Item 3.02 Unregistered Sales of Equity Securities.

From January 30, 2023 through February 3, 2023, Akerna issued 1,064,251 shares of common stock of Akerna to the holders of Akerna's convertible notes upon settlement of conversion of principal amounts under the terms of the notes. The shares were issued upon conversion of the principal amounts under the notes to the holders of the notes pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof.

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