Item 7.01. Regulation FD Disclosure.
As previously disclosed, on January 27, 2023, Akerna Corp., a Delaware
corporation ("Akerna"), entered into the Agreement and Plan of Merger with
Gryphon Digital Mining, Inc., a Delware corporation ("Gryphon") and Akerna
Merger Co.. a Delaware corporation and wholly-owned subsidiary of Akerna (such
transaction, the "Merger").
On February 15, 2023, Akerna and Gryphon issued a joint press release announcing
an update on the recent transaction. A copy of this press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, regardless of any
general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
99.1 Press Release of Akerna and Gryphon dated February 15, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material with
respect to the proposed transactions between Akerna and Gryphon and between
Akerna and POSaBIT. In connection with the proposed transactions, Akerna intends
to file relevant materials with the United States Securities and Exchange
Commission, or the SEC, including a registration statement on Form S-4 that will
contain a prospectus and a proxy statement. Akerna will mail the proxy
statement/prospectus to the Akerna stockholders, and the securities to be issued
pursuant to the prospectus may not be sold or exchanged until the registration
statement becomes effective. Investors and securityholders of Akerna and Gryphon
are urged to read these materials when they become available because they will
contain important information about Akerna, Gryphon and the proposed
transactions. This Current Report on Form 8-K is not a substitute for the
registration statement, definitive proxy statement/prospectus or any other
documents that Akerna may file with the SEC or send to securityholders in
connection with the proposed transactions. Investors and securityholders may
obtain free copies of the documents filed with the SEC, once available, on
Akerna's website at www.akerna.com, on the SEC's website at www.sec.gov or by
directing a request to Akerna's Investor Relations at (516) 419-9915.
This Current Report on Form 8-K is not a proxy statement or a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the proposed transactions, and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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Participants in the Solicitation
Each of Akerna, Gryphon, POSaBIT and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Akerna in connection with the proposed transactions.
Information about the executive officers and directors of Akerna are set forth
in Akerna's Definitive Proxy Statement on Schedule 14A relating to the 2022
Annual Meeting of Stockholders, filed with the SEC on April 19, 2022. Other
information regarding the interests of such individuals, who may be deemed to be
participants in the solicitation of proxies from the stockholders of Akerna,
will be set forth in the proxy statement/prospectus, which will be included in
Akerna's registration statement on Form S-4 when it is filed with the SEC. You
may obtain free copies of these documents as described above.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements based upon
the current expectations of Akerna. Forward-looking statements involve risks and
uncertainties and include, but are not limited to, statements about the
structure, timing and completion of the proposed transactions; the listing of
the combined company on Nasdaq after the closing of the proposed merger;
expectations regarding the ownership structure of the combined company after the
closing of the proposed merger; the expected executive officers and directors of
the combined company; the expected cash position of each of Akerna and Gryphon
and the combined company at the closing of the proposed merger; the future
operations of the combined company; and other statements that are not historical
fact. Actual results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation: (i) the risk that the
conditions to the closing of the proposed transactions are not satisfied,
including the failure to timely obtain stockholder approval for the
transactions, if at all; (ii) uncertainties as to the timing of the consummation
of the proposed transactions and the ability of each of Akerna, Gryphon and
POSaBIT to consummate the proposed merger or sale transaction, as applicable;
(iii) risks related to Akerna's ability to manage its operating expenses and its
expenses associated with the proposed transactions pending closing; (iv) risks
related to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate the proposed
transactions; (v) the risk that as a result of adjustments to the exchange
ratio, Akerna stockholders and Gryphon stockholders could own more or less of
the combined company than is currently anticipated; (vi) risks related to the
market price of Akerna's common stock relative to the exchange ratio; (vii)
unexpected costs, charges or expenses resulting from either or both of the
proposed transactions; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transactions; (ix) risks related to the inability of the combined company to
obtain sufficient additional capital to continue to advance its business plan;
and (x) risks associated with the possible failure to realize certain
anticipated benefits of the proposed transactions, including with respect to
future financial and operating results. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties. These and other risks
and uncertainties are more fully described in periodic filings with the SEC,
including the factors described in the section titled "Risk Factors" in Akerna's
Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly
Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC,
and in other filings that Akerna makes and will make with the SEC in connection
with the proposed transactions, including the proxy statement/prospectus
described under "Additional Information and Where to Find It." You should not
place undue reliance on these forward-looking statements, which are made only as
of the date hereof or as of the dates indicated in the forward-looking
statements. Except as required by law, Akerna expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements contained
herein to reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based.
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