UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 5, 2024, Gryphon Digital Mining, Inc. (formerly known as Akerna Corp.), a Delaware corporation (the “Company”), filed Certificates of Elimination for the Company’s Series A and Series B Preferred Stock Certificates of Designation. The 400,000 authorized shares of Series A Preferred Stock, and the 100,000 authorized shares of Series B Preferred Stock were cancelled and returned to authorized Preferred Stock available for issuance in accordance with the Company’s current amended and restated certificate of incorporation effective immediately following the filing of the Certificates of Elimination.
The foregoing description of the elimination of the Series A and Series B Preferred Stock is qualified in its entirety by the Certificates of Elimination which are filed as Exhibit 3.1 and Exhibit 3.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
3.1 | Certificate of Elimination of Series A Preferred Certificate of Designation | |
3.2 | Certificate of Elimination of Series B Preferred Certificate of Designation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
1
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: February 9, 2024 | GRYPHON DIGITAL MINING, INC. | ||
By: | /s/ Robby Chang | ||
Name: | Robby Chang | ||
Title: | Chief Executive Officer |
2
Exhibit 3.1
AKERNA CORP.
CERTIFICATE OF ELIMINATION OF CERTIFICATE OF DESIGNATION, PREFERENCES, AND LIMITATIONS OF
SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK
PURSUANT TO SECTON 151 OF THE DELAWARE GENERAL CORPORATION LAW
The undersigned, Jessica Billingsley, does hereby certify that:
She is the Chief Executive Officer of Akerna Corp., a Delaware corporation (the “Corporation”).
Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), and the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the provisions of the Corporation’s certificate of incorporation, as amended and in effect (the “Certificate of Incorporation”), the Board on February 2, 2024 adopted resolutions eliminating the designation and the relative powers, preferences, rights, qualifications, limitations and restrictions of the Corporation’s Series A Convertible Redeemable Preferred Stock. These composite resolutions are as follows:
WHEREAS, the Board has previously adopted a resolution providing for the designation, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof, of four hundred thousand (400,000) shares of the Corporation’s Preferred Stock, par value $0.0001 per share (the “Series A Certificate”);
WHEREAS, no shares of Series A Convertible Redeemable Preferred Stock currently remain outstanding and no such shares of Series A Convertible Redeemable Preferred Stock shall be issued in the future;
WHEREAS, the Board deems it to be in the best interests of the Corporation and its stockholders to eliminate the Series A Certificate and return all of the shares of Preferred Stock previously designated as Series A Convertible Redeemable Preferred Stock to authorized Preferred Stock available for issuance in accordance with the Company’s current certificate of incorporation and bylaws;
NOW, THEREFORE, BE IT RESOLVED: That pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation of the Corporation, the Board hereby eliminates the Series A Certificate and returns all previously designated shares of Series A Convertible Redeemable Preferred Stock to their status as authorized Preferred Stock available for issuance as determined by the Board, and that the officers of the Corporation, and each acting singly, are hereby authorized, empowered and directed to file with the Secretary of State of the State of Delaware a Certificate of Elimination of the Certificate of Designation, Preferences and Limitations of the Series A Convertible Redeemable Preferred Stock, as such officer or officers shall deem necessary or advisable to carry out the purposes of this resolution; and finally
BE IT RESOLVED, that when such certificate of elimination becomes effective upon acceptance of the Secretary of State of the State of Delaware, it shall have the effect of eliminating from the Corporation’s current Certificate of Incorporation all matters set forth in the Series A Certificate with respect to the Series A Convertible Redeemable Preferred Stock.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by and attested by its Chief Executive Office on this 2nd day of February, 2024.
AKERNA CORP. | |||
By: | /s/ Jessica Billingsley | ||
Name: | Jessica Billingsley | ||
Title: | Chief Executive Officer |
Exhibit 3.2
AKERNA CORP.
CERTIFICATE OF ELIMINATION OF CERTIFICATE OF DESIGNATION, PREFERENCES, AND LIMITATIONS OF
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
PURSUANT TO SECTON 151 OF THE DELAWARE GENERAL CORPORATION LAW
The undersigned, Jessica Billingsley, does hereby certify that:
She is the Chief Executive Officer of Akerna Corp., a Delaware corporation (the “Corporation”).
Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), and the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the provisions of the Corporation’s certificate of incorporation, as amended and in effect (the “Certificate of Incorporation”), the Board on February 2, 2024 adopted resolutions eliminating the designation and the relative powers, preferences, rights, qualifications, limitations and restrictions of the Corporation’s Series B Convertible Redeemable Preferred Stock. These composite resolutions are as follows:
WHEREAS, the Board has previously adopted a resolution providing for the designation, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof, of four hundred thousand (100,000) shares of the Corporation’s Preferred Stock, par value $0.0001 per share (the “Series B Certificate”);
WHEREAS, no shares of Series B Convertible Redeemable Preferred Stock currently remain outstanding and no such shares of Series B Convertible Redeemable Preferred Stock shall be issued in the future;
WHEREAS, the Board deems it to be in the best interests of the Corporation and its stockholders to eliminate the Series B Certificate and return all of the shares of Preferred Stock previously designated as Series B Convertible Redeemable Preferred Stock to authorized Preferred Stock available for issuance in accordance with the Company’s current certificate of incorporation and bylaws;
NOW, THEREFORE, BE IT RESOLVED: That pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation of the Corporation, the Board hereby eliminates the Series B Certificate and returns all previously designated shares of Series B Convertible Redeemable Preferred Stock to their status as authorized Preferred Stock available for issuance as determined by the Board, and that the officers of the Corporation, and each acting singly, are hereby authorized, empowered and directed to file with the Secretary of State of the State of Delaware a Certificate of Elimination of the Certificate of Designation, Preferences and Limitations of the Series B Convertible Redeemable Preferred Stock, as such officer or officers shall deem necessary or advisable to carry out the purposes of this resolution; and finally BE IT RESOLVED, that when such certificate of elimination becomes effective upon acceptance of the Secretary of State of the State of Delaware, it shall have the effect of eliminating from the Corporation’s current Certificate of Incorporation all matters set forth in the Series B Certificate with respect to the Series B Convertible Redeemable Preferred Stock.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by and attested by its Chief Executive Office on this 2nd day of February, 2024.
AKERNA CORP. | |||
By: | /s/ Jessica Billingsley | ||
Name: | Jessica Billingsley | ||
Title: | Chief Executive Officer |
Cover |
Feb. 05, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 05, 2024 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39096 |
Entity Registrant Name | AKERNA CORP. |
Entity Central Index Key | 0001755953 |
Entity Tax Identification Number | 83-2242651 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1180 N. Town Center Drive |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89144 |
City Area Code | 877 |
Local Phone Number | 646-3374 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Trading Symbol | GRYP |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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