SEC Form 425 filed by Akerna Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2024

AKERNA CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (888) 932-6537

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Special Meeting (as defined in Item 5.07 below), the stockholders of Akerna Corp. (the “Company,” “Akerna”, “we,” “our,” or “us”) approved the Company’s 2024 Omnibus Incentive Plan (the “Plan’). A description of the material terms of the Plan was included in the Company’s prospectus/proxy statement for the Special Meeting dated January 5, 2024 included in the Form S-4 registration statement (File No. 333-271857), which was declared effective by the Securities and Exchange Commission on January 9, 2024 (the “Proxy Statement/Prospectus”), which descriptions are incorporated herein by reference. Such descriptions of the Plan are qualified in their entirety by terms of the Plan a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 29, 2024, the Company held a special meeting of the stockholders of the Company (the “Special Meeting”). Stockholders representing 11,385,929 shares of the Company’s capital stock entitled to vote at the Special Meeting were present in person or by proxy being 68% of the voting shares (and share equivalents) issued and outstanding on the record date of December 21, 2023 and constituting a quorum to conduct business at the Special Meeting. The following sets forth the matters that were voted upon by the Company’s stockholders at the Special Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement/Prospectus.

The results of the stockholder votes for the various proposals at the Special Meeting are set forth in their entirety below.

In accordance, with the above results, Proposal Nos. 1, 2, 3, 5, 6, 7 and 8 have been approved by the stockholders.

Proposal No. 4, which was the proposal to increase the number of authorized shares of Akerna’s common stock, while approved by the voting stock, was not approved by the shares of common stock voting as a separate class as the number of shares voted in favor of Proposal No. 4 was less than a majority of outstanding shares of common stock on the record date.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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