) if Akerna Shares are trading at more than $16.00 per share, the number of Akerna Shares equal to the (i) difference between (A) the product of the Market Price and 1,950,000 Akerna Shares and (B) $44,000,000, divided by (ii) the Market Price.

The issuance of Akerna Shares as consideration for the Solo Option requires the approval of Akerna stockholders under the requirements of the Nasdaq Stock Market Listing Rules. At the Special Meeting, you will be asked to consider and vote on a proposal to approve the issuance of shares of Akerna Shares to pay for the Solo Option pursuant to the Solo SPA. The attached notice of the Special Meeting and proxy statement provide additional information about the proposed transaction with Solo and the proposals for stockholder approval.

In connection with both transactions, the board of directors of Akerna (the “Akerna Board”) expects that it will increase its number of employees. Therefore, the Akerna Board believes an amendment to the 2019 Long Term Incentive Plan (the “Incentive Plan”) providing for an increase of 525,000 Akerna Shares would allow Akerna to properly incentivize new employees (the “Incentive Plan Amendment”). The Incentive Plan Amendment requires the approval of Akerna stockholders under the requirements of the Nasdaq Stock Market Listing Rules. The attached notice of the Special Meeting and proxy statement provide additional information about the proposed amendment and the proposals for stockholder approval. You will also be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the Special Meeting to approve the Stock Issuance, Arrangement Approval, Solo Option or Incentive Plan Amendment.

The Akerna Board expects that the acquisition of Ample and acquisition of the remaining shares of Solo will provide significant strategic and financial benefits to the stockholders of Akerna. The Akerna Board expects that both transactions will provide Akerna with a significant advantage as it accelerates its vision to create the preeminent global technology platform, addressing the entire supply chain and its regulatory bodies through accountability and transparency.

After careful consideration, the Akerna Board has unanimously determined that the proposed acquisition of Ample is advisable and in the best interests of Akerna and its stockholders and, subject to the approval by Akerna’s stockholders, authorized and approved the issuance of shares of Akerna Shares in accordance with the Agreement. The Akerna Board has unanimously determined that the proposal to approve the Arrangement and related Plan of Arrangement is advisable and in the best interest of Akerna and its stockholders. The Akerna Board has unanimously determined that the proposal to approve the Solo Option is advisable and in the best interest of Akerna and its stockholders. Further, the Akerna Board has unanimously determined that the proposal to amend the Incentive Plan is advisable and in the best interest of Akerna and its stockholders. Finally, the Akerna Board has also unanimously determined that the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, in the event that there are not sufficient votes at the time of the Special Meeting, is advisable and in the best interest of Akerna and its stockholders. The Akerna Board therefore unanimously recommends that you vote “FOR” the Stock Issuance proposal, the Arrangement Approval, the Solo Option, the Incentive Plan Amendment and the adjournment proposal.

Your vote is important. You are requested to carefully read the proxy statement for a more complete statement of matters to be considered at the Special Meeting.

By Order of the Board,

[date]

PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION, DATED MARCH 30, 2020

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
AKERNA CORP.
TO BE HELD ON [●]

To the Stockholders of Akerna Corp. (“Akerna,” “we,” “us,” “our,” or the “Company”):

We will hold a special meeting of the stockholders (the “Special Meeting”) at Akerna’s headquarters at 1630 Welton Street, Denver, Colorado 80202, on [●], at [●], Mountain Time, to consider and vote upon the following matters:

The Akerna Board unanimously recommends that you vote “FOR” the proposals listed above.

The board of directors of Akerna (the “Akerna Board”) has fixed the close of business on [●], as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting or at any adjournment or postponement thereof. The proxy statement is dated [●], and, together with the enclosed form of proxy card, is first being mailed to Akerna stockholders on or about [●].

Stockholders are cordially invited to attend the meeting in person. Whether or not you plan to be present at the meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or vote all of your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to attend the meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope, or vote over the telephone or Internet. Your vote is important.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on [●]:

The Notice of Special Meeting and Proxy Statement are available at https://ir.akerna.com/proxy-statement.

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Akerna Board to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the Notice of Availability of Proxy Materials to vote on the Internet. If you grant a proxy, you may revoke it at any time prior to the Special Meeting or vote in person at the Special Meeting. If you received this Proxy Statement in the mail, a return envelope is enclosed for your convenience.

PLEASE NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors unless you direct the nominee holder how to vote, by returning your proxy card or by following the instructions contained in the Notice of Availability of Proxy Materials to vote on the Internet.

VOTING BY TELEPHONE, INTERNET OR MAIL

Stockholders of record may submit their proxies:

Via the Internet. You may vote via the Internet by following the instructions on the proxy card. You will be asked to provide the company number and control number from the enclosed proxy card.

By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.

By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

In Person. Attend the Special Meeting and vote in person.

If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of four ways:

Via the Internet. You may vote via the Internet by following the instructions on the voting instruction form accompanying the proxy materials.

By Telephone. You may vote by proxy by calling the toll-free number found on the voting instruction form.

By Mail. You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.

In Person. You must obtain a legal proxy from the organization that holds your shares if you wish to attend the Special Meeting and vote in person.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Special Meeting. Akerna urges you to read carefully the remainder of this proxy statement because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement.

Q: Why am I receiving this document?

A: Akerna is delivering this document to Akerna stockholders to solicit proxies from Akerna stockholders to approve the Stock Issuance, Arrangement Approval, Solo Option, Incentive Plan Amendment and the adjournment proposal.

Q: What will happen in the Arrangement?

A: The Arrangement will combine the businesses of Akerna and Ample. Akerna’s wholly-owned Ontario corporation, 2732805 Ontario Inc. (the “Purchaser”), will acquire all right, title and interest in 100% of the issued and outstanding common shares and outstanding Class A Preferred Shares of Ample, being all the issued and outstanding equity securities of Ample (collectively, the “Ample Shares”). The consideration for the Ample Shares consists of (1) CAD$7,500,000 in cash, (2) 3,294,574 redeemable preferred shares of the Purchaser which are exchangeable for shares of common stock, par value $0.0001 per share, of Akerna on a 1:1 basis (such redeemable preferred shares of Purchaser being the “Exchangeable Shares”), as determined in accordance with the Agreement (and the assumption of out-of-money warrants and options to acquire capital stock of Ample on the terms specified in the Agreement) and (3) contingent value rights to be issued pursuant to a rights indenture entitling the holders thereof to receive, subject to certain adjustments as set forth in the Agreement and the related Plan of Arrangement, an aggregate of up to CAD$10,000,000 in Exchangeable Shares, in the event that Ample achieves certain revenue targets as specified in the Agreement.

Q: What will happen in the Solo Option?

A: Should Akerna decide to exercise the Solo Option, Akerna will acquire all (and not less than all) of the remaining 19.6% of the issued and outstanding capital stock of Solo. The Solo Option may be paid, at the sole option of Akerna, in either cash or shares of common stock in the authorized share capital of Akerna (“Akerna Shares”) in an amount equal to either (1) if Akerna Shares are trading at an amount less than or equal to $16.00 per share, the greater of (i) 800,000 Akerna Shares or (ii) the difference between the number of Akerna Shares worth $20,000,000 valued at Market Price (as defined in the Solo SPA) and 1,950,000 Akerna Shares, or (2) if Akerna Shares are trading at more than $16.00 per share, the number of Akerna Shares equal to the (i) difference between (A) the product of the Market Price and 1,950,000 Akerna Shares and (B) $44,000,000, divided by (ii) the Market Price.

Q: What is the Akerna 2019 Long Term Incentive Plan?

A: The purpose of the Incentive Plan is to enable Akerna to offer its employees, officers, directors and consultants whose past, present and/or potential future contributions to Akerna have been, are, or will be important to its success, an opportunity to acquire a proprietary interest in Akerna. The various types of incentive awards that may be provided under the Incentive Plan are intended to enable Akerna to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business. The Incentive Plan is administered by the compensation committee of the Akerna Board (the “Compensation Committee”) or by the full Akerna Board, which may determine, among other things, (1) the persons who are to receive awards, (2) the type or types of awards to be granted to such persons, (3) the number of shares of Akerna Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with the awards, (4) the terms and conditions of any awards, (5) whether, to what extent, and under what circumstances awards may be settled or exercised in cash, Akerna Shares, other securities, other awards or other property, or cancelled, forfeited, or suspended and the method or methods by which awards may be settled, exercised, cancelled, forfeited, or suspended, (6) whether, to what extent, and under what circumstances the delivery of cash, Akerna Shares, other securities, other awards or other property and other amounts payable with respect to an award, and (7) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Incentive Plan.

The Incentive Plan provides that in the event of a change of control event, (a) all of the then outstanding options and stock appreciation rights granted pursuant to the Incentive Plan will immediately vest and become immediately exercisable as of a time prior to the change in control and (b) any performance goal restrictions related to an award will be deemed achieved at 100% of target levels and all other conditions met as of a time prior to the change in control. In the event of the sale of all of Akerna’s assets or a change of control event, then the Compensation Committee may (1) accelerate the vesting of any and all stock options and other awards granted and outstanding under the Incentive Plan, (2) require a holder of outstanding options to relinquish such award to Akerna upon the tender by Akerna to holder of cash, stock or other property, or any combination thereof pursuant to the terms of the Incentive Plan and (3) terminate all incomplete performance periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been met based upon such information then available as it deems relevant and cause to be paid to the holder all or the applicable portion of the award based upon the Compensation Committee’s determination of the degree of attainment of performance goals, or on such other basis determined by the Compensation Committee.

The Akerna Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Incentive Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a holder under any agreement theretofore entered into hereunder, without the holder’s consent, except as set forth in this Incentive Plan or the agreement. Notwithstanding anything to the contrary herein, no amendment to the provisions of the Incentive Plan shall be effective unless approved by the stockholders of Akerna to the extent stockholder approval is necessary to satisfy any provision of the Akerna Ethics Code or other applicable law or the listing requirements of any national securities exchange on which Akerna’s securities are listed, including the Nasdaq Stock Market Listing Rules.

Q: Why did Akerna decide to enter into the Agreement with Ample?

A: Akerna believes that the Arrangement will provide strategic and financial benefits, including:

Q: Why did Akerna decide to enter into the Solo SPA with Solo?

A: Akerna believes that the Solo SPA and related Solo Option will provide strategic and financial benefits, including:

Q: Why does the Akerna Board wish to amend the Incentive Plan?

A: In connection with the transactions described in proposals 1, 2 and 3, Akerna expects that it will increase the number of its employees. Therefore, the Akerna Board believes an amendment to the Incentive Plan providing for an increase of 525,000 Akerna Shares would allow Akerna to properly incentivize these new employees.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held at Akerna’s headquarters at 1630 Welton Street, Denver, Colorado 80202, on [●], at [●], Mountain Time. Additional information relating to the Special Meeting is set forth beginning on page 40.

Q: Are there any risks in the Arrangement or Solo Option that I should consider?

A: Yes. There are risks associated with all business combinations, including the Arrangement and Solo Option. Certain of these risks and other risks are described in more detail under “Risk Factors” beginning on page 20.

Q: What are the holders of Akerna Shares being asked to vote on?

A: Holders of Akerna Shares are being asked to:

The Akerna Shares are listed on the Nasdaq Capital Market. Under Rule 5635(a) of the Nasdaq Manual, a company listed on the Nasdaq Capital Market is required to obtain stockholder approval prior to the issuance of common stock in connection with the acquisition of the stock or assets of another company if 20% or more of the common stock or voting power of the issuer outstanding before such issuance would be issued in connection with such acquisition. Under Rule 5635(c) of the Nasdaq Manual, a company listed on the Nasdaq Capital Market is required to obtain stockholder approval when an equity incentive plan pursuant to which officers, directors, employees or consultants may acquire stock is materially amended.

As of the record date of [●], 2020, there were [●] Akerna Shares outstanding.

Q: Am I being asked to vote to approve the Arrangement?

A: Yes.

Q: Am I being asked to vote to approve the Solo Option?

A: Yes.

Q: Am I being asked to vote to approve the Incentive Plan Amendment?

A: Yes.

Q: What is required to complete the Arrangement?

A: In order to complete the Arrangement, Akerna’s stockholders must approve Proposal 1, authorizing the Stock Issuance, and Proposal 2, authorizing the Arrangement. The Arrangement must also be approved by the Ontario Superior Court of Justice. In addition, all other conditions to the Arrangement set forth in the Agreement must be satisfied or waived. For a more complete discussion of the conditions to closing, see the section entitled “The Arrangement Agreement—Conditions to the Arrangement Becoming Effective” on page 87 of this proxy statement.

Ample will hold a separate meeting of its stockholders to obtain the required approval of the Arrangement.

Q: What is required to complete the Solo Option?

A: In order to complete the Solo Option, Akerna’s stockholders must approve Proposal 3, authorizing the issuance of Akerna Shares as consideration for the remaining Solo shares. In addition, all other conditions set forth in the Solo SPA must be satisfied or waived. For a more complete discussion of the conditions to closing, see the section entitled “The Solo SPA—Conditions to Effectiveness” on page 94 of this proxy statement.

Q: What is required to complete the Incentive Plan Amendment?

A: In order to amend the Incentive Plan, Akerna’s stockholders must approve Proposal 4, authorizing the Incentive Plan Amendment. For a more complete discussion of the Incentive Plan, see the section entitled “Summary—2019 Long Term Incentive Plan Summary” on page 13 of this proxy statement.

Q: Will Akerna stockholders receive any shares as a result of the Arrangement or Solo Option?

A: No. Akerna stockholders will continue to hold the Akerna Shares they currently own. However, as a result of the Stock Issuance and/or Solo Option, each outstanding Akerna Share immediately prior to the transactions will represent a smaller percentage of the aggregate number of Akerna Shares outstanding after the transactions, and each Akerna stockholder before the transactions will hold a smaller percentage of Akerna after them. However, the combined value of the companies (Akerna, Solo and Ample) will likely be greater after the closing of the Arrangement and Solo Option than the value of Akerna prior to the closing of the Arrangement and Solo Option.

Q: When do you expect to complete the Arrangement?

A: The Arrangement will be completed when all the conditions in the Agreement are satisfied (or, where permitted, waived). Such conditions are described further in “The Arrangement Agreement—Conditions to the Arrangement Becoming Effective” beginning on page 87. Assuming the requisite stockholder approvals of both companies are received, the approval of the Ontario Superior Court of Justice is received, and all other conditions are satisfied or waived, Akerna and Ample expect to complete the Arrangement before the end of the third quarter of 2020, although completion of the Arrangement cannot be assured by any particular date or at all.

Q: When do you expect to complete the Solo Option?

A: Subject to the terms and conditions of the Solo SPA, Akerna was granted, during the time period commencing on the closing date of the transaction (January 15, 2020) and ending on the twelve-month anniversary of such closing date (the “Option Period”) the option to purchase all (but not less than all) remaining Solo shares; provided, that Akerna obtain the approval of its stockholders to the exercise of such Solo Option prior to exercising such option.

Q: Am I entitled to appraisal or dissenters’ rights for the Arrangement or the Solo Option?

A: No. Akerna stockholders are not entitled to appraisal or dissenters’ rights in connection with the Arrangement or the Solo Option.

Q: Are the Arrangement or the Solo Option expected to be taxable to stockholders?

A: Akerna’s existing stockholders will simply retain their Akerna Shares, and accordingly there will be no material U.S. federal income tax consequences to Akerna’s existing stockholders resulting from the issuance of Akerna Shares in the Arrangement or the Solo Option.

Q: Who is eligible to vote at the Special Meeting?

A: Only Akerna’s stockholders’ proxies are being solicited. We are not soliciting any proxies or votes from Ample or Solo stockholders through this proxy statement. If you are an Ample or Solo stockholder and are not an Akerna stockholder as of the record date, and you have received or gained access to this proxy statement, you should disregard it completely and should not treat it as any solicitation of your proxy, vote or support on any matter. If you are an Akerna stockholder as of the record date and an Ample stockholder or Solo stockholder, you should treat this proxy statement as soliciting only your proxy with respect to your Akerna Shares, and should not treat it as an offer or invitation to subscribe or purchase Akerna Shares or as a solicitation of your proxy, vote or support on any matter with respect to your Ample shares or Solo shares.

Holders of Akerna Shares as of the close of business on [●], the record date for the Special Meeting, are eligible to vote. As of the close of business on the record date, there were [●] Akerna Shares outstanding and entitled to vote at the Special Meeting.

Q: How many votes do Akerna’s officers and directors have?

A: As of the record date, directors and executive officers of Akerna as a group beneficially owned and were entitled to vote approximately 1,879,952 Akerna Shares, representing approximately 15% of the shares of Akerna Shares issued and outstanding. All of the directors and executive officers of Akerna who are entitled to vote at the Special Meeting have advised Akerna that they intend to vote their Akerna Shares in favor of each of the proposals and the directors and executive officers have entered into agreements obligating them to do so.

Q: What vote is required to approve the Stock Issuance, the Arrangement Approval, the Solo Option, the Incentive Plan Amendment and related matters?

A: For Akerna, assuming a quorum is present:

Additional information on the vote required to approve the Stock Issuance, Arrangement Approval, Solo Option, Incentive Plan Amendment, adjournment proposal and related matters is located on page 41.

Q: Why is my vote important? What happens if I don’t vote?

A: In order to complete the transactions as specified above, Akerna stockholders must approve the Stock Issuance, Arrangement Approval, Solo Option and Incentive Plan Amendment. If you submit an “Abstain” vote or fail to vote (either in person or by proxy), your shares will be treated as present and thus have the same effect as an “AGAINST” vote on the Stock Issuance, Arrangement Approval, Solo Option, Incentive Plan Amendment and the adjournment proposals, and consequently will have a negative effect on the outcome of the vote.

If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), the broker, bank or other holder of record who holds your Akerna Shares will have authority to vote on “routine” proposals. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the Stock Issuance, Arrangement Approval, Solo Option and the Incentive Plan Amendment. As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.” The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted will NOT be counted as “FOR” or “AGAINST” and will NOT have an effect on the proposals before the Special Meeting.

Q: How does the Akerna Board recommend that I vote?

A: The Akerna Board unanimously recommends that you vote “FOR” the Stock Issuance, Arrangement Approval, Solo Option, Incentive Plan Amendment and, if necessary or appropriate, “FOR” the adjournment of the Special Meeting to solicit additional proxies.

Q: Do any executive officers or directors of Akerna have interests in the Arrangement, the Solo Option or the issuance of Akerna Shares in relation to the Arrangement or Solo Option that may be different from, or in addition to, those of other stockholders?

A: None of Akerna’s directors or executive officers have any substantial financial interest, direct or indirect, in the Arrangement, the Solo Option or the issuance of Akerna Shares in relation to the Arrangement or Solo Option, other than being a director or executive officer and a stockholder of Akerna.

Q: What agreements have Akerna officers and directors entered into in connection with the Arrangement?

A: Each of the officers and directors of Akerna has entered into voting support agreements obligated them to vote in favor of the transaction.

Q: What agreements have Akerna officers and directors entered into in connection with the Solo Option?

A: Each of the officers and directors of Akerna has indicated that they intend to vote in favor of the Solo Option, although they have not entered into an agreement obligating them to do so.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your proxy card, accessing the Internet website listed on your proxy card or by completing, signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Special Meeting. For information on how to vote your shares in person at the Special Meeting, see “Can I attend the Special Meeting and vote my shares in person?” below.

Q: How will my proxy be voted?

A: If you vote by telephone, over the Internet, or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. The proxy confers discretionary authority to the named proxies. Accordingly, if you complete, sign, date and return your proxy card and do not indicate how you want to vote, your shares will be voted “FOR” the approval of the Stock Issuance, “FOR” the approval of the Arrangement Approval, “FOR” the approval of the Solo Option, “FOR” the approval of the Incentive Plan Amendment, and, if necessary or appropriate, “FOR” the adjournment of the Special Meeting to solicit additional proxies.

Q: If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

A: No. Brokers are not authorized to vote the shares that they hold for your benefit on non-routine matters, such as the proposals set forth in this proxy statement. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote them on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker to see if the broker offers telephone or Internet voting.

All stockholder are urged to have their voices heard on this important matter---please vote your shares today.

Q: Can I attend the Special Meeting and vote my shares in person?

A: Yes. All holders of Akerna Shares, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the Special Meeting. Holders of record of Akerna Shares as of the record date can vote in person at the Special Meeting. If you are not a stockholder of record, you must obtain a valid proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the Special Meeting.

If you plan to attend the Special Meeting, you must hold your shares in your own name, have a letter or recent brokerage statement from the record holder of your shares confirming your ownership or have a valid proxy authorizing you to vote shares at the meeting, and you must bring a form of personal photo identification with you in order to be admitted. Akerna reserves the right to refuse admittance to anyone without proper proof of share ownership, proper authorization to vote shares, or proper photo identification.

Q: What does it mean if I receive more than one set of materials?

A: This means you own Akerna Shares that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own postage-paid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

Q: What constitutes a quorum for the Special Meeting?

A: The presence in person or by proxy of the holders of record of a majority of the issued and outstanding Akerna Shares entitled to vote at the Special Meeting constitutes a quorum under Akerna’s amended and restated bylaws. Akerna will treat shares of common stock represented by a properly signed and returned proxy, including abstentions, as present at the Special Meeting for the purposes of determining the existence of a quorum. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

Q: What can I do if I want to change or revoke my vote?

A: Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote by completing, signing, dating and returning a new proxy card with a later date, by calling the toll-free number, if any, listed in your proxy materials or by accessing the Internet website, if any, listed in your proxy materials, in either case by 11:59 p.m. Eastern Time on the business day before the day of the Special Meeting or by attending the Special Meeting and voting by ballot at the Special Meeting. You may also revoke your proxy card by sending a notice of revocation, which must be received prior to the Special Meeting, to Akerna Corp., Attention: Secretary, 1630 Welton Street, Denver, Colorado 80202.

If you hold your shares in “street name,” and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q: Whom should I call if I have questions about the Special Meeting, the Arrangement, the Solo Option or the Incentive Plan Amendment?

A: You should call Advantage Proxy, Akerna’s proxy solicitor, at (206) 870-8565, or Akerna’s corporate secretary at (888) 932-6537.

SUMMARY

This proxy statement is being furnished to the stockholders of Akerna in connection with the solicitation of proxies by Akerna’s board of directors (the “Akerna Board”) for use at the Special Meeting of the Stockholders (the “Special Meeting”) to be held on [●] at [●], Mountain Time, and at any reconvened meeting following any adjournment or postponement thereof. The meeting will be held at our corporate headquarters, 1630 Welton Street, Denver, Colorado 80202.

The following summary highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, you are urged to read carefully this entire proxy statement, including the attached annexes, and the other documents to which this proxy statement refers you in order for you to fully understand the proposals described in this summary. See “Where You Can Find More Information” beginning on page 114 of this proxy statement. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail.

The functional currency of Akerna and Solo is the United States dollar. Unless otherwise specified, all references to “dollars,” “$,” “USD” or “US$” shall mean U.S. dollars. Ample Organics Inc. (“Ample”) uses the Canadian dollar (“CAD$”) as its functional currency.

The Companies (Page 61)

Meeting of Akerna Stockholders (Page 40)

At the Special Meeting, Akerna stockholders will vote on the following matters:

Proposal 1— a proposal to approve, as required by Rule 5635 of the Nasdaq Manual, the issuance of an amount of shares of Akerna common stock in connection with the Arrangement contemplated by the Arrangement Agreement, dated as of December 18, 2019 (the “Agreement”) and the Plan of Arrangement attached thereto, by and among Akerna, Ample Organics Inc. (“Ample”), 2732805 Ontario Inc., a company existing under the laws of the Province of Ontario and wholly-owned subsidiary of Akerna (“Purchaser”) and John Prentice, in his capacity as shareholder representative. If approved, (i) 3,294,574 shares of Akerna common stock (“Akerna Shares”) will be approved for issuance in exchange for 3,294,574 redeemable preferred shares of the Purchaser on a 1:1 basis (such redeemable preferred shares of Purchaser being the “Exchangeable Shares”), and (ii) up to CAD$10,000,000 of Akerna Shares that will be issued upon the occurrence of certain events set forth in the contingent value rights issued to Ample shareholders (the “CVR Shares,” collectively with the Exchangeable Shares, the “Stock Issuance”);

The Akerna Board recommends a vote “FOR” this proposal.

Proposal 2— a proposal to approve the Arrangement (the “Arrangement Approval”);

The Akerna Board recommends a vote “FOR” this proposal.

Proposal 3— a proposal to approve, as required by Rule 5635 of the Nasdaq Manual, the issuance of 800,000 Akerna Shares in connection with the Solo Option as contemplated by the stock purchase agreement, dated as of November 25, 2019 (the “Solo SPA”), by and among Akerna, 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. If approved, up to 800,000 Akerna Shares will be approved for issuance in exchange for all (but not less than all) of the remaining 19.6% of the issued and outstanding capital stock of Solo;

The Akerna Board recommends a vote “FOR” this proposal.

Proposal 4— a proposal to approve an amendment to the Incentive Plan to increase the number of Akerna Shares reserved for issuance under the Incentive Plan by 525,000 shares, resulting in an aggregate of 1,565,038 Akerna Shares reserved under the Incentive Plan (the “Incentive Plan Amendment”);

The Akerna Board recommends a vote “FOR” this proposal.

Proposal 5— a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal 1, 2, 3 or 4;

The Akerna Board recommends a vote “FOR” this proposal.

Conduct other business that may properly come before the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be held at the Akerna’s headquarters at 1630 Welton Street, Denver, Colorado 80202, on [●], at [●], Mountain Time.

Record Date

The record date for the Special Meeting is [●].

Required Vote (Page 41)

Each Akerna Share is entitled to one vote on each matter to be voted upon at the Special Meeting. The presence in person or by proxy of the holders of record of a majority of the issued and outstanding Akerna Shares entitled to vote at the Special Meeting constitutes a quorum under Akerna’s amended and restated bylaws. Votes “FOR” and “AGAINST” or “WITHHOLD,” and abstentions will all be counted as present to determine whether a quorum has been established.

Approval of the Stock Issuance requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Special Meeting and entitled to vote.

Approval of the Arrangement the affirmative vote of a majority of the votes present in person or represented by proxy at the Special Meeting and entitled to vote.

Approval of the Solo Option requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Special Meeting and entitled to vote.

Approval of the Incentive Plan Amendment requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Special Meeting and entitled to vote.

Approval of, if appropriate, the adjournment requires the affirmative vote of a majority of votes present in person or represented by proxy at the Special Meeting and entitled to vote.

Akerna’s Reasons for the Arrangement and the Solo Option (Pages 48 and 59)

The Akerna Board expects both transactions to provide significant strategic and financial benefits to the stockholders of Akerna, including:

Following closing of the two acquisitions, Akerna, Ample and Solo will be combined to create a larger, more diversified cannabis compliance technology provider.

Opinion of Financial Advisor to the Akerna Board (Page 49)

Akerna retained Cowen and Company, LLC (“Cowen”) to act as its exclusive financial advisor and to render an opinion to the Akerna Board as to the fairness, from a financial point of view, to Akerna of the consideration paid in the Arrangement.

On December 17, 2019, Cowen delivered certain of its written analyses and its oral opinion to the Akerna Board, subsequently confirmed in writing as of the same date, to the effect that and subject to the various assumptions, qualifications and limitations set forth therein, as of December 17, 2019, the consideration paid in the Arrangement was fair, from a financial point of view, to Akerna.

The full text of the written opinion of Cowen, dated December 17, 2019, is attached as Annex C and is incorporated by reference. Holders of Akerna Shares are urged to read the opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Cowen. The summary of the written opinion of Cowen set forth herein is qualified in its entirety by reference to the full text of such opinion. Cowen’s analyses and opinion were prepared for and addressed to the Akerna Board are directed only to the fairness, from a financial point of view, of the consideration paid in the Arrangement, and do not constitute an opinion as to the merits of the Arrangement or a recommendation to any stockholder as to how to vote on the proposed proposals. The consideration paid in the Arrangement was determined through negotiations between Akerna and Ample and not pursuant to recommendations of Cowen.

Security Ownership of Certain Beneficial Owners and Management of Akerna Shares (Page 109)

As of the record date, directors and executive officers of Akerna as a group beneficially owned and were entitled to vote approximately 1,879,952 Akerna Shares, representing approximately 15% of the Akerna Shares issued and outstanding. All of the directors and executive officers of Akerna who are entitled to vote at the Special Meeting have advised Akerna that they intend to vote their Akerna Shares in favor of each of the proposals, and the directors and executive officers have entered into agreements obligating them to do so.

The Arrangement Agreement (Page 86)

The terms and conditions of the Arrangement are contained in the Agreement, which is attached to this proxy statement as Annex A. We encourage you to read the Agreement carefully, as it is the legal document that governs the Arrangement. Capitalized terms used in this section and not otherwise defined have the meanings ascribed to them in the Agreement.

Arrangement Consideration (Page 86)

The consideration paid for Ample’s common and preferred shares consists of (1) CAD$7,500,000 in cash, (2) 3,294,574 Exchangeable Shares, which are exchangeable Akerna Shares on a 1:1 basis, as determined in accordance with the Agreement (and the assumption of out-of-money warrants and options to acquire capital stock of Ample on the terms specified in the Agreement) and (3) contingent value rights to be issued pursuant to a rights indenture entitling the holders thereof to receive, subject to certain adjustments as set forth in the Agreement and the related plan of arrangement, an aggregate of up to CAD$10,000,000 in Exchangeable Shares, in the event that Ample achieves certain revenue targets as specified in the Agreement.

Conditions to the Arrangement Becoming Effective (Page 87)

The respective obligations of Ample and Akerna to complete the Arrangement are subject to the satisfaction or mutual waiver of the following conditions:

Non-Solicitation (Page 89)

The Agreement contains customary non-solicitation covenants that prohibit Ample or any of its representatives from soliciting an alternative proposal or entering into, engaging in, continuing or participating in any discussion or negotiations, with any person regarding an alternative proposal.

Termination (Page 91)

The Solo Option (Page 93)

The terms and conditions of the Solo Option are contained in the Solo SPA, which is attached to this proxy statement as Annex D. We encourage you to read the Solo SPA carefully, as it is the legal document that governs the Solo Option. Capitalized terms used in this section and not otherwise defined have the meanings ascribed to them in the Solo SPA.

Solo Option Consideration (Page 93)

The Solo SPA also contained an option for Akerna to purchase all (but not less than all) of the remaining 19.6% of the issued and outstanding capital stock of Solo, to be exercised within twelve months after the transaction closing date (the “Solo Option”). The Solo Option may be paid, at the sole option of Akerna, in either cash or Akerna Shares in an amount equal to either (1) if Akerna Shares are trading at an amount less than or equal to $16.00 per share, the greater of (i) 800,000 Akerna Shares or (ii) the difference between the number of Akerna Shares worth $20,000,000 valued at Market Price (as defined in the Solo SPA) and 1,950,000 Akerna Shares, or (2) if Akerna Shares are trading at more than $16.00 per share, the number of Akerna Shares equal to the (i) difference between (A) the product of the Market Price and 1,950,000 Akerna Shares and (B) $44,000,000, divided by (ii) the Market Price.

Exercise of the Solo Option (Page 94)

The procedure for Akerna to exercise the Solo Option is as follows: Akerna must exercise its purchase option during the time period commencing on the closing date of the Solo transaction and ending on the twelve-month anniversary of the closing date (the “Option Period”) by giving written notice. The date of Akerna’s or the Solo shareholders’ receipt of such notice shall be the “Date of Exercise”. The Solo Option closing will take place at 10:00 A.M. Eastern Standard Time on the date which is no later than sixty days after the Date of Exercise (the “Akerna Option Closing Date”) or at such other date and place as is mutually agreed upon by the parties.

Repurchase Option (Page 96)

In the event the Solo Option is not exercised by the Akerna during the Option Period and consummated within ninety days after the Date of Exercise, Akerna granted to the Solo shareholders, during the time period commencing on the day following the expiration of the Option Period and ending on the three month anniversary of such date (the “Repurchase Option Period”), the option to purchase an amount between 40% and 55% of the issued and outstanding capital stock of Solo (the “Repurchase Shares”) from Akerna (the “Repurchase Option”) for the Shareholder Repurchase Price (as defined below). All of such Repurchase Shares would be delivered free of liens, encumbrances or options. Such Solo shareholders may exercise the Repurchase Option by delivering written notice of exercise to Akerna, along with proof of a bona fide financing offer, within the Repurchase Option Period. The date of Akerna’s receipt of such notice shall be the “Repurchase Date of Exercise.” The “Shareholder Repurchase Price” will equal the lesser of (1) the product of (X) $20,000,000 and (Y) the percentage of Solo’s shares to be repurchased from Akerna, or (2) the difference between (i) the product of (X) $20,000,000 and (Y) the percentage of Solo’s shares to be repurchased from Akerna and (ii) the product of (A) 1,950,000 Akerna Shares and (B) $8.00 minus the Market Price.

Interests of Akerna’s Executive Officers and Directors in the Arrangement and Solo Option

None of Akerna’s directors or executive officers has any substantial financial interest, direct or indirect, in the Arrangement, the Solo Option or the issuance of Akerna Shares in relation to the Arrangement or Solo Option, other than being a director or executive officer and a stockholder of Akerna.

2019 Long Term Incentive Plan Summary

The purpose of the Incentive Plan is to enable Akerna to offer its employees, officers, directors and consultants whose past, present and/or potential future contributions to Akerna have been, are, or will be important to its success, an opportunity to acquire a proprietary interest in Akerna. The various types of incentive awards that may be provided under the Incentive Plan are intended to enable Akerna to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business. The Incentive Plan is administered by the compensation committee of the Akerna Board (the “Compensation Committee”) or by the full Akerna Board, which may determine, among other things, (1) the persons who are to receive awards, (2) the type or types of awards to be granted to such persons, (3) the number of Akerna Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with the awards, (4) the terms and conditions of any awards, (5) whether, to what extent, and under what circumstances awards may be settled or exercised in cash, Akerna Shares, other securities, other awards or other property, or cancelled, forfeited, or suspended and the method or methods by which awards may be settled, exercised, cancelled, forfeited, or suspended, (6) whether, to what extent, and under what circumstances the delivery of cash, Akerna Shares, other securities, other awards or other property and other amounts payable with respect to an award, and (7) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Incentive Plan.

The Incentive Plan provides that in the event of a change of control event, (i) all of the then outstanding options and stock appreciation rights granted pursuant to the Incentive Plan will immediately vest and become immediately exercisable as of a time prior to the change in control and (ii) any performance goal restrictions related to an award will be deemed achieved at 100% of target levels and all other conditions met as of a time prior to the change in control. In the event of the sale of all of Akerna’s assets or a change of control event, then the Compensation Committee may (1) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Incentive Plan; (2) require a holder of outstanding options to relinquish such award to Akerna upon the tender by Akerna to holder of cash, stock or other property, or any combination thereof pursuant to the terms of the Incentive Plan and (3) terminate all incomplete performance periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been met based upon such information then available as it deems relevant and cause to be paid to the holder all or the applicable portion of the award based upon the Compensation Committee’s determination of the degree of attainment of performance goals, or on such other basis determined by the Compensation Committee.

The Akerna Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Incentive Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a holder under any agreement theretofore entered into hereunder, without the holder’s consent, except as set forth in this Incentive Plan or the agreement. Notwithstanding anything to the contrary herein, no amendment to the provisions of the Incentive Plan shall be effective unless approved by the stockholders of Akerna to the extent stockholder approval is necessary to satisfy any provision of the Ethics Code or other applicable law or the listing requirements of any national securities exchange on which Akerna’s securities are listed. 

Description of Akerna’s Common Stock

Akerna’s authorized share capital consists of 75,000,000 Akerna Shares, $0.0001 par value per share, of which [●] Akerna Shares are issued and outstanding as of the record date and 5,000,000 shares of preferred stock, $0.0001 par value per share, of which none are issued and outstanding. Akerna is a Delaware corporation and its affairs are governed by its Amended and Restated Certificate of Incorporation and Amended and Restated By-laws.

The Akerna Shares are listed on the Nasdaq Capital Market under the symbol “KERN”.

All outstanding Akerna Shares are of the same class and have equal rights and attributes. The holders of Akerna Shares are entitled to one vote per share on all matters submitted to a vote of stockholders. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, all stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Akerna Board out of funds legally available. Subject to the prior rights of creditors of the corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the corporation, in the event of liquidation, the holders of Akerna Shares are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative, preemptive rights, or subscription rights.

Further, under the Agreement, Akerna agreed to cause the Purchaser to create a special voting share prior to the Effective Time (as later defined). Such special voting share will be a certificated share in the capital of Akerna to be deposited with Odyssey Trust Company (the “Trustee”) selected by Akerna pursuant to the Voting and Exchange Trust Agreement, which, at any time, entitles the Trustee to that number of votes at meetings of holders of Akerna Shares equal to the number of Exchangeable Shares outstanding at such time (excluding any Exchangeable Shares held by Akerna or any affiliate) (the “Special Voting Share”). At the Effective Time, the Voting and Exchange Trust Agreement will be entered into by and among Akerna, Purchaser, 2732804 Ontario Inc., a subsidiary of Akerna incorporated under the laws of Ontario and the Trustee. With respect to all meetings of shareholders of Akerna at which holders of Akerna Shares are entitled to vote, each registered holder of Exchangeable Shares (each, a “Beneficiary”) shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes equal to the “Equivalent Vote Amount” (with respect to any matter, proposition, proposal or question on which holders of Akerna Shares are entitled to vote, consent or otherwise act, the number of votes to which a holder of one Akerna Share is entitled with respect to such matter, proposition or question) for each Exchangeable Share owned of record by such Beneficiary at the close of business on the record date established by Akerna or by applicable law for such meeting, in respect of each matter, question, proposal or proposition to be voted on at such meeting. In sum, certain voting rights will be vested in and exercisable by the Trustee, including the right to consent to or vote in person or by proxy the Special Voting Share, on any matter, question, proposal or proposition whatsoever that may properly come before the Akerna stockholders at an Akerna special meeting.

Terms of the Contingent Value Rights and Rights Indenture

Pursuant to the Agreement, each Ample shareholder immediately prior to the time at which the Arrangement becomes effective on the Closing Date (the “Closing Time”) (other than Ample shareholders that validly exercised dissent rights in connection with the Arrangement) will be entitled to one CVR at the Closing Time. Each CVR entitles the holder thereof to receive that portion of Deferred Consideration (as defined in the Agreement) that the initial holder of such CVR is entitled to receive in its capacity as an Ample shareholder. The amount of the entitlement attaching to each CVR will be determined in accordance with the Arrangement and with reference to the shareholder register of Ample.

In the event that Ample’s recurring revenue derived from or associated with Ample’s core seed-to-sale, AmpleCentral and “Last Call Analytics” products (“Recurring Revenue”) is equal to or more than CAD$9,000,000 during the period beginning on the Effective Date (as later herein defined) and ending on the date that is 12 months after the Effective Date, each CVR will entitle the holder to additional Exchangeable Shares in the aggregate value of CAD$10,000,000. In the event the Recurring Revenue is less than CAD$9,000,000, the amount of Deferred Consideration will be reduced by an amount equal to the product of CAD$6.67 multiplied by the difference between CAD$9,000,000 and the amount of Recurring Revenue (up to a maximum reduction of CAD$10,000,000).

The aggregate number of additional Exchangeable Shares to be issued in respect of all CVRs shall be equal to the quotient obtained by dividing: (i) the amount of the Deferred Consideration payable, divided by (ii) the 20-day volume weighted average price of the Akerna Shares (converted to Canadian dollars from US dollars using the exchange rate applicable on the Deferred Consideration payment date) as quoted on the Nasdaq Stock Market on the last trading day immediately preceding the Deferred Consideration payment date. 

All issued and outstanding CVRs shall rank parri passu.

No certificates or other entitlements to fractional Exchangeable Shares shall be issued to any holder of CVRs, and any holder otherwise entitled to a fractional interest in an Exchangeable Share will receive the nearest whole number of Exchangeable Shares (with fractions equal to or greater than 0.5 being rounded up and fractions less than 0.5 being rounded down).

The CVRs shall, as at the Termination Date of the Rights Indenture (as defined in the Agreement), be null and void and of no effect. The “Termination Date” is the date that Akerna and Purchaser fully pay to the holders of CVRs all Deferred Consideration to which such holders are entitled (if any).

Transfer of CVRs

The CVRs may only be transferred in certain limited circumstances. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the CVRs shall be void and of no effect unless the terms of the Rights Indenture and all applicable securities legislation and regulatory requirements are complied with.

Covenants of Akerna and Purchaser

Among other covenants, Akerna and Purchaser have agreed to the following covenants in the Rights Indenture. If Akerna and Purchaser fail to perform the covenants, the Rights Agent (as defined in the Agreement) may perform the covenants:

The foregoing summary of certain terms of the CVRs and the Rights Indenture that may be entered into among Akerna, Purchaser, the Shareholder Representative and the Rights Agent is qualified in its entirety by the full text of the Rights Indenture.

Questions

If you would like to receive additional copies of this proxy statement, without charge, or if you have questions about the meeting, including the procedures for voting your shares, you should contact us at: Akerna Corp., Attention: Secretary, 1630 Welton Street, Denver, Colorado 80202, or by calling (888) 932-6537 or contact Advantage Proxy at (206) 870-8565. 

Selected Historical Consolidated Financial Data of Akerna

The following table sets forth selected consolidated financial data for Akerna. The selected consolidated financial data as of and for the years ended June 30, 2018 and 2019 have been derived from, and are qualified by reference to, Akerna’s audited consolidated historical financial statements and related notes appearing elsewhere in this proxy statement. The selected consolidated financial data as of and for the six months ended December 31, 2018 and 2019 have been derived from, and are qualified by reference to, Akerna’s unaudited condensed consolidated historical financial statements and related notes appearing elsewhere in this proxy statement. The summary financial data for the six months ended December 31, 2018 and 2019 are unaudited, but in the opinion of Akerna’s management reflect all adjustments of a normal recurring nature necessary for a fair statement of Akerna’s financial position and results of operations at the dates and for the periods indicated.

Akerna’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future, and results for any interim period are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year.

You should read this selected historical consolidated financial data of Akerna in conjunction with the section entitled “Information About the Companies—Management’s Discussion and Analysis of Akerna’s Financial Condition and Results of Operations” and with Akerna’s consolidated financial statements and the related notes to those financial statements starting on page F.1-1 to this proxy statement.

Selected Historical Consolidated Financial Data of Ample

The following tables set forth the selected historical consolidated financial and operating data for Ample. The selected consolidated statement of operations data for the fiscal years ended December 31, 2018 and 2019 and the selected balance sheet data as of December 31, 2018 and 2019 are derived from Ample’s unaudited consolidated financial statements included elsewhere in this proxy statement. Ample’s unaudited consolidated financial data, in the opinion of Ample’s management, reflect all adjustments of a normal recurring nature necessary for a fair statement of Ample’s financial position and results of operations at the dates and for the periods indicated. All financial information is presented in Canadian dollars and has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (or “IFRS”). 

Ample’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future, and results for any period are not necessarily indicative of results that may be expected for any other period.

You should read this selected historical consolidated financial data of Ample in conjunction with the section entitled “Information About the Companies—Management’s Discussion and Analysis of Ample’s Financial Condition, Results of Operations, Properties and Other Information” and with Ample’s consolidated financial statements and the related notes to those financial statements starting on page F.2-1 to this proxy statement.

Selected Historical Consolidated Financial Data of Solo

The following tables set forth the selected historical consolidated financial and operating data for Solo. The selected consolidated statement of operations data for the fiscal years ended December 31, 2018 and 2019 and the selected balance sheet data as of December 31, 2018 and 2019 are derived from Solo’s unaudited consolidated financial statements included elsewhere in this proxy statement. Solo’s unaudited consolidated financial data, in the opinion of Solo’s management, reflect all adjustments of a normal recurring nature necessary for a fair statement of Solo’s financial position and results of operations at the dates and for the periods indicated.

Solo’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future, and results for any period are not necessarily indicative of results that may be expected for any other period.

You should read this selected historical consolidated financial data of Ample in conjunction with the section entitled “Information About the Companies—Management’s Discussion and Analysis of Solo’s Financial Condition, Results of Operations, Properties and Other Information” and with Solo’s consolidated financial statements and the related notes to those financial statements starting on page F.3-1 to this proxy statement.

Unaudited Pro Forma Financial Information

The following table sets forth selected historical financial information of Akerna, Ample and Solo and unaudited pro forma financial information after giving effect to the acquisitions of Ample and Solo and the exercise of the Solo Option.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contain or may contain forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “can,” “expect,” “believe,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” “assume,” “guide,” “target,” “forecast,” “is confident that” and “seek” or the negative of such terms or other variations on such terms or comparable terminology.

Such forward-looking statements include, but are not limited to, statements about (1) the timing and completion of the proposed transactions described in this proxy statement, (2) expectations as a result of the proposed transactions described in this proxy statement, (3) the ability to optimize technical and operational components of a future combined business, (4) capital resources, capitalization and ownership, including relationships with major stockholders and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the respective managements of Akerna, Ample and Solo and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially.

You should not place undue reliance on these forward-looking statements. Akerna does not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled “Risk Factors” beginning on page 20 of this proxy statement, as well as the following:

RISK FACTORS

You should carefully consider the following risk factors and all of the other information contained in this proxy statement, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” on page 19 and the annexes hereto, before deciding how to vote your shares on the proposals presented. If any of the risks described below, or elsewhere in this proxy statement, actually occur, the business, financial results, financial condition, operating results or stock price of Akerna or the combined company could be materially adversely affected.

Risks Relating to the Arrangement

The benefits of integrating the companies may not be realized.

To be successful after the Arrangement, Akerna will need to combine and integrate the operations of Akerna and Ample. Integration will require substantial management attention and could detract attention from the day-to-day business of the combined company. Akerna could encounter difficulties in the integration process, such as the need to revisit assumptions about future production, revenues, capital expenditures and operating costs, including synergies, the loss of key employees or commercial relationships or the need to address unanticipated liabilities. If Akerna cannot integrate the Akerna and Ample businesses successfully, it may fail to realize the expected benefits of the Arrangement.

Failure to complete the Arrangement or delays in completing the Arrangement could negatively affect Akerna’s stock price and Akerna’s and Ample’s future businesses and operations.

If the Arrangement is not completed for any reason, Akerna and Ample may be subject to a number of risks, including the following:

Delays in completing the Arrangement could exacerbate uncertainties concerning the effect of the Arrangement, which may have an adverse effect on the business following the Arrangement and could defer or detract from the realization of the benefits expected to result from the Arrangement.

Akerna stockholders will suffer immediate dilution to their equity and voting interests as a result of the Stock Issuance.

In connection with the Arrangement, Purchaser will issue up to 3,294,574 Exchangeable Shares which are exchangeable for Akerna Shares, on a 1:1 basis. Further, the transaction consideration also consists of an aggregate of up to CAD$10,000,000 worth of CVR Shares. Additionally, the Special Voting Share issued by Akerna will entitle the holder of record to that number of votes at meetings of holders of Akerna Shares equal to the number of Exchangeable Shares outstanding at such time (excluding any Exchangeable Shares held by Akerna or any affiliate). Immediately following the completion of the Arrangement (and prior to the issuance of the CVR Shares, if any), former Ample stockholders will own collectively approximately 20.3% of the total number of Akerna Shares outstanding and the existing stockholders of Akerna will own approximately 79.7% of the outstanding Akerna Shares. Accordingly, the issuance of Akerna Shares in relation to the Arrangement will have the effect of reducing the percentage of equity and voting interest held by each of Akerna’s existing stockholders. Consequently, Akerna stockholders as a group will have less influence over the management and policies of the combined company after the Arrangement than they currently exercise.

If the Ample holders sell Akerna Shares received in the Arrangement, they could depress Akerna’s stock price.

If the Ample holders who receive Akerna Shares in the Arrangement, or other holders of Akerna Shares, sell significant amounts of Akerna Shares following the Arrangement, the market price of Akerna Shares could decrease. These sales may also make it more difficult for Akerna to sell equity securities or equity-related securities in the future at a time and at a price that Akerna otherwise would deem appropriate.

The unaudited pro forma condensed combined financials are presented for illustrative purposes only and may not be indicative of Akerna’s financial condition or results of operations following the Arrangement or the exercise of the Solo Option.

The pro forma financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of Akerna’s financial condition or results of operations following the Arrangement or the exercise of the Solo Option for several reasons. For example, the pro forma financial statements have been derived from the historical financial statements of Akerna,Ample and Solo, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Arrangement and option exercise by which each entity would become a part of the combined company. The information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy.

Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Arrangement and option exercise. For example, the impact of any incremental costs incurred in integrating the companies is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the Arrangement may differ significantly from these pro forma financial statements.

In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the Arrangement and option exercise. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the stock price of the combined company. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 26.

Akerna will incur significant transaction and combination-related costs in connection with the Arrangement.

Akerna and Ample expect to incur significant costs associated with the Arrangement and combining the operations of the two companies. Akerna’s fees and expenses related to the Arrangement include financial advisor fees, filing fees, legal and accounting fees, regulatory fees and mailing costs, some of which will be paid regardless of whether the Arrangement is completed. Such fees and expenses will reduce Akerna’s cash on hand. Furthermore, following the completion of the Arrangement, the combined company will incur costs associated with combining the operations of the two companies. However, it is difficult to predict the amount of these costs before the combined company begins the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from efforts to integrate the companies.

The fairness opinion obtained by Akerna from its financial advisors will not reflect changes in circumstances subsequent to the date of the fairness opinion.

Akerna obtained an opinion from its financial advisor regarding the fairness, from a financial point of view, that the aggregate consideration to by paid by Akerna pursuant to the Agreement was fair to Akerna. See “The Arrangement—Opinion of Financial Advisor to the Akerna Board” on page 49 of this proxy statement. The fairness opinion is provided as Annex C to this proxy statement. Such opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of Akerna, changes in Akerna’s stock price, changes in exchange rates, general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the fairness opinion is based, may materially alter or affect the fairness of the Arrangement to the stockholders of Akerna.

If Akerna fails to implement an effective system of internal controls with respect to Ample after the Arrangement, it may not be able to accurately report its financial results or prevent fraud and, as a result, its business could be harmed and current and potential stockholders could lose confidence in Akerna, which could cause Akerna’s value to fall.

If Akerna is not able to establish and maintain, effective internal controls with respect to Ample in a timely manner following the Arrangement or with adequate compliance, it may not be able to accurately report the financial results of the combined company or prevent fraud and might be subject to sanctions or investigation by, among others, the Nasdaq Capital Market. Any such action could harm its business or investors’ confidence in Akerna, and could cause its stock price to fall.

Risks Related to the Businesses of Akerna, Ample, Solo and the Combined Company

The combined company will require significant capital to fund its future operations, which may not be available on terms acceptable to Akerna or at all.

The continued operations of the combined company will be dependent on its ability to obtain financing through debt and equity financing, or generating sufficient cash flows from future operations. There is a risk that the combined company may not be able to access capital from debt or equity markets (or via any other forms of available financing) for future projects or developments, which could have a material adverse impact on the combined company’s business and financial condition. If, after the Arrangement or Solo Option are finalized, financing is undertaken through the issuance of new equity or equity-linked securities of the combined company other than on a pro rata basis, existing stockholders may experience additional dilution and the control of the combined company may change.

The combined company will face significant competitive risks from other companies in our industry.

In addition to Akerna's existing businesses, the businesses to be acquired as a result of the Arrangement and the Solo Option are highly competitive. The combined company will face competition from existing companies, which are capable of producing cannabis compliance software. Many of these companies are larger companies with greater financial resources than the combined company, which companies are more able to withstand price volatility, should the price of cannabis significantly decrease.

Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.

Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation legalizing cannabis use, or its sale and distribution, or the re-criminalization or restriction of cannabis at the state level could negatively impact the combines company’s business. Additionally, changes in applicable state and local laws or regulations could restrict the products and services that the combined company offers or impose additional compliance costs on the combined company or their customers. Violations of applicable laws, or allegations of such violations, could disrupt the combined company’s business and result in a material adverse effect on operations. We cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be materially adverse to either companies’ business.

The cannabis industry faces significant opposition, and any negative trends will adversely affect the combined company’s business operations.

Each of Akerna, Solo and Ample is substantially dependent on the continued market acceptance, and the proliferation of consumers, of medical and recreational cannabis. It is possible that with further legalization, cannabis may become more accepted, potentially resulting in a growth in consumer demand. However, we cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely affect the combined company’s business operations.

Large, well-funded business sectors may have strong economic reasons to oppose the development of the cannabis industry. For example, medical cannabis may adversely impact the existing market for the current “cannabis pill” sold by mainstream pharmaceutical companies. Should cannabis displace other drugs or products, the medical cannabis industry could face a material threat from the pharmaceutical industry, which is well-funded and possesses a strong and experienced lobby. Any inroads the pharmaceutical, or any other potentially displaced, industry or sector could make in halting or impeding the cannabis industry could have a detrimental impact on the combined company’s business.

The combined company’s operations are subject to government regulations and licensing.

The future operations of the combined company require licenses, permits or other approvals from various federal, state or local governmental authorities and such operations are or will be governed by laws and regulations. Current and possible future cannabis legislation, regulations and actions could prohibit the combined company’s operations or cause additional expense, capital expenditures, restrictions and delay the combined company’s operations, the extent of which cannot be predicted. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Hiring or retaining qualified people or obtaining all necessary services for Solo’s and/or Ample’s operations may be difficult.

Hiring or retaining qualified people or obtaining all necessary services for Solo’s and/or Ample’s operations may be difficult. It may be difficult to hire qualified people, or to retain service providers, with the requisite expertise who are situated in or willing to work in the relevant local jurisdiction at reasonable rates. If qualified people and services cannot be obtained in the relevant local jurisdiction, the combined company may need to obtain these services from people located outside such jurisdiction, which could result in delays and higher costs to the combined company to conduct its operations.

Risks Relating to the Novel Coronavirus 2019 (“COVID-19”) Disease

The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity.

A pandemic, including COVID-19 or other public health epidemic, poses the risk that we or our employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID19 could have on our business, the continued spread of COVID-19 and the measures taken by the governments of countries affected could disrupt supply chains and adversely impact our business, financial condition or results of operations. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions which could have an adverse effect on our business and financial condition. The Corporation is actively assessing and responding where possible to the potential impact of the COVID-19 pandemic. The extent to which the COVID-19 outbreak impacts our results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

CURRENCIES

In this proxy statement, unless otherwise specified or the context otherwise requires:

The functional currency of Akerna and Solo are U.S. dollars. Ample uses the Canadian dollar as its functional currency. See the section entitled “Exchange Rate Information” for additional information regarding the exchange rate between the Canadian dollar and the U.S. dollar.

EXCHANGE RATE INFORMATION

The following table shows, for the periods indicated, information concerning the exchange rate between U.S. dollars and Canadian dollars. The information in the following table is expressed in U.S. dollars per Canadian dollar and is based on the average exchange rate during the applicable period, as reported by the Bank of Canada.

On March 24, 2020, the latest practicable date for which such information was available prior to the printing of this proxy statement, the exchange rate was US$0.6901 per CAD$1.00. These conversions should not be construed as a representation that the U.S. dollar amounts actually represent, or could be converted into, Canadian dollars at the rates indicated.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of December 31, 2019 and the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2019 and six months ended December 31, 2019, are based on the historical financial statements of Akerna, Solo and Ample, after giving effect to the partial acquisition of Solo, the probable acquisition of Ample (“Acquisitions”), the probable exercise of Akerna’s option to acquire the remaining interest in Solo, and after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined statements of operations for the year ended June 30, 2019 and six months ended December 31, 2019 give effect to the Acquisitions as if they had occurred on July 1, 2018.

The unaudited pro forma condensed combined balance sheet as of December 31, 2019, gives effect to the Acquisitions as if they had occurred on December 31, 2019. The acquisition of Solo completed on January 15, 2020. The Akerna option to acquire the remaining interest in Solo has not been exercised. The acquisition of Ample has not closed.

The Acquisitions have been or will be accounted for pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. The total estimated consideration to be transferred, calculated as described in Note 1 to these unaudited pro forma condensed combined financial statements, is allocated to the net tangible assets and intangible assets of Solo and Ample acquired in connection with the acquisitions, based on their estimated fair values as of the date of the acquisition, and the excess is allocated to goodwill. We have made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed. The acquisition accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. We have made significant assumptions and estimates in determining the preliminary estimated purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change during the estimated purchase price allocation period (generally one year from the acquisition date) as we finalize the valuations of the net intangible assets. The final valuations of identifiable intangible assets, fixed assets and deferred revenue and associated tax effects may change significantly from our preliminary estimates. Differences between these preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated results of operations or financial position of Akerna that would have been reported had the Acquisitions been completed as of the dates presented and should not be taken as representative of the future consolidated results of operations or financial position of Akerna. The unaudited pro forma financial statements do not reflect any operating efficiencies and cost savings that Akerna may achieve, or any additional expenses that it may incur, with respect to the combined companies. 

The unaudited pro forma condensed combined financial statements, including the notes thereto should be read in conjunction with:

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2019

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2019

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2019

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2019

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019