KERNW - Akerna Corp. Announces Anticipated Closing of the Merger with Gryphon Digital Mining Inc. and Reverse Stock Split | Benzinga
- Anticipated closing of all-stock transaction prior to markets opening on Friday, February 9, 2024
- The combined company under the name "Gryphon Digital Mining, Inc." is expected to begin trading on Nasdaq under the symbol "GRYP" when markets open on Friday, February 9, 2024
- In connection with the closing of the Merger, Akerna anticipates completing a reverse stock split at a ratio of 1-for-20
DENVER, Feb. 07, 2024 (GLOBE NEWSWIRE) -- Akerna Corp. (NASDAQ:KERN) ("Akerna"), today announced that the closing of its previously announced merger with Gryphon Digital Mining, Inc. ("Gryphon") (the "Merger") is expected to take place before markets open on Friday, February 9, 2024. Prior to closing the Merger, Akerna anticipates completing a reverse stock split of its common stock at a ratio of one share for twenty shares. Following completion of the Merger, the combined company is expected to begin trading at market open on February 9, 2024, on The Nasdaq Capital Market on a reverse stock split basis, under the new name "Gryphon Digital Mining, Inc." and under the symbol "GRYP".
The estimated exchange ratio of shares of Akerna's common stock for Gryphon common stock and Gryphon preferred stock will be approximately 1.5561 shares of Akerna common stock for each one share of Gryphon Common Stock and Preferred Stock based on estimated aggregate merger consideration of 31,539,011 shares of Akerna common stock, on a post-reverse stock split basis. The actual exchange ratio and merger consideration will depend upon the number of shares of Akerna common stock outstanding as of the closing of the Merger. The number of shares of Akerna common stock outstanding at the closing of the Merger will depend upon the price at which Akerna's outstanding convertible senior secured notes, subordinated secured notes, shares of Series C preferred stock and outstanding amounts due and payable to certain service providers and officers of Akerna are converted into shares of Akerna common stock based on the closing price of Akerna's common stock on the trading day immediately prior to closing and/or the 5-day volume weighted average price of Akerna's common stock immediately prior to closing.
Immediately after the consummation of the Merger, Akerna equityholders as of immediately prior to the Merger are expected to own approximately 7.5% of the outstanding equity interests of the combined company on a fully diluted basis and former Gryphon equityholders are expected to own approximately 92.5% of the outstanding equity interests of the combined company on a fully diluted basis.
At closing, each warrant to purchase common stock of Gryphon will be assumed by Akerna and become a warrant to purchase an adjusted number of shares of Akerna common stock, at an adjusted exercise price per share but subject to the same terms and conditions ...