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 11, 2019

 

AKERNA CORP.
(Exact name of registrant as specified in its charter)

 

Delaware   001-39096   83-2242651
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1601 Arapahoe St., Denver, Colorado   80202 
(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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   KERN   NASDAQ Capital Market
Warrants to purchase one share of Common Stock   KERNW   NASDAQ Capital Market

 

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 5.07. Submission of Matters to a Vote of Security Holders.

On November 11, 2019, Akerna Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) in Denver, Colorado. At the Annual Meeting, stockholders voted:

 

  •   To elect two Class I directors to serve on the Board of Directors for a three year term that expires at the 2022 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal;

 

  •   To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020;

 

  •   To vote on the 2019 executive compensation; and

 

  •   To vote on the frequency of future advisory votes on executive compensation.

Both nominees were elected as Class I directors with the following vote:

 

               

Nominee

   For Withheld   Broker Non-Votes    
Tahira Rehmatullah   4,253,626 147,755   2,184,113    
Matthew R. Kane   4,318,758 82,623   2,184,113    

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 was ratified with the following vote:

 

             
For   Against   Abstain   Broker Non-Votes
6,526,651   46,580   12,263   0

The 2019 executive compensation was approved with the following vote:

 

             
For   Against   Abstain   Broker Non-Votes
4,355,026   37,226   9,129   2,184,113

Three years was approved as the frequency of future advisory votes on executive compensation with the following vote:

               
Three Years   Two Years   One Year   Abstain Broker Non-Votes
3,511,905   34,231   842,143   13,102 2,184,113

Pursuant to the foregoing vote on the frequency of future advisory votes on executive compensation, the Company’s stockholders will next vote on executive compensation and the frequency of future advisory votes on executive compensation at the 2022 annual meeting of stockholders.

  

 

 

 

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 13, 2019 AKERNA CORP.  
   
  By:  /s/ Jessica Billingsley
   

Name: Jessica Billingsley

Title:   Chief Executive Officer