Akerna Corp. Announces Anticipated Closing of the Merger with Gryphon Digital Mining, Inc. and Reverse Stock Split
07 Februar 2024 - 5:59PM
Akerna Corp. (Nasdaq: KERN) (“Akerna”), today
announced that the closing of its previously announced merger with
Gryphon Digital Mining, Inc. (“Gryphon”) (the “Merger”) is expected
to take place before markets open on Friday, February 9, 2024.
Prior to closing the Merger, Akerna anticipates completing a
reverse stock split of its common stock at a ratio of one share for
twenty shares. Following completion of the Merger, the combined
company is expected to begin trading at market open on February 9,
2024, on The Nasdaq Capital Market on a reverse stock split basis,
under the new name “Gryphon Digital Mining, Inc.” and under the
symbol “GRYP”.
The estimated exchange ratio of shares of
Akerna’s common stock for Gryphon common stock and Gryphon
preferred stock will be approximately 1.5561 shares of Akerna
common stock for each one share of Gryphon Common Stock and
Preferred Stock based on estimated aggregate merger consideration
of 31,539,011 shares of Akerna common stock, on a post-reverse
stock split basis. The actual exchange ratio and merger
consideration will depend upon the number of shares of Akerna
common stock outstanding as of the closing of the Merger. The
number of shares of Akerna common stock outstanding at the closing
of the Merger will depend upon the price at which Akerna’s
outstanding convertible senior secured notes, subordinated secured
notes, shares of Series C preferred stock and outstanding amounts
due and payable to certain service providers and officers of Akerna
are converted into shares of Akerna common stock based on the
closing price of Akerna’s common stock on the trading day
immediately prior to closing and/or the 5-day volume weighted
average price of Akerna’s common stock immediately prior to
closing.
Immediately after the consummation of the
Merger, Akerna equityholders as of immediately prior to the Merger
are expected to own approximately 7.5% of the outstanding equity
interests of the combined company on a fully diluted basis and
former Gryphon equityholders are expected to own approximately
92.5% of the outstanding equity interests of the combined company
on a fully diluted basis.
At closing, each warrant to purchase common
stock of Gryphon will be assumed by Akerna and become a warrant to
purchase an adjusted number of shares of Akerna common stock, at an
adjusted exercise price per share but subject to the same terms and
conditions as the warrants of Gryphon.
Concurrently with the closing of the Merger,
Akerna anticipates closing the sale of all of the membership
interests of its wholly-owned subsidiary, MJ Freeway LLC to MJ
Acquisition Corp. pursuant to that certain Securities Purchase
Agreement by and between Akerna and MJ Acquisition Corp. dated
April 28, 2023 (the “Sale Transaction”) for gross aggregate cash
proceeds of approximately $1.22 million and the conversion of $1.85
million in notes held by MJ Acquisition Corp. into shares of Akerna
common stock.
At Akerna’s special meeting of stockholders held
on January 29, 2024, Akerna’s stockholders approved the Merger, the
Sale Transaction, the reverse stock split and a name change.
Subsequently, Akerna’s board of directors approved
a 1-for-20 reverse stock split of its shares of Akerna
common stock, $0.0001 par value, that will become effective on
February 8, 2024 at 4:05 p.m. Eastern Standard Time.
The reverse stock split is in relation to the anticipated
closing of the Merger and is contingent upon the Merger
closing.
The reverse stock split will affect all
issued and outstanding shares of Akerna common stock. In relation
to the reverse stock split, all outstanding options, restricted
stock awards, warrants, preferred stock and convertible notes and
other securities entitling their holders to purchase or otherwise
receive shares of Akerna common stock will be adjusted as a result
of the reverse stock split, as required by the terms of each
security. The number of shares of Akerna common stock available to
be awarded under Akerna’s equity incentive plans will also be
appropriately adjusted.
No fractional shares will be issued in
connection with the reverse stock split. All fractional shares will
be rounded up to the nearest whole share. The reverse stock
split will affect all stockholders uniformly and will not
alter any stockholder’s percentage interest in Akerna’s equity
(other than as a result of the rounding up of shares to the nearest
whole share in lieu of issuing fractional shares).
The reverse stock split will not reduce the
authorized number of shares of Akerna common stock. The reverse
stock split did not alter the par value of Akerna common stock or
modify any voting rights or other terms of our shares of Akerna
common stock.
The new CUSIP number for the shares of common
stock of the combined company following the reverse stock split and
the name change to “Gryphon Digital Mining, Inc.” upon the
closing of the Merger will be 400510103.
Akerna’s transfer agent, Continental Stock
Transfer & Trust Company (“Continental”), will serve as
exchange agent for the reverse stock split and will provide
instructions to stockholders of record regarding the reverse stock
split. Unless otherwise requested by the stockholder,
Continental will be issuing all of the post-split shares in
paperless, “book-entry” form, and unless otherwise requested by the
stockholder, Continental will hold the shares in an account set up
for the stockholder. All book-entry or other electronic positions
representing issued and outstanding shares of Akerna common stock
will be automatically adjusted. Those stockholders holding Akerna
common stock in “street name” will receive instructions from their
brokers.
For stockholders of Gryphon, Continental will be
sending Gryphon shareholders DRS statements via email.
About Gryphon Digital
Mining
Gryphon Digital Mining, Inc. is an innovative
venture in the bitcoin space dedicated to helping bring digital
assets onto the clean energy grid. With a talented leadership team
coming from globally recognized brands, Gryphon is assembling
thought leaders to improve digital asset network infrastructure.
Its Bitcoin mining operation has a net carbon-negative
strategy.
About Akerna
Akerna (Nasdaq: KERN) is an emerging technology
firm focused on innovative technology.
Cautionary Statements Regarding Forward-Looking
Statements
This press release contains forward-looking
statements based upon the current expectations of Gryphon and
Akerna. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation: (i) the risk that the conditions to
the closing of the proposed transactions are not satisfied; (ii)
uncertainties as to the timing of the consummation of the proposed
transactions and the ability of each of Akerna, Gryphon and MJ
Acquisition Co. to consummate the proposed merger or asset sale, as
applicable; (iii) risks related to Akerna’s ability to manage its
operating expenses and its expenses associated with the proposed
transactions pending closing; (iv) risks related to the failure or
delay in obtaining required approvals from any governmental or
quasi-governmental entity necessary to consummate the proposed
transactions; (v) the risk that as a result of adjustments to the
exchange ratio, Akerna stockholders and Gryphon stockholders could
own more or less of the combined company than is currently
anticipated; (vi) risks related to the market price of Akerna’s
common stock relative to the exchange ratio of outstanding
securities of Akerna at closing; (vii) unexpected costs, charges or
expenses resulting from either or both of the proposed
transactions; (viii) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed transactions; (ix) risks related to the
inability of the combined company to obtain sufficient additional
capital to continue to advance its business plan; and (x) risks
associated with the possible failure to realize certain anticipated
benefits of the proposed transactions, including with respect to
future financial and operating results. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and
uncertainties. These and other risks and uncertainties are more
fully described under the heading “Risk Factors” in the proxy
statement/prospectus included in the Form S-4 and the periodic
filings with the SEC, including the factors described in the
section titled “Risk Factors” in Akerna’s Annual Report on Form
10-K for the year ended December 31, 2022 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023, each filed with
the SEC, and in other filings that Akerna makes and will make with
the SEC in connection with the proposed transactions. You should
not place undue reliance on these forward-looking statements, which
are made only as of the date hereof or as of the dates indicated in
the forward-looking statements. Except as required by law, Akerna
and Gryphon expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions, or circumstances on which any such
statements are based.
Company Contact
Gryphon Digital Mining
Rob Chang
(877) MINE-ESG, (877) 646-3374
Gryphon Digital Mining (NASDAQ:GRYP)
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