0001567619-22-001190.txt : 20220114 0001567619-22-001190.hdr.sgml : 20220114 20220114151910 ACCESSION NUMBER: 0001567619-22-001190 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190926 FILED AS OF DATE: 20220114 DATE AS OF CHANGE: 20220114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thompson Cecil Ray JR CENTRAL INDEX KEY: 0001805209 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39096 FILM NUMBER: 22531743 MAIL ADDRESS: STREET 1: 1630 WELTON ST STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akerna Corp. CENTRAL INDEX KEY: 0001755953 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 832242651 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1550 LARIMER STREET, SUITE 246 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 888-932-6537 MAIL ADDRESS: STREET 1: 1550 LARIMER STREET, SUITE 246 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MTech Acquisition Holdings Inc. DATE OF NAME CHANGE: 20181015 3/A 1 doc1.xml FORM 3/A X0206 3/A 2019-09-26 2020-08-20 0 0001755953 Akerna Corp. KERN 0001805209 Thompson Cecil Ray JR C/O AKERNA CORP. 1550 LARIMER STREET, SUITE 246 DENVER CO 80202 0 1 1 0 Chief Operating Officer Common Shares 26716 D Each share of restricted stock ("RS") represents a contingent right to receive one share of common stock of Akerna Corp., (the "Company"). The Company may also elect to settle the vested RS in cash or stock, in the Company's sole discretion. Mr. Thompson was granted 26,176 RSs subject to a restricted stock agreement. The RSs vest as follows: 6,679 on January 1, 2020; 6,679 on January 1, 2021; 6,679 on January 1, 2022; and 6,679 on January 1, 2023. The restricted shares were reported in Table II on the Form 3 filed with the Securities and Exchange Commission on August 20, 2020. This amendment is being filed solely to report the restricted shares held by the Reporting Person as Non-Derivative securities in Table I. Exhibit 24.1 Power of Attorney /s/ John Michael Fowle Jr. as attorney-in-fact for Cecil Ray Thompson JR 2022-01-14 EX-24.1 2 corresp.htm POWER OF ATTORNEY Power of Attorney 

LIMITED POWER OF ATTORNEY FOR REPORTING UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
Know all by these presents, that the undersigned hereby constitutes and appoints John
Michael Fowle Jr., signing singly, as the undersigned's true and lawful
attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as a
director or officer of Akerna Corp., a Delaware corporation ("Akerna"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the rules and regulations of the United States
Securities and Exchange Commission (the "SEC") promulgated thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and
execute any amendment or amendments thereto, and to timely file such form
with the SEC and any stock exchange or similar authority, including completing and
executing a Uniform Application for Access Codes to File on Edgar on Form ID; and
(3) 	take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in
the exercise of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and the rights
and powers herein granted. The undersigned acknowledges that neither Akerna nor the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any liability for the undersigned's responsibility
to comply with the requirements of Section 13 or Section 16 of the Exchange
Act or Rule 144, any liability of the undersigned for failure to comply with such
requirements, or any liability of the undersigned for disgorgement of profits under
Section 16(b) of the Exchange Act.
The undersigned agrees that each such attorney-in-fact herein may rely entirely on information
furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless Akerna and such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statement or omission of necessary facts in the information
provided by the undersigned to such attorney-in fact for purposes of executing,
acknowleding, delivering or filing Forms 3, 4 or 5 (including amendments thereto)
and agrees to reimburse Akerna and such attorney-in-fact for any legal
or other expenses reasonably incurred in connection with investigating or defending against
any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned
regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"),
and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby
revoked.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by Akerna, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney may be filed with the SEC as a confirming statement of authority
granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 6th day of August, 2021.

/s/ Cecil Ray Thompson Jr.