American Bitcoin Corp 8-K, filed Mar 11, 2021
American Bitcoin Corp. (ABTC)
About this 8-K
American Bitcoin Corp filed this 8-K on March 11, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): March 11, 2021
| 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.) |
| 1550 Larimer Street, #246, Denver, Colorado | 80202 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 932-6537
| (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 7.01. | Regulation FD Disclosure. |
On March 11, 2021, Akerna issued a press release (the “Press Release”) announcing the execution of a purchase agreement to acquire Viridian Sciences Inc. (“Viridian”) A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 11, 2021, Akerna issued a corporate presentation summarizing the transaction with Viridian (the “Presentation”). A copy of the Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Akerna undertakes no obligation to update, supplement or amend the material attached hereto as Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, Exhibits 99.1 and 99.2 are being “furnished”, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section nor shall they be deemed incorporated by reference in any filing that Akerna makes under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. | Description | |
| 99.1 | Press Release, dated March 11, 2021, relating to the Viridian acquisition* | |
| 99.2 | Presentation, dated March 11, 2021, relating to the Viridian acquisition.* |
* - Furnished not filed for purposes of Section 18 of the Exchange Act; not incorporated by reference in any filing that Akerna makes under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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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: March 11, 2021 | AKERNA CORP. | |||
| By: | /s/ Jessica Billingsley | |||
Name: |
Jessica Billingsley | |||
| Title: | Chief Executive Officer | |||
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Exhibit 99.1
Akerna to Acquire Viridian Sciences
Acquisition of Viridian creates the sector’s only SAP Business One solution, adding to Akerna’s existing SAP partnership and enhancing Akerna’s ecosystem
DENVER, March 11, 2021-- Akerna (Nasdaq: KERN) (“Akerna” or the “Company”), an enterprise software company, leading compliance technology provider, and developer of the cannabis industry’s first seed-to-sale enterprise resource planning (ERP) software technology (MJ Platform®), announced it has signed an agreement to acquire Viridian Sciences, a cannabis business management software system built on SAP Business One. This announcement comes on the heels of Akerna’s MJ Platform, achieving SAP® certification as integrated with SAP NetWeaver®, last month.
The all-stock deal is accretive to revenue and earnings and is expected to contribute positive cash flow. As a result of the acquisition, Viridian’s 30+ clients will gain access to Akerna’s Compliance Gateway, feature-rich reporting, and the recently launched MJ Retail app. Akerna has partnered with ERP solutions such as SAP and other leading providers for integrated financials & tax planning, offering cannabis operators a solution for each stage of their evolution from startup to multi-state operator -- all while maintaining regulatory compliance through Akerna’s Compliance Gateway. The acquisition of Viridian accelerates the deployment of this strategy and establishes Akerna as the only cannabis-compliant SAP Business One offering.
“Cannabis operators are quickly becoming a more sophisticated buyer of technology, demanding ERP solutions that scale with their business and also provide the security of multi-state compliance,” commented Akerna Chief Executive Officer Jessica Billingsley. “Industry leaders have chosen Viridian for the reliability of SAP Business One and we are excited to bring additional value to the Business One offering through Akerna’s more than 80 integrations and broader compliance solution. As we prepare for a post-legalization landscape, Akerna is focused on strengthening our channel connections with existing ERP providers and firmly solidifying our strategic moat as the only scaled cannabis compliance and technology provider.”
Businesses employ ERP solutions to manage their functions in a centralized system, bringing business intelligence and data, compliance and risk management, customer management, human resources, inventory, finance, and supply chain information together. By using ERP products, organizations can save money and improve functionality with one tool.
“Combining with Akerna gives Viridian the ability to accelerate growth in new markets, as we leverage Akerna’s extensive compliance and partner integrations, furthering our strategy of creating the best-in-class ERP solution for the cannabis industry,” says Grant Fraser, Chief Executive Officer of Viridian Sciences. “We founded Viridian with the goal of becoming the premier SAP Business One cannabis solution and, through this combination with Akerna, we are achieving that goal for our business and our clients.”
“Working with Viridian has provided Wana with greater visibility and control over our supply chain, production management, and financial health, and we are excited to see the relationship continue to grow with both Viridian and Akerna,” noted Logan Craven, Chief Financial Officer of Wana. Viridian clients include Wana, Trulieve, iAnthus, Herbl, Canndescent, and many more prominent cannabis operators and brands.
The acquisition is expected to close in April. More details will be covered in Akerna’s upcoming earnings call. As a reminder, Akerna has changed its fiscal year-end from June 30 to December 31.
A.G.P./Alliance Global Partners is acting as financial advisor and Dorsey & Whitney LLP is acting as legal counsel to Akerna. Solganick & Co. is acting as the exclusive financial advisor and Ballard Spahr LLP is acting as legal counsel to Viridian Sciences.
About Akerna
Akerna (Nasdaq: KERN) is an enterprise software company focused on compliantly serving the cannabis, hemp, and CBD industries. Based in Denver, Colorado, the Company’s mission is to create the world’s most transparent and accountable supply chain by building a cannabis technology ecosystem connecting data points across the global cannabis supply chain from seed to sale to self. First launched in 2010, Akerna has tracked more than $20 billion in cannabis sales to date and is the first cannabis software Company listed on Nasdaq.
Using connected data and information to propel the cannabis industry forward, Akerna empowers businesses, governments, patients, and consumers to make smart decisions. The Company’s cornerstone technology, MJ Platform, the world’s leading infrastructure as a service platform, powers retailers, manufacturers, brands, distributors, and cultivators. Akerna also offers a complete suite of professional consulting services and data analytics for businesses as well as solo sciences, MJ Freeway, Leaf Data Systems, Trellis, and Ample Organics.
For more information, visit https://www.akerna.com/.
About Viridian Sciences
Viridian Sciences is a fully integrated cannabis business management software system built on SAP Business One. Along with its venerable SAP Business One ERP core, its dedicated team of technology, business, and cannabis industry experts have become the trusted partner to many of the premier cannabis companies.
For more information, visit https://www.viridiansciences.com/
Press Contact
Akerna
Georgia Jablon
Communications Manager
(904) 305-6454
georgia.jablon@akerna.com
Press Contact
Viridian Sciences | Navigator Business Solutions
Chris M. Nielsen
Chief Operating Officer
(801) 642-0123
Chris.nielsen@viridiansciences.com
The securities to be offered pursuant to the acquisition have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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Forward-Looking Statements
Certain statements made in this release and any accompanying statements by management are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements include but are not limited to statements regarding the the timing and completion of the acquisition of Viridian, the potential deal being accretive to revenue and earnings and the expectation it will contribute positive cash flow, Akerna bringing additional value to the SAP Business One offering, Akerna giving Viridian the ability to accelerate growth in new markets, Viridian becoming the premier SAP Business One cannabis solution, the ability of Akerna to integrate Viridian, the impact of the acquistion for Viridian’s customers, Akerna’s future business plans, Akerna’s potential business strengths in the market and any other statements expressing the views of Akerna’s management on future business results or strategy. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of significant known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Akerna’s control, that could cause actual results or outcomes (including, without limitation, the results of Akerna’s contracts, strategic initiatives, and business plans as described herein) to differ materially from those discussed in the forward-looking statements. Important factors, among others that may affect actual results or outcomes, include (i) Akerna’s ability to recognize the anticipated benefits of being a public company, (ii) competition, (iii) Akerna’s ability to grow and manage growth profitably, (iv) Akerna’s ability to maintain relationships with customers and suppliers and retain its management and key employees, (v) costs related to being a public company, (vi) changes in applicable laws or regulations, (vii) Akerna’s ability to identify, complete and integrate acquisitions, including Viridian, and achieve expected synergies and operating efficiencies in connection with acquired businesses, (viii) and other risks and uncertainties disclosed from time to time in Akerna’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein. Actual results, performance, or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those vary from forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial and other information, are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Akerna’s control. All information herein speaks only as of the date hereof, in the case of information about Akerna, or the date of such information, in the case of information from persons other than Akerna. Akerna undertakes no duty to update or revise the information contained herein. Forecasts and estimates regarding Akerna’s industry and end markets are based on sources believed to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
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Exhibit 99.2
