Gryphon Digital Mining, Inc. entered into the non -binding letter of intent to acquire Akerna Corp. (NasdaqCM:KERN) from a group of shareholders in a reverse merger transaction on November 7, 2022. Gryphon Digital Mining, Inc. entered into an agreement to acquire Akerna Corp. from a group of shareholders for approximately $120 million in a reverse merger transaction on January 27, 2023. Under the terms of the agreement, Gryphon will become a wholly-owned subsidiary of Akerna in an all-stock transaction. Each share of Gryphon will receive a merger consideration, equal to (a) the quotient obtained by dividing (i) the number of shares of Akerna capital stock on a fully diluted basis (the ?Akerna Fully Diluted Share Number?) by (ii) 0.075, minus (b) the Akerna Fully Diluted Share Number minus (c) the number of shares of common stock of Akerna the warrants of Gryphon will become exercisable for upon closing of the Merger); (ii) each outstanding warrant of Gryphon will be assumed by Akerna and become a warrant to purchase an adjusted number of shares of common stock of Akerna, at an adjusted exercise price per share but subject to the same terms and conditions as the warrant of Gryphon. The estimated exchange ratio of shares of Akerna Common Stock for Gryphon Common Stock and Gryphon Preferred Stock will be approximately 3.51 shares of Akerna Common Stock for each one share of Gryphon Common Stock and Preferred Stock based on Merger Consideration of 70,100,397 shares of Akerna Common Stock. The merger agreement provides for a minimum valuation of Gryphon of approximately $116 million. Upon completion of the merger, on a pro-forma basis and based upon the number of Akerna shares to be issued in the proposed merger, current Gryphon equityholders are expected to own approximately 92.5% of the combined company and current Akerna equityholders are expected to own approximately 7.5% of the combined company. In a related transaction, Akerna has entered into an an agreement to sell its software business to POSaBIT Systems Corporation. As of April 5, 2023, Akerna has terminated the agreement to sell its software business to POSaBIT, and has received a superior unsolicited acquisition proposal for the software business from an undisclosed company which is under negotiation process.

The combined company is expected to continue to be publicly traded on Nasdaq. In the event of termination of the transaction, Akerna will be required to pay Gryphon a termination fee of $275,000. Post closing of the transaction, Akerna Corp. will be renamed Gryphon Digital Mining, Inc., and will be headquartered in Las Vegas, Nevada. Rob Chang will serve as Chief Executive Officer of the combined company. The merger agreement provides that the Board of Directors of the combined company will comprise of seven members of which a minimum of five will be filled upon completion of the merger, one designated by Akerna, being Jessica Billingsley, its current Chief Executive Officer, and the remaining six positions to be designated by Gryphon. The transaction is subject to closing of the sale of software business transaction, approval of the stockholders of Akerna and Gryphon, approval of NASDAQ of the continued listing of Gryphon after the closing of the Merger, Form S-4 shall have been declared effective, Reverse Split shall have been consummated, Akerna having $500,000 in cash on hand, duly executed resignation letters from the officers and directors of Akerna, and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of both Akerna and Gryphon. The Akerna Board unanimously recommends that stockholders vote for the proposal. The registration statement was declared effective on January 9, 2024. The merger is expected to provide Akerna shareholders with access to the bitcoin mining industry with one of its premier operators. The shareholder vote to approve the transaction is scheduled for January 29, 2024. As of January 10, 2024, the transaction is expected to close on January 31, 2024. As of January 29, 2024, the transaction has been approved by the shareholders of Akerna Corp. As of February 7, 2024, the transaction is expected to close prior to markets opening on February 9, 2024.

Jason Brenkert of Dorsey & Whitney LLP acted as legal advisor to Akerna. JMP Securities LLC acted as financial advisor, due diligence provider and rendered its opinion to the Akerna Board. Michael A. Hedge and Jason C. Dreibelbis of K&L Gates LLP acted as legal advisors to Gryphon. Steven B. Stokdyk of Latham & Watkins LLP represented JMP Securities LLC in its role as financial advisor to Akerna. Under the terms of JMP?s engagement, Akerna has agreed to pay JMP for its financial advisory services in connection with the transaction an aggregate fee currently estimated to be approximately $1,500,000, of which $500,000 became payable upon delivery of JMP?s opinion and approximately $1,000,000 of which will become payable only if the transaction is consummated. Continental Stock Transfer & Trust Company acted as transfer agent to Akerna. Barry Grossman, Anthony Ain and Meredith Laitner of Ellenoff Grossman & Schole LLP acted as legal counsels for Gryphon Digital Mining. Akerna has retained Advantage Proxy, Inc. to assist it in soliciting proxies using the means referred to above. Akerna will pay the fees of Advantage Proxy, Inc., which Akerna expects to be approximately $10,000, plus reimbursement of out -of-pocket expenses.

Gryphon Digital Mining, Inc. completed the acquisition of Akerna Corp. (NasdaqCM:KERN from a group of shareholders in a reverse merger transaction on February 9, 2024. The combined company under the name ?Gryphon Digital Mining, Inc.? is expected to begin trading on Nasdaq under the symbol ?GRYP? when markets open on February 9, 2024