UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 2.02 Results of Operations and Financial Condition.
Subsequent to the issuance of the Original Report, the Company discovered a required adjustment to the deferred tax liabilities related to acquired intangible assets from business combinations as part of completing the tax provision for the fiscal year ended December 31, 2021, and other adjustments identified during final review. Such adjustments resulted in the following material changes to the consolidated financial statements and financial highlights as contained in the Original Report as of and for the year ended December 31, 2021:
| ● | goodwill increased by $2.3 million from $44.7 million to $47.0 million; |
| ● |
income tax benefit increased by $2.3 million from $11,739 to $2.3 million; |
| ● | basic and diluted net loss per common share decreased by $0.09 from $1.31 to $1.22; and |
| ● | non-cash change in deferred tax liabilities as an adjustment to reconcile net loss to net cash used in operating activities increased by $2.3 million from $0 to $2.3 million. |
Attached hereto as Exhibit 99.1 is an amended copy of the Press Release with the corrections to the financial highlights and financial statements attached thereto, for the fiscal year ended December 31, 2021.
Outside of the above changes and the impact thereof on dependent subtotals in the financial statements, no other material changes were made to the information set forth in the Press Release. The Company is substantially simultaneously herewith, filing its Annual Report on Form 10-K for the year ended December 31, 2021, which will reflect the corrections.
In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Updated Press Release of Akerna Corp., dated March 21, 2022* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | - Furnished not filed for purposes of Section 18 of the Exchange Act; not incorporated by reference in any filing that the Company 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 31, 2022 | AKERNA CORP. | ||
| By: | /s/ John Fowle | ||
|
Name: Title: |
John Fowle Chief Financial Officer | ||
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