---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-003425"
form_type: "8-K"
ticker: "ABTC"
cik: "0001755953"
company_name: "American Bitcoin Corp."
filed_at: "2023-01-18T23:59:59+00:00"
generated_at: "2026-06-20T14:07:49.688919+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Akerna sells 365 Cannabis subsidiary for $500K cash plus earn-out termination; Jeff Kiehn departs

## Summary
- Sold wholly-owned subsidiary 365 Cannabis for $500K cash and termination of $2.3M earn-out liability.
- Jeff Kiehn, President of Akerna Enterprise, terminated; he was a principal of the buyer.
- $400K of cash proceeds placed into restricted accounts as security for senior secured convertible notes.
- Pro forma net loss for nine months ended Sep 30, 2022 reduced from $53.8M to $46.9M after removal of 365 results.
- Company and buyer entered into a shared services agreement for transition services in Jan/Feb 2023.

## SEC filing metadata
- accession: 0001213900-23-003425
- form_type: 8-K
- ticker: ABTC
- cik: 0001755953
- company_name: American Bitcoin Corp.
- filed_at: 2023-01-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1755953/000121390023003425/0001213900-23-003425-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1755953/000121390023003425/ea171821-8k_akernacorp.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-003425
- JSON: https://secwatch.observer/filing/0001213900-23-003425.json
- Plain text: https://secwatch.observer/filing/0001213900-23-003425.txt

## Key facts
- M&A Transactions
  American Bitcoin Corp. completed a disposition involving 365 Holdco LLC for $500,000 of cash plus the deemed value of $2,283,806.42 in consideration of the Termination and Release (closed 2023-01-11).
  - Action: disposition
  - Counterparty: 365 Holdco LLC
  - Consideration: $500,000 of cash plus the deemed value of $2,283,806.42 in consideration of the Termination and Release
  - Closing: 2023-01-11
  source text: the Company agreed to sell all of the issued and outstanding capital stock of 365 owned by the Company (“ 365 Shares ”) to Buyer for an aggregate purchase price consisting of $500,000 of cash (the “ Cash Purchase Price ”), subject to adjustment pursuant to the Purchase Agreement, plus the deemed value of $2,283,806.42 in consideration of the Termination and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023003425/0001213900-23-003425-index.htm
- Material Agreements
  American Bitcoin Corp. entered into Stock Purchase Agreement with 365 Holdco LLC valued at $500,000 cash plus deemed value of $2,283,806.42 (effective 2023-01-11).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: 365 Holdco LLC
  - Value: $500,000 cash plus deemed value of $2,283,806.42
  - Effective: 2023-01-11
  source text: On January 11, 2023, Akerna Corp., a Delaware corporation (the “ Company ”) and The NAV People, Inc. d/b/a “365 Cannabis”, a Delaware corporation and a wholly-owned subsidiary of the Company (“ 365 ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with 365 Holdco LLC, a Delaware limited liability company (“ Buyer ”
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023003425/0001213900-23-003425-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.