Investor Relations

Code of Ethics

I. Introduction

The Board of Directors of Akerna Corp. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to:

  • promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
  • promote compliance with applicable governmental laws, rules and regulations;
  • deter wrongdoing; and
  • require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended only by resolution of the Company’s Board of Directors.  In this Code, references to the “Company” mean Akerna Corp., and, in each appropriate context, its subsidiaries.

II. Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one’s principles are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.

Each person must:

  • act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests;
  • observe all applicable governmental laws, rules and regulations;
  • comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;
  • adhere to a high standard of business ethics and not seek a competitive advantage through unlawful or unethical business practices;
  • deal fairly with the Company’s customers, suppliers, competitors and employees;
  • refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
  • protect the assets of the Company and ensure their proper use;
  • refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or by using corporate assets, information or position for general personal gain outside the scope of employment with the Company;
  • disclose conflicts of interest and only enter into “related-party transactions” under guidelines or resolutions approved by the Board of Directors (or the appropriate committee of the Board). For purposes of this Code, “related-party transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company’s shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following:
    • any significant ownership interest in any supplier or customer;
    • any consulting or employment relationship with any customer, supplier or competitor;
    • any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
    • the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings
    • being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;
    • selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and
    • any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes – or even appears to interfere – with the interests of the Company as a whole.

III. Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

  • not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
  • in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the Chairman of the Audit Committee of the Company’s Board of Directors (or the Chairman of the Company’s Board of Directors if no Audit Committee exists) any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

IV. Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

V. Reporting and Accountability

The Board of Directors or Audit Committee, if one exists, of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors or Audit Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

  • notify the Chairman promptly of any existing or potential violation of this Code; and
  • not retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

  • The Board of Directors or Audit Committee, if one exists, will take all appropriate action to investigate any breaches reported to it.
  • If the Audit Committee, if one exists, determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.
  • Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee (if one exists) and/or General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

VI. Waivers and Amendments

Any waiver (as defined below) or an implicit waiver (as defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC. A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

VII. Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

VIII. Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.

Jessica Billingsley

MJ Freeway

Jessica Billingsley has served as MJ Freeway’s Chief Executive Officer since April 2018. She co-founded MJ Freeway in 2010 and served as President from 2010 to April 2018. Prior to MJ Freeway, Jessica was CEO and founder of Zoco, a technology services firm with clients across the United States. She has 20 years of technology and systems experience with rapidly scaling businesses, and holds a degree in Communications and Computer Science from the University of Georgia. Jessica was recently included in Inc. Magazine’s 100 Female Founders list, 2018.

Ray Thompson

Chief Operating Officer

Ray Thompson is the Chief Operations Officer at MJ Freeway. He has 15+ years of corporate management experience including operations, sales, and talent management. From 2008 to 2016, Ray served as the Senior Vice President of VisionLink, a multiagency humanitarian software platform. From 2016-2018, Ray was Head of Customer and Sales Operations at Gloo, a people development platform. With 20+ experience in software systems, Ray specializes in the meeting the unique needs of high growth technology companies and helping them scale.

Ruth Ann Kraemer

Chief Financial Officer

Ruth Ann leads MJF’s financial operations. From 2012 to 2018, she served as CFO of Tempo Financial Holdings, Tempo Financial US Corp, and Unidos Financial Services, subsidiaries of Catalina Acquisitions. From 2010 to 2012, she worked for Linc Energy Operations as Divisional CFO. Prior to that, Ruth Ann was CFO for Allegro Multimedia, and has held various financial roles throughout her career. She was certified as a CPA in 1985.

Mark D. Iwanowski

Global Visions-SV, Inc.

Mark D. Iwanowski is the Founder, CEO and President of Global Visions-SV, Inc. He was previously a Managing Director with Trident Capital, Cleantech and served as Senior Vice Presential Global IT and CIO for Oracle Corporation. Mark also held executive positions with Raytheon and was principal at three successful startups—Applied Remote Technology, Quantum Magnetics, and Neohapsis. He earned his MBA from National University and California Institute of Technology, and B.S. in Engineering from the University of Pennsylvania.

Emery Huang

Batu Capital

Emery Huang is senior partner at Batu Capital, which is a multi-family office managed by Emery and Evan Huang. Batu looks for opportunities in cryptocurrency, cannabis, and big data that constitute either game-changing technologies or are late-stage/pre-IPO enterprises that have built wide economic moats. Prior to Batu, Emery was senior partner at Titan Capital.

Matt Kane

Green Shades Software

Matt Kane is the Co-Founder of Greenshades Software where he serves as Co-CEO. He is also a Co-Founder of Welltality, where he served as CEO from 2014-2018 and has remained a Board Member since 2014. Matt’s background is in building, growing and scaling software companies. He has been a member of the MJ Freeway Board of Directors since 2015 and earned his MBA from Warrington College of Business at University of Florida and B.S. in Computer Information Systems from Jacksonville University.

Roger McNamee

Elevation Partners

Roger McNamee co-founded Elevation, an investment partnership focused on the intersection of media and entertainment content and consumer technology. In 1999, he co-founded Silver Lake Partners, the first private equity fund focused on technology businesses. He notably was a key early investor in Facebook, and he released his insights on the social media site in a new book called “Zucked: Waking Up to the Facebook Catastrophe,” published by Penguin Random House.

Tahira Rehmatullah

MTech

Tahira Rehmatullah serves as MTech Acquisition Corp’s CFO, Managing Director of Hypur Ventures, and Board Member of Dope Media. She is also an advisor to numerous businesses and entrepreneurs in the cannabis industry. Tahira has been named one of the top leaders and investors in cannabis by Fortune and Complex, and is dedicated to developing female and minority leadership in the market. She earned her MBA from the Yale School of Management and B.S. in Finance and Life Sciences from The Ohio State University.

Douglas Rothschild

MTech

Douglas Rothschild is MTech’s senior advisor and a senior analyst at Scoggin Management LP, a privately-owned hedge fund sponsor. Since joining Scoggin in 2002, he has focused on analyzing and investing in both public and private securities across all asset sectors. Prior to joining Scoggin, Doug was an associate in the asset management group of Goldman Sachs, where he focused on the real estate, lodging and gaming sectors. Doug received a B.A. in Finance from the Sy Syms School of Business at Yeshiva University. He is a CFA charterholder.

Scott Sozio

MTech

Scott Sozio serves as the CEO of MTech Acquisition Corp., and is the Co-Founder and Managing Director of Director of Hypur Ventures, as well as Partner at the family office investment firm of MTech’s Chairman, Van Dyke Holdings, since its inception in 2013. Scott is Director of Hypur Inc., a banking compliance technology business, and Director of Simplifya Holdings, LLC, a cannabis compliance technology business. He received his B.A. in Architecture from Columbia University.