Item 1.02. Termination of a Material Definitive Agreement.
On September 23, 2022, Akerna Corp., a Delaware corporation (the "Company"), and
Oppenheimer & Co. Inc., or Oppenheimer, and A.G.P./Alliance Global Partners, or
A.G.P. mutually terminated the Equity Distribution Agreement (the "Distribution
Agreement") between the parties dated July 23, 2021. The Distribution Agreement
provided that the Company may sell shares of its common stock, from time to
time, for up to $25,000,000 in aggregate sales proceeds, through an "at the
market" equity offering program under which Oppenheimer or A.G.P. acted as sales
agent and/or principal (the "2021 ATM Program"). 2,372,572 shares of the
Company's common stock with an aggregate gross purchase price of $2,669,473 were
sold under the Distribution Agreement that has been terminated. As a result of
the termination of the Distribution Agreement, the Company will not offer or
sell any additional shares under the 2021 ATM Program.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 26, 2022, the Board of Directors of the Company voted to amend the
Bylaws of the Company to amend Section 6 of the Bylaws regarding the
requirements for quorum at a meeting of the stockholders of the Company from a
majority of voting stock to one-third of the voting stock.
Section 6 which previously read in its entirety:
"Quorum. Except as otherwise provided by law or the Certificate of
Incorporation, a quorum for the transaction of business at any meeting of
stockholders shall consist of the holders of record of a majority of the issued
and outstanding shares of the capital stock of the Corporation entitled to vote
at the meeting, present in person or by proxy. 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.
was amended to read (amendments underlined):
"Quorum. Except as otherwise provided by law or the Certificate of
Incorporation, a quorum for the transaction of business at any meeting of
stockholders shall consist of the holders of record of one-third of the issued
and outstanding shares of the capital stock of the Corporation entitled to vote
at the meeting, present in person or by proxy. 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."
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 20, 2022, the Company reconvened the Company's special meeting of
stockholders (the "Special Meeting") which was previously adjourned from August
30, 2022. 38,512,127 shares of common stock (including 3,369 common stock
equivalent votes represented through our special voting share) were present at
the Special Meeting in person or by proxy, which did not constitute a quorum. At
the Special Meeting, the Special Meeting was cancelled due to lack of quorum.
The Company anticipates calling a new Special Meeting of the stockholders to
consider a reverse stock split following the closing of the issuance of
Preferred Stock as described in Item 1.01 above. The Company notes that the
reverse stock split was heavily favored by those stockholders that voted their
proxies for the Special Meeting having received 33,305,452 votes FOR and only
5,117,008 votes AGAINST prior to the Special Meeting being cancelled for lack of
quorum.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
3.1 Bylaws Amendment
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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