Filing Overview
This Form 8-K was filed by Akerna Corp. on December 18, 2020, reporting events occurring on December 14, 2020. The request metadata identifies American Bitcoin Corp., but the filing identifies Akerna Corp. as the registrant.
Business Context and Reporting Period
The filing concerns the company’s 2020 annual stockholder meeting and an amendment to its Amended and Restated 2019 Long Term Incentive Plan. It is not a periodic financial report.
Key Financial and Capitalization Information
- The filing does not provide revenue, profit, cash flow, margins, debt balances, liquidity, or other operating financial metrics.
- Stockholders approved removal of the Nasdaq 20% issuance cap applicable to shares underlying senior secured convertible notes issued under the June 8, 2020 Securities Purchase Agreement.
- The approval permits issuance of shares that may equal or exceed 20% of the common stock outstanding before issuance of the notes, subject to the transaction terms.
Material Changes and Corporate Actions
- Stockholders approved an amendment clarifying that Incentive Stock Options may be granted only to employees of the company, its subsidiaries, or its parent.
- Other awards, including awards made in connection with hiring or retention, may be granted to eligible employees, officers, directors, and consultants, subject to the amended plan’s terms.
- The 2020 annual meeting was reconvened after adjournment on November 30, 2020, to obtain a quorum.
- Marcum LLP’s appointment as independent registered public accounting firm for the stub period ending December 31, 2020 was ratified.
Voting Results
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Ratification of Marcum LLP | 8,823,002 | 250,650 | 35,657 | 0 |
| Nasdaq 20% cap removal | 2,625,693 | 1,723,394 | 22,524 | 4,737,698 |
| Incentive Plan amendment | 4,232,261 | 115,437 | 23,913 | 4,737,698 |
Approximately 9,109,309 shares were represented at the meeting, or approximately 52.49% of the voting shares reported as outstanding on the record date.
Guidance, Risks, and Unusual Items
- No financial guidance or operating outlook is provided.
- The approved removal of the 20% cap could permit substantial future equity issuance upon conversion of the senior secured convertible notes, potentially resulting in shareholder dilution.
- The filing does not state the maximum number of shares issuable under the notes or quantify the potential dilution.
Investor Verification Items
- Confirm the registrant’s identity: the filing is for Akerna Corp., not American Bitcoin Corp.
- Review the June 8, 2020 Securities Purchase Agreement and convertible-note terms, including conversion mechanics, security interests, maturity, and potential share issuance.
- Review Exhibit 10.1 for the complete amended Incentive Plan and assess potential equity-compensation dilution.
- Verify the company’s subsequent filings for actual note conversions, equity issuance, changes in capitalization, and liquidity.
- Confirm the auditor appointment and any subsequent audit or financial-reporting developments.