Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 30, 2022, Akerna Corp. ("Akerna" or the "Company") convened the
Company's special meeting of stockholders (the "Special Meeting"). 38,512,127
shares of common stock (including 3,269 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 of 40,282,988
shares, being a majority of the shares entitled to vote at the Special Meeting.
Under Article II, Section 6 of the Company's Bylaws, the Chairman of the Special
Meeting proposed a vote of shares present to adjourn the meeting until September
20, 2022, at 9:00 a.m. in the same location. The proposal was passed with proxy
shares being voted by their representatives pursuant to discretionary voting
power granted under the proxy.
Therefore, the Special Meeting has been adjourned until September 20, 2022, to
be held at 201 Milwaukee Street, Unit 200, Denver, Colorado, 80206, at 9:00 a.m.
(MT). All business to be transacted at the Special Meeting remains the same.
This will enable the Company's stockholders of record as of the record date,
which was July 18, 2022, additional time to consider and vote on the proposals,
and enable the Company's proxy solicitor, Advantage Proxy, more time to assist
the Company with the solicitation of stockholder votes on the proposals.
At the reconvened Special Meeting, stockholders will be deemed to be present in
person and vote at such adjourned meeting in the same manner as disclosed in the
Proxy Statement for the Special Meeting. Valid proxies submitted prior to the
Special Meeting will continue to be valid for the reconvened Special Meeting,
unless properly changed or revoked prior to votes being taken at the reconvened
Special Meeting.
Forward-Looking Statements
Certain statements made in this report are "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this press release, the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
Such forward-looking statements include but are not limited to statements
regarding the date of the Company's special meeting of stockholders. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of significant known and unknown risks,
uncertainties, assumptions, and other important factors, many of which are
outside Akerna's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important
factors, among others that may affect actual results or outcomes, include risks
and uncertainties disclosed from time to time in Akerna's filings with the U.S.
Securities and Exchange Commission, including those under the heading "Risk
Factors" in the Company's latest annual report on Form 10-K filed on March 31,
2022 and in its subsequent reports. You are cautioned not to place undue
reliance on forward-looking statements. All information herein speaks only as of
the date hereof, in the case of information about Akerna, or the date of such
information, in the case of information from persons other than Akerna. Akerna
undertakes no duty to update or revise the information contained herein.
Additional Information and Where to Find It
In connection with the special meeting of stockholders, the Company filed with
the Securities and Exchange Commission ("SEC") a definitive proxy statement
which was mailed to the Company's stockholders as of the record date for the
special meeting of stockholders. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS
THERETO, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE
STOCKHOLDERS AT THE SPECIAL MEETING. The Company's stockholders may also obtain
copies of the proxy statement and all other relevant documents filed or that
will be filed with the SEC in connection with the special meeting, without
charge, once available, at the SEC's website at http://www.sec.gov or by
directing a request to: AKERNA CORP., 1550 Larimer Street #246, Denver, Colorado
80202, Attention: Secretary or visiting www.cstproxy/akerna/sm2022.
1
Participants in the Solicitation
The Company and certain of its respective directors, executive officers and
other members of management and employees may be deemed participants in the
solicitation of proxies of the Company's stockholders in connection with the
special meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT
CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE
COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2021, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2022 AND ITS REGISTRATION
STATEMENT ON FORM S-1, WHICH WAS FILED WITH THE SEC ON JUNE 29, 2022.
INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED
PARTICIPANTS IN THE SOLICITATION OF PROXIES TO STOCKHOLDERS IN CONNECTION WITH
THE SPECIAL MEETING AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING ARE SET
FORTH IN THE DEFINITIVE PROXY STATEMENT FOR THE SPECIAL MEETING.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses