Filing Overview
This Form 8-K was filed by Akerna Corp., not American Bitcoin Corp. The report date and earliest event date were November 18, 2020. Akerna was incorporated in Delaware and traded common stock and warrants on Nasdaq under KERN and KERNW.
Material Corporate Actions
- The board amended Section 8(c) of the bylaws to change the approval standard for matters other than director elections from a majority of shares present and entitled to vote to a majority of votes cast by eligible voting stockholders present in person or by proxy.
- The amendment clarifies that broker non-votes count toward quorum but not toward the votes cast on non-routine matters.
- The annual meeting location was moved from 1630 Welton Street, Denver, Colorado, to 357 S. McCaslin Blvd., Louisville, Colorado. The meeting remained scheduled for November 30, 2020, at 9:00 a.m. local time.
- The company filed revised proxy materials and mailed an amended meeting notice and proxy materials to stockholders of record as of October 23, 2020.
Financial Information
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial metrics.
Outlook, Risks, and Unusual Items
The company cited issues with the continued use of the prior meeting location as the reason for relocating the annual meeting. No additional financial outlook, contingency, or risk discussion was provided.
Exhibit
Exhibit 3.1 contains the amendment to the bylaws.
Investor Verification Points
- Verify the issuer identity: the filing names Akerna Corp., while the request metadata identifies American Bitcoin Corp.
- Review the full bylaw amendment to confirm the revised voting standard and treatment of broker non-votes.
- Confirm the annual meeting location, date, time, record date, and revised proxy materials.
- Do not infer financial performance or liquidity from this filing; those matters are not disclosed here.