Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 01, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Akerna Corp. | |
Entity Central Index Key | 0001755953 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39096 | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 24,136,076 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 15,426,759 | $ 17,840,640 |
Restricted cash | 500,000 | 500,000 |
Accounts receivable, net | 1,887,093 | 1,753,547 |
Prepaid expenses and other current assets | 2,095,614 | 2,458,727 |
Total current assets | 19,909,466 | 22,552,914 |
Fixed assets, net | 1,139,689 | 1,193,433 |
Investment, net | 229,883 | 233,664 |
Capitalized software, net | 4,201,065 | 3,925,739 |
Intangible assets, net | 6,974,546 | 7,388,795 |
Goodwill | 41,874,527 | 41,874,527 |
Total Assets | 74,329,176 | 77,169,072 |
Current liabilities | ||
Accounts payable, accrued expenses and other accrued liabilities | 3,060,746 | 3,188,576 |
Deferred revenue | 1,105,869 | 843,900 |
Current portion of long-term debt | 8,781,302 | 11,707,363 |
Derivative liability | 487,372 | 311,376 |
Total current liabilities | 13,435,289 | 16,051,215 |
Long-term debt, less current portion | 1,127,843 | 3,895,237 |
Total liabilities | 14,563,132 | 19,946,452 |
Commitments and contingencies (Note 8) | ||
Equity: | ||
Preferred stock, par value $0.0001; 5,000,000 shares authorized, none are issued and outstanding at March 31, 2021 and December 31, 2020 | ||
Exchangable Preferred Stock | 12,601,744 | 20,405,219 |
Common stock, par value $0.0001; 75,000,000 shares authorized, 23,067,517 and 19,901,248 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 2,306 | 1,990 |
Additional paid-in capital | 110,903,949 | 94,086,433 |
Accumulated other comprehensive loss | (104,727) | (91,497) |
Accumulated deficit | (63,637,228) | (57,179,525) |
Total equity | 59,766,044 | 57,222,620 |
Total liabilities and equity | $ 74,329,176 | $ 77,169,072 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common Stock, Shares, Issued | 23,067,517 | 19,901,248 |
Common stock, shares outstanding | 23,067,517 | 19,901,248 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | ||
Preferred stock, shares issued | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Special Voting Preferred Stock | ||
Preferred stock, liquidation preference per share | $ 1 | $ 1 |
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares authorized | 1 | 1 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Exchangeable Shares [Member] | ||
Preferred stock, shares outstanding | 1,647,287 | 2,667,349 |
Preferred stock, shares issued | 1,647,287 | 2,667,349 |
Preferred stock, no par value | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Total revenues | $ 4,014,024 | $ 3,070,546 |
Cost of revenues | 1,454,167 | 1,396,219 |
Gross profit | 2,559,857 | 1,674,327 |
Operating expenses | ||
Product development | 1,424,100 | 874,787 |
Sales and marketing | 1,735,915 | 2,040,751 |
General and administrative | 1,852,962 | 3,457,262 |
Depreciation and amortization | 1,052,883 | 180,229 |
Total operating expenses | 6,065,860 | 6,553,029 |
Loss from operations | (3,506,003) | (4,878,702) |
Other (expense) income: | ||
Interest expense | (776,181) | |
Interest income | 1,801 | 33,522 |
Change in fair value of convertible notes | (1,991,272) | |
Change in fair value of derivative liability | (175,996) | 236,917 |
Other expense, net | (124) | |
Total other (expense) income | (2,941,648) | 270,315 |
Net loss before income taxes and equity in losses of investee | (6,447,651) | (4,608,387) |
Income tax expense | (6,270) | |
Equity in losses of investee | (3,782) | |
Net loss | (6,457,703) | (4,608,387) |
Net loss attributable to noncontrolling interest in consolidated subsidiary | 101,175 | |
Net loss attributable to Akerna shareholders | $ (6,457,703) | $ (4,507,212) |
Basic and diluted weighted average common stock outstanding | 22,209,072 | 12,469,737 |
Basic and diluted net loss per common share | $ (0.29) | $ (0.36) |
Software | ||
Revenues | ||
Total revenues | $ 3,795,153 | $ 2,346,310 |
Consulting | ||
Revenues | ||
Total revenues | 172,747 | 692,584 |
Other | ||
Revenues | ||
Total revenues | $ 46,124 | $ 31,652 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,457,703) | $ (4,608,387) |
Other comprehensive (loss) income: | ||
Foreign currency translation | (230) | |
Unrealized loss on convertible notes | (13,000) | |
Comprehensive loss | $ (6,470,933) | $ (4,608,387) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Total | Special Voting Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Akerna Shareholders' Equity | Noncontrolling Interests in Consolidated Subsidiary |
Balance at Dec. 31, 2019 | $ 19,773,131 | $ 1,093 | $ 51,060,652 | $ (31,288,614) | $ 19,773,131 | |||
Balance, shares at Dec. 31, 2019 | 10,921,485 | |||||||
Common shares issued in exchange for interest in consolidated subsidiary | 17,550,000 | $ 195 | 17,549,805 | 17,550,000 | ||||
Common shares issued in exchange for interest in consolidated subsidiary, Shares | 1,950,000 | |||||||
Noncontrolling interests in acquired subsidiary | 4,863,433 | 4,863,433 | ||||||
Stock-based compensation | 301,948 | 301,948 | 301,948 | |||||
Forfeitures of restricted shares | $ (2) | 2 | ||||||
Forfeitures of restricted shares, shares | (15,813) | |||||||
Net loss | (4,608,387) | (4,507,212) | (4,507,212) | (101,175) | ||||
Balance at Mar. 31, 2020 | 37,880,125 | $ 1,286 | 68,912,407 | (35,795,826) | $ 33,117,867 | $ 4,762,258 | ||
Balance, shares at Mar. 31, 2020 | 12,855,672 | |||||||
Balance at Dec. 31, 2020 | 57,222,620 | $ 20,405,219 | $ 1,990 | 94,086,433 | (91,497) | (57,179,525) | ||
Balance, shares at Dec. 31, 2020 | 2,667,349 | 19,901,248 | ||||||
Conversion of Exchangeable Shares to common stock, shares | (1,020,062) | 1,020,062 | ||||||
Conversion of Exchangeable Shares to common stock | $ (7,803,475) | $ 102 | 7,803,373 | |||||
Settlement of convertible debt | 8,467,500 | $ 208 | 8,467,292 | |||||
Settlement of convertible debt, shares | 2,080,140 | |||||||
Shares withheld for withholding taxes | (333,847) | $ (5) | (333,842) | |||||
Shares withheld for withholding taxes, shares | (48,948) | |||||||
Stock-based compensation | 503,379 | 503,379 | ||||||
Settlement of liabilities with shares | 377,325 | $ 10 | 377,315 | |||||
Settlement of liabilities with shares, shares | 101,705 | |||||||
Restricted stock vesting | $ 1 | (1) | ||||||
Restricted stock vesting, shares | 13,978 | |||||||
Forfeitures of restricted shares | ||||||||
Forfeitures of restricted shares, shares | 668 | |||||||
Foreign currency translation adjustments | (230) | (230) | ||||||
Unrealized loss(gain) on convertible notes | (13,000) | (13,000) | ||||||
Net loss | (6,457,703) | (6,457,703) | ||||||
Balance at Mar. 31, 2021 | $ 59,766,044 | $ 12,601,744 | $ 2,306 | $ 110,903,949 | $ (104,727) | $ (63,637,228) | ||
Balance, shares at Mar. 31, 2021 | 1,647,287 | 23,067,517 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (6,457,703) | $ (4,608,387) | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Equity in losses of investment | 3,782 | ||
Bad debt | (10,516) | 208,729 | |
Stock-based compensation expense | 503,379 | 301,948 | |
Amortization of deferred contract cost | 118,519 | ||
Non-cash interest expense | 769,773 | ||
Depreciation and amortization | 1,052,882 | 2,824 | |
Foreign currency loss | (18,801) | ||
Change in fair value of convertible notes | 1,991,272 | ||
Change in fair value of derivative liability | 175,996 | (236,917) | $ (746,852) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (177,832) | 234,203 | |
Prepaid expenses and other current assets | 236,339 | (631,319) | |
Other assets | (58,925) | ||
Accounts payable and accrued liabilities | 152,455 | 975,312 | |
Deferred revenue | 286,637 | (101,237) | |
Net cash used in operating activities | (1,373,818) | (3,913,769) | |
Cash flows from investing activities | |||
Developed software additions | (704,637) | (604,851) | |
Furniture, fixtures, and equipment additions | (53,621) | ||
Cash paid for business combinations, net of cash acquired | 101,340 | ||
Net cash used in investing activities | (704,637) | (557,132) | |
Cash flows from financing activities | |||
Value of shares withheld for related to tax withholdings | (333,847) | ||
Net cash (used in) provided by financing activities | (333,847) | ||
Effect of exchange rate changes on cash and restricted cash | (1,579) | ||
Net change in cash and restricted cash | (2,413,881) | (4,470,901) | |
Cash and restricted cash - beginning of period | 18,340,640 | 19,280,897 | |
Cash and restricted cash - end of period | 15,926,759 | 14,809,996 | $ 18,340,640 |
Cash paid for interest | |||
Cash paid for taxes | |||
Supplemental Disclosure of non-cash investing and financing activity: | |||
Settlement of convertible notes in common stock | 8,467,292 | ||
Conversion of exchangeable shares to common stock | 7,803,475 | ||
Settlement of other liabilities in common stock | $ 377,325 |
Description of Business, Liquid
Description of Business, Liquidity and Capital Resources | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Liquidity and Capital Resources | Note 1 - Description of Business, Liquidity and Capital Resources Description of Business Akerna Corp., herein referred to as we, us our or Akerna, through our wholly owned subsidiaries MJ Freeway, LLC, or MJF, Trellis Solutions, Inc., or Trellis, Ample Organics, Inc, or Ample, and solo sciences, inc, or Solo, provides enterprise software solutions that enable regulatory compliance and inventory management. Our proprietary, broad and growing suite of solutions are adaptable for industries in which interfacing with government regulatory agencies for compliance purposes is required, or where the tracking of organic materials from seed or plant to end products is desired. We develop products intended to assist states in monitoring licensed businesses’ compliance with state regulations and to help state-licensed businesses operate in compliance with such law. We provide our commercial software platform, MJ Platform ® ® ® we provide an innovative, next-generation solution for state and national governments to securely track product and waste throughout the supply chain with solo*TAG ™ . The integration of MJ Platform ® ™ results in technology for consumers and brands that brings a consumer-facing mark designed to highlight the authenticity and signify transparency. We consult with clients on a wide range of areas to help them successfully maintain compliance with state laws and regulations. We provide project-focused consulting services to clients who are initiating or expanding their cannabis business operations or are interested in data consulting engagements with respect to the legal cannabis industry. Our advisory engagements include service offerings focused on compliance requirement assessments, readiness and best practices, compliance monitoring systems, application processes, inspection readiness and business plan and compliance reviews. We typically provide our consulting services to clients in emerging markets that are seeking consultation on newly introduced licensing regimes and assistance with the regulatory compliant build-out of operations. Liquidity and Capital Resources Since our i nception 3.5 1.4 15.4 6.5 During 2020 costs and identifying cost savings that we expect to result in annual savings of an additional $ 3.0 4.0 4,400,000 to the holders of convertible notes upon conversion of installment amounts. As of March 31, 2021, the principal balance of the senior secured convertible notes was $ 7.5 After considering all available evidence, we determined that, due to our current positive working capital, our ability to repay our senior secured convertible note with shares of our common stock, and our initiatives to reduce operating expenditures, that we have sufficient working capital to sustain operations for a period of at least twelve From time to time, we may pursue various strategic business opportunities. These opportunities may include investment in or ownership of additional technology companies through direct investments, acquisitions, joint ventures, and other arrangements. We can provide no assurance that we will successfully identify such opportunities or that, if we identify and pursue any of these opportunities, any of them will be consummated. Consequently, we may raise additional equity or debt capital or enter into arrangements to secure the necessary financing to fund the completion of such strategic business opportunities, although no assurance can be provided that we will be successful in completing a future capital raise. The sale of additional equity could result in additional dilution to our existing stockholders, and financing arrangements may not be available to us, or may not be available in sufficient amounts or on acceptable terms. Our future operating performance will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The condensed consolidated balance sheet as of and for the period ended December 31, 2020, has been derived from our audited financial statements at that date but does not include all disclosures and financial information required by GAAP for complete financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the period ended December 31, 2020, which were included in our report on Form 10-K filed on March 31, 2021. Principles of Consolidation Our accompanying condensed consolidated financial statements include the accounts of Akerna, our wholly owned subsidiaries and those entities in which we otherwise have a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. We evaluate our ownership interests, contractual rights, and other interests in entities to determine if the entities are variable interest entities, or VIEs, when we have a variable interest in those entities. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. These evaluations can be complex and involve judgment and the use of estimates and assumptions based on available historical information. If we determine that we hold a variable interest in a VIE and we are the primary beneficiary of the VIE, we must consolidate the VIE in our financial statements. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of these VIE’s operations and general market conditions. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and reassess our status on an ongoing basis. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. We base our estimates on assumptions that we believe to be reasonable under the circumstances, the results of which form a basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. under different assumptions or conditions; however, we believe that our estimates are reasonable Concentrations of Credit Risk We grant credit in the normal course of business to customers in the United States. We periodically perform credit analysis and monitor the financial condition of our customers to reduce credit risk. During the three months ended March 31, 2021 and 2020 one 12 % and 25 two 34 36 Foreign Currency Translation The functional currency of the Company's non-U.S. operations is the local currency. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Revenue and expenses are translated into U.S. dollars using the average rates of exchange prevailing during the period. Translation gains or losses are included as a component of accumulated other comprehensive loss in stockholders' equity. Gains and losses resulting from foreign currency transactions are recognized as other income (expense). Reclassifications and Revisions Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation. Segment Reporting Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance and information for different revenue streams is not evaluated separately. As such, t he Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, we disclose our long-lived assets by geographical location (in thousands): As of March 31, 2021 As of December 31, 2020 Long-lived assets: United States $ 10,969 $ 9,994 Canada 5,615 5,074 Total $ 16,584 $ 15,068 Warrant Liabilities We classify private placement warrants as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations and comprehensive loss. We will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. Recent Accounting Pronouncements The FASB has issued new guidance related to the accounting for leases. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. Following our change in fiscal year effective on December 31, 2020, the new standard is effective for us beginning with our fiscal year ending December 31, 2022 and in interim periods thereafter. We have limited assets subject to operating lease and therefore expect the adoption of the new standard to result in the recognition of right of use assets and lease liabilities for any office or vehicle leases in effect at that date, we do not expect a significant impact to our results of operations. The FASB has issued guidance to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. Following our change in fiscal year-end effective December 31, 2020, the new guidance is effective for us beginning on January 1, 2023. We are evaluating the impact of adoption of the new standard on our consolidated financial statements. The FASB has issued guidance regarding whether internal-use software development costs should be capitalized or charged to expense. Depending upon on the nature of the costs and the project stage in which they are incurred. Capitalized development costs are subject to amortization and impairment guidance consistent with existing internal-use software development cost guidance. Following our change in fiscal year end effective December 31, 2020, the guidance is applicable for us for the year ending December 31, 2020 The FASB has issued guidance clarifying the interactions between various standards governing investments in equity securities. The new guidance addresses accounting for the transition into and out of the equity method and measurement of certain purchased options and forward contracts to acquire investments. The standard is effective for us for annual and interim periods beginning on January 1, 2022 , with early adoption permitted. Adoption of the standard requires changes to be made prospectively. We do not anticipate a significant impact to our financial statements as a result of this new guidance. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3 Financial Statement Impact of Adopting ASC 606 On July 1, 2020, we adopted ASC 606 606 The most significant impacts of this standard relate to the timing of revenue recognition of fixed fees under our contracts, as well as the accounting for costs to obtain contracts. Under ASC 606 606 606 Revenue Recognition Policies for the three months ended March 31, 2020 We derive our revenues primarily from the following sources: software revenues, which are primarily comprised of subscription fees from government and commercial customers accessing our enterprise cloud computing services and from customers paying for additional support beyond the standard support that is included in the basic subscription fees; and consulting services provided to operators interested in integrating our platform into their respective operations, such services include: assessing compliance requirements, monitoring systems and readiness; assisting with the application process; and evaluating the operator’s inspection readiness and business plan. We commence revenue recognition when there is persuasive evidence of an arrangement, the service has been or is being provided to the customer, the collection of the fees is reasonably assured, and the amount of fees to be paid by the customer is fixed or determinable. Software Revenue Software revenue primarily consists of subscription revenue that is recognized ratably over the term of the contract, beginning when access to the applicable software is provided to the customer. We typically invoice customers at the beginning of the term, in multi-year, annual, quarterly, or monthly installments. When a collection of fees occurs in advance of service delivery, revenue recognition is deferred until such services commence. Revenue for implementation fees is recognized ratably over the expected term of the contract, including expected renewals. We include service level commitments to customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if those levels are not met. In addition, customer contracts often include: specific obligations that require us to maintain the availability of the customer’s data through the service and that customer content is secured against unauthorized access or loss, and indemnity provisions whereby we indemnify customers from third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. To date, we have not incurred any material costs as a result of such commitments. Any such credits or payments made to customers under these arrangements are recorded as a reduction of revenue. Consulting Services Revenue Consulting services revenue consists of contracts with fixed terms and fee structures based upon the volume and activity or fixed-price contracts for consulting and strategic services. When these services are not combined with subscription revenues as a single unit of account, as discussed below, these revenues are recognized as services are rendered and accepted by the customer. Other Revenues We sell solo *TAG’s and solo*CODEs print Cost of Revenue Cost of revenue consists primarily of costs related to providing subscription and other services to our customers, including employee compensation and related expenses for data center operations, customer support and professional services personnel, payments to outside technology service providers, security services, and other tools. Deferred Revenue Deferred revenue consists of payments received in advance of revenue recognition from subscription services. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, contract duration, and invoice frequency. Deferred revenue that will be recognized during the succeeding twelve Revenue Recognition Policies for the three months ended March 31, 2021 In accordance with ASC 606 Disagg The Company derives the majority of its revenue from subscription fees paid for access to and usage of its SaaS solutions for a specified period of time, typically one 30 one Sales taxes collected from customers and remitted to government authorities are excluded from revenue. The following table summarizes revenue disaggregation by product for the following periods (in thousands): For the Three Months Ended March 31, 2021 2020 (1) Government $ 1,053 $ 1,118 Non-government 2,961 1,953 $ 4,014 $ 3,071 ( 1 As noted above, prior periods have not been adjusted for the adoption of ASC 606 and are presented in accordance with historical accounting guidance in effect for those periods. For the Three Months Ended March 31, 2021 2020 (1) United States $ 2,659 $ 3,071 Canada 1,355 — $ 4,014 $ 3,071 Software. Our software revenue is generated from subscriptions and services related to the use of our commercial software platforms, MJ Platform, Ample and Trellis, our government regulatory platform, Leaf Data Systems, and the sale of business intelligence, data analytics and other software related services. Software contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 Consulting Services. Consulting services revenue is generated by providing solutions for operators in the pre-application of licensures and pre-operational phases of development. These services include application and business plan preparation as they seek licenses to be granted. Consulting projects completed during the pre-application phase generally solidify us as the software vendor of choice for subsequent operational phases once the operator is granted the license. As a result, our consulting revenue is driven as new emerging states pass legislation, and as our client-operators gain licenses. Accordingly, we expect our consulting services to continue to grow as more states emerge with legalization reforms. Other Revenue. Our other revenue is derived primarily from point-of-sale hardware and other non-recurring revenue. Contracts with Multiple Performance Obligations Customers may elect to purchase a subscription to multiple modules, multiple modules with multiple service levels, or, for certain of the Company's solutions. We evaluate such contracts to determine whether the services to be provided are distinct and accordingly should be accounted for as separate performance obligations. If we determine that a contract has multiple performance obligations, the transaction price, which is the total price of the contract, is allocated to each performance obligation based on a relative standalone selling price method. We estimate standalone selling price based on observable prices in past transactions for which the product offering subject to the performance obligation has been sold separately. As the performance obligations are satisfied, revenue is recognized as discussed above in the product descriptions. Transaction Price Allocated to Future Performance Obligation ASC 606 twelve one one $ 1.1 $ 0.8 twelve Deferred Revenue Deferred revenue represents the unearned portion of subscription and implementation fees. Deferred revenue is recorded when cash payments are received in advance of performance. Deferred amounts are generally recognized within one The following table summarizes deferred revenue activity for the three months ended March 31, 2021 (in thousands): As of Net additions Revenue recognized As of March 31, Deferred revenue $ 844 3,752 ( 4,014 ) $ 582 Of the $ 4.0 0.5 Costs to Obtain Contracts In accordance with ASC 606 one The following table summarizes deferred contract cost activity for the three months ended March 31, 2021 (in thousand): As of Additions Amortized costs ( 1 As of March 31, Deferred contract costs $ 228 105 ( 119 ) $ 214 ( 1 Includes contract costs amortized to sales and marketing expense during the period. |
Significant Transactions
Significant Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Significant Transactions [Abstract] | |
Significant Transactions | Note 4 – Significant Transactions Ample Organics On July 7, 2020, we completed the acquisition ), Ample provides a seed- t o-sale platform to clients in Canada, which offers tracking, reporting, and compliance tools to cannabis cultivators, processors, sellers, and clinics. We acquired 100 3.3 one one one 7.65 30.7 5.5 10,000,000 12 9,000,000 6.67 9,000,000 12 The contingent consideration will be recorded as the estimated fair value on the acquisition date and adjusted to estimated fair value in each subsequent reporting period until settlement. Preliminary Fair Value Exchangeable shares issued $ 25,203 Cash 5,724 Contingent co nsidera 604 Total preliminary fair value of consideration transferred $ 31,531 The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Preliminary Fair Value Cash $ 445 Accounts receivable 917 Prepaid expenses and other current assets 595 Acquired technology 850 Customer relationships 2,660 Acquired trade name 285 Goodwill 25,806 Furniture, fixtures and equipment 1,327 Accounts payable and accrued expenses ( 805 ) Deferred revenue ( 549 ) Net assets acquired $ 31,531 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to identifiable assets acquired and liabilities assumed are based on management’s estimates and assumptions. Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations for Akerna, Trellis, Solo, and Ample as though the companies were combined as of the beginning of our fiscal 2020 Three Months Ended 2020 Revenue $ 4,773 Net loss $ ( 6,717 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of Solo, Trellis, and Ample to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2019 2019 Special Voting Preferred Stock and Exchangeable Shares In connection with the Ample acquisition, we entered into agreements with our wholly-owned subsidiary and the Ample shareholder representative that resulted in the issuance of a single share of our special voting preferred stock, for the purpose of ensuring that each Exchangeable Share is substantially the economic and voting equivalent of a share of Akerna common stock, and, following the registration of the Akerna shares issuable upon exchange of the Exchangeable Shares under the Securities Act of 1933 one one The special voting preferred stock has a par value of $ 0.0001 1.00 During the three months ended March 31, 2021, several Ample shareholders exchanged a total of 1,020,062 7,803,475 common stock. The exchange was accounted for as an equity transaction and we did not recognize a gain or loss on this transaction. As of March 31, 2021, there were a total of 1,647,287 |
Balance Sheet Disclosures
Balance Sheet Disclosures | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 5 Prepaid expenses and other current assets consisted of the following: As of As of March 31, December 31, 2021 2020 Software and technology $ 505,679 $ 480,651 Professional services, dues and subscriptions 653,104 826,195 Insurance 118,762 243,222 Deferred contract costs 214,036 227,718 Unbilled receivables 549,730 612,446 Other 54,303 68,495 Total prepaid expenses and other current assets $ 2,095,614 $ 2,458,727 Accounts payable and accrued liabilities consisted of the following: As of As of March 31, December 31, 2021 2020 Accounts payable $ 495,819 $ 513,610 Professional fees 512,419 333,709 Sales taxes 294,029 216,367 Compensation 266,086 311,379 Contractors 1,172,404 1,281,857 Other 319,989 531,654 Total accounts payable and accrued liabilities $ 3,060,746 $ 3,188,576 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 6 - Fair Value Fair Value Option Election – Convertible Notes We issued Convertible Notes with a principal amount of $ 17.0 15.0 For the Convertible Notes, which are measured at fair value categorized within Level 3 December 31, 2020 March 31, 2021 Fair value balance as of December 31, 2020 $ 13,398,000 Payments on Convertible Notes ( 7,697,727 ) Change in fair value reported in the statements of operations 1,991,272 Change in fair value reported in other comprehensive loss 13,000 Fair value balance as of March 31, 2021 $ 7,704,545 The estimated fair value of the Convertible Notes as of March 31, 2021 and December 31, 2020, was computed using a Monte Carlo 3 We estimated the fair value by using the following key inputs to the Monte Carlo Simulation Model : Fair Value Assumptions - Convertible Notes March 31, 2021 December 31, 2020 Face value principal payable (in thousands) $ 7,475,000 $ 15,172,272 Original conversion price $ 11.50 $ 11.5 Value of Common Stock $ 4.94 $ 3.24 Expected term (years) 2.17 2.3 Volatility 86 % 77 % Market yield 26.4 to 26.6 % 27.1 to 27.2 % Risk free rate 0.2 % 0.1 % Fair Value Measurement – Warrants In connection with MTech Acquisition Corp.'s ("MTech") initial public offering, MTech sold 5,750,000 10.00 750,000 one one one 11.50 243,750 10.00 one one one 11.50 Upon completion of the mergers between MTech and MJF on June 17, 2019, as contemplated by the Merger Agreement dated October 10, 2018, as amended ("Mergers"), the MTech Public Warrants and the MTech Private Warrants were converted, respectively, at an exchange ratio of one one one 189,365 For the Private Warrants classified as derivative liabilities, which are measured at fair value categorized within Level 3 Fair value balance as of December 31, 2020 $ 311,376 Change in fair value reported in the statements of operations 175,996 Fair value balance as of March 31, 2021 $ 487,372 We utilized a binomial lattice model, which incorporates significant inputs, specifically the expected volatility, that are not observable in the market, and thus represents a Level 3 We record the fair value of the Private Private Private Private Private 3 We estimated the fair value by using the following key inputs: Fair Value Assumptions - Private March 31, 2021 December 31, 2020 Number of Private Warrants 225,635 $ 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 4.94 $ 3.24 Expected term (years) 3.21 3.46 Volatility 95.4 % 102.3 % Risk free rate 0.4 % 0.2 % |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 7 - Loss Per Share During the three months ended March 31, 2021 two two two Diluted net loss per common share is calculated under the two two The dilutive effect of unvested restricted stock awards and restricted stock units is reflected in diluted loss per share by application of the treasury stock method and is excluded when the effect would be anti-dilutive. The weighted-average number of shares outstanding used in the computation of diluted earnings per share does not include the effect of potential outstanding common shares that would have been anti-dilutive for the period. The table below details potentially outstanding shares on a fully diluted basis that were not included in the calculation of diluted earnings per share: As of March 31, 2021 2020 Shares issuable upon exchange of Exchangeable Shares 1,647,287 — Shares of common stock issuable in upon conversion of Convertible Notes 612,609 — Warrants 5,813,804 5,813,804 Unvested restricted stock units 664,258 325,121 Unvested restricted stock awards 33,062 75,654 Total 8,771,020 6,214,579 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 - Commitments and Contingencies Litigation On December 4, 2020, TechMagic USA LLC filed suit against our wholly-owned subsidiary, Solo, in Massachusetts Superior Court, Department Business Litigation, seeking recovery of up to approximately $ 1.07 787,000 392,000 395,000 5 .1 one 0.6 On April 2, 2021, TreCom Systems Group, Inc. (“TreCom”) filed suit against Akerna and our wholly-owned subsidiary, MJ Freeway, LLC, in federal District Court for the Eastern District of Pennsylvania, seeking recovery of up to approximately $ 2 497,354.70 0.5 From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of March 31, 2021 through the date these financial statements were issued, there were no other legal proceedings requiring recognition or disclosure in the financial statements. |
Revisions of Previously Issued
Revisions of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revisions of Previously Issued Financial Statements | Note 9 On June 17, 2019, we completed the Mergers with MTech. Prior to the Mergers, MTech was a special purpose acquisition company and had completed an initial public offering in October 2018, which included the issuances of the MTech Private Warrants in a simultaneous private placement transaction. The MTech Private Warrants were exchanged for our Private Warrants as part of the Mergers and our Private Warrants remain outstanding as of March 31, 2021. We previously accounted for these outstanding Private Warrants as components of equity rather than as derivative liabilities. In light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC on April 12, 2021 (the “SEC Staff Statement”), the Company’s management further evaluated our outstanding warrants under Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Based on management’s evaluation and in consultation with the Audit Committee, we concluded that the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40. As a result, these warrants are precluded from equity classification and should be recorded as derivative liabilities remeasured to fair value at each reporting period. We assessed the materiality of these errors on prior periods’ financial statements and concluded that the errors were not material to any prior annual or interim periods. However, we are revising the prior periods’ financial statements when they are next issued in these condensed consolidated financial statements and we are reclassifying the Private Warrants as derivative liabilities measured at their estimated fair values at the end of each reporting period and recognizing changes in the estimated fair value of the derivative instruments from the prior period in the Company’s operating results for the current period. See Item. 4 of Part I, Controls, and Procedures. The Company's change in accounting for the Private Warrants from components of equity to derivative liabilities has no impact on the Company's current or previously reported cash position. The tables below disclose the effects on the financial statements included in this Quarterly Report on Form 10-Q and the financial statements yet to be reissued: Year Ended June 30, 2019 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ ( 2,015,812 ) $ ( 2,015,812 ) Net loss ( 12,403,215 ) ( 2,015,812 ) ( 14,419,027 ) Net loss per share ( 2.05 ) — ( 2.39 ) Three Months Ended March 31, 2020 As reported Adjustment As revised Condensed Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 236,917 $ 236,917 Net loss ( 4,744,129 ) 236,917 ( 4,507,212 ) Net loss per share ( 0.38 ) — ( 0.36 ) Year Ended June 30, 2020 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 1,962,034 $ 1,962,034 Net loss attributable to Akerna shareholders ( 15,534,345 ) 1,962,034 ( 13,572,311 ) Net loss per share ( 1.31 ) — ( 1.14 ) Three Months Ended September 30, 2020 As reported Adjustment As revised Condensed Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 762,646 $ 762,646 Net loss attributable to Akerna shareholders ( 4,741,876 ) 762,646 ( 3,979,230 ) Net loss per share ( 0.34 ) — ( 0.28 ) Six Months Ended December 31, 2020 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 746,852 $ 746,852 Net loss attributable to Akerna shareholders ( 16,957,334 ) 746,852 ( 16,210,482 ) Net loss per share ( 1.06 ) — ( 1.01 ) As of June 30, 2019 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 3,042,000 ) $ ( 3,042,000 ) Total liabilities ( 2,442,503 ) ( 3,042,000 ) ( 5,484,503 ) Additional paid-in capital 47,325,421 ( 1,026,188 ) 46,299,233 Accumulated deficit ( 25,566,746 ) ( 2,015,812 ) ( 27,582,558 ) As of June 30, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 1,058,228 ) $ ( 1,058,228 ) Total liabilities ( 21,955,213 ) ( 1,058,228 ) ( 23,013,441 ) Additional paid-in capital 72,906,924 ( 1,004,450 ) 71,902,474 Accumulated deficit ( 41,101,091 ) ( 53,778 ) ( 41,154,869 ) As of December 31, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 311,376 ) $ ( 311,376 ) Total liabilities ( 19,635,076 ) ( 311,376 ) ( 19,946,452 ) Additional paid-in capital 95,090,883 ( 1,004,450 ) 94,086,433 Accumulated deficit ( 57,872,599 ) 693,074 ( 57,179,525 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events On April 1, 2021, Akerna acquired Viridian Sciences Inc. (“Viridian”), a cannabis business management software system built on SAP Business One in an all-stock deal worth 6.0 Because the acquisition occurred after March 31, 2021, no |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The condensed consolidated balance sheet as of and for the period ended December 31, 2020, has been derived from our audited financial statements at that date but does not include all disclosures and financial information required by GAAP for complete financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the period ended December 31, 2020, which were included in our report on Form 10-K filed on March 31, 2021. |
Principles of Consolidation | Principles of Consolidation Our accompanying condensed consolidated financial statements include the accounts of Akerna, our wholly owned subsidiaries and those entities in which we otherwise have a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. We evaluate our ownership interests, contractual rights, and other interests in entities to determine if the entities are variable interest entities, or VIEs, when we have a variable interest in those entities. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. These evaluations can be complex and involve judgment and the use of estimates and assumptions based on available historical information. If we determine that we hold a variable interest in a VIE and we are the primary beneficiary of the VIE, we must consolidate the VIE in our financial statements. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of these VIE’s operations and general market conditions. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and reassess our status on an ongoing basis. |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. We base our estimates on assumptions that we believe to be reasonable under the circumstances, the results of which form a basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. under different assumptions or conditions; however, we believe that our estimates are reasonable |
Concentrations of Credit Risk | Concentrations of Credit Risk We grant credit in the normal course of business to customers in the United States. We periodically perform credit analysis and monitor the financial condition of our customers to reduce credit risk. During the three months ended March 31, 2021 and 2020 one 12 % and 25 two 34 36 |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's non-U.S. operations is the local currency. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Revenue and expenses are translated into U.S. dollars using the average rates of exchange prevailing during the period. Translation gains or losses are included as a component of accumulated other comprehensive loss in stockholders' equity. Gains and losses resulting from foreign currency transactions are recognized as other income (expense). |
Reclassifications and Revisions | Reclassifications and Revisions Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation. |
Segment Reporting | Segment Reporting Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance and information for different revenue streams is not evaluated separately. As such, t he Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, we disclose our long-lived assets by geographical location (in thousands): As of March 31, 2021 As of December 31, 2020 Long-lived assets: United States $ 10,969 $ 9,994 Canada 5,615 5,074 Total $ 16,584 $ 15,068 |
Warrant Liabilities | Warrant Liabilities We classify private placement warrants as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations and comprehensive loss. We will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB has issued new guidance related to the accounting for leases. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. Following our change in fiscal year effective on December 31, 2020, the new standard is effective for us beginning with our fiscal year ending December 31, 2022 and in interim periods thereafter. We have limited assets subject to operating lease and therefore expect the adoption of the new standard to result in the recognition of right of use assets and lease liabilities for any office or vehicle leases in effect at that date, we do not expect a significant impact to our results of operations. The FASB has issued guidance to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. Following our change in fiscal year-end effective December 31, 2020, the new guidance is effective for us beginning on January 1, 2023. We are evaluating the impact of adoption of the new standard on our consolidated financial statements. The FASB has issued guidance regarding whether internal-use software development costs should be capitalized or charged to expense. Depending upon on the nature of the costs and the project stage in which they are incurred. Capitalized development costs are subject to amortization and impairment guidance consistent with existing internal-use software development cost guidance. Following our change in fiscal year end effective December 31, 2020, the guidance is applicable for us for the year ending December 31, 2020 The FASB has issued guidance clarifying the interactions between various standards governing investments in equity securities. The new guidance addresses accounting for the transition into and out of the equity method and measurement of certain purchased options and forward contracts to acquire investments. The standard is effective for us for annual and interim periods beginning on January 1, 2022 , with early adoption permitted. Adoption of the standard requires changes to be made prospectively. We do not anticipate a significant impact to our financial statements as a result of this new guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated by primary geographical markets and revenue | As of March 31, 2021 As of December 31, 2020 Long-lived assets: United States $ 10,969 $ 9,994 Canada 5,615 5,074 Total $ 16,584 $ 15,068 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summarizes revenue disaggregation | For the Three Months Ended March 31, 2021 2020 (1) Government $ 1,053 $ 1,118 Non-government 2,961 1,953 $ 4,014 $ 3,071 ( 1 As noted above, prior periods have not been adjusted for the adoption of ASC 606 and are presented in accordance with historical accounting guidance in effect for those periods. |
Summarizes adjusted for the adoption of ASC 606 | For the Three Months Ended March 31, 2021 2020 (1) United States $ 2,659 $ 3,071 Canada 1,355 — $ 4,014 $ 3,071 |
Summarizes deferred revenue activity | As of Net additions Revenue recognized As of March 31, Deferred revenue $ 844 3,752 ( 4,014 ) $ 582 |
Summarizes deferred contract cost activity | As of Additions Amortized costs ( 1 As of March 31, Deferred contract costs $ 228 105 ( 119 ) $ 214 ( 1 Includes contract costs amortized to sales and marketing expense during the period. |
Significant Transactions (Table
Significant Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of estimated acquisition date fair value of consideration | Preliminary Fair Value Exchangeable shares issued $ 25,203 Cash 5,724 Contingent co nsidera 604 Total preliminary fair value of consideration transferred $ 31,531 |
Schedule of preliminary estimated fair values of assets acquired and liabilities | Preliminary Fair Value Cash $ 445 Accounts receivable 917 Prepaid expenses and other current assets 595 Acquired technology 850 Customer relationships 2,660 Acquired trade name 285 Goodwill 25,806 Furniture, fixtures and equipment 1,327 Accounts payable and accrued expenses ( 805 ) Deferred revenue ( 549 ) Net assets acquired $ 31,531 |
Schedule of financial information combined results of operations | Three Months Ended 2020 Revenue $ 4,773 Net loss $ ( 6,717 ) |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of prepaid expenses and other current assets | As of As of March 31, December 31, 2021 2020 Software and technology $ 505,679 $ 480,651 Professional services, dues and subscriptions 653,104 826,195 Insurance 118,762 243,222 Deferred contract costs 214,036 227,718 Unbilled receivables 549,730 612,446 Other 54,303 68,495 Total prepaid expenses and other current assets $ 2,095,614 $ 2,458,727 |
Schedule of accounts payable and accrued liabilities | As of As of March 31, December 31, 2021 2020 Accounts payable $ 495,819 $ 513,610 Professional fees 512,419 333,709 Sales taxes 294,029 216,367 Compensation 266,086 311,379 Contractors 1,172,404 1,281,857 Other 319,989 531,654 Total accounts payable and accrued liabilities $ 3,060,746 $ 3,188,576 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Debt [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of reconciliation of fair values | Fair value balance as of December 31, 2020 $ 13,398,000 Payments on Convertible Notes ( 7,697,727 ) Change in fair value reported in the statements of operations 1,991,272 Change in fair value reported in other comprehensive loss 13,000 Fair value balance as of March 31, 2021 $ 7,704,545 |
Schedule of fair value by using key inputs | Fair Value Assumptions - Convertible Notes March 31, 2021 December 31, 2020 Face value principal payable (in thousands) $ 7,475,000 $ 15,172,272 Original conversion price $ 11.50 $ 11.5 Value of Common Stock $ 4.94 $ 3.24 Expected term (years) 2.17 2.3 Volatility 86 % 77 % Market yield 26.4 to 26.6 % 27.1 to 27.2 % Risk free rate 0.2 % 0.1 % |
Private Warrant [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of reconciliation of fair values | Fair value balance as of December 31, 2020 $ 311,376 Change in fair value reported in the statements of operations 175,996 Fair value balance as of March 31, 2021 $ 487,372 |
Schedule of fair value by using key inputs | Fair Value Assumptions - Private March 31, 2021 December 31, 2020 Number of Private Warrants 225,635 $ 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 4.94 $ 3.24 Expected term (years) 3.21 3.46 Volatility 95.4 % 102.3 % Risk free rate 0.4 % 0.2 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of diluted earnings per share | As of March 31, 2021 2020 Shares issuable upon exchange of Exchangeable Shares 1,647,287 — Shares of common stock issuable in upon conversion of Convertible Notes 612,609 — Warrants 5,813,804 5,813,804 Unvested restricted stock units 664,258 325,121 Unvested restricted stock awards 33,062 75,654 Total 8,771,020 6,214,579 |
Revisions of Previously Issue_2
Revisions of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of financial statements | Year Ended June 30, 2019 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ ( 2,015,812 ) $ ( 2,015,812 ) Net loss ( 12,403,215 ) ( 2,015,812 ) ( 14,419,027 ) Net loss per share ( 2.05 ) — ( 2.39 ) Three Months Ended March 31, 2020 As reported Adjustment As revised Condensed Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 236,917 $ 236,917 Net loss ( 4,744,129 ) 236,917 ( 4,507,212 ) Net loss per share ( 0.38 ) — ( 0.36 ) Year Ended June 30, 2020 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 1,962,034 $ 1,962,034 Net loss attributable to Akerna shareholders ( 15,534,345 ) 1,962,034 ( 13,572,311 ) Net loss per share ( 1.31 ) — ( 1.14 ) Three Months Ended September 30, 2020 As reported Adjustment As revised Condensed Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 762,646 $ 762,646 Net loss attributable to Akerna shareholders ( 4,741,876 ) 762,646 ( 3,979,230 ) Net loss per share ( 0.34 ) — ( 0.28 ) Six Months Ended December 31, 2020 As reported Adjustment As revised Consolidated Statements of Operations Change in fair value of derivative liability $ — $ 746,852 $ 746,852 Net loss attributable to Akerna shareholders ( 16,957,334 ) 746,852 ( 16,210,482 ) Net loss per share ( 1.06 ) — ( 1.01 ) As of June 30, 2019 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 3,042,000 ) $ ( 3,042,000 ) Total liabilities ( 2,442,503 ) ( 3,042,000 ) ( 5,484,503 ) Additional paid-in capital 47,325,421 ( 1,026,188 ) 46,299,233 Accumulated deficit ( 25,566,746 ) ( 2,015,812 ) ( 27,582,558 ) As of June 30, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 1,058,228 ) $ ( 1,058,228 ) Total liabilities ( 21,955,213 ) ( 1,058,228 ) ( 23,013,441 ) Additional paid-in capital 72,906,924 ( 1,004,450 ) 71,902,474 Accumulated deficit ( 41,101,091 ) ( 53,778 ) ( 41,154,869 ) As of December 31, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ ( 311,376 ) $ ( 311,376 ) Total liabilities ( 19,635,076 ) ( 311,376 ) ( 19,946,452 ) Additional paid-in capital 95,090,883 ( 1,004,450 ) 94,086,433 Accumulated deficit ( 57,872,599 ) 693,074 ( 57,179,525 ) |
Description of Business, Liqu_2
Description of Business, Liquidity and Capital Resources (Details) - USD ($) | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Description of Business, Liquidity and Capital Resources (Textual) | ||||
Net proceeds of secured convertible notes | $ 7,500,000 | |||
Cash in operations | $ (1,373,818) | $ (3,913,769) | ||
Cost reduction initiatives, description | cost reduction initiatives reducing costs and identifying costs savings that we expect to result in annual savings of an additional $3.0 million to $4.0 million. | |||
Loss from operations | $ (3,506,003) | $ (4,878,702) | ||
Cash | 15,426,759 | $ 17,840,640 | ||
Installment Amount | $ 4,400,000 | |||
Subsequent Event [Member] | Viridian Sciences Inc [Member] | ||||
Description of Business, Liquidity and Capital Resources (Textual) | ||||
Value of business acquired | $ 6,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Primary geographical markets: | |||
Total | $ 4,014,024 | $ 3,070,546 | |
Long-lived assets: | |||
Long-Lived assets | 16,584,000 | $ 15,068,000 | |
United States [Member] | |||
Long-lived assets: | |||
Long-Lived assets | 10,969,000 | 9,994,000 | |
Canada | |||
Long-lived assets: | |||
Long-Lived assets | $ 5,615,000 | $ 5,074,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)CustomersSegment | Mar. 31, 2020USD ($)Customers | Dec. 31, 2020Customers | |
Summary of Significant Accounting Policies (Textual) | |||
Foreign currency transaction related losses | $ | $ 18,801 | ||
Number of Reportable Segments | Segment | 1 | ||
One Government Customer [Member] | Total Revenues [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk percentage | 12.00% | 25.00% | |
Number of Customer | 1 | 1 | |
Two Government Customers [Member] | Net accounts receivable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk percentage | 34.00% | 36.00% | |
Number of Customer | 2 | 2 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | [1] | |
Disaggregation of Revenue [Line Items] | |||
Revenue disaggregation | $ 4,014 | $ 3,071 | |
Government [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue disaggregation | 1,053 | 1,118 | |
Non-Government [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue disaggregation | $ 2,961 | $ 1,953 | |
[1] | As noted above, prior periods have not been adjusted for the adoption of ASC 606 and are presented in accordance withhistoricalaccounting guidance in effect for those periods. |
Revenue (Details 1)
Revenue (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Adjusted for adoption | $ 4,014 | $ 3,071 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Adjusted for adoption | 2,659 | 3,071 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Adjusted for adoption | $ 1,355 |
Revenue (Details 2)
Revenue (Details 2) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue Beginning Balance | $ 844 |
Net additions | 3,752 |
Revenue recognized | (4,014) |
Deferred revenue Ending Balance | $ 582 |
Revenue (Details 3)
Revenue (Details 3) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Revenue from Contract with Customer [Abstract] | ||
Deferred contract costs Beginning Balance | $ 228 | |
Additions | 105 | |
Amortized costs | (119) | [1] |
Deferred contract costs Ending Balance | $ 214 | |
[1] | Includes contract costs amortized to sales and marketing expense during the period. |
Revenue (Details Textual)
Revenue (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Unsatisfied performance obligations | $ 1,100 | |
Deferred Revenue, Recognized | 800 | |
Revenue recognized | 4,014 | |
Deferred revenue | $ 582 | $ 844 |
Significant Transactions (Detai
Significant Transactions (Details 4) - Ample Organics [Member] - USD ($) | Jul. 07, 2020 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||
Common shares issued | $ 25,203,000 | $ 7,803,475 |
Cash | 5,724,000 | |
Contingent consideration | 604,000 | |
Total estimated fair value of consideration | $ 31,531,000 |
Significant Transactions (Det_2
Significant Transactions (Details 5) - Ample Organics [Member] $ in Thousands | Jun. 30, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 445 |
Accounts receivable, net | 917 |
Prepaid expenses and other assets | 595 |
Acquired technology | 850 |
Customer relationships | 2,660 |
Acquired trade name | 285 |
Goodwill | 25,806 |
Furniture, fixtures, and equipment | 1,327 |
Accounts payable and accrued expenses | (805) |
Deferred revenue | (549) |
Net assets acquired | $ 31,531 |
Significant Transactions (Det_3
Significant Transactions (Details 6) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Significant Transactions [Abstract] | |
Revenue | $ 4,773 |
Net loss | $ (6,717) |
Significant Transactions (Det_4
Significant Transactions (Details Textual) - USD ($) | Jul. 07, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Common stock, shares issued | 23,067,517 | 19,901,248 | |
Voting preferred stock, par value | $ 0.0001 | ||
Preferred stock liquidation, description | special voting preferred stock has a par value of $0.0001 per share and a preference in liquidation of $1.00. | ||
Ample Organics [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition of description | acquired 100% of the stock of Ample Organics for 3.3 million exchangeable shares of one of our wholly-owned subsidiaries. The exchangeable shares may be exchanged, at the option of the holder, for shares of Akerna common stock on a one-for-one basis, therefore the exchangeable shares issued were valued at $7.65 per share, the closing price of an equivalent share of Akerna common stock, $30.7 million was the aggregate value of the exchangeable shares. In addition to the stock consideration, we paid $5.5 million in cash, which was used to settle all of Ample's then outstanding debt. In addition to the stock and cash consideration, the agreement provides for contingent consideration of up to CAD$10,000,000, payable in exchangeable shares, payable if Ample's Recurring Revenue recognized during the 12 months after the acquisition date is CAD$9,000,000 or more. The contingent consideration amount is reduced by an amount equal to the product of CAD$6.67 multiplied by the difference between CAD$9,000,000 and the amount of Recurring Revenue realized during the 12 months following the acquisition. | ||
Exchangeable shares issued | 1,647,287 | ||
Exchangeable shares outstanding | 1,647,287 | ||
Shares issued for exchangeable shares | 1,020,062 | ||
Value of shares issued for exchangeable shares | $ 25,203,000 | $ 7,803,475 |
Balance Sheet Disclosures (Deta
Balance Sheet Disclosures (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Disclosures [Abstract] | ||
Software and technology | $ 505,679 | $ 480,651 |
Professional services, dues and subscriptions | 653,104 | 826,195 |
Insurance | 118,762 | 243,222 |
Deferred contract costs | 214,036 | 227,718 |
Unbilled receivables | 549,730 | 612,446 |
Other | 54,303 | 68,495 |
Total prepaid expenses and other current assets | $ 2,095,614 | $ 2,458,727 |
Balance Sheet Disclosures (De_2
Balance Sheet Disclosures (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Disclosures [Abstract] | ||
Accounts payable | $ 495,819 | $ 513,610 |
Professional fees | 512,419 | 333,709 |
Sales taxes | 294,029 | 216,367 |
Compensation | 266,086 | 311,379 |
Contractors | 1,172,404 | 1,281,857 |
Other | 319,989 | 531,654 |
Total accounts payable and accrued liabilities | $ 3,060,746 | $ 3,188,576 |
Fair Value (Details)
Fair Value (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value balance as of December 31,2020 | $ 13,398,000 |
Payments on Convertible Notes | (7,697,727) |
Change in fair value reported in the statements of operations | 1,991,272 |
Change in fair value reported in other comprehensive income | 13,000 |
Fair value balance as of March 31, 2021 | $ 7,704,545 |
Fair Value (Details 1)
Fair Value (Details 1) - Convertible Debt [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Face value principal payable | $ 7,475,000 | $ 15,172,272 |
Original conversion price | $ 11.50 | $ 11.5 |
Value of Common Stock | $ 4.94 | $ 3.24 |
Expected term (years) | 2 years 2 months 1 day | 2 years 3 months 18 days |
Volatility | 86.00% | 77.00% |
Risk free rate | 0.20% | 0.10% |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Market yield | 26.40% | 27.10% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Market yield | 26.60% | 27.20% |
Fair Value (Details 2)
Fair Value (Details 2) - Private Warrant [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value balance as of December 31, 2020 | $ 311,376 |
Change in fair value reported in the statements of operations | (175,996) |
Fair value balance as of March 31, 2021 | $ 487,372 |
Fair Value (Details 3)
Fair Value (Details 3) - Private Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Number of Private Warrants | 225,635 | 225,635 |
Original conversion price | $ 11.50 | $ 11.50 |
Value of Common Stock | $ 4.94 | $ 3.24 |
Expected term (years) | 3 years 2 months 16 days | 3 years 5 months 16 days |
Volatility | 95.40% | 102.30% |
Risk free rate | 0.40% | 0.20% |
Fair Value (Details Textual)
Fair Value (Details Textual) $ / shares in Units, $ in Millions | Feb. 08, 2018$ / sharesshares | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Jun. 09, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Principal amount | $ | $ 17 | |||
Purchase price | $ | $ 15 | |||
Common Stock [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of shares issued | 189,365 | |||
Private Warrant [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Mtech [Member] | Warrant [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Exchange ratio of converted warrants upon conversion | 1 | |||
Mtech [Member] | Public Warrant [Member] | IPO [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Shares sold | 5,750,000 | |||
Purchase price per unit (in dollars per share) | $ / shares | $ 10 | |||
Number of securities called by each warrant or right | 1 | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
Mtech [Member] | Public Warrant [Member] | IPO [Member] | Common Stock [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of securities called by each warrant or right | 1 | |||
Mtech [Member] | Public Warrant [Member] | IPO [Member] | Warrant [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of securities called by each warrant or right | 1 | |||
Mtech [Member] | Public Warrant [Member] | Over-Allotment Option [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Shares sold | 750,000 | |||
Mtech [Member] | Private Warrant [Member] | Private Placement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Shares sold | 243,750 | |||
Purchase price per unit (in dollars per share) | $ / shares | $ 10 | |||
Number of securities called by each warrant or right | 1 | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
Mtech [Member] | Private Warrant [Member] | Private Placement [Member] | Common Stock [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of securities called by each warrant or right | 1 | |||
Mtech [Member] | Private Warrant [Member] | Private Placement [Member] | Warrant [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of securities called by each warrant or right | 1 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Outstanding shares on fully diluted | 8,771,020 | 6,214,579 |
Shares issuable upon exchange of Exchangeable Shares [Member] | ||
Outstanding shares on fully diluted | 1,647,287 | |
Shares of common stock issuable in upon conversion of Convertible Notes [Member] | ||
Outstanding shares on fully diluted | 612,609 | |
Warrants [Member] | ||
Outstanding shares on fully diluted | 5,813,804 | 5,813,804 |
Unvested restricted stock units [Member] | ||
Outstanding shares on fully diluted | 664,258 | 325,121 |
Unvested restricted stock awards [Member] | ||
Outstanding shares on fully diluted | 33,062 | 75,654 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Apr. 02, 2021 | Dec. 04, 2020 | Mar. 31, 2021 | Apr. 30, 2021 |
Business litigation description | TechMagic USA LLC filed suit against our wholly-owned subsidiary, Solo, in Massachusetts Superior Court, Department Business Litigation, seeking recovery of up to approximately $1.07 million for unpaid invoices pursuant to a Master Services Agreement dated February 5, 2018 by and between TechMagic and Solo. The invoices set forth services that TechMagic USA LLC purports to have provided to Solo regarding development of mobile software applications for MJF and Solo between March and November 2020 totaling approximately $787,000. During our fiscal year ended June 30, 2020, we received invoices totaling an aggregate amount of approximately $392,000. After our year ended June 30, 2020, through December 31, 2020, we have received invoices totaling an aggregate amount of approximately $395,000. The suit seeks continued fees under the Master Services Agreement through the end of January 2021. Akerna provided a notice of termination of the Master Services Agreement on November 23, 2020 and the parties dispute the effective date of the termination. Solo disputes the validity of the invoices, in whole or in part, and intends to defend the suit vigorously. Mr. Ashesh Shah, formerly the president of Solo and currently the holder of 5.1% of our issued and outstanding shares of common stock is, to our knowledge, the founder and one of the principal managers of TechMagic USA LLC. As of March 31, 2021 and December 31, 2020, we recognized a loss contingency of $0.6 million. | |||
Pending Litigation [Member] | ||||
Loss contingency recognized | $ 500,000 | |||
Pending Litigation [Member] | Subsequent Event [Member] | ||||
Expected maximum recovery amount for services allegedly provided pursuant to a Subcontractor Agreement | $ 2,000,000 | |||
Aggregate amount of invoices received from lawsuit | $ 497,354.70 |
Revisions of Previously Issue_3
Revisions of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Change in fair value of derivative liability | $ (175,996) | $ 762,646 | $ 236,917 | $ 746,852 | $ 1,962,034 | $ (2,015,812) |
Net loss | $ (6,457,703) | $ (3,979,230) | $ (4,507,212) | $ (16,210,482) | $ (13,572,311) | $ (14,419,027) |
Net loss per share | $ (0.29) | $ (0.28) | $ (0.36) | $ (1.01) | $ (1.14) | $ (2.39) |
As reported [Member] | ||||||
Change in fair value of derivative liability | ||||||
Net loss | $ (4,741,876) | $ (4,744,129) | $ (16,957,334) | $ (15,534,345) | $ (12,403,215) | |
Net loss per share | $ (0.34) | $ (0.38) | $ (1.06) | $ (1.31) | $ (2.05) | |
Adjustment [Member] | ||||||
Change in fair value of derivative liability | $ 762,646 | $ 236,917 | $ 746,852 | $ 1,962,034 | $ (2,015,812) | |
Net loss | $ 762,646 | $ 236,917 | $ 746,852 | $ 1,962,034 | $ (2,015,812) | |
Net loss per share |
Revisions of Previously Issue_4
Revisions of Previously Issued Financial Statements (Details 2) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Derivative liability | $ (487,372) | $ (311,376) | $ (1,058,228) | $ (3,042,000) |
Total liabilities | (14,563,132) | (19,946,452) | (23,013,441) | (5,484,503) |
Additional paid-in capital | 110,903,949 | 94,086,433 | 71,902,474 | 46,299,233 |
Accumulated deficit | $ (63,637,228) | (57,179,525) | (41,154,869) | (27,582,558) |
As reported [Member] | ||||
Derivative liability | ||||
Total liabilities | (19,635,076) | (21,955,213) | (2,442,503) | |
Additional paid-in capital | 95,090,883 | 72,906,924 | 47,325,421 | |
Accumulated deficit | (57,872,599) | (41,101,091) | (25,566,746) | |
Adjustment [Member] | ||||
Derivative liability | (311,376) | (1,058,228) | (3,042,000) | |
Total liabilities | (311,376) | (1,058,228) | (3,042,000) | |
Additional paid-in capital | (1,004,450) | (1,004,450) | (1,026,188) | |
Accumulated deficit | $ 693,074 | $ (53,778) | $ (2,015,812) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 01, 2021 | Mar. 31, 2021 |
Results of operations of acquiree | $ 0 | |
Subsequent Event [Member] | Viridian Sciences Inc. | ||
Value of business acquired | $ 6,000,000 |