Current Report Filing (8-k)
November 19 2020 - 5:22PM
Edgar (US Regulatory)
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): November 18, 2020
AKERNA
CORP.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-39096
|
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83-2242651
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
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1630
Welton St., Floor 4, Denver, Colorado
|
|
80202
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
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 (see General Instruction A.2. below):
|
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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|
KERN
|
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NASDAQ
Capital Market
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Warrants
to purchase one share of Common Stock
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KERNW
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NASDAQ
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Bylaws
Amendment
On
November 18, 2020, the Company’s Board of Directors approved an amendment to the Company’s bylaws to amend Section
8(c) thereof to change the voting standard for items, other than the election of directors, to be approved at a meeting of the
shareholders from a majority of the shares present, in person or represented by proxy, and entitled to vote on the subject matter
to a majority of the votes cast by holders of voting stock present in person or represented by proxy at the meeting and entitled
to vote on such matter. The amendment also added a provision to Section 8(c) to clarify the effect of broker non-votes on non-routine
matters, being that broker non-votes are counted for the purposes of establishing quorum but not for purposes of determining the
number of votes cast of a matter that is determined to be non-rountine under applicable law, rules and regulations.
The
full text of the amendment to the bylaws is set forth in Exhibit 3.1 hereto and is incorporated herein by reference.
Item
8.01 Other Events.
On
November 18, 2020, the Company announced that, due to issues with the continued use of the prior location, it is moving its annual
meeting of shareholders from 1630 Welton Street, Floor 4, Denver, CO 80202 to 357 S. McCaslin Blvd, 1st Floor, Louisville,
CO 80027. The annual meeting will continue to be held on November 30, 2020 at 9:00 a.m., local time. In relation to the change
in meeting location, on November 18, 2020, the Company filed revised proxy materials with the Commission under cover of Schedule
14A and mailed an amended notice of meeting and the amended proxy materials to its stockholders of record as of October 23, 2020
(the record date for the annual meeting).
Item 9.01 Financial Statements and
Exhibits.
SIGNATURES
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.
Dated:
November 19, 2020
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AKERNA
CORP.
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|
|
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By:
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/s/
Jessica Billingsley
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|
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Name:
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Jessica Billingsley
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|
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Title:
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Chief
Executive Officer
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2
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