Form: 8-K

Current report filing

June 12, 2020

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

  

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

  

Date of Report (Date of earliest event reported):  June 9, 2020

 

AKERNA CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39096   83-2242651
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

1630 Welton St., Denver, Colorado   80202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (888) 932-6537

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   KERN   NASDAQ Capital Market
Warrants to purchase one share of Common Stock   KERNW   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

  

 


Item 1.01. Entry into a Material Definitive Agreement.

 

As previously reported in the Current Report on Form 8-K (the “Prior 8-K”) for Akerna Corp. (the “Company”), the Company entered into a Securities Purchase Agreement (the “SPA”) with two institutional investors (each a “Holder” and collectively the “Holders”) to sell a new series of senior secured convertible notes (the “Convertible Notes”) of the Company in a private placement (the “Private Placement”) to the Holders, in the aggregate principal amount of $17,000,000.

 

On June 9, 2020, the Company issued the Convertible Notes to the Holders in an aggregate original principal amount of $17,000,000, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) under the 1933 Act, based in part on the representations of the Holders in the SPA.

 

In connection with the issuance of the Convertible Notes, on June 9, 2020, the Company entered into the Security and Pledge Agreement (the “Security Agreement”) with the lead investor, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for all holders of the Notes, as described in the Prior 8-K. On June 9, 2020, certain subsidiaries of the Company entered into the Guaranty Agreement with the Collateral Agent (the “Guaranty Agreement”), as described in the Prior 8-K, and certain shareholders of the Company entered into Voting Agreements with the Company (the “Voting Agreements”), as described in the Prior 8-K.

 

The material terms of the Convertible Notes, the Security Agreement, the Guaranty Agreement and the Voting Agreements were disclosed in Item 1.01 of the Prior 8-K, which is hereby incorporated by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

On June 9, 2020, the Company issued a press release (the “Press Release”) announcing the issuance of the Convertible Notes. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being “furnished”, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing that the Company makes under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
99.1   Press Release dated June 9, 2020

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AKERNA CORP.
 

 

 

  By: /s/ Jessica Billingsley
    Jessica Billingsley
    Chief Executive Officer
Dated:  June 12, 2020