Akerna Corp. Announces Pricing of $5.0 Million Private Placement of Convertible Redeemable Preferred Stock
03 October 2022 - 11:30PM
Akerna Corp. (Nasdaq: KERN) (“Akerna” or the “Company”), a leading
enterprise software company and developer of one of the most
comprehensive technology infrastructures, ecosystems, and
compliance engines powering the global cannabis industry, today
announced that it has entered into a securities purchase agreement
with certain institutional investors to purchase 400,000 shares of
Series A convertible redeemable preferred stock and 100,000 shares
of Series B convertible redeemable preferred stock. Each share of
Series A and Series B preferred stock has a purchase price of
$9.50, representing an original issue discount of 5% of the $10.00
stated value of each share. Each share of Series A and Series B
preferred stock is convertible into shares of the Company’s common
stock at an initial conversion price of $0.25 per share. Shares of
the Series A and Series B preferred stock are convertible at the
option of the holder at any time following the Company’s receipt of
stockholder approval of a reverse stock split of the Company’s
shares of common stock. The Company and the holders of the Series A
and Series B preferred stock also entered into a registration
rights agreement to register the resale of the shares of common
stock issuable upon conversion of the Series A and Series B
preferred stock. Total gross proceeds from the offerings, before
deducting discounts, placement agent’s fees and other estimated
offering expenses, is $5.0 million.
The Series A and Series B preferred stock
permits the holders thereof to vote together with the holders of
the Company’s common stock on a proposal to effectuate a reverse
stock split of the Company’s shares of common stock at a special
meeting of Company stockholders. The Series B preferred stock
permits the holder to cast 4,000 votes per share of Series B
preferred stock on such proposal, provided, that such votes must be
cast in the same proportions as the shares of common stock and
Series A preferred stock are voted on that proposal (excluding any
shares of common stock that are not voted on the proposal). Except
as required by law or expressly provided by the certificates of
designation, holders of the Series A and Series B preferred stock
will not be permitted to vote on any other matters. The holders of
the Series A and Series B preferred stock agreed not to transfer,
offer, sell, contract to sell, hypothecate, pledge or otherwise
dispose of their shares of preferred stock until after the receipt
of stockholder approval of the reverse stock split. The holders of
the Series A and Series B preferred stock have the right to require
the Company to redeem their shares of preferred stock for cash at
105% of the stated value of such shares during the period
commencing on the earlier of (i) receipt of stockholder approval of
the reverse stock split and (ii) the date that is 60 days after the
closing of the offering and ending 90 days after the closing of the
offering. The Company has the option to redeem the Series A
preferred stock for cash at 105% of the stated value commencing
after the receipt of stockholder approval of the reverse stock
split, subject to the holders’ rights to convert the shares prior
to a redemption at the option of the Company.
The closing of the offering is expected to occur
on or about October 4, 2022, subject to the satisfaction of
customary closing conditions. Additional information regarding the
securities described above and the terms of the offering are
included in a Current Report on Form 8-K to be filed with the
United States Securities and Exchange Commission (“SEC”).
A.G.P./Alliance Global Partners is acting as the
exclusive financial advisor in connection with the offering.
The Series A and Series B preferred stock and
shares of common stock into which these preferred shares are
convertible are being issued in reliance upon the exemption from
the securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506
of Regulation D as promulgated by SEC under the 1933 Act.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About AkernaAkerna (Nasdaq:
KERN) is an enterprise SaaS company focused on compliantly serving
the cannabis, hemp, and CBD industry. First launched in 2010,
Akerna has tracked more than $30 billion in cannabis sales to date
and is the first cannabis software company listed on Nasdaq. Using
connected data and information to propel the cannabis industry
forward, Akerna empowers businesses, governments, patients, and
consumers to make smart decisions.
The Company's cornerstone technology, MJ
Platform, one of the world's leading cannabis infrastructure as a
service platform, powers retailers, manufacturers, brands,
distributors, and cultivators. Akerna also offers a complete suite
of professional consulting services and data analytics for
businesses as well as solo sciences, Leaf Data Systems, Trellis,
Ample Organics, Viridian Sciences and 365 Cannabis.
Forward-Looking StatementThis
press release contains forward-looking statements that are made
pursuant to the safe harbor provisions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are any statements that express the
current beliefs and expectations of management, including but not
limited to statements related to the timing and completion of the
proposed offering and the expected use of proceeds from the
proposed offering. These and other risks are discussed in the
Company’s filings with the SEC, including, without limitation, its
Annual Report on Form 10-K, filed on March 31, 2022, and its
periodic reports on Form 10-Q and Form 8-K, as well as the risks
identified in the registration statement and the prospectus
supplement relating to the offering. Any statements contained
herein that do not describe historical facts are forward-looking
statements that are subject to risks and uncertainties that could
cause actual results, performance and achievements to differ
materially from those discussed in such forward-looking statements.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date they
were made. The Company undertakes no obligation to update or revise
forward-looking statements, except as otherwise required by law,
whether as a result of new information, future events or
otherwise.
For more information, visit
https://www.akerna.com/.
Contacts:MediaMeghan Shine
(pr@akerna.com)
InvestorPeter Seltzberg, 516.419.9915
(peters@coreir.com)
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