Gryphon Digital Mining (GRYP) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 09, 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 Fiscal Period Focus	Q3
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		30,735,549
Document Quarterly Report	true
Document Transition Report	false
Trading Symbol	KERN
Document Period End Date	Sep. 30, 2021
Entity Tax Identification Number	83-2242651
Entity Address, Address Line One	1550 Larimer Street
Entity Address, Address Line Two	#246
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(888)
Local Phone Number	932-6537
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 9,608,788	$ 17,840,640
Restricted cash	508,261	500,000
Accounts receivable, net	1,647,619	1,753,547
Prepaid expenses and other current assets	2,194,221	2,458,727
Total current assets	13,958,889	22,552,914
Fixed assets, net	52,322	1,193,433
Investment, net	226,101	233,664
Capitalized software, net	6,167,413	3,925,739
Intangible assets, net	7,311,541	7,388,795
Goodwill	46,790,018	41,874,527
Total Assets	74,506,284	77,169,072
Current liabilities
Accounts payable, accrued expenses and other accrued liabilities	5,185,519	3,188,576
Deferred revenue	908,256	843,900
Current portion of long-term debt		11,707,363
Derivative liability	160,201	311,376
Total current liabilities	6,253,976	16,051,215
Long-term debt, less current portion	3,834,001	3,895,237
Total liabilities	10,087,977	19,946,452
Commitments and contingencies (Note 7)
Equity:
Preferred stock, par value $0.0001; 5,000,000 shares authorized, 1 share special voting preferred stock issued and outstanding at September 30, 2021 and December 31, 2020
Special voting preferred stock, par value $0.0001; 1 share authorized, issued and outstanding as of September 30, 2021 and December 31, 2020, with $1 preference in liquidation; exchangeable shares, no par value, 385,947 and 2,667,349 shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively (See Note 4)	2,952,495	20,405,219
Common stock, par value $0.0001; 75,000,000 shares authorized, 25,332,439 and 19,901,248 issued and outstanding at September 30, 2021 and December 31, 2020, respectively	2,717	1,990
Additional paid-in capital	132,803,659	94,086,433
Accumulated other comprehensive loss	(44,639)	(91,497)
Accumulated deficit	(71,295,925)	(57,179,525)
Total equity	64,418,307	57,222,620
Total liabilities and equity	$ 74,506,284	$ 77,169,072

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	27,167,917	19,901,248
Common stock, shares outstanding	27,167,917	19,901,248
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Special Voting Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Preferred stock, liquidation preference per share	$ 1	$ 1
Exchangeable Shares
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares issued	385,947	2,667,349
Preferred stock, shares outstanding	385,947	2,667,349

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues
Total revenues	$ 5,135,502	$ 3,714,004	$ 14,056,414	$ 9,788,187
Cost of revenues	1,971,382	1,739,937	5,339,929	4,954,721
Gross profit	3,164,120	1,974,067	8,716,485	4,833,466
Operating expenses
Product development	1,566,478	1,758,826	4,517,836	3,722,551
Sales and marketing	2,002,461	2,097,502	5,564,519	6,255,371
General and administrative	2,077,474	2,470,187	8,306,417	9,053,476
Depreciation and amortization	1,238,420	1,171,022	3,605,435	2,387,629
Total operating expenses	6,884,833	7,497,537	21,994,207	21,419,027
Loss from operations	(3,720,713)	(5,523,470)	(13,277,722)	(16,585,561)
Other (expense) income:
Interest (expense) income, net	(238,283)	(3,687)	(1,175,789)	27,751
Change in fair value of convertible notes	(23,227)	778,000	(2,030,904)	1,544,000
Change in fair value of derivative liability	194,046	762,646	151,175	392,605
Gain on forgiveness of PPP Loan	2,234,730		2,234,730
Other (expense) income, net			243	(124)
Total other (expense) income	2,167,266	1,536,959	(820,545)	1,964,232
Net loss before income taxes and equity in losses of investee	(1,553,447)	(3,986,511)	(14,098,267)	(14,621,329)
Income tax expense			(10,570)	(30,985)
Equity in losses of investee		(1,534)	(7,564)	(5,225)
Net loss	(1,553,447)	(3,988,045)	(14,116,401)	(14,657,539)
Net loss attributable to noncontrolling interest in consolidated subsidiary		8,815		858,574
Net loss attributable to Akerna shareholders	$ (1,553,447)	$ (3,979,230)	$ (14,116,401)	$ (13,798,965)
Basic and diluted weighted average common stock outstanding	26,442,446	13,934,945	24,312,510	13,181,691
Basic and diluted net loss per common share	$ (0.06)	$ (0.29)	$ (0.58)	$ (1.05)
Software
Revenues
Total revenues	$ 4,557,960	$ 3,323,592	$ 12,809,841	$ 8,519,635
Consulting
Revenues
Total revenues	551,402	332,587	1,135,033	1,156,171
Other
Revenues
Total revenues	$ 26,140	$ 57,825	$ 111,540	$ 112,381

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,553,447)	$ (3,988,045)	$ (14,116,401)	$ (14,657,539)
Other comprehensive (loss) income:
Foreign currency translation	63,905		65,858
Unrealized (loss) gain on convertible notes	(3,000)	(70,000)	(19,000)	(7,000)
Comprehensive loss	$ (1,492,542)	$ (4,058,045)	$ (14,069,543)	$ (14,664,539)

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	Total Stockholder's Equity	Non controlling Interests in Consolidated Subsidiary
Balance at Dec. 31, 2019	$ 19,721,235		$ 1,093	$ 51,060,652		$ (31,340,510)	$ 19,721,235
Balance, shares at Dec. 31, 2019			10,921,485
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASC 606 Adjustment	185,826					185,826	185,826
Conversion of Exchangeable Shares to common stock		(4,798,271)	$ 63	4,798,208
Conversion of Exchangeable Shares to common stock, shares			627,225
Common stock issued in business combination	20,081,466		$ 230	20,081,236			20,081,466
Common stock issued in business combination, Shares			2,299,650
Noncontrolling interests in acquired subsidiary	5,554,011							5,554,011
Stock-based compensation	1,524,935			1,524,935			1,524,935
Restricted stock vesting
Restricted stock vesting, shares			3,025
Forfeitures of restricted shares			$ 2	(2)
Forfeitures of restricted shares, shares			17,329
Special voting preferred stock issued in business combination	25,203,490	25,203,490					25,203,490
Acquisition of noncontrolling interest			$ 80	4,695,357			4,695,437	(4,695,437)
Acquisition of noncontrolling interest, Shares			800,000
Unrealized loss (gains) on convertible notes	(7,000)				(7,000)		(7,000)
Net loss	(14,657,539)					(13,798,965)	(13,798,965)	(858,574)
Balance at Sep. 30, 2020	57,606,424	$ 20,405,219	$ 1,464	82,160,390	(7,000)	(44,953,649)	57,606,424
Balance, shares at Sep. 30, 2020		20,405,219	14,634,056
Balance at Jun. 30, 2020	35,510,802		$ 1,321	71,902,474	63,000	(41,160,245)	30,806,550	4,704,252
Balance, shares at Jun. 30, 2020			13,203,806
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASC 606 Adjustment	185,826					185,826	185,826
Balance, July 1. 2020	35,696,628		$ 1,321	71,902,474	63,000	(40,974,419)	30,992,376	4,704,252
Balance, shares at July 1. 2020			13,203,806
Conversion of Exchangeable Shares to common stock, shares		(4,798,271)
Common stock issued in business combination			$ 63	4,798,208
Common stock issued in business combination, Shares			627,225
Stock-based compensation	764,351			764,351			764,351
Restricted stock vesting
Restricted stock vesting, shares			3,025
Special voting preferred stock issued in business combination	25,203,490	25,203,490					25,203,490
Acquisition of noncontrolling interest			$ 80	4,695,357			4,695,437	(4,695,437)
Acquisition of noncontrolling interest, Shares			800,000
Unrealized loss (gains) on convertible notes	(70,000)				(70,000)		(70,000)
Net loss	(3,988,045)					(3,979,230)	(3,979,230)	(8,815)
Balance at Sep. 30, 2020	57,606,424	$ 20,405,219	$ 1,464	82,160,390	(7,000)	(44,953,649)	$ 57,606,424
Balance, shares at Sep. 30, 2020		20,405,219	14,634,056
Balance at Dec. 31, 2020	57,222,621	$ 20,405,219	$ 1,990	94,086,433	(91,497)	(57,179,524)
Balance, shares at Dec. 31, 2020		2,667,349	19,901,248
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Exchangeable Shares to common stock		$ (17,452,724)	$ 228	17,452,496
Conversion of Exchangeable Shares to common stock, shares		(2,281,402)	2,281,402
Settlement of convertible debt	11,610,587		$ 309	11,610,278
Settlement of convertible debt, shares			3,094,129
Shares issued in connection with Viridian Acquisition	6,002,000		$ 100	6,001,900
Shares issued in connection with Viridian Acquisition, Shares			1,000,000
Shares issued in connection with Asset Purchase	300,000		$ 8	299,992
Shares issued in connection with Asset Purchase, Shares			83,333
Shares withheld for withholding taxes	(437,554)		$ (8)	(437,546)
Shares withheld for withholding taxes, shares			(80,370)
Stock-based compensation	1,584,755			1,584,755
Shares issued in connection with the ATM program	1,828,116		$ 56	1,828,060
Cash received in connection with exercise of warrants, shares			556,388
Settlement of liabilities with shares	377,325		$ 10	377,315
Settlement of liabilities with shares, shares			101,705
Restricted stock vesting			$ 24	(24)
Restricted stock vesting, shares			231,418
Forfeitures of restricted shares
Forfeitures of restricted shares, shares			1,336
Foreign currency translation adjustments	65,858				65,858
Unrealized loss (gains) on convertible notes	(19,000)				(19,000)
Net loss	(14,116,401)					(14,116,401)
Balance at Sep. 30, 2021	64,418,307	$ 2,952,495	$ 2,717	132,803,659	(44,639)	(71,295,925)
Balance, shares at Sep. 30, 2021		385,947	27,167,917
Balance at Jun. 30, 2021	61,962,363	$ 7,951,203	$ 2,533	123,856,649	(105,544)	(69,742,478)
Balance, shares at Jun. 30, 2021		1,039,373	25,332,439
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Exchangeable Shares to common stock		$ (4,998,708)	$ 66	4,998,642
Conversion of Exchangeable Shares to common stock, shares		(653,426)	653,426
Settlement of convertible debt	1,413,942		$ 47	1,413,895
Settlement of convertible debt, shares			470,634
Shares issued in connection with Viridian Acquisition	300,000		$ 8	299,992
Shares issued in connection with Asset Purchase, Shares			83,333
Shares withheld for withholding taxes	(103,707)		$ (3)	(103,704)
Shares withheld for withholding taxes, shares			(31,422)
Stock-based compensation	510,132			510,132
Settlement of liabilities with shares	1,828,119		$ 56	1,828,063
Settlement of liabilities with shares, shares			556,388
Restricted stock vesting			$ 10	(10)
Restricted stock vesting, shares			103,119
Forfeitures of restricted shares
Forfeitures of restricted shares, shares
Foreign currency translation adjustments	63,905				63,905
Unrealized loss (gains) on convertible notes	(3,000)				(3,000)
Net loss	(1,553,447)					(1,553,447)
Balance at Sep. 30, 2021	$ 64,418,307	$ 2,952,495	$ 2,717	$ 132,803,659	$ (44,639)	$ (71,295,925)
Balance, shares at Sep. 30, 2021		385,947	27,167,917

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (14,116,401)	$ (14,657,539)
Adjustment to reconcile net loss to net cash used in operating activities:
Equity in losses of investment	7,564	5,226
Bad debt	254,029	382,607
Stock-based compensation expense	1,584,751	1,524,935
Loss on write off of fixed assets	1,045,179
Gain on Forgiveness of PPP Loan	(2,234,730)
Amortization of deferred contract cost	356,528
Non-cash interest expense	1,161,393
Depreciation and amortization	3,605,434	2,387,629
Debt issuance costs		1,220,557
Foreign currency loss	21,496	4,901
Change in fair value of convertible notes	2,030,904	(1,544,000)
Change in fair value of derivative liability	(151,175)	(392,605)
Change in fair value of contingent consideration		(1,387,000)
Changes in operating assets and liabilities:
Accounts receivable	462,482	(423,850)
Prepaid expenses and other current assets	66,246	(232,180)
Accounts payable and accrued liabilities	1,756,672	914,712
Deferred revenue	(927,916)	(261,760)
Net cash used in operating activities	(5,077,544)	(12,458,367)
Cash flows from investing activities
Developed software additions	(3,354,453)	(2,698,379)
Furniture, fixtures, and equipment additions	(11,535)	(168,839)
Cash paid for business combinations, net of cash acquired		(5,142,159)
Net cash used in investing activities	(3,365,988)	(8,009,377)
Cash flows from financing activities
Value of shares withheld for related to tax withholdings	(437,554)
Proceeds from stock offering, net	1,828,116
Proceeds from issuance of long term debt		17,164,600
Payments of principal amounts of debt	(1,164,706)
Cash paid for debt issuance costs		(1,220,557)
Net cash provided by financing activities	225,856	15,944,043
Effect of exchange rate changes on cash and restricted cash	(5,915)	662
Net change in cash and restricted cash	(8,223,591)	(4,523,039)
Cash and restricted cash - beginning of period	18,340,640	19,280,897
Cash and restricted cash - end of period	10,117,049	14,757,858
Cash paid for interest	105,882	1,559
Cash paid for taxes	10,570	30,985
Supplemental Disclosure of non-cash investing and financing activity:
Settlement of convertible notes in common stock	10,448,932
Conversion of exchangeable shares to common stock	17,452,497	4,798,208
Settlement of other liabilities in common stock	377,315
Acquisition of noncontrolling interest		4,695,357
Special voting preferred stock issued in business combination		25,203,490
Assets acquired and liabilities assumed in business combinations:
Cash		445,269
Accounts receivable	556,234	994,710
Prepaid expenses and other current assets	148,417	176,441
Fixed assets		1,329,406
Intangible assets	1,733,000	12,180,000
Goodwill	4,915,491	46,500,030
Accounts payable and accrued liabilities	349,735	2,414,930
Deferred revenue	1,001,408	580,531
Contingent consideration		$ 2,204,000

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1 - Description of Business 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, Viridian Sciences, Inc, or Viridian, 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 inception, we have incurred recurring operating losses, used cash from operations, and relied on capital raising transactions to continue ongoing operations. During the three and nine months ended September 30, 2021, we incurred a loss from operations of $ 3.7 $ million On July 23, 2021, we entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. and A.G.P./Alliance Global Partners ("ATM Program"). Pursuant to the terms of the Agreement, we may offer and sell from time to time, up to $ Subsequent to yearend, o n October 5, 2021, we entered into a securities purchase agreement with the two 2020 2020 20,000,000 10 3.3 2020 14.6 2020 proceeds will be used to support Akerna's ongoing growth initiatives and continued investment in current and future technology infrastructure. The Senior Convertible Notes are convertible into shares of common stock of Akerna at a conversion price of $ 4.05 per share. The Senior Convertible Notes mature on October 5, 2024 and are to be repaid in monthly installments beginning on January 1, 2022. The Senior Convertible Notes can be repaid in common shares or cash. 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, the funds raised from the ATM Program and the Senior Convertible Notes, as well as our ongoing initiatives to drive operating effectiveness, that we have sufficient working capital to sustain operations for a period of at least twelve months from the date that our September 30, 2021 financial statements were issued. In the event the Company requires additional liquidity, the Company believes it can further reduce or defer expenses. More specifically, the Company could implement certain discretionary cost reduction initiatives relating to our spending on employee travel and entertainment, consulting costs and marketing expenses, negotiate deferred salary arrangements, furlough employees or reduce headcount or negotiate extensions of payments of rent and utilities. The Company also believes it has access to capital through future debt or equity offerings and could be successful in renegotiating the maturity dates or conversion option relating to its current outstanding notes payable, although no assurance can be provided that we would be successful in these efforts. Management will continue to evaluate our liquidity and capital resources.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 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 accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by GAAP, have been condensed or omitted in accordance with such rules and regulations. September 30, 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-KT 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 nine months ended September 30, 2021 and 2020, one government client accounted for 11% and 23% months ended one % and 17% 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 shareholders' equity. Gains and losses resulting from foreign currency transactions are recognized as other income (expense). Reclassifications Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation. Segment Reporting The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. In the following table, we disclose the combined gross balance of our fixed assets, capitalized software, and intangible assets by geographical location (in thousands): As of September 30, 2021 As of December 31, 2020 Long-lived assets: United States $ 15,285 $ 9,994 Canada 4,923 5,074 Total $ 20,208 $ 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 statemen ts 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 red Investment We hold an equity security in Zoltrain , Inc . ( Zoltrain ) for which the fair value is not readily determinable. Accordingly, we measure this investment at cost minus impairment, plus or minus changes resulting from observable price changes. When indicators of impairment exist, we estimate the fair value and record an impairment charge if the carrying value of the investment exceeds its estimated fair value. Any impairment charges are recorded in other (expense) income, net, in our consolidated statements of operations. Prior to the quarter ended September 30, 2021, we determined we could exert significant influence over Zoltrain's operations through voting rights and representation on the board of directors and recording our share in the earnings and losses in the consolidated statement of operations. Recent Accounting Pronouncements ASU 2016 -02 The Financial Accounting Standards Board, or 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 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 on January 1, 2022 and 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. ASU 2016 -13 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. ASU 2018 -15 The FASB has issued guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance (i) provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense, (ii) requires an entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement and (iii) clarifies the presentation requirements for reporting such costs in the entity’s financial statements. The guidance is applicable for us for the year ending December 31, 2021. We are evaluating the impact of adoption of the standard on our financial statements, however, do not anticipate a significant impact to our financials as a result of this guidance. ASU 2020 - 01 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, , 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. ASU 2021-04 On May 3, 2021, FASB issued ASU - , Earnings Per Share (Topic ), and (Subtopic - ), Compensation (Topic ), and Derivatives and in Entity’s Own Equity (Subtopic - ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard. ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.

Revenue

Revenue	9 Months Ended
	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Revenue	Note 3 – Revenue Financial Statement Impact of Adopting ASC 606, "Revenue from Contracts with Customers" On July 1, 2020, we adopted ASC 606 using the modified retrospective transition method and applied this method to all contracts that were not complete as of the date of adoption. The reported results as of September 30, 2021 and December 31, 2020, and three months ended September 30, 2021 in the accompanying consolidated financial statements are presented under ASC 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, revenue recognition for subscription and implementation fees begins on the launch date and is recognized over time through the term of the contract. We then recognized the remaining balance of the fixed fees ratably over the remaining term of the contract. Additionally, under ASC 606, we now defer recognition of expense for sales commissions ("contract costs"). These contract costs are amortized to expense over the expected period of benefit. Before the adoption of ASC 606, we expensed these contract costs as incurred. Revenue Recognition Policies for the nine months ended September 30, 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 consists of subscription revenue, the sale of business intelligence, data analytics and other software related services, as well as sales of solo *TAGs to customers by the roll of printed labels or as a digital code that allows customers to directly print their packing. When customers activate a solo*TAG or solo*CODE, we receive an activation fee, which is recognized upon activation by the customer 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 Other revenue is derived primarily from point-of-sale hardware and other non-recurring revenue. From time to time we purchase equipment for resale to customers. Such equipment is generally drop-shipped to our customers and we recognize revenue as these products are delivered. 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, implementation and consulting 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-month period is recorded as deferred revenue, which is a current liability on the accompanying consolidated balance sheets. Revenue Recognition Policies for the three months ended September 30, 2020 and the three and nine months ended September 30, 2021 In accordance with ASC 606, revenue is recognized when a customer obtains the benefit of promised services, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. In determining the amount of revenue to be recognized, the Company performs the following steps: (i) identification of the contract with a customer; (ii) identification of the promised services in the contract and determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. 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 year. In addition to subscription fees, contracts with customers may include implementation fees for launch assistance and training. Fixed subscription and implementation fees are billed in advance of the subscription term and are due in accordance with contract terms, which generally provide for payment within 30 days. The Company's contracts typically have a one-year term. The Company's contractual arrangements include performance, termination and cancellation provisions, but do not provide for refunds. Customers do not have the contractual right to take possession of the Company's software at any time. 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 Nine Months Ended September 30, 2021 2020 ( 1 Government $ 2,366 $ 3,333 Non-government 11,690 6,455 $ 14,056 $ 9,788 For the Nine Months Ended September 30, 2021 2020 ( 1 United States $ 10,272 $ 8,642 Canada 3,784 1,146 $ 14,056 $ 9,788 (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. Software. Our software revenue is generated from subscriptions and services related to the use of our commercial software platforms, MJ Platform, Ample, Viridian, 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 quarterly or annual contracts paid monthly, quarterly, or annually in advance of service and cancellable upon 30 or 90 days’ notice, although we do have some multi-year commercial software contracts. Leaf Data Systems contracts are generally multi-year contracts payable annually or quarterly in advance of service. Commercial software and Leaf Data Systems contracts generally may only be terminated early for breach of contract as defined in the respective agreements. Amounts that have been invoiced are initially recorded as deferred revenue or contract liabilities. Subscription revenue is recognized on a straight-line basis over the service term of the arrangement beginning on the date that our solution is made available to the customer and ending at the expiration of the subscription term. 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, or by using a residual approach for consulting revenue, whereby we estimate the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. As the performance obligations are satisfied, revenue is recognized as discussed above in the product descriptions. Transaction Price Allocated to Future Performance Obligation ASC provides certain practical expedients that limit the required disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. As the Company typically enters into contracts with customers for a -month subscription term, substantially all of its performance obligations that have not yet been satisfied as of September 30, 2021 are part of a contract that has an original expected duration of year or less. For contracts with an original expected duration of greater than year, for which the practical expedient does not apply, the aggregate transaction price allocated to the unsatisfied performance obligations was $4.2 million of $2.0 million twelve Deferred Revenue Deferred revenue represents the unearned portion of subscription, implementation, and consulting fees. Deferred revenue is recorded when cash payments are received in advance of performance. Deferred amounts are generally recognized within one year. Deferred revenue is included in the accompanying consolidated balance sheets under total current liabilities. The following table summarizes deferred revenue activity for the nine months ended September 30, 2021 ( in As of 2020 Net additions Revenue recognized As of September 30, 2021 Deferred revenue $ 844 5,970 (5,906 ) $ 908 Of the $ 14.1 million Costs to Obtain Contracts In accordance with ASC 606, we now capitalize sales commissions that are directly related to obtaining customer contracts and that would not have been incurred if the contract had not been obtained. These costs are included in the accompanying consolidated balance sheets and are classified as Prepaid expenses and other current assets. Deferred contract costs are amortized to sales and marketing expense over the expected period of benefit, which we have determined to be one year based on the estimated customer relationship period. The following table summarizes deferred contract cost activity for the nine months ended September 30, 2021 (in thousand): As of 2020 Additions Amortized costs (1) As of Deferred contract costs $ 228 309 (357 ) $ 180 (1) Includes contract costs amortized to sales and marketing expense during the period.

Significant Transactions

Significant Transactions	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Significant Transactions	Note 4 – Significant Transactions Viridian Sciences On April 1, 2021, we completed the acquisition of Viridian Sciences Inc. (“Viridian”), a cannabis business management software provider that is built on SAP Business One. We acquired Viridian in exchange for 1.0 millio Preliminary Fair Value Shares issued $ 6,000 Contingent co nsidera 2 Total preliminary fair value of consideration transferred $ 6,002 The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Preliminary Fair Value Accounts receivable 556 Prepaid expenses and other current assets 148 Capitalized software 423 Acquired technology 470 Customer relationships 820 Acquired trade name 20 Goodwill 4,915 Accounts payable and accrued expenses (350 ) Deferred revenue (1,000 ) Net assets acquired $ 6,002 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. We expect to finalize the valuation as soon as practicable, but no later than one year from the acquisition date. The amounts of Viridian's revenue and net income included in our consolidated statement of operations from the acquisition date of April 1, 2021, to September 30, 2021 were $ 1.9 million and $0.6 million Pro Forma Financial Information The following unaudited pro forma financial information for the nine months ended September 30, 2021 and the three and nine months ended September 30, 2020 summarizes the combined results of operations for Akerna, Trellis, Solo, Ample and Viridian as though the companies were combined as of January 1, 2019: Nine Months Ended 2021 Revenue $ 15,064,163 Net loss $ (14,114,608 ) Three Months Ended 2020 Revenue $ 4,986,671 Net loss $ (3,365,226 ) Nine Months Ended September 30, 2020 Revenue $ 16,348,997 Net loss $ (18,014,765 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of Trellis, Ample and Viridian to reflect the business combination accounting effects resulting from these acquisitions, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2019. The Akerna historical condensed consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the results of operations would have been had the Ample acquisition taken place at the beginning of the Company’s fiscal year 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, ensuring that each Exchangeable Share is exchangeable on a one-for-one basis for a share of Akerna common stock, subject to certain limitations. As a result of these agreements and the issuance of the special voting preferred stock, each holder of Exchangeable Shares effectively has the ability to cast votes along with holders of Akerna common stock. Additionally, these agreements grant exchange rights to the holders of exchangeable shares upon the event of our liquidation, dissolution or winding up. The special voting preferred stock has a par value of $ 0.0001 1.00 During the nine months ended September 30, 2021, several Ample shareholders exchanged a total of 2,281,402 exchangeable shares with a value of $17,452,726 for the same number of shares of 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 September 30, 2021, there were a total of 385,947 exchangeable shares issued and outstanding.

Balance Sheet Disclosures

Balance Sheet Disclosures	9 Months Ended
	Sep. 30, 2021
Balance Sheet Related Disclosures [Abstract]
Balance Sheet Disclosures	Note 5 - Balance Sheet Disclosures Prepaid expenses and other current assets consisted of the following: As of As of September 30, December 31, 2021 2020 Software and technology $ 461,555 $ 480,651 Professional services, dues and subscriptions 803,861 826,195 Insurance 415,630 243,222 Deferred contract costs 179,928 227,718 Unbilled receivables 265,155 612,446 Other 68,092 68,495 Total prepaid expenses and other current assets $ 2,194,221 $ 2,458,727 Accounts payable and accrued liabilities consisted of the following: As of As of September 30, December 31, 2021 2020 Accounts payable $ 1,808,867 $ 513,610 Professional fees 441,211 333,709 Sales taxes 253,326 216,367 Compensation 404,906 311,379 Contractors 616,502 1,281,857 Other 1,660,707 531,654 Total accounts payable and accrued liabilities $ 5,185,519 $ 3,188,576

Fair Value

Fair Value	9 Months Ended
	Sep. 30, 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 September 30, 2021 Three Months Ended September 30, 2021 2020 Fair value balance at beginning of period $ 6,152,000 $ 14,131,000 Payments on Convertible Notes (2,344,226 ) — Change in fair value reported in the statements of operations 23,227 (778,000 ) Change in fair value reported in other comprehensive loss 3,000 70,000 Fair value balance at end of period $ 3,834,001 $ 13,423,000 Nine Months Ended September 30, 2021 2020 Fair value balance at beginning of period or issue date (June 9, 2020) $ 13,398,000 $ 14,960,000 Payments on Convertible Notes (11,613,903 ) — Change in fair value reported in the statements of operations 2,030,904 (1,544,000 ) Change in fair value reported in other comprehensive loss 19,000 7,000 Fair value balance at end of period $ 3,834,001 $ 13,423,000 The estimated fair value of the Convertible Notes as of September 30, 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 September 30, 2021 December 31, 2020 Face value principal payable (in thousands) $ 3,558,824 $ 15,172,272 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 2.82 $ 3.24 Expected term (years) 0.1 2.3 Volatility 99 % 77 % Market yield 25.1 % 27.1 to 27.2 % Risk free rate 0.1 % 0.1 % Fair Value Measurement – Warrants In connection with MTech Acquisition Corp.'s ("MTech") initial public offering, MTech sold 5,750,000 units at a purchase price of $10.00 per unit, inclusive of 750,000 units sold to the underwriters on February 8, 2018, upon the underwriters’ election to fully exercise their over-allotment option. Each unit consisted of one share of MTech’s common stock and one warrant of MTech (“MTech Public Warrant”). Each MTech Public Warrant entitled the holder to purchase one share of MTech’s common stock at an exercise price of $11.50. Concurrently with MTech’s initial public offering, MTech sold 243,750 units at a purchase price of $10.00 per unit on a private offering basis. 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-for-one to a warrant to purchase one share of Akerna’s common stock with identical terms and conditions as the MTech Public Warrants (“Public Warrant”) and the MTech Private Warrants (“Private Warrant”, collectively with the Public Warrants, “Warrants”) For the Private Warrants classified as derivative liabilities, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the three and nine months ended September 30, 2021 and September 30, 2020: Three Months Ended September 30, 2021 2020 Fair value balance at beginning of period $ 354,247 $ 1,058,228 Change in fair value reported in the statements of operations (194,046 ) (762,646 ) Fair value balance at end of period $ 160,201 $ 295,582 Nine Months Ended September 30, 2021 2020 Fair value balance at beginning of period $ 311,376 $ 688,187 Change in fair value reported in the statements of operations (151,175 ) (392,605 ) Fair value balance at end of period $ 160,201 $ 295,582 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 measurement as defined in GAAP. The unobservable inputs utilized for measuring the fair value of the Private Warrants reflect our estimates regarding the assumptions that market participants would use in valuing the Warrants as of the end of the reporting periods. We record the fair value of the Private Private Private Private Private We estimated the fair value by using the following key inputs: Fair Value Assumptions - Private September 30, 2021 December 31, 2020 Number of Private Warrants 225,635 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 2.82 $ 3.24 Expected term (years) 2.71 3.46 Volatility 92.9 % 102.3 % Risk free rate 0.5 % 0.2 %

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 - 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 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. 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 less than 5 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 million for services allegedly provided pursuant to a Subcontractor Agreement between MJ Freeway and TreCom. MJ Freeway provided a notice of termination of the operative Subcontractor Agreement on August 4, 2020. MJ Freeway disputes the validity of TreCom’s invoices and the enforceability of the alleged agreement that TreCom submitted to the court. Akerna filed counterclaims against TreCom for breach of contract, a declaratory judgment, commercial disparagement, and defamation. TreCom failed to return Akerna’s intellectual property and issued numerous disparaging statements to of Akerna’s clients. TreCom subsequently filed a motion to dismiss these counterclaims, which was denied by the court . Akern million On May 21, 2021, our wholly-owned subsidiary, Solo, filed suit against two of Solo’s former directors, Ashesh Shah and Palle Pedersen. 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 September 30, 2021, and through the date these financial statements were issued, there were no other legal proceedings requiring recognition or disclosure in the financial statements.

Long Term Debt

Long Term Debt	9 Months Ended
	Sep. 30, 2021
Long-term Debt, Unclassified [Abstract]
Long Term Debt	Note 8 – Long Term Debt On March 27, 2020, former President Trump signed the Coronavirus Aid On April 21, 2020, the Company issued a promissory note to KeyBank National Association (“KeyBank”) in the principal aggregate amount of $2,204,600 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the CARES Act. The PPP Loan had a two The PPP Loan provides for prepayment of 20% or less of the unpaid principal balance at any time. If more than 20 In August 2021, the Company submitted its application for 100 2,234,730

Revisions of Previously Issued

Revisions of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revisions of Previously Issued Financial Statements	Note 9 – Revisions of Previously Issued Financial Statements 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 September 30, 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: Three Months Ended September 30, 2020 As reported Adjustment As revised 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 (0.28 ) — (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 (1.01 ) — (1.01 ) As of December 31, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ (311,376) ) $ (311,376 ) Total liabilities ( ) (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 )

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Loss Per Share	Note 10 - Loss Per Share During the three and nine months ended September 30, 2021 Diluted net loss per common share is calculated under the -class method by giving effect to all potentially dilutive common stock, including warrants, restricted stock awards, restricted stock units, and shares of common stock issuable upon conversion of our Convertible Notes. We analyzed the potential dilutive effect of any outstanding convertible securities under the "if-converted" method, in which it is assumed that the outstanding Exchangeable Shares and Convertible Notes are converted to shares of common stock at the beginning of the period or date of issuance, if later. We report the more dilutive of the approaches ( -class or "if-converted") as the diluted net loss per share during the period. 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 2021 2020 Shares issuable upon exchange of Exchangeable Shares 385,947 2,667,349 Shares of common stock issuable upon conversion of Convertible Notes 1,278,421 1,542,632 Warrants 5,813,804 5,813,804 Unvested restricted stock units 859,860 824,143 Unvested restricted stock awards 32,394 64,296 Total 8,370,426 10,912,224

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events 365 Cannabis Acquisition On October 1, 2021, Akerna acquired The Nav People, Inc. d.b.a. 365 Cannabis ("365 Cannabis"), a cannabis ERP and business management software system built on Microsoft Dynamics 365 Business Central, in a $17.0 million deal comprised of $5.0 million in cash and $12.0 million in stock. Because the acquisition occurred after September 30, 2021, no results of operations of 365 Cannabis are included in our condensed consolidated statements of operations for the three and nine months ended September 30, 2021. It is currently impractical to disclose a preliminary purchase price allocation or pro forma financial information combining both companies as of the earliest period presented in these financial statements, as 365 Cannabis is currently in the process of closing their books and records. Senior Convertible Note Financing On October 5, 2021, Akerna entered into a securities purchase agreement with the two institutional investors that held the Company's convertible notes issued in June of 2020 (the "2020 Notes") to sell senior secured notes in a private placement (the "Senior Convertible Notes"). The Senior Convertible Notes have an aggregate principal amount of $20,000,000, an aggregate original issue discount of 10%, and rank senior to all our other outstanding and future indebtedness. Approximately $3.3 million of the proceeds from the Senior Convertible Notes were used to payoff the 2020 Notes, which were then to be cancelled. The net proceeds from the issuance of the Senior Convertible Notes was approximately $14.6 million, following the original issue discount and deductions for expenses and paydown of the 2020 Notes. These net

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by GAAP, have been condensed or omitted in accordance with such rules and regulations. September 30, 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-KT 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 nine months ended September 30, 2021 and 2020, one government client accounted for 11% and 23% months ended one % and 17%
Foreign Currency Translation [Policy Text Block]	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 shareholders' equity. Gains and losses resulting from foreign currency transactions are recognized as other income (expense).
Reclassifications	Reclassifications Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation.
Segments	Segment Reporting The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. In the following table, we disclose the combined gross balance of our fixed assets, capitalized software, and intangible assets by geographical location (in thousands): As of September 30, 2021 As of December 31, 2020 Long-lived assets: United States $ 15,285 $ 9,994 Canada 4,923 5,074 Total $ 20,208 $ 15,068
Warrant Liabilities [Policy Text Block]	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 statemen ts 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 red
Investments	Investment We hold an equity security in Zoltrain , Inc . ( Zoltrain ) for which the fair value is not readily determinable. Accordingly, we measure this investment at cost minus impairment, plus or minus changes resulting from observable price changes. When indicators of impairment exist, we estimate the fair value and record an impairment charge if the carrying value of the investment exceeds its estimated fair value. Any impairment charges are recorded in other (expense) income, net, in our consolidated statements of operations. Prior to the quarter ended September 30, 2021, we determined we could exert significant influence over Zoltrain's operations through voting rights and representation on the board of directors and recording our share in the earnings and losses in the consolidated statement of operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements ASU 2016 -02 The Financial Accounting Standards Board, or 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 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 on January 1, 2022 and 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. ASU 2016 -13 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. ASU 2018 -15 The FASB has issued guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance (i) provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense, (ii) requires an entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement and (iii) clarifies the presentation requirements for reporting such costs in the entity’s financial statements. The guidance is applicable for us for the year ending December 31, 2021. We are evaluating the impact of adoption of the standard on our financial statements, however, do not anticipate a significant impact to our financials as a result of this guidance. ASU 2020 - 01 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, , 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. ASU 2021-04 On May 3, 2021, FASB issued ASU - , Earnings Per Share (Topic ), and (Subtopic - ), Compensation (Topic ), and Derivatives and in Entity’s Own Equity (Subtopic - ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard. ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of disaggregated by primary geographical markets and revenue	As of September 30, 2021 As of December 31, 2020 Long-lived assets: United States $ 15,285 $ 9,994 Canada 4,923 5,074 Total $ 20,208 $ 15,068

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Summarizes revenue disaggregation	For the Nine Months Ended September 30, 2021 2020 ( 1 Government $ 2,366 $ 3,333 Non-government 11,690 6,455 $ 14,056 $ 9,788 For the Nine Months Ended September 30, 2021 2020 ( 1 United States $ 10,272 $ 8,642 Canada 3,784 1,146 $ 14,056 $ 9,788
Summarizes deferred revenue activity	As of 2020 Net additions Revenue recognized As of September 30, 2021 Deferred revenue $ 844 5,970 (5,906 ) $ 908
Summarizes deferred contract cost activity	As of 2020 Additions Amortized costs (1) As of Deferred contract costs $ 228 309 (357 ) $ 180 (1) Includes contract costs amortized to sales and marketing expense during the period.

Significant Transactions (Table

Significant Transactions (Tables)	9 Months Ended
	Sep. 30, 2021
Business Acquisition [Line Items]
Schedule of financial information combined results of operations	Nine Months Ended 2021 Revenue $ 15,064,163 Net loss $ (14,114,608 ) Three Months Ended 2020 Revenue $ 4,986,671 Net loss $ (3,365,226 ) Nine Months Ended September 30, 2020 Revenue $ 16,348,997 Net loss $ (18,014,765 )
Viridian Sciences [Member]
Business Acquisition [Line Items]
Schedule of estimated acquisition date fair value of consideration	Preliminary Fair Value Shares issued $ 6,000 Contingent co nsidera 2 Total preliminary fair value of consideration transferred $ 6,002
Schedule of preliminary estimated fair values of assets acquired and liabilities	Preliminary Fair Value Accounts receivable 556 Prepaid expenses and other current assets 148 Capitalized software 423 Acquired technology 470 Customer relationships 820 Acquired trade name 20 Goodwill 4,915 Accounts payable and accrued expenses (350 ) Deferred revenue (1,000 ) Net assets acquired $ 6,002

Balance Sheet Disclosures (Tabl

Balance Sheet Disclosures (Tables)	9 Months Ended
	Sep. 30, 2021
Balance Sheet Disclosures [Abstract]
Schedule of prepaid expenses and other current assets	As of As of September 30, December 31, 2021 2020 Software and technology $ 461,555 $ 480,651 Professional services, dues and subscriptions 803,861 826,195 Insurance 415,630 243,222 Deferred contract costs 179,928 227,718 Unbilled receivables 265,155 612,446 Other 68,092 68,495 Total prepaid expenses and other current assets $ 2,194,221 $ 2,458,727
Schedule of accounts payable and accrued liabilities	As of As of September 30, December 31, 2021 2020 Accounts payable $ 1,808,867 $ 513,610 Professional fees 441,211 333,709 Sales taxes 253,326 216,367 Compensation 404,906 311,379 Contractors 616,502 1,281,857 Other 1,660,707 531,654 Total accounts payable and accrued liabilities $ 5,185,519 $ 3,188,576

Fair Value (Tables)

Fair Value (Tables)	9 Months Ended
	Sep. 30, 2021
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended September 30, 2021 2020 Fair value balance at beginning of period $ 6,152,000 $ 14,131,000 Payments on Convertible Notes (2,344,226 ) — Change in fair value reported in the statements of operations 23,227 (778,000 ) Change in fair value reported in other comprehensive loss 3,000 70,000 Fair value balance at end of period $ 3,834,001 $ 13,423,000 Nine Months Ended September 30, 2021 2020 Fair value balance at beginning of period or issue date (June 9, 2020) $ 13,398,000 $ 14,960,000 Payments on Convertible Notes (11,613,903 ) — Change in fair value reported in the statements of operations 2,030,904 (1,544,000 ) Change in fair value reported in other comprehensive loss 19,000 7,000 Fair value balance at end of period $ 3,834,001 $ 13,423,000
Schedule of fair value by using key inputs	Fair Value Assumptions - Convertible Notes September 30, 2021 December 31, 2020 Face value principal payable (in thousands) $ 3,558,824 $ 15,172,272 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 2.82 $ 3.24 Expected term (years) 0.1 2.3 Volatility 99 % 77 % Market yield 25.1 % 27.1 to 27.2 % Risk free rate 0.1 % 0.1 %
Private Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended September 30, 2021 2020 Fair value balance at beginning of period $ 354,247 $ 1,058,228 Change in fair value reported in the statements of operations (194,046 ) (762,646 ) Fair value balance at end of period $ 160,201 $ 295,582
Schedule of fair value by using key inputs	Fair Value Assumptions - Private September 30, 2021 December 31, 2020 Number of Private Warrants 225,635 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 2.82 $ 3.24 Expected term (years) 2.71 3.46 Volatility 92.9 % 102.3 % Risk free rate 0.5 % 0.2 %

Revisions of Previously Issue_2

Revisions of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of financial statements	Three Months Ended September 30, 2020 As reported Adjustment As revised 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 (0.28 ) — (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 (1.01 ) — (1.01 ) As of December 31, 2020 As reported Adjustment As revised Consolidated Balance Sheet Derivative liability $ — $ (311,376) ) $ (311,376 ) Total liabilities ( ) (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 )

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of diluted earnings per share	As of 2021 2020 Shares issuable upon exchange of Exchangeable Shares 385,947 2,667,349 Shares of common stock issuable upon conversion of Convertible Notes 1,278,421 1,542,632 Warrants 5,813,804 5,813,804 Unvested restricted stock units 859,860 824,143 Unvested restricted stock awards 32,394 64,296 Total 8,370,426 10,912,224

Description of Business (Detail

Description of Business (Details) - USD ($)	Oct. 05, 2021	Oct. 01, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Jul. 23, 2021	Dec. 31, 2020
Marketable Securities [Line Items]
Cash in operations				$ (5,077,544)	$ (12,458,367)
Working capital			$ 7,700,000	7,700,000
Non recurring expenses				$ 2,900,000
Common stock, shares				556,388
Cash			9,608,788	$ 9,608,788			$ 17,840,640
Loss from Operations			$ 3,700,000	13,300,000
Cash in operations				5,200,000
Common stock value issued						$ 25,000,000
Issuance of shares in exchange for cash				$ 1,900,000
Subsequent Event [Member]
Marketable Securities [Line Items]
Value of business acquired		$ 17,000,000
Aggregate principal amount	$ 20,000,000
Common stock value issued		$ 12,000,000
Aggregate original issue discount	10.00%
Proceeds from the senior convertible notes	$ 3,300,000
Conversion price	$ 4.05
Maturity date, description	The Senior Convertible Notes mature on October 5, 2024 and are to be repaid in monthly installments beginning on January 1, 2022. The Senior Convertible Notes can be repaid in common shares or cash.
Subsequent Event [Member] | Senior Debt Obligations [Member]
Marketable Securities [Line Items]
Proceeds from the senior convertible notes	$ 14,600,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Long-lived assets:
Long-Lived assets	$ 20,208	$ 15,068
United States [Member]
Long-lived assets:
Long-Lived assets	15,285	9,994
Canada
Long-lived assets:
Long-Lived assets	$ 4,923	$ 5,074

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - Customers	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
One Government Client [Member] | Total Revenues [Member]
Product Information [Line Items]
Number of Customer	1	1	1	1
One Government Client [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage	10.00%	17.00%	11.00%	23.00%
Two Government Client [Member] | Account Receivable [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage			14.00%		36.00%
Number of Customer			2		2

Revenue (Details)

Revenue (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	[1]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 14,056	$ 9,788
Government [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	2,366	3,333
Non-Government [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 11,690	$ 6,455
[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.

Revenue (Details 1)

Revenue (Details 1) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	[1]
Disaggregation of Revenue [Line Items]
Adjusted for adoption	$ 14,056	$ 9,788
United States
Disaggregation of Revenue [Line Items]
Adjusted for adoption	10,272	8,642
Canada
Disaggregation of Revenue [Line Items]
Adjusted for adoption	$ 3,784	$ 1,146
[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.

Revenue (Details 2)

Revenue (Details 2) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Deferred revenue activity
Deferred revenue Beginning Balance	$ 844
Net additions	5,970
Revenue recognized	(5,906)
Deferred revenue Ending Balance	$ 908

Revenue (Details 3)

Revenue (Details 3) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Change in Contract with Customer, Liability [Abstract]
Deferred contract costs Beginning Balance	$ 228
Additions	309
Amortized costs	(357)	[1]
Deferred contract costs Ending Balance	$ 180
[1]	Includes contract costs amortized to sales and marketing expense during the period.

Revenue (Details Textual)

Revenue (Details Textual) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	[1]	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Unsatisfied performance obligations	$ 4,200
Revenue expected to be recognized	2,000
Revenue recognized	$ 14,056	$ 9,788
Deferred revenue				$ 900
[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.

Significant Transactions (Detai

Significant Transactions (Details) - USD ($)	Apr. 02, 2021	Sep. 30, 2021
Viridian Sciences [Member]
Business Acquisition [Line Items]
Shares issued	$ 6,000
Cash	2
Contingent consideration	$ 6,002
Ample Organics [Member]
Business Acquisition [Line Items]
Shares issued		$ 17,452,726

Significant Transactions (Det_2

Significant Transactions (Details 1) - Viridian Sciences [Member]	Apr. 02, 2021USD ($)
Business Acquisition [Line Items]
Accounts receivable	$ 556
Prepaid expenses and other assets	148
Capitalized software	423
Acquired technology	470
Customer relationships	820
Acquired trade name	20
Goodwill	4,915
Accounts payable and accrued expenses	(350)
Deferred revenue	(1,000)
Net assets acquired	$ 6,002

Significant Transactions (Det_3

Significant Transactions (Details 2) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Significant Transactions [Abstract]
Revenue	$ 4,986,671	$ 15,064,163	$ 16,348,997
Net loss	$ (3,365,226)	$ (14,114,608)	$ (18,014,765)

Significant Transactions (Det_4

Significant Transactions (Details Textual) - USD ($)	Apr. 02, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Exchangeable shares issued		385,947	385,947	385,947
Preferred stock liquidation, description				<span><span style="border-left: none; border-right: none;">0.0001</span></span></span> per share and a preference in liquidation of $<span style="border-left: none; border-right: none;">1.00</span>." id="sjs-E4">The special voting preferred stock has a par value of $&lt;span style="color: #000000; font-family: 'times new roman', times; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 44.4444px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">&lt;span>&lt;span style="border-left: none; border-right: none;">0.0001&lt;/span>&lt;/span>&lt;/span> per share and a preference in liquidation of $&lt;span style="border-left: none; border-right: none;">1.00&lt;/span>.
Stock Consideration in Cash	$ 1,000,000
Acquisition of net income		$ (3,365,226)		$ (14,114,608)	$ (18,014,765)
Ample Organics [Member]
Business Acquisition [Line Items]
Common stock issued in business combination, Shares				2,281,402
Value of shares issued for exchangeable shares				$ 17,452,726
Viridian Sciences [Member]
Business Acquisition [Line Items]
Exchangeable shares	1,000,000
Value of shares issued for exchangeable shares	$ 6,000
Recurring revenue		$ 1,900,000	$ 1,900,000	$ 1,900,000
Reduction of contingent consideration	$ 6,000,000
Acquisition of net income			$ 600,000

Balance Sheet Disclosures (Deta

Balance Sheet Disclosures (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Balance Sheet Disclosures [Abstract]
Software and technology	$ 461,555	$ 480,651
Professional services, dues and subscriptions	803,861	826,195
Insurance	415,630	243,222
Deferred contract costs	179,928	227,718
Unbilled receivables	265,155	612,446
Other	68,092	68,495
Total prepaid expenses and other current assets	$ 2,194,221	$ 2,458,727

Balance Sheet Disclosures (De_2

Balance Sheet Disclosures (Details 1) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Balance Sheet Disclosures [Abstract]
Accounts payable	$ 1,808,867	$ 513,610
Professional fees	441,211	333,709
Sales taxes	253,326	216,367
Compensation	404,906	311,379
Contractors	616,502	1,281,857
Other	1,660,707	531,654
Total accounts payable and accrued liabilities	$ 5,185,519	$ 3,188,576

Fair Value (Details)

Fair Value (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value balance at beginning of period or issue date (June 9, 2020)	$ 6,152,000	$ 14,131,000	$ 13,398,000	$ 14,960,000
Payments on Convertible Notes	(2,344,226)		(11,613,903)
Change in fair value reported in the statements of operations	23,227	(778,000)	2,030,904	(1,544,000)
Change in fair value reported in other comprehensive loss	3,000	70,000	19,000	7,000
Fair value balance at end of period	$ 3,834,001	$ 13,423,000	$ 3,834,001	$ 13,423,000

Fair Value (Details 1)

Fair Value (Details 1) - Convertible Debt [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Face value principal payable	$ 3,558,824	$ 15,172,272
Conversion price	$ 11.50	$ 11.50
Value of Common Stock	$ 2.82	$ 3.24
Expected term (years)	1 month 6 days	2 years 3 months 18 days
Volatility	99.00%	77.00%
Market yield	25.10%
Risk free rate	0.10%	0.10%
Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Market yield		27.10%
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Market yield		27.20%

Fair Value (Details 2)

Fair Value (Details 2) - Private Warrant [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value balance at beginning of period	$ 354,247	$ 1,058,228	$ 311,376	$ 688,187
Change in fair value reported in the statements of operations	(194,046)	(762,646)	(151,175)	(392,605)
Fair value balance as of June 30, 2021	$ 160,201	$ 295,582	$ 160,201	$ 295,582

Fair Value (Details 3)

Fair Value (Details 3) - Private Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 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	$ 2.82	$ 3.24
Expected term (years)	2 years 8 months 15 days	3 years 5 months 15 days
Volatility	92.90%	102.30%
Risk free rate	0.50%	0.20%

Fair Value (Details Textual)

Fair Value (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2021	Dec. 31, 2020	Jun. 09, 2020	Feb. 08, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Principal amount			$ 17
Purchase price			$ 15
Shares sold	385,947
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)	$ 11.50	$ 11.50
Mtech [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of shares issued				5,750,000
Mtech [Member] | Public Warrant [Member] | IPO [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Purchase price per unit (in dollars per share)				$ 10
Number of securities called by each warrant or right				1
Exercise price (in dollars per share)				$ 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)				$ 10
Number of securities called by each warrant or right				1
Exercise price (in dollars per share)				$ 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

Commitments and Contingencies (

Commitments and Contingencies (Details Textual) - USD ($)	Apr. 02, 2021	Dec. 04, 2020	Sep. 30, 2021	Nov. 30, 2020
Loss Contingencies [Line Items]
Business litigation description		<span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;">5</span></span></span></span>% 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 September 30, 2021 and December 31, 2020, we recognized a loss contingency of $0.6 million." id="sjs-C3">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. 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 less than &lt;span style="border-left: none; border-right: none;">&lt;span style="border-left: none; border-right: none;">&lt;span style="border-left: none; border-right: none;">&lt;span style="border-left: none; border-right: none;">5&lt;/span>&lt;/span>&lt;/span>&lt;/span>% 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 September 30, 2021 and December 31, 2020, we recognized a loss contingency of $0.6 million.
Loss contingency recognized			$ 100,000
Recovery for unpaid invoices		$ 1,070,000
Development of Software Application				$ 787,000
Pending Litigation [Member]
Loss Contingencies [Line Items]
Expected maximum recovery amount for services allegedly provided pursuant to a Subcontractor Agreement	$ 2,000,000

Long Term Debt (Details)

Long Term Debt (Details) - USD ($)	Sep. 03, 2021	Aug. 31, 2021	Apr. 21, 2021
Debt Instrument [Line Items]
Principal aggregate amount			$ 2,204,600
Principal and interest payments			$ 92,818
PPP loan term			2 years
Interest rate	100.00%	100.00%	1.00%
Long term debt, description			The PPP Loan provides for prepayment of 20% or less of the unpaid principal balance at any time. If more than <span>20</span>% is prepaid, then all accrued interest must also be paid.
Gain on Forgiveness of Loan		$ 2,234,730

Revisions of Previously Issue_3

Revisions of Previously Issued Financial Statements (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss per share	$ (0.06)	$ (0.29)		$ (0.58)	$ (1.05)
As reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in fair value of derivative liability
Net loss attributable to Akerna shareholders		$ (4,741,876)	$ (16,957,334)
Net loss per share		$ (0.28)	$ (1.01)
Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in fair value of derivative liability		$ 762,646	$ 746,852
Net loss attributable to Akerna shareholders		$ 762,646	$ 746,852
Net loss per share
As revised [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in fair value of derivative liability		$ 762,646	$ 746,852
Net loss attributable to Akerna shareholders		$ (3,979,230)	$ (16,210,482)
Net loss per share		$ (0.28)	$ (1.01)

Revisions of Previously Issue_4

Revisions of Previously Issued Financial Statements (Details 1) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Derivative liability	$ (160,201)	$ (311,376)
Total liabilities	(10,087,977)	(19,946,452)
Additional paid-in capital	132,803,659	94,086,433
Accumulated deficit	$ (71,295,925)	(57,179,525)
As reported [Member]
Derivative liability
Total liabilities		(19,635,076)
Additional paid-in capital		95,090,883
Accumulated deficit		(57,872,599)
Adjustment [Member]
Derivative liability		(311,376)
Total liabilities		(311,376)
Additional paid-in capital		(1,004,450)
Accumulated deficit		693,074
As revised [Member]
Derivative liability		(311,376)
Total liabilities		(19,946,452)
Additional paid-in capital		94,086,433
Accumulated deficit		$ (57,179,525)

Loss Per Share (Details)

Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Outstanding shares on fully diluted	8,370,426	10,912,224
Warrants [Member]
Outstanding shares on fully diluted	5,813,804	5,813,804
Unvested restricted stock units [Member]
Outstanding shares on fully diluted	859,860	824,143
Unvested restricted stock awards [Member]
Outstanding shares on fully diluted	32,394	64,296
Shares issuable upon exchange of Exchangeable Shares [Member]
Outstanding shares on fully diluted	385,947	2,667,349
Shares of common stock issuable upon conversion of Convertible Notes [Member]
Outstanding shares on fully diluted	1,278,421	1,542,632

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Oct. 05, 2021	Oct. 01, 2021	Jul. 23, 2021
Common stock value issued			$ 25,000,000
Subsequent Event [Member]
Convertible debt	$ 20,000,000
Conversion price	$ 4.05
Common stock value issued		$ 12,000,000
Net proceeds	$ 14.6
Convertible notes payable	$ 3.3
Original issue discount	10.00%
Value of business acquired		17,000,000
Cash		$ 5,000,000