Akerna sells MJ Freeway and Ample Organics for $4M, merges with Gryphon Digital Mining

American Bitcoin Corp.

Akerna will sell MJF and Ample subsidiaries to POSaBIT for $4M in cash, subject to working capital adjustments.
Akerna will merge with Gryphon Digital Mining; Gryphon equityholders to own ~92.5% of combined company.
Exchange agreements with note holders: portion of notes exchanged for Series C Preferred; conversion price lowered to $1.20.
Warrant exercise price automatically adjusted from $3.518 to $0.88 due to note repricing.
Termination fees: $140K to POSaBIT and $275K to Gryphon under certain circumstances.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

American Bitcoin Corp. entered into Agreement and Plan of Merger with Gryphon Digital Mining, Inc. (effective 2023-01-27).

Action: entry
Agreement: merger
Counterparty: Gryphon Digital Mining, Inc.
Effective: 2023-01-27

Exact text from the filing

Akerna entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gryphon Digital Mining, Inc. (“Gryphon”) and Akerna Merger Co. (“Akerna Merger”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

American Bitcoin Corp. entered into Securities Purchase Agreement with POSaBIT Systems Corporation valued at $4,000,000 in cash (effective 2023-01-27).

Action: entry
Agreement: asset purchase
Counterparty: POSaBIT Systems Corporation
Value: $4,000,000 in cash
Effective: 2023-01-27

Exact text from the filing

Akerna Corp., a Delware corporation (“Akerna”), entered into a securities purchase agreement (the “SPA”) with Akerna Canada Ample Exchange Inc. (“Akerna Exchange”) and POSaBIT Systems Corporation (“POSaBIT”).

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273 material agreements filed in the last 30 days. Browse all material agreements →

American Bitcoin Corp. filing history →

Source: SEC EDGAR

accession 0001213900-23-005492

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