Item 7.01. Regulation FD Disclosure.
As previously disclosed, on January 27, 2023, Akerna Corp., a Delaware
corporation ("Akerna"), entered into the Agreement and Plan of Merger with
Gryphon Digital Mining, Inc., a Delware corporation ("Gryphon") and Akerna
Merger Co.. a Delaware corporation and wholly-owned subsidiary of Akerna (such
transaction, the "Merger").
On April 27, 2023, Gryphon made a presentation at the Landenburg Thalmann Expo
2023. A copy of this presentation is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, regardless of any
general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
99.1 Presentation of Gryphon dated April 27, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material with
respect to the proposed transaction between Akerna and Gryphon. In connection
with the proposed transaction, Akerna intends to file relevant materials with
the United States Securities and Exchange Commission, or the SEC, including a
registration statement on Form S-4 that will contain a prospectus and a proxy
statement. Akerna will mail the proxy statement/prospectus to the Akerna
stockholders, and the securities to be issued pursuant to the prospectus may not
be sold or exchanged until the registration statement becomes
effective. Investors and securityholders of Akerna and Gryphon are urged to read
these materials when they become available because they will contain important
information about Akerna, Gryphon and the proposed transaction. This Current
Report on Form 8-K is not a substitute for the registration statement,
definitive proxy statement/prospectus or any other documents that Akerna may
file with the SEC or send to securityholders in connection with the proposed
transactions. Investors and securityholders may obtain free copies of the
documents filed with the SEC, once available, on Akerna's website at
www.akerna.com, on the SEC's website at www.sec.gov or by directing a request to
Akerna's Investor Relations at (516) 419-9915.
This Current Report on Form 8-K is not a proxy statement or a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the proposed transactions, and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Each of Akerna and Gryphon and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Akerna in connection with the proposed transactions. Information
about the executive officers and directors of Akerna are set forth in Akerna's
Definitive Proxy Statement on Schedule 14A relating to the 2022 Annual Meeting
of Stockholders, filed with the SEC on April 19, 2022. Other information
regarding the interests of such individuals, who may be deemed to be
participants in the solicitation of proxies from the stockholders of Akerna,
will be set forth in the proxy statement/prospectus, which will be included in
Akerna's registration statement on Form S-4 when it is filed with the SEC. You
may obtain free copies of these documents as described above.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements based upon
the current expectations of Akerna. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without
limitation: (i) the risk that the conditions to the closing of the proposed
transaction are not satisfied, including the failure to timely obtain
stockholder approval for the transactions, if at all; (ii) uncertainties as to
the timing of the consummation of the proposed transaction and the ability of
each of Akerna and Gryphon to consummate the proposed merger; (iii) risks
related to Akerna entering into a definitive agreement regarding the new sale
transaction with the new party pursuant to the terms of the acquisition proposal
and risks related to whether the terms of such definitive agreement will result
in increased stockholder value (iv) risks related to potential lawsuits
regarding Akerna's determination to terminate its agreement with POSaBIT, (iv)
risks related to Akerna's ability to manage its operating expenses and its
expenses associated with the proposed transactions pending closing; (v) risks
related to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate the proposed
transactions; (vi) the risk that as a result of adjustments to the exchange
ratio, Akerna stockholders and Gryphon stockholders could own more or less of
the combined company than is currently anticipated; (vii) risks related to the
market price of Akerna's common stock relative to the exchange ratio; (viii)
unexpected costs, charges or expenses resulting from either or both of the
proposed transactions; (ix) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transactions; (x) risks related to the inability of the combined company to
obtain sufficient additional capital to continue to advance its business plan;
and (xi) risks associated with the possible failure to realize certain
anticipated benefits of the proposed transactions, including with respect to
future financial and operating results. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties. These and other risks
and uncertainties are more fully described in periodic filings with the SEC,
including the factors described in the section titled "Risk Factors" in Akerna's
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the
SEC, and in other filings that Akerna makes and will make with the SEC in
connection with the proposed transactions, including the proxy
statement/prospectus described under "Additional Information and Where to Find
It." You should not place undue reliance on these forward-looking statements,
which are made only as of the date hereof or as of the dates indicated in the
forward-looking statements. Except as required by law, Akerna expressly
disclaims any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect any change in its expectations with
regard thereto or any change in events, conditions or circumstances on which any
such statements are based.
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