Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 23, 2022, Akerna
Corp. (“Akerna” or the “Company”) reconvened the Company’s previously adjourned 2022 annual meeting of stockholders
(the “Annual Meeting”). 22,155,493 shares of common stock were present at the Annual Meeting in person or by proxy constituting
a quorum. At the Annual Meeting the stockholders held a vote on the following proposal:
Proposal 7 –
To approve the adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not
sufficient votes to approve either the CN Nasdaq 20% Cap Removal Proposal, the 365 Nasdaq 20% Cap Removal Proposal, the Authorized Share
Increase or the Incentive Plan Amendment (the “Adjournment Proposal”).
By motion of the Chairperson
of the Annual Meeting, Jessica Billingsley, the stockholders votes on the Adjournment Proposal to adjourn the Annual Meeting to 9:00 a.m.
Mountain Time on May 25, 2022 at 201 Milwaukee St Unit 200, Denver, CO 80206. The motion was approved upon the following vote:
| For | | |
| Against | | |
| Abstain | | |
| Broker Non-Votes | |
| 16,161,445 | | |
| 5,196,286 | | |
| 797,761 | | |
| 0 | |
Upon the approval of
the proposal, the Company adjourned the Annual Meeting. During the period of the adjournment, the Company will continue to solicit votes
from its stockholders with respect to all of the proposals for the Annual Meeting.
Stockholders will be
able to attend the adjourned Annual Meeting when it is reconvened at 201 Milwaukee St Unit 200, Denver, CO 80206, on Wednesday, May 25,
2022 at 9:00 a.m. Mountain Time. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in
respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked in accordance with the procedures
described in the Company’s proxy statement.
The close of business
on March 31, 2022 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual
Meeting.
Forward-Looking Statements
Certain statements made in this report are "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes," "seeks," "may," "will,"
"should," "future," "propose" and variations of these words or similar expressions (or the negative versions
of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements include but are not
limited to statements regarding the date of the Company’s annual meeting of stockholders and statements regarding the benefits of
voting for the proposals at the Company’s annual general meeting of stockholders. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of significant known and unknown risks, uncertainties, assumptions,
and other important factors, many of which are outside Akerna's control, that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important factors, among others that may affect actual results or outcomes, include
risks and uncertainties disclosed from time to time in Akerna's filings with the U.S. Securities and Exchange Commission, including those
under the heading "Risk Factors" in the Company's latest annual report on Form 10-K filed on March 31, 2022 and in its subsequent
reports. You are cautioned not to place undue reliance on forward-looking statements. All information herein speaks only as of the date
hereof, in the case of information about Akerna, or the date of such information, in the case of information from persons other than Akerna.
Akerna undertakes no duty to update or revise the information contained herein.
Additional Information and
Where to Find It
In
connection with the annual meeting of stockholders, the Company filed with the Securities and Exchange Commission (“SEC”)
a definitive proxy statement which was mailed to the Company’s stockholders as of the record date for the annual meeting of stockholders.
STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, BECAUSE
IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE ANNUAL MEETING. The Company’s stockholders may
also obtain copies of the proxy statement, the annual report to stockholders and all other relevant documents filed or that
will be filed with the SEC in connection with the annual meeting, without charge, once available, at the SEC’s website
at http://www.sec.gov or by directing a request to: AKERNA CORP., 1550 Larimer Street #246,Denver, Colorado 80202,Attention:
Secretary or visiting www.cstproxy/akerna/2022.
Participants in the Solicitation
The Company
and certain of its respective directors, executive officers and other members of management and employees may be deemed participants in
the solicitation of proxies of the Company’s stockholders in connection with the annual meeting. STOCKHOLDERS AND OTHER INTERESTED
PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE COMPANY IN ITS ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2022 AND WAS MAILED TO STOCKHOLDERS
ALONG WITH THE PROXY STATEMENT. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO STOCKHOLDERS IN CONNECTION WITH THE ANNUAL MEETING AND OTHER MATTERS TO BE VOTED AT THE ANNUAL MEETING ARE SET FORTH IN
THE DEFINITIVE PROXY STATEMENT.