KERNW Akerna Corporation

Akerna Corp. (Nasdaq: KERN) (“Akerna” or the “Company”), a leading enterprise software company and developer of one of the most comprehensive technology infrastructures, ecosystems, and compliance engines powering the global cannabis industry, today announced the pricing of an underwritten public offering of (i) 29,382,861 units of the Company consisting of 29,382,861 shares of common stock together with common stock warrants (the “common warrants”) to purchase up to 29,382,861 shares of common stock and (ii) 14,095,400 pre-funded units, consisting of 14,095,400 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock, together with common warrants to purchase up to 14,095,400 shares of common stock. The units are being sold at a public offering price of $0.23 per unit and the pre-funded units are being sold at a public offering price of $0.2299 per pre-funded unit. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.0001 or on a cashless basis and may be exercised at any time until all of the pre-funded warrants are exercised in full. The common warrants will have an exercise price of $0.23 per share subject to certain adjustments, will be immediately exercisable and will expire five years from the date of issuance. Additionally, the Company has granted the underwriters a 45-day option to purchase up to (i) an additional 6,521,739 shares of common stock and/or (ii) 6,521,739 common warrants and/or (iii) 6,521,739 pre-funded warrants to cover over-allotments, if any, with the total over-allotments not to exceed 13,043,478 shares, including the common stock underlying the common warrants and pre-funded warrants.

The gross offering proceeds to the Company from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses, and excluding the exercise of any warrants, are expected to be approximately $10 million. The offering is expected to close on or about July 5, 2022, subject to customary closing conditions.

The Company intends to use the net proceeds from this offering for general corporate purposes, including servicing our ongoing debt obligations under our convertible notes, working capital, marketing, product development and capital expenditures.

A.G.P./Alliance Global Partners is acting as sole book-running manager for the offering.

A registration statement on Form S-1 (No. 333-265641) relating to the offering was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on June 29, 2022. The offering is being made only by means of a prospectus. A copy of the final prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Akerna

Akerna (Nasdaq: KERN) is an enterprise SaaS company focused on compliantly serving the cannabis, hemp, and CBD industry. First launched in 2010, Akerna has tracked more than $30 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, one of the world's leading cannabis 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, Leaf Data Systems, Trellis, Ample Organics, Viridian Sciences and 365 Cannabis.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements that express the current beliefs and expectations of management, including but not limited to statements related to the timing and completion of the proposed offering and the expected use of proceeds from the proposed offering. These and other risks are discussed in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K, filed on March 31, 2022, and its periodic reports on Form 10-Q and Form 8-K, as well as the risks identified in the registration statement and the prospectus supplement relating to the offering. Any statements contained herein that do not describe historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to update or revise forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.

For more information, visit https://www.akerna.com/.

Contacts:

Media

Georgia Jablon (pr@akerna.com)

Investor

Peter Seltzberg, 516-419-9915, peters@coreir.com