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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/27/23 Akerna Corp. 8-K:1,3,7,9 1/27/23 20:2.5M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 84K
2: EX-2.1 Securities Purchase Agreement, Dated January 27, HTML 616K
2023, by and Among Akerna and Posabit
3: EX-2.2 Agreement and Plan of Merger, Dated January 27, HTML 638K
2023, by and Among Akerna, Akerna Merger Co and
Gryphon
4: EX-2.3 Form of Support Agreement, Dated January 27, 2023, HTML 79K
by and Among Posabit and Each of the Parties Named
Therein
5: EX-2.4 Form of Support Agreement, Dated January 27, 2023, HTML 75K
by and Among Gryphon and Each of the Parties Named
Therein
6: EX-2.5 Form of Support Letter, Dated January 27, 2023, by HTML 64K
and Among Akerna and Certain Lenders in Relation
to the Sale Transaction
7: EX-2.6 Form of Support Letter, Dated January 27, 2023, by HTML 64K
and Among Akerna and Certain Lenders in Relation
to the Merger
8: EX-10.1 Exchange Agreement, Dated January 27, 2023, by and HTML 270K
Among Akerna and Certain Lenders
9: EX-10.2 Form of Repricing Letter, Dated January 27, 2023, HTML 25K
by and Among Akerna and Certain Lenders
10: EX-99.1 Joint Press Release of Akerna, Gryphon and Posabit HTML 25K
Dated January 27, 2023
15: R1 Cover HTML 54K
18: XML IDEA XML File -- Filing Summary XML 17K
16: XML XBRL Instance -- ea172301-8k425_akerna_htm XML 22K
17: EXCEL IDEA Workbook of Financial Reports XLSX 8K
12: EX-101.DEF XBRL Definitions -- kern-20230127_def XML 76K
13: EX-101.LAB XBRL Labels -- kern-20230127_lab XML 105K
14: EX-101.PRE XBRL Presentations -- kern-20230127_pre XML 73K
11: EX-101.SCH XBRL Schema -- kern-20230127 XSD 17K
19: JSON XBRL Instance as JSON Data -- MetaLinks 27± 38K
20: ZIP XBRL Zipped Folder -- 0001213900-23-005492-xbrl Zip 429K
Exhibit 10.2
Akerna Corp.
1550 Larimer Street, #246
High Trail Investments ON LLC
c/o High Trail Capital LP
80 River Street, Suite 4C
| Re: | Conversion Price Reduction |
Dear Sirs:
Reference is hereby made to that certain Securities Purchase Agreement, dated October 5, 2021, by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), the investor signatory hereto (“you” or the “Investor”) and certain other buyers signatory thereto (as amended, the “Securities Purchase Agreement”), pursuant to which you acquired, among other things, certain senior secured convertible notes (as amended, including any senior secured convertible notes issued in exchange therefor, the “Securities”) convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement or the Securities, as applicable.
Pursuant to Section 7(f) of the Securities, we hereby provide you with notice that the Company desires your consent pursuant to Section 7(f) of the Securities, to lower the Conversion Price of your Securities for each date after the Effective Time (as defined below) (each, a “Conversion Price Reduction”, and each such date, a “Conversion Price Reduction Measuring Date”), effective (the “Effective Time”) as of the time of your execution of this letter, to $1.20 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events during such measuring period, the “New Alternate Conversion Price”); provided, that at any time after 6 p.m. New York city time and prior to 6 a.m. New York city time on any given date of determination (each, a “Termination Eligibility Period”), the Company may, by delivery written notice to the Investor (each, a “Termination Notice”), terminate the Investor’s right to effect any future Conversion Price Reductions pursuant to this letter (the time of such delivery, the “Conversion Price Reduction Termination Time”); provided however that the Company may not deliver any Termination Notice hereunder prior to the date that is the later of (i) 14 calendar days from the Effective Time and (ii) the date on which the Company closes on a Subsequent Placement for a minimum of $500,000 in gross aggregate proceeds, which Subsequent Placement will not include the offering of Excluded Securities (as defined in the Securities); provided, further, that (x) a Termination Notice shall only be effective if delivered to the Investor during a Termination Eligibility Period, (y) notwithstanding the delivery of a Termination Notice to the Investor during a Termination Eligibility Period, the Company remains obligated to honor all conversions of the Securities (including, without limitation, any shares of Common Stock to be delivered to the Investor (or its designee) with respect thereto) at the applicable New Alternate Conversion Price occurring prior to such applicable Conversion Price Reduction Termination Time. Please execute this letter in the signature block below if you consent to the Company effecting the Conversion Price Reduction.
The Company shall, on or before 8:30 a.m., New York City time, on the first business day after the date of this letter, file a Current Report on Form 8-K with the SEC disclosing all material terms of the transactions contemplated hereby and attaching the form of this letter as an exhibit thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the issuance of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any letter, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.
The Company shall reimburse Kelley Drye & Warren LLP for all reasonable costs and expenses incurred by it in connection with preparing and delivering this letter (including, without limitation, all reasonable legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby).
Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
C:
If you have any questions regarding the foregoing, please feel free to contact Jessica Billingsley at (970) 729-0372 by email to jlb@akerna.com.
| Sincerely, | |||
| AKERNA CORP. | |||
| By: | |||
| Name: | Jessica Billingsley | ||
| Title: | Chief Executive Officer | ||
| Agreed to and Acknowledged: | |||
| HIGH TRAIL INVESTMENTS ON LLC | |||
| By: | |||
| Name: | |||
| Title: | |||
C:
Akerna Corp.
1550 Larimer Street, #246
Alto Opportunity Master Fund,
SPC - Segregated Master Portfolio B
55 Post Rd West, 2nd Floor
| Re: | Conversion Price Reduction |
Dear Sirs:
Reference is hereby made to that certain Securities Purchase Agreement, dated October 5, 2021, by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), the investor signatory hereto (“you” or the “Investor”) and certain other buyers signatory thereto (as amended, the “Securities Purchase Agreement”), pursuant to which you acquired, among other things, certain senior secured convertible notes (as amended, including any senior secured convertible notes issued in exchange therefor, the “Securities”) convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement or the Securities, as applicable.
Pursuant to Section 7(f) of the Securities, we hereby provide you with notice that the Company desires your consent pursuant to Section 7(f) of the Securities, to lower the Conversion Price of your Securities for each date after the Effective Time (as defined below) (each, a “Conversion Price Reduction”, and each such date, a “Conversion Price Reduction Measuring Date”), effective (the “Effective Time”) as of the time of your execution of this letter, to $1.20 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events during such measuring period, the “New Alternate Conversion Price”); provided, that at any time after 6 p.m. New York city time and prior to 6 a.m. New York city time on any given date of determination (each, a “Termination Eligibility Period”), the Company may, by delivery written notice to the Investor (each, a “Termination Notice”), terminate the Investor’s right to effect any future Conversion Price Reductions pursuant to this letter (the time of such delivery, the “Conversion Price Reduction Termination Time”); provided however that the Company may not deliver any Termination Notice hereunder prior to the date that is the later of (i) 14 calendar days from the Effective Time and (ii) the date on which the Company closes on a Subsequent Placement for a minimum of $500,000 in gross aggregate proceeds, which Subsequent Placement will not include the offering of Excluded Securities (as defined in the Securities); provided, further, that (x) a Termination Notice shall only be effective if delivered to the Investor during a Termination Eligibility Period, (y) notwithstanding the delivery of a Termination Notice to the Investor during a Termination Eligibility Period, the Company remains obligated to honor all conversions of the Securities (including, without limitation, any shares of Common Stock to be delivered to the Investor (or its designee) with respect thereto) at the applicable New Alternate Conversion Price occurring prior to such applicable Conversion Price Reduction Termination Time. Please execute this letter in the signature block below if you consent to the Company effecting the Conversion Price Reduction.
The Company shall, on or before 8:30 a.m., New York City time, on the first business day after the date of this letter, file a Current Report on Form 8-K with the SEC disclosing all material terms of the transactions contemplated hereby and attaching the form of this letter as an exhibit thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the issuance of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any letter, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.
The Company shall reimburse Kelley Drye & Warren LLP for all reasonable costs and expenses incurred by it in connection with preparing and delivering this letter (including, without limitation, all reasonable legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby).
Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
C:
If you have any questions regarding the foregoing, please feel free to contact Jessica Billingsley at (970) 729-0372 or by email to jlb@akerna.com.
| Sincerely, | |||
| AKERNA CORP. | |||
| By: | |||
| Name: | Jessica Billingsley | ||
| Title: | Chief Executive Officer | ||
| Agreed to and Acknowledged: | |||
| ALTO OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO B |
|||
| By: | |||
| Name: | |||
| Title: | |||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 1/27/23 | |||
| 10/5/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Gryphon Digital Mining, Inc. 424B5 1:358K EdgarAgents LLC/FA 2/28/24 Gryphon Digital Mining, Inc. S-3/A 3:431K EdgarAgents LLC/FA 2/14/24 Gryphon Digital Mining, Inc. S-3 5:560K EdgarAgents LLC/FA 2/09/24 Akerna Corp. S-8 2/09/24 5:123K EdgarAgents LLC/FA 1/08/24 Akerna Corp. S-4/A 116:48M EdgarAgents LLC/FA 12/29/23 Akerna Corp. S-4/A 123:48M EdgarAgents LLC/FA 12/11/23 Akerna Corp. S-4/A 12/08/23 115:47M EdgarAgents LLC/FA 11/14/23 Akerna Corp. 10-Q 9/30/23 69:6.2M EdgarAgents LLC/FA 10/16/23 Akerna Corp. S-4/A 10/13/23 115:46M MDM Corp Elec Fi… Inc/FA 9/07/23 Akerna Corp. S-4/A 9/06/23 117:45M EdgarAgents LLC/FA 8/14/23 Akerna Corp. 10-Q 6/30/23 70:10M EdgarAgents LLC/FA 7/05/23 Akerna Corp. S-4/A 122:42M EdgarAgents LLC/FA 5/15/23 Akerna Corp. 10-Q 3/31/23 70:9.3M EdgarAgents LLC/FA 5/12/23 Akerna Corp. S-4 121:38M EdgarAgents LLC/FA 3/21/23 Akerna Corp. 10-K 12/31/22 99:14M EdgarAgents LLC/FA |