AKERNA CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed in Akerna Corp.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on October 4, 2022 (the "Prior Form 8-K"), the Company completed the issuance and sale, in a private placement (the "Offering"), of 400,000 of shares of the Company's Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and 100,000 shares of the Company's Series B Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock", and together with the Series A Preferred Stock, the "Preferred Stock"), at an offering price of $9.50 per share, representing a 5% original issue discount to the stated value of $10.00 per share, for gross proceeds of approximately $4.75 million in the aggregate for the Offering, before the deduction of the fees and offering expenses of the Company's financial advisor.

As part of the closing of the issuance of the Preferred Stock, as previously disclosed, the Company entered into an escrow agreement by and between the Company, BPY Limited, a Bermuda Company, as representative of the holders of the Preferred Stock, and Wilmington Trust, National Association, as escrow agent, and the aggregate gross proceeds together with the additional amount to cover the 105% redemption premium on the Preferred Stock was deposited in an account with the escrow agent.

Item 3.02 Unregistered Sales of Equity Securities.

The shares of the Preferred Stock are convertible, at a conversion price of $0.25 per share (subject in certain circumstances to adjustments), into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock").

The Preferred Stock were issued for cash to certain institutional investors and a director of the Company, in reliance upon the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D as promulgated by the Commission under the Securities Act based on the representations of the investors.

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure required by this Item and included in Item 5.03 of this Current Report are incorporated herein by reference.

As a result of the issuances of Series A Preferred Stock and Series B Preferred Stock, as described in Item 5.03 of this Current Report, as previously disclosed, pursuant to the terms of our senior secured convertible notes (the "Notes"), the conversion price of the Notes was automatically adjusted. Based on the 5% original issue discount to the Preferred Stock the final adjustment to conversion price of the Notes was from $0.3105 to $0.2375.

As a result of the adjustment to the conversion price of the Notes, pursuant to the terms of our common stock purchase warrants issued on July 5, 2022 (the "Warrants"), the exercise price of the Warrants was automatically adjusted in the same proportion as the adjustment to the conversion price of the Notes from $0.23 to $0.1759.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Offering, on and effective October 3, 2022, the Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock designating 400,000 shares as Series A Preferred Stock and designating the rights, preferences and limitations of such shares of Series A Preferred Stock. Also on and effective October 3, 2022, the Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock designating 100,000 shares as Series B Preferred Stock and designating the rights, preferences and limitations of such shares of Series B Preferred Stock.

The description of the preferences, rights and limitations of each of the Series A Preferred Stock and the Series B Preferred Stock contained in Item 1.01 of the Prior Form 8-K is hereby incorporated by reference.

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Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.




Exhibit
Number    Description
3.1         Form of Certificate of Designation of Preferences, Rights and
          Limitations of Series A Convertible Redeemable Preferred Stock,
          incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed
          with the SEC on October 3, 2022 (File No. 001-39096)
3.2         Form of Certificate of Designation of Preferences, Rights and
          Limitations of Series B Convertible Redeemable Preferred Stock,
          incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed
          with the SEC on October 3, 2022 (File No. 001-39096)
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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