Gryphon Digital Mining (GRYP) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 11, 2022
Document Information [Line Items]
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	Q2
Document Fiscal Year Focus	2022
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		80,285,241
Document Quarterly Report	true
Document Transition Report	false
Trading Symbol	KERN
Document Period End Date	Jun. 30, 2022
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 ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 5,124,553	$ 13,934,265
Restricted cash	8,261	508,261
Accounts receivable, net	1,882,084	1,403,774
Prepaid expenses and other current assets	2,155,446	2,383,764
Total current assets	9,170,344	18,230,064
Fixed assets, net	143,026	153,151
Investment, net	226,101	226,101
Capitalized software, net	6,898,876	7,311,676
Intangible assets, net	17,640,833	21,609,794
Goodwill	9,080,177	46,942,681
Other noncurrent assets	9,700	9,700
Total assets	43,169,057	94,483,167
Current liabilities
Accounts payable, accrued expenses and other accrued liabilities	7,050,679	6,063,520
Contingent consideration payable	6,300,000	6,300,000
Current portion of deferred revenue	2,403,512	3,543,819
Current portion of long-term debt	6,600,000	13,200,000
Derivative liability	11,282	63,178
Total current liabilities	22,365,473	29,170,517
Long-term portion of deferred revenue	602,086	582,676
Long-term debt, less current portion	6,788,000	4,105,000
Deferred income tax liabilities	468,486	675,291
Total liabilities	30,224,045	34,533,484
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 June 30, 2022 and December 31, 2021
Special voting preferred stock, par value $0.0001; 1 share authorized, issued and outstanding as of June 30, 2022 and December 31, 2021, with $1 preference in liquidation; exchangeable shares, no par value, 291,192 and 309,286 shares issued and outstanding as of June 30, 2022 and December 31, 2021 respectively	2,227,619	2,366,038
Common stock, par value $0.0001; 75,000,000 shares authorized, 36,826,733 and 31,001,884 issued and outstanding at June 30, 2022 and December 31, 2021, respectively	3,680	3,100
Additional paid-in capital	150,438,437	146,027,258
Accumulated other comprehensive loss	302,352	61,523
Accumulated deficit	(140,027,076)	(88,508,236)
Total equity	12,945,012	59,949,683
Total liabilities and equity	$ 43,169,057	$ 94,483,167

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	36,826,733	36,826,733
Common stock, shares outstanding	31,001,884	31,001,884
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
Preferred stock, liquidation preference per share	$ 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	291,192	309,286
Preferred stock, shares outstanding	291,192	309,286

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue:
Total revenue	$ 6,085,881	$ 4,906,887	$ 13,036,722	$ 8,920,911
Cost of revenue	1,835,977	1,914,380	4,039,648	3,368,547
Gross profit	4,249,904	2,992,507	8,997,074	5,552,364
Operating expenses:
Product development	1,761,428	1,527,258	3,866,789	2,951,358
Sales and marketing	3,185,318	1,826,143	6,421,431	3,562,058
General and administrative	2,419,109	4,375,981	4,989,541	6,228,943
Depreciation and amortization	1,982,833	1,314,132	3,976,224	2,367,015
Impairment of long-lived assets	24,122,066		39,600,587
Total operating expenses	33,470,754	9,043,514	58,854,572	15,109,374
Loss from operations	(29,220,850)	(6,051,007)	(49,857,498)	(9,557,010)
Other (expense) income:
Interest (expense) income, net	(212,984)	(163,125)	(213,724)	(937,505)
Change in fair value of convertible notes	(294,000)	(16,405)	(1,727,000)	(2,007,677)
Change in fair value of derivative liability	33,845	133,125	51,896	(42,871)
Other expense (income), net		243		243
Total other (expense) income	(473,139)	(46,162)	(1,888,828)	(2,987,810)
Net loss before income taxes and equity in losses of investee	(29,693,989)	(6,097,169)	(51,746,326)	(12,544,820)
Income tax (expense) benefit	128,042	(4,300)	227,486	(10,570)
Equity in losses of investee		(3,782)		(7,564)
Net loss	$ (29,565,947)	$ (6,105,251)	$ (51,518,840)	$ (12,562,954)
Basic and diluted weighted average common stock outstanding	35,477,788	24,530,169	33,694,681	23,375,981
Basic and diluted net loss per common share	$ (0.83)	$ (0.25)	$ (1.53)	$ (0.54)
Software
Revenue:
Total revenue	$ 5,920,929	$ 4,456,728	$ 12,429,442	$ 8,251,881
Consulting
Revenue:
Total revenue	115,300	410,884	542,309	583,631
Other revenue
Revenue:
Total revenue	$ 49,652	$ 39,275	$ 64,971	$ 85,399

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (29,565,947)	$ (6,105,251)	$ (51,518,840)	$ (12,562,954)
Other comprehensive (loss) income:
Foreign currency translation	10,629	2,183	(23,171)	1,953
Unrealized (loss) gain on convertible notes	163,000	(3,000)	264,000	(16,000)
Comprehensive loss	$ (29,392,318)	$ (6,106,068)	$ (51,278,011)	$ (12,577,001)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)	Total	Special Voting Preferred Stock	Common	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Balance at Dec. 31, 2020	$ 57,222,620	$ 20,405,219	$ 1,990	$ 94,086,433	$ (91,497)	$ (57,179,525)
Balance, shares at Dec. 31, 2020		2,667,349	19,901,248
Conversion of Exchangeable Shares to common stock		$ (7,803,475)	$ 102	7,803,373
Conversion of Exchangeable Shares to common stock, shares		(1,020,062)	1,020,062
Settlement of convertible debt	8,467,500		$ 208	8,467,292
Settlement of convertible debt, shares			2,080,140
Shares withheld for withholding taxes	(333,847)		$ 5	333,842
Shares withheld for withholding taxes, shares			48,948
Stock-based compensation	503,379			503,379
Liabilities settled with shares	377,325		$ 10	377,315
Liabilities settled with shares, shares			101,705
Restricted stock vesting			$ 1	(1)
Restricted stock vesting shares			13,978
Forfeitures of restricted shares
Forfeitures of restricted shares, shares			(668)
Foreign currency translation adjustments	(230)				(230)
Unrealized (loss) gain on convertible notes	(13,000)				(13,000)
Net loss	(6,457,702)					(6,457,702)
Balance at Mar. 31, 2021	59,766,045	$ 12,601,744	$ 2,306	110,903,949	(104,727)	(63,637,227)
Balance, shares at Mar. 31, 2021		1,647,287	23,067,517
Balance at Dec. 31, 2020	57,222,620	$ 20,405,219	$ 1,990	94,086,433	(91,497)	(57,179,525)
Balance, shares at Dec. 31, 2020		2,667,349	19,901,248
Foreign currency translation adjustments	1,953
Unrealized (loss) gain on convertible notes	(16,000)
Net loss	(12,562,954)
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
Balance at Mar. 31, 2021	59,766,045	$ 12,601,744	$ 2,306	110,903,949	(104,727)	(63,637,227)
Balance, shares at Mar. 31, 2021		1,647,287	23,067,517
Conversion of Exchangeable Shares to common stock		$ (4,650,541)	$ 62	4,650,479
Conversion of Exchangeable Shares to common stock, shares		(607,914)	607,914
Settlement of convertible debt	1,729,144		$ 54	1,729,090
Settlement of convertible debt, shares			543,355
Shares withheld for withholding taxes	(6,002,000)		$ (100)	(6,001,900)
Shares withheld for withholding taxes, shares			(1,000,000)
Stock-based compensation	571,242			571,242
Liabilities settled with shares
Restricted stock vesting			$ 11	(11)
Restricted stock vesting shares			114,321
Forfeitures of restricted shares
Forfeitures of restricted shares, shares			(668)
Foreign currency translation adjustments	2,183				2,183
Unrealized (loss) gain on convertible notes	(3,000)				(3,000)
Net loss	(6,105,251)					(6,105,251)
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
Balance at Dec. 31, 2021	59,949,683	$ 2,366,038	$ 3,100	146,027,258	61,523	88,508,236
Balance, shares at Dec. 31, 2021		309,286	31,001,884
Conversion of Exchangeable Shares to common stock		$ (18,620)		18,620
Conversion of Exchangeable Shares to common stock, shares		(2,434)	2,434
Settlement of convertible debt	3,300,000		$ 340	3,299,660
Settlement of convertible debt, shares			3,396,842
Shares withheld for withholding taxes	(5,615)			5,615
Shares withheld for withholding taxes, shares			4,421
Shares returned in connection with 365 Cannabis acquisition	(940,000)		$ 28	939,972
Shares returned in connection with 365 Cannabis acquisition, Shares			279,762
Stock-based compensation	316,855			316,855
Liabilities settled with shares	45,066		$ 1	45,065
Liabilities settled with shares, shares			14,632
Restricted stock vesting			$ 4	(4)
Restricted stock vesting shares			43,479
Foreign currency translation adjustments	(33,800)				(33,800)
Unrealized (loss) gain on convertible notes	101,000				101,000
Net loss	(21,952,893)					(21,952,893)
Balance at Mar. 31, 2022	$ 40,780,296	2,347,418	$ 3,417	148,761,867	128,723	(110,461,129)
Balance, shares at Mar. 31, 2022	306,852		34,175,088
Balance at Dec. 31, 2021	$ 59,949,683	$ 2,366,038	$ 3,100	146,027,258	61,523	88,508,236
Balance, shares at Dec. 31, 2021		309,286	31,001,884
Foreign currency translation adjustments	(23,171)
Unrealized (loss) gain on convertible notes	264,000
Net loss	(51,518,840)
Balance at Jun. 30, 2022	12,945,012	$ 2,227,619	$ 3,680	150,438,437	302,352	(140,027,076)
Balance, shares at Jun. 30, 2022		291,192	36,826,733
Balance at Mar. 31, 2022	$ 40,780,296	$ 2,347,418	$ 3,417	148,761,867	128,723	(110,461,129)
Balance, shares at Mar. 31, 2022	306,852		34,175,088
Conversion of Exchangeable Shares to common stock		$ 119,799		119,797
Conversion of Exchangeable Shares to common stock, shares		15,660	15,660
Settlement of convertible debt	625,500		$ 75	625,425
Settlement of convertible debt, shares			751,686
Shares withheld for withholding taxes	(7,552)			(7,552)
Shares withheld for withholding taxes, shares			(6,743)
Shares returned in connection with 365 Cannabis acquisition	(761,178)		$ (182)	(760,996)
Shares returned in connection with 365 Cannabis acquisition, Shares			(1,816,184)
Stock-based compensation	148,444			148,444
Liabilities settled with shares	4,464			4,463
Liabilities settled with shares, shares			14,632
Restricted stock vesting	25,000		$ 3	24,997
Restricted stock vesting shares			60,226
Foreign currency translation adjustments	10,629				10,629
Unrealized (loss) gain on convertible notes	163,000				163,000
Net loss	(29,565,947)					(29,565,947)
Balance at Jun. 30, 2022	$ 12,945,012	$ 2,227,619	$ 3,680	$ 150,438,437	$ 302,352	$ (140,027,076)
Balance, shares at Jun. 30, 2022		291,192	36,826,733

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (51,518,840)	$ (12,562,954)
Adjustment to reconcile net loss to net cash used in operating activities:
Equity in losses of investment		7,564
Bad debt	112,475	150,294
Stock-based compensation expense, net	477,681	1,074,621
Loss on write off of fixed assets		1,045,180
Impairment of long-lived assets	39,600,587
Amortization of deferred contract cost	205,408	242,110
Non-cash interest expense	60,500	926,968
Depreciation and amortization	3,976,224	2,367,014
Foreign currency loss (gain)	14,689	(17,344)
Change in fair value of convertible notes	1,727,000	2,007,677
Change in fair value of derivative liability	(51,896)	42,871
Changes in operating assets and liabilities:
Accounts receivable	(580,387)	286,118
Prepaid expenses and other current assets	23,530	(115,934)
Accounts payable and accrued liabilities	119,355	1,463,669
Deferred income tax liabilities	(206,805)
Deferred revenue	(1,146,966)	(633,052)
Net cash used in operating activities	(7,187,445)	(3,715,198)
Cash flows from investing activities:
Developed software additions	(1,737,120)	(2,004,609)
Fixed asset additions	(27,383)
Cash returned from business combination working capital settlement	400,000
Net cash used in investing activities	(1,364,503)	(2,004,609)
Cash flows from financing activities:
Value of shares withheld related to tax withholdings	(13,167)	(333,847)
Principal payments of convertible notes	(1,515,000)
Proceeds received from stock offering, net	761,178
Net cash used in financing activities	(766,989)	(333,847)
Effect of exchange rate changes on cash and restricted cash	9,225	(124)
Net change in cash and restricted cash	(9,309,712)	(6,053,778)
Cash and restricted cash - beginning of period	14,442,526	18,340,640
Cash and restricted cash - end of period	5,132,814	12,286,862
Cash paid for interest	151,500	50,854
Cash paid for taxes	19,466	64,963
Supplemental Disclosure of non-cash investing and financing activity:
Settlement of convertible notes in common stock	3,925,500	10,196,382
Conversion of exchangeable shares to common stock	138,419	12,453,853
Settlement of other liabilities in common stock	49,528	377,325
Stock-based compensation capitalized as software development	12,618
Vesting of restricted stock units	7
Capitalized software included in accrued expenses	1,045,299
Shares returned in connection with 365 Cannabis acquisition	940,000
365 Cannabis working capital reduction to accrued expenses	$ 160,000

Description of Business

Description of Business	6 Months Ended
	Jun. 30, 2022
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, the Company or Akerna, through our wholly-owned subsidiaries MJ Freeway, LLC, or MJF, Trellis Solutions, Inc., or Trellis, Ample Organics, Inc, the Company or Ample, solo sciences, inc., or Solo, Viridian Sciences Inc., or Viridian, and The NAV People, Inc. d.b.a. 365 Cannabis, or 365 Cannabis, 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®, Trellis®, Ample, Viridian and 365 Cannabis to state-licensed businesses, and our regulatory software platform, Leaf Data Systems®, to state government regulatory agencies. Through Solo, 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® and solo*CODE™ results in technology for consumers and brands that brings a consumer-facing mark designed to highlight the authenticity and signify transparency. Our Viridian and 365 Cannabis offerings are considered enterprise offerings while all other solutions are considered non-enterprise offerings that meet the needs of our small and medium-sized business, or SMB, customers. 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. Going Concern and Management's Liquidity Plans In accordance with the Financial Accounting Standards Board’s (“FASB”) standard on going concern, Accounting Standard Update ( “ ” Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern “ ” The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. However, since our inception we have incurred recurring losses from operations, used cash from operating activities, and relied on capital raising transactions to continue ongoing operations. During the six months ended June 30 June 30 million, respectively. As of June 30, 2022, we had a working capital deficit of $13.2 million with $ million in cash available to fund future operations. Furthermore, on May 24, 2022, we received a notice (the “Notice”) from The Nasdaq Stock Market LLC indicating that the bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market (the “Nasdaq Market”). The Notice has no immediate effect on the continued listing status of our Common Stock on the Nasdaq Market, and, therefore, our listing remains fully effective. We are provided a compliance period of 180 calendar days from the date of the Notice, or until November 21, 2022, to regain compliance with the minimum closing bid requirement. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. Management’s plan for the Company to continue as a going concern includes several initiatives and actions including those impacting our short and intermediate term financing, continuing costs, primarily labor and employee benefits, our working capital and the liquidity of our Common Stock. Certain of these initiatives and actions began during the quarter ended June 30, 2022 while others were initiated in July 2022. The most significant components of our plan include the following: (i) realizing annualized cost savings associated with the corporate restructuring initiative (the “Restructuring”) that we announced in May 2022 which resulted in a reduction in workforce and related operating costs (see Note 4), (ii) entering into an amendment and waiver agreement to the securities purchase agreement associated with our 2021 Senior Convertible Notes (the “Senior Convertible Notes”) on June 30, 2022 (the “Convertible Notes Amendment”) which, among other factors, provides for a deferral of the required amortization payments due and payable from July 1, 2022 through January 1, 2023 (see Note 4), (iii) deploying for working capital needs of the net proceeds of approximately $2 million received from our offering of Common Stock and warrants (the “Unit Offering”) in a transaction that closed on July 5, 2022 (see Note 4), net of underwriting discounts and commissions and other offering expenses and after depositing $7 million of the proceeds into certain restricted cash accounts in accordance with the Convertible Notes Amendment, (iv) conservatively managing our working capital through disciplined cost-containment efforts and strategic manag ement of our accounts receivable and accounts payable cycles (v) addressing the potential liquidity of our Common Stock in connection with the minimum listing requirements for the Nasdaq Market through a proposed 1 -to- 20 reverse stock split (the “ continuing to seek to grow our customer base and realize synergies as we continue to integrate our recent acquisitions We anticipate the initiatives and actions described above will provide us with sufficient liquidity in order to operate our business in the normal course for the second half of 2022 until such time that the an earn-out payment associated with a 2021 acquisition is due in December 2022 (see Note 4), in part, to the fact that the debt service obligations associated with the Senior Convertible Notes for the first half of 2023 have effectively been substantially pre-funded with the amounts deposited into restricted accounts as required by the Convertible Notes Amendment. In the second half of 2022, we plan to continue to rigorously explore potential financing alternatives and other strategic options in addition to enhancing the liquidity of our Common Stock. In addition to and to the extent practical in the future, based on market conditions, we will consider incremental offerings of Common Stock through our previously authorized ATM Program; however, we do not consider this a viable alternative unless and until we are able to successfully address the minimum listing requirements of the Nasdaq Market with the proposed Reverse Stock Split. Through July 31, 2022, we have utilized $2.7 million of the total $25 million authorized by the ATM Program. If we are unable to secure other potential financing alternatives or fail to execute any other strategic options to raise sufficient additional funds through the first half of 2023, including through the ATM Program, address our liquidity needs and our ability to satisfy the scheduled maturity of our obligations under the Senior Convertible Notes. Such offerings may include the issuance of shares of common stock, warrants to purchase common stock, preferred stock, convertible debt or other instruments that may dilute our current stockholders. If we are required to raise additional capital as discussed above and if we cannot timely raise additional funds, we may be unable to meet the financial covenants of the Senior Convertible Notes, which could result in an event of default under those instruments which could adversely impact the Company. See the risks detailed in our Form 10-K under “Item 1A. Risk Factors – Risks Relating to our Convertible Debt”. Our ability to continue as a going concern is dependent upon our ability to successfully execute the plans described above and attain profitable operations. Despite the comprehensive scope of our plans, the inherent risks associated with their successful execution are not sufficient to fully overcome substantial doubt about our ability to continue as a going concern for year from the date of issuance of the consolidated financial statements. Accordingly, if we are unable to raise sufficient capital we may have to reduce operations which could significantly and adversely affect our results of operations. If we fail to meet the financial covenants of the Senior Convertible Notes and cannot obtain a waiver from such provisions or otherwise come to an agreement with the holders of our debt, such holders may declare a default on the debt which could subject our assets to seizure and sale, negatively impacting our business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
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 the Quarterly Report on Form 10-Q and Article 8 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information normally required by GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The condensed consolidated balance sheet as of and for the period ended December 31, 2021, 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, 2021, which were included in our report on Form 10-K filed on June 30 Principles of Consolidation Our accompanying consolidated financial statements include the accounts of Akerna and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and accompanying notes thereto. Our most significant estimates and assumptions are related to the valuation of acquisition-related assets and liabilities, capitalization of internal costs associated with software development, fair value measurements, impairment assessments, loss contingencies, valuation allowance associated with deferred tax assets, stock based compensation expenses, and useful lives of long-lived intangible assets. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. Subsequent Events Management has evaluated all of our activities through the issuance date of our condensed consolidated financial statements and has concluded that, with the exception of the issuance of common stock and warrants in an offering that closed on July 5, 2022, as disclosed in Note 4, no subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto. Accounts Receivable, Net We maintain an allowance for doubtful accounts equal to the estimated uncollectible amounts based on our historical collection experience and review of the current status of trade accounts receivable. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success. The allowance for doubtful accounts was $0.7 million $0.3 million December 31, 2021, respectively Concentrations of Credit Risk We grant credit in the normal course of business to customers in the United States and Canada. We periodically perform credit analysis and monitor the financial condition of our customers to reduce credit risk. During the six months ended June 30, 2022 % and 11% As of June 30, 2022, Segment Reporting We operate our 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 ( “ ” 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 June 30, 2022 As of December 31, 2021 Long-lived assets: United States $ 28,231 $ 32,356 Canada 5,932 5,229 Total $ 34,163 $ 37,585 Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases “ ” Leases “ ” The FASB issued ASU No. 2020-01, Clarifying the Interaction between Topic 321, Topic 323, and Topic 815 “ ” The FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options “ ” We adopted ASU 2021-04 effective January 1, 2022 and there was no material impact to our balance sheets and statements of operations. Recent Accounting Pronouncements Pending Adoption The FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments “ ” The FABS issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity “ ” The FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers “ ” liabili Revenue from Contracts with Customers We are currently evaluating the impact this guidance will have on our consolidated financial statements.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Note – Revenue We recognize revenue 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, we perform 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. Software Revenue. 365 30 We typically invoice customers at the beginning of the term, in multi-year, annual, quarterly, or monthly installments. When a collection of fees occurs in advance of service delivery, revenue recognition is deferred until such services commence. Revenue for implementation fees is recognized ratably over the expected term of the contract, including expected renewals. We include service level commitments to customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if those levels are not met. In addition, customer contracts often include: specific obligations that require us to maintain the availability of the customer’s data through the service and that customer content is secured against unauthorized access or loss, and indemnity provisions whereby we indemnify customers from third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. To date, we have not incurred any material costs as a result of such commitments. Any such credits or payments made to customers under these arrangements are recorded as a reduction of revenue. Consulting 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, these revenues are recognized as services are rendered and accepted by the customer. Other Revenue. Our other revenue is derived primarily from point-of-sale hardware and other non-recurring revenue . We recognize revenue as these products are delivered and title has transferred. 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 presented as a current liability while amounts that will be recognized in periods greater than twelve months in the future are recognized as a noncurrent liability on the accompanying consolidated balance sheets. Disagg We derive the majority of our revenue from subscription fees paid for access to and usage of our “ ” Sales The following tables summarizes our revenue disaggregation of enterprise offerings and non-enterprise offerings for the following periods (in thousands): Six Months Ended June 30, 2022 2021 Enterprise $ 5,898 $ 1,638 Non-enterprise 7,139 7,283 $ 13,037 $ 8,921 Six Months Ended June 30, 2022 2021 United States $ 9,243 $ 6,267 Canada 3,794 2,654 $ 13,037 $ 8,921 Contracts with Multiple Performance Obligations Customers may elect to purchase a subscription to multiple modules, multiple modules with multiple service levels, or, for certain of the Company's solutions. We evaluate such contracts to determine whether the services to be provided are distinct and accordingly should be accounted for as separate performance obligations. If we determine that a contract has multiple performance obligations, the transaction price, which is the total price of the contract, is allocated to each performance obligation based on a relative standalone selling price method. We estimate standalone selling price based on observable prices in past transactions for which the product offering subject to the performance obligation has been sold separately. As the performance obligations are satisfied, revenue is recognized as discussed above in the product descriptions. Transaction Price Allocated to Future Performance Obligation GAAP 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 many of the contracts the Company has entered into with customers are for a twelve-month subscription term, a significant portion of performance obligations that have not yet been satisfied as of June 30, 2022 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 $22.3 million $11.9 million twelve Deferred Revenue Deferred revenue represents the unearned portion of subscription and implementation fees. Deferred revenue is recorded when cash payments are received in advance of performance. Deferred amounts are generally recognized within one to three years. Deferred revenue is included in the accompanying consolidated balance sheets under current liabilities, net of any long-term portion that is included in noncurrent liabilities. T he following table summarizes deferred revenue activity for the six months ended June 30, 2022 (in thousands): As of 2021 Net additions Revenue recognized As of June 30, 2022 Deferred $ 4,126 8,881 (10,002 ) $ 3,005 O f the $ 13.0 million $3.1 million w Costs to Obtain Contracts We 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 a component of 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 to three years based on the estimated customer relationship period. The following table summarizes deferred contract cost activity for the six months ended June 30, 2022 As of 2021 Additions Amortized costs As of Deferred contract costs $ 261 279 (246 ) $ 294

Significant Transactions

Significant Transactions	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Significant Transactions	Note 4 – Significant Transactions Convertible Notes Amendment On June 30, 2022, we and the holders Senior Convertible Notes entered into the Convertible Notes Amendment to add covenants such that (a) we will be subject to a daily cash test beginning on July 1, 2022 of having an available cash balance of at least $7 million, which amount shall be reduced by $1 million on each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14 million and $11 million, subject in all cases to a minimum of $5 million, and (b) we will establish and maintain bank accounts for each holder and deposit in such accounts an aggregate amount of $7 million with such amount to be released from the accounts only upon the written consent of such holder, provided that $1 million will automatically release from the accounts upon the occurrence of each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14 million and $11 million, subject to certain conditions. Further the holders of the Senior Convertible Notes waived provisions such that (i) no amortization payments are due and payable for any payments previously required to be made from July 1, 2022 through January 1, 2023, (ii) the holders of the Senior Convertible Notes will not accelerate any previously deferred installment amounts until January 1, 2023 and (iii) the terms of the Senior Convertible Notes which would provide for reset of the conversion price of the Senior Convertible Notes as a result of the issuance of securities under the Unit Offering and instead agree to a reset of the conversion price equal to a per share price of 135% of the Unit Offering price, or $0.3105 per unit. Unit Offering On June 30, 2022, we entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), in connection with the Unit Offering which is comprised of an aggregate of The Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $0.0001 or on a cashless basis and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Common Warrants have an exercise price of $0.23 per share subject to certain adjustments, are immediately exercisable and will expire five The Pre-Funded Warrants were sold to purchasers whose purchase of shares of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of the Unit Offering, in lieu of shares of Common Stock. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. Pursuant to the Underwriting Agreement, we granted the Underwriter a 45-day option from June 30, 2022 to purchase from the Company (i) additional shares of Common Stock and/or (ii) Common Warrants and/or (iii) Pre-Funded Warrants, in any combination thereof, up to, and not to exceed, 13,043,478 shares of Common Stock or shares of Common Stock underlying Pre-Funded Warrants or Common Warrants, in the aggregate, solely to cover over-allotments, if any. Pursuant to th e Underwriting Agreement and upon closing of the Unit Offering, we issued to the Underwriter warrants to purchase up to 2,173,913 shares of Common Stock (the “Underwriter Warrants” and, together with the Common Warrants and the Pre-Funded Warrants, the “Warrants”), which is 5.0 % of the aggregate number of Shares and Shares issuable upon exercise of the Pre-Funded Warrants sold in the Unit Offering. The Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, commencing from months after June 29, 2022 (the "Effective Date") and ending years from the Effective Date, at a price per share equal to $ 0.23 , which is the public offering price per unit. The Unit Offering closed on July 5, 2022 and we received Restructuring In May 2022, we implemented the Restructuring as approved by our board of directors. The Restructuring resulted in a reduction of the Company's workforce by 59 employees, or approximately 33 percent of the Company. We incurred costs of approximately $0.5 million in severance benefits, including employee insurance, associated payroll taxes and legal costs in connection with the Restructuring. Of the total amount incurred, $0.3 million was included in Sales and marketing costs, $0.2 million was recorded in Product development and less than $0.1 million was included in Cost of revenue and General and administrative expenses, respectively. All amounts directly attributable to the severed employees were settled in cash during the quarter ended June 30, 2022. Accordingly, we have no material obligations remaining associated with the Restructuring. In addition to the reduction in force, the Company's executive leadership team agreed to a temporary 25 percent reduction in salary, subject to certain conditions. 2021 Transactions V iridian 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 365 On October 1, 2021, we acquired all the issued and outstanding shares of 365 “ ” Cannabis shares consisted of an initial purchase price of ( ) $ ) $ 3.6 ) contingent value rights to be issued pursuant to a rights indenture entitling the holders thereof to receive, subject to certain adjustments as set forth in the Agreement, an aggregate of up to $ Cannabis achieves certain revenue targets as specified in the Agreement. These rights are accounted for as contingent consideration and are currently recorded at preliminary fair value which will be updated upon finalization of purchase accounting. We reached a working capital settlement agreement during the first quarter of 2022 in the amount of $1.5 million. As a result of this post-close adjustment, the 365 Cannabis purchase price was reduced by $1.5 million. This was recorded as follows: 1) a receivable of $400,000 was booked in other current assets in our condensed consolidated balance sheet as of March 31 On May 23, 2022, we and the sellers of Cannabis entered into an amendment (the "Amendment") to the Stock Purchase Agreement in order to provide the Sellers an election to have the potential earn-out payment, recognized as contingent consideration in the table below, paid in cash or Common Stock or in any combination thereof. Under the Amendment, if a seller elects to have any portion of the earn-out payment paid in cash such amount payable will be reduced by %. The updated consideration transferred is reflected in the table below (in thousands): Preliminary Fair Value Shares issued $ 11,060 Cash 4,982 Contingent co nsidera 6,300 Total preliminary fair value of consideration transferred $ 22,342 The opening balance sheet presented below reflects our updated purchase price allocation, Preliminary Fair Value Cash $ 527 Accounts receivable 486 Prepaid expenses and other current asset 261 Fixed assets 93 Non-compete agreement 80 Acquired technology 1,040 Customer relationships 13,810 Acquired trade name 270 Goodwill 12,543 Accounts payable and accrued expenses (2,642 ) Deferred tax liabilities (826 ) Deferred revenue (3,300 ) Net assets acquired $ 22,342 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. Pro Forma Financial Information The following unaudited pro forma consolidated operating results give effect to the Viridian and 365 Cannabis acquisitions, as if they had been completed as of January 1, 2020 (in thousands): Six Months Ended June 30, 2021 Revenue $ 14,698 Net loss $ (13,317 ) Three Months Ended June 30, 2021 Revenue $ 7,291 Net loss $ (6,743 ) The pro forma financial information for the period presented above has been calculated after adjusting the results of Viridian and Cannabis to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the periods indicated above as well as direct acquisition costs. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the years indicated above. Special Voting Preferred Stock and Exchangeable Shares In connection with the Ample acquisition, which was completed on July 7, 2020, 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 months ended June 30, 2022 exchangeable shares with a value of $ 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 June 30 , there were a total of exchangeable shares issued and outstanding.

Supplemental Balance Sheet Disc

Supplemental Balance Sheet Disclosures	6 Months Ended
	Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]
Supplemental Balance Sheet Disclosures	Note 5 - Supplemental Balance Sheet Disclosures Prepaid expenses and other current assets consisted of the following: As of As of June 30, December 31, 2022 2021 Software and technology $ 470,505 $ 687,740 Professional services, dues and subscriptions 505,282 546,126 Insurance 74,196 264,097 Deferred contract costs 293,618 260,899 Unbilled receivables 733,045 506,984 Other 78,800 117,918 Total prepaid expenses and other current assets $ 2,155,446 $ 2,383,764 Accounts payable, accrued expenses, and other accrued liabilities consisted of the following As of As of June 30, December 31, 2022 2021 Accounts payable $ 3,793,079 $ 1,943,457 Professional fees 182,015 319,590 Sales taxes 572,567 360,361 Compensation 901,304 1,123,467 Contractors 551,388 1,288,730 Settlements and legal 920,736 681,045 Other 129,590 346,870 Total accounts payable, accrued expenses, and other accrued liabilities $ 7,050,679 $ 6,063,520

Fair Value

Fair Value	6 Months Ended
	Jun. 30, 2022
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 million at a purchase price of $15.0 million (the “ ” 20.0 18.0 For the 2020 Notes and the Senior Convertible Notes, which are measured at fair value categorized within Level 3 and six months ended June 30, 2022 and June 30, 2021: Three Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 15,337,000 $ 7,705,000 Payments on Convertible Notes (2,080,000 ) (1,572,405 ) Change in fair value reported in the statements of operations 294,000 16,405 Change in fair value reported in other comprehensive loss (163,000 ) 3,000 Fair value balance at end of period $ 13,388,000 $ 6,152,000 Six Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 17,305,000 $ 13,398,000 Payments on Convertible Notes (5,380,000 ) (9,269,677 ) Change in fair value reported in the statements of operations 1,727,000 2,007,677 Change in fair value reported in other comprehensive loss (264,000 ) 16,000 Fair value balance at end of period $ 13,388,000 $ 6,152,000 The estimated fair value of the Senior Convertible Notes as of June 30, 2022 and December 31, 2021, 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 June 30, 2022 December 31, 2021 Face value principal payable $ 14,620,000 $ 20,000,000 Original conversion price $ 0.3105 $ 4.05 Value of Common Stock $ 0.14 $ 1.75 Expected term (years) 2.3 2.8 Volatility 79 % 75 % Market yield 43.4 % 37.1 % Risk free rate 3.0 % 1 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024 (1) In accordance with the Convertible Notes Amendment, the conversion price has been lowered to $0.3105 per share from $4.05 per share. Fair Value Measurement – Warrants In connection with MTech Acquisition Corp.'s ( “ ” 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 months ended June 30, 2022 and June 30, 2021: Three Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 45,127 $ 487,372 Change in fair value reported in the statements of operations ( 33,845 ) (133,125 ) Fair value balance at end of period $ 11,282 $ 354,247 Six Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 63,178 $ 311,376 Change in fair value reported in the statements of operations (51,896 ) 42,871 Fair value balance at end of period $ 11,282 $ 354,247 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 June 30, 2022 December 31, 2021 Number of Private Warrants 225,635 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 0.14 $ 1.75 Expected term (years) 1.96 2.46 Volatility 107.0 % 93.9 % Risk free rate 2.9 % 0.8 %

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 - Commitments and Contingencies Litigation On December 4, 2020, TechMagic USA LLC ( “ ” “ ” 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 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 one of Akerna’s clients. TreCom subsequently filed a motion to dismiss these counterclaims, which was denied by the court. Akerna intends to vigorously defend against TreCom’s claims, and pursue its own claims As of December 31, 2021 and June 30, 2022, we recognized a loss contingency of $0.2 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 June 30, 2022, and through the date these consolidated financial statements were issued, there were no other legal proceedings requiring recognition or disclosure in the consolidated financial statements. Operating Leases During the first half of 2022, we began negotiations to terminate the 365 Cannabis office lease in Las Vegas, Nevada. We recorded an obligation and lease termination expense of $0.5 million

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Loss Per Share	Note 8 - Loss Per Share During the three and six months ended June 30, 2022 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 Senior Convertible Notes. We analyzed the potential dilutive effect of any outstanding convertible securities under the “ ” -class or “ ” 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 2022 2021 Shares issuable upon exchange of Exchangeable Shares 291,192 1,039,373 Shares of common stock issuable upon conversion of convertible notes (1) 47,085,346 1,761,929 Warrants 5,813,804 5,813,804 Unvested restricted stock units 445,646 998,104 Unvested restricted stock awards 6,679 32,394 Total 53,642,667 9,645,604 (1) In accordance with the Convertible Notes Amendment, the conversion price has been lowered to $0.3105 per share from $4.05 per share.

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Net	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	Note 9 - Goodwill and Intangible Assets, net Impairments Based on our qualitative assessment of goodwill, we determined it was necessary to perform a quantitative valuation of goodwill as of March 31, 2022 and June 30, 2022. Unchanged from the year ended December 31, 2021, we determined there were two 3 Enterprise Reporting Unit For the three and six months ended June 30, 2022, due primarily to a continued decline in market valuation from December 31, 2021, we recorded an 50 50 Non-Enterprise Reporting Unit For the three and six months ended June 30, 2022, primarily due to a continued decline in market valuation from December 31, 2021, we recorded impairment expenses of $11.2 million and $23.5 million, respectively, related to our non-enterprise reporting unit. To perform our analysis, we applied a 25 75 Finite-lived Intangible Assets, Net We performed a two impairments of $3.2 million attributable to certain intangible assets and capitalized software associated with one specific business line within the Non-Enterprise Reporting Unit.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 - Income Taxes Our effective tax rate was 0.44% and 0.08% for the six months ended June 30, 2022 and 2021, respectively. Differences between the statutory rate and our effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses. Our effective tax rate is impacted by indefinite-lived deferred tax liabilities, resulting primarily from the acquisition of 365 Cannabis, which cannot be considered as a source of future taxable income available to utilize recorded deferred tax assets based on the Company's scheduling and the 80% limit on the utilization of net operating loss carry forwards under current US tax law. Uncertain tax positions related to penalties of less than $0.1 million have been reversed for the three months ended June 30, 2022 as a result of the Internal Revenue Service's dismissal of the potential penalties.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
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 the Quarterly Report on Form 10-Q and Article 8 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information normally required by GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The condensed consolidated balance sheet as of and for the period ended December 31, 2021, 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, 2021, which were included in our report on Form 10-K filed on June 30
Principles of Consolidation	Principles of Consolidation Our accompanying consolidated financial statements include the accounts of Akerna and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and accompanying notes thereto. Our most significant estimates and assumptions are related to the valuation of acquisition-related assets and liabilities, capitalization of internal costs associated with software development, fair value measurements, impairment assessments, loss contingencies, valuation allowance associated with deferred tax assets, stock based compensation expenses, and useful lives of long-lived intangible assets. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. Subsequent Events Management has evaluated all of our activities through the issuance date of our condensed consolidated financial statements and has concluded that, with the exception of the issuance of common stock and warrants in an offering that closed on July 5, 2022, as disclosed in Note 4, no subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto.
Accounts Receivable, Net	Accounts Receivable, Net We maintain an allowance for doubtful accounts equal to the estimated uncollectible amounts based on our historical collection experience and review of the current status of trade accounts receivable. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success. The allowance for doubtful accounts was $0.7 million $0.3 million December 31, 2021, respectively
Concentrations of Credit Risk	Concentrations of Credit Risk We grant credit in the normal course of business to customers in the United States and Canada. We periodically perform credit analysis and monitor the financial condition of our customers to reduce credit risk. During the six months ended June 30, 2022 % and 11% As of June 30, 2022,
Segment Reporting	Segment Reporting We operate our 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 ( “ ” 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 June 30, 2022 As of December 31, 2021 Long-lived assets: United States $ 28,231 $ 32,356 Canada 5,932 5,229 Total $ 34,163 $ 37,585
Adoption of Recent Accounting Pronouncements	Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases “ ” Leases “ ” The FASB issued ASU No. 2020-01, Clarifying the Interaction between Topic 321, Topic 323, and Topic 815 “ ” The FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options “ ” We adopted ASU 2021-04 effective January 1, 2022 and there was no material impact to our balance sheets and statements of operations. Recent Accounting Pronouncements Pending Adoption The FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments “ ” The FABS issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity “ ” The FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers “ ” liabili Revenue from Contracts with Customers We are currently evaluating the impact this guidance will have on our consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of disaggregated by primary geographical markets and revenue	As of June 30, 2022 As of December 31, 2021 Long-lived assets: United States $ 28,231 $ 32,356 Canada 5,932 5,229 Total $ 34,163 $ 37,585

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Summarizes revenue disaggregation	Six Months Ended June 30, 2022 2021 Enterprise $ 5,898 $ 1,638 Non-enterprise 7,139 7,283 $ 13,037 $ 8,921 Six Months Ended June 30, 2022 2021 United States $ 9,243 $ 6,267 Canada 3,794 2,654 $ 13,037 $ 8,921
Summarizes deferred revenue activity	As of 2021 Net additions Revenue recognized As of June 30, 2022 Deferred $ 4,126 8,881 (10,002 ) $ 3,005

Significant Transactions (Table

Significant Transactions (Tables)	6 Months Ended
	Jun. 30, 2022
Business Acquisition [Line Items]
Schedule of financial information combined results of operations	Six Months Ended June 30, 2021 Revenue $ 14,698 Net loss $ (13,317 ) Three Months Ended June 30, 2021 Revenue $ 7,291 Net loss $ (6,743 )
365 Cannabis [Member]
Business Acquisition [Line Items]
Schedule of estimated acquisition date fair value of consideration	Preliminary Fair Value Shares issued $ 11,060 Cash 4,982 Contingent co nsidera 6,300 Total preliminary fair value of consideration transferred $ 22,342
Schedule of preliminary estimated fair values of assets acquired and liabilities	Preliminary Fair Value Cash $ 527 Accounts receivable 486 Prepaid expenses and other current asset 261 Fixed assets 93 Non-compete agreement 80 Acquired technology 1,040 Customer relationships 13,810 Acquired trade name 270 Goodwill 12,543 Accounts payable and accrued expenses (2,642 ) Deferred tax liabilities (826 ) Deferred revenue (3,300 ) Net assets acquired $ 22,342

Supplemental Balance Sheet Di_2

Supplemental Balance Sheet Disclosures (Tables)	6 Months Ended
	Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]
Schedule of prepaid expenses and other current assets	As of As of June 30, December 31, 2022 2021 Software and technology $ 470,505 $ 687,740 Professional services, dues and subscriptions 505,282 546,126 Insurance 74,196 264,097 Deferred contract costs 293,618 260,899 Unbilled receivables 733,045 506,984 Other 78,800 117,918 Total prepaid expenses and other current assets $ 2,155,446 $ 2,383,764
Schedule of accounts payable, accrued expenses, and other current liabilities	As of As of June 30, December 31, 2022 2021 Accounts payable $ 3,793,079 $ 1,943,457 Professional fees 182,015 319,590 Sales taxes 572,567 360,361 Compensation 901,304 1,123,467 Contractors 551,388 1,288,730 Settlements and legal 920,736 681,045 Other 129,590 346,870 Total accounts payable, accrued expenses, and other accrued liabilities $ 7,050,679 $ 6,063,520

Fair Value (Tables)

Fair Value (Tables)	6 Months Ended
	Jun. 30, 2022
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 15,337,000 $ 7,705,000 Payments on Convertible Notes (2,080,000 ) (1,572,405 ) Change in fair value reported in the statements of operations 294,000 16,405 Change in fair value reported in other comprehensive loss (163,000 ) 3,000 Fair value balance at end of period $ 13,388,000 $ 6,152,000 Six Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 17,305,000 $ 13,398,000 Payments on Convertible Notes (5,380,000 ) (9,269,677 ) Change in fair value reported in the statements of operations 1,727,000 2,007,677 Change in fair value reported in other comprehensive loss (264,000 ) 16,000 Fair value balance at end of period $ 13,388,000 $ 6,152,000
Schedule of fair value by using key inputs	Fair Value Assumptions - Convertible Notes June 30, 2022 December 31, 2021 Face value principal payable $ 14,620,000 $ 20,000,000 Original conversion price $ 0.3105 $ 4.05 Value of Common Stock $ 0.14 $ 1.75 Expected term (years) 2.3 2.8 Volatility 79 % 75 % Market yield 43.4 % 37.1 % Risk free rate 3.0 % 1 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024 (1) In accordance with the Convertible Notes Amendment, the conversion price has been lowered to $0.3105 per share from $4.05 per share.
Private Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 45,127 $ 487,372 Change in fair value reported in the statements of operations ( 33,845 ) (133,125 ) Fair value balance at end of period $ 11,282 $ 354,247 Six Months Ended June 30, 2022 2021 Fair value balance at beginning of period $ 63,178 $ 311,376 Change in fair value reported in the statements of operations (51,896 ) 42,871 Fair value balance at end of period $ 11,282 $ 354,247
Schedule of fair value by using key inputs	Fair Value Assumptions - Private June 30, 2022 December 31, 2021 Number of Private Warrants 225,635 225,635 Original conversion price $ 11.50 $ 11.50 Value of Common Stock $ 0.14 $ 1.75 Expected term (years) 1.96 2.46 Volatility 107.0 % 93.9 % Risk free rate 2.9 % 0.8 %

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of diluted earnings per share	As of 2022 2021 Shares issuable upon exchange of Exchangeable Shares 291,192 1,039,373 Shares of common stock issuable upon conversion of convertible notes (1) 47,085,346 1,761,929 Warrants 5,813,804 5,813,804 Unvested restricted stock units 445,646 998,104 Unvested restricted stock awards 6,679 32,394 Total 53,642,667 9,645,604

Description of Business (Detail

Description of Business (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Marketable Securities [Line Items]
Description of liquidity and capital resources	We anticipate the initiatives and actions described above will provide us with sufficient liquidity in order to operate our business in the normal course for the second half of 2022  until such time that the an earn-out payment associated with a 2021 acquisition is due in December 2022 (see Note 4), in part, to the fact that the debt service obligations associated with the Senior Convertible Notes for the first half of 2023 have effectively been substantially pre-funded with the amounts deposited into restricted accounts as required by the Convertible Notes Amendment. In the second half of 2022, we plan to continue to rigorously explore potential financing alternatives and other strategic options in addition to enhancing the liquidity of our Common Stock. In addition to and to the extent practical in the future, based on market conditions, we will consider incremental offerings of Common Stock through our previously authorized ATM Program; however, we do not consider this a viable alternative unless and until we are able to successfully address the minimum listing requirements of the Nasdaq Market with the proposed Reverse Stock Split. Through July 31, 2022, we have utilized $2.7 million of the total $25 million authorized by the ATM Program.
Cash in operations	$ (7,187,445)	$ (3,715,198)
Working capital	13,200,000
Cash	5,100,000
Loss from Operations	49,900,000	9,600,000
Cash in operations	7,200,000	3,700,000
Conversion amount	$ 138,419	$ 12,453,853
Common stock par value	$ 0.0001		$ 0.0001
Description of going concern and management plan	ement of our accounts receivable and accounts payable cycles (v) addressing the potential liquidity of our Common Stock in connection with the minimum listing requirements for the Nasdaq Market through a proposed </span><span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">1</span><span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">-to-</span><span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">20</span><span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;"> reverse stock split (the <span style="line-height: inherit;">“</span>Reverse Stock Split”) and (vi) </span></span><span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;"> continuing to seek to grow our customer base and realize synergies as we continue to integrate our recent acquisitions</span>." id="sjs-B12">&lt;span>(i) realizing annualized cost savings associated with the corporate restructuring initiative (the “Restructuring”) that we announced in May 2022 which resulted in a reduction in workforce and related operating costs (see Note 4), (ii) entering into an amendment and waiver agreement to the securities purchase agreement associated with our 2021 Senior Convertible Notes (the “Senior Convertible Notes”) on June 30, 2022 (the “Convertible Notes Amendment”) which, among other factors, provides for a deferral of the required amortization payments due and payable from July 1, 2022 through January 1, 2023 (see Note 4), (iii) deploying for working capital needs of the net proceeds of approximately $2 million received from our offering of Common Stock and warrants (the “Unit Offering”) in a transaction that closed on July 5, 2022 (see Note 4), net of underwriting discounts and commissions and other offering expenses and after depositing $7 million of the proceeds into certain restricted cash accounts in accordance with the Convertible Notes Amendment, (iv) conservatively managing our working capital through disciplined cost-containment efforts and strategic manag&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">ement of our accounts receivable and accounts payable cycles (v) addressing the potential liquidity of our Common Stock in connection with the minimum listing requirements for the Nasdaq Market through a proposed &lt;/span>&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">1&lt;/span>&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">-to-&lt;/span>&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;">20&lt;/span>&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;"> reverse stock split (the &lt;span style="line-height: inherit;">“&lt;/span>Reverse Stock Split”) and (vi) &lt;/span>&lt;/span>&lt;span style="font-size: 10pt; font-family: 'Times New Roman', serif; border-left: none; border-right: none; color: #000000; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; 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; line-height: inherit;"> continuing to seek to grow our customer base and realize synergies as we continue to integrate our recent acquisitions&lt;/span>.
Bid price per share	$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Long-lived assets:
Long-Lived assets	$ 34,163	$ 37,585
United States [Member]
Long-lived assets:
Long-Lived assets	28,231	32,356
Canada [Member]
Long-lived assets:
Long-Lived assets	$ 5,932	$ 5,229

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) Customers	Jun. 30, 2021	Dec. 31, 2021 USD ($) Customers
Product Information [Line Items]
Allowance for doubtful accounts | $	$ 700,000		$ 700,000		$ 300,000
Common stock valued | $	$ 761,178	$ 940,000
Number of Operating Segments			1
One Other Government Customer [Member] | Total Revenues [Member]
Product Information [Line Items]
Number of Customer			1		1
One Other Government Customer [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage			11%	11%
One Government Client [Member] | Total Revenues [Member]
Product Information [Line Items]
Number of Customer			1
Two Government Client [Member] | Account Receivable [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage					37%
Number of Customer					2
Two Government Customers One [Member] | Account Receivable [Member]
Product Information [Line Items]
Number of Customer			1
Two Government Customers One [Member] | Account Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage			30%

Revenue (Details)

Revenue (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 13,037	$ 8,921
Enterprise [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	5,898	1,638
Non-enterprise [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 7,139	$ 7,283

Revenue (Details 1)

Revenue (Details 1) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Adjusted for adoption	$ 13,037	$ 8,921
United States [Member]
Disaggregation of Revenue [Line Items]
Adjusted for adoption	9,243	6,267
Canada [Member]
Disaggregation of Revenue [Line Items]
Adjusted for adoption	$ 3,794	$ 2,654

Revenue (Details 2)

Revenue (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Deferred revenue activity
Deferred revenue Beginning Balance	$ 4,126
Net additions	8,881
Revenue recognized	(10,002)
Deferred revenue Ending Balance	$ 3,005

Revenue (Details 3)

Revenue (Details 3)	6 Months Ended
	Jun. 30, 2022 USD ($)
Change in Contract with Customer, Liability [Abstract]
Deferred contract costs Beginning Balance	$ 261
Additions	279
Amortized costs	246
Deferred contract costs Ending Balance	$ 294

Revenue (Details Textual)

Revenue (Details Textual) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Unsatisfied performance obligations	$ 22,300
Revenue expected to be recognized	11,900
Revenue recognized	(10,002)
Deferred revenue	$ 13,000	$ 3,100

Significant Transactions (Detai

Significant Transactions (Details 1) - 365 Cannabis [Member]	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Shares issued	$ 11,060
Cash	4,982
Contingent consideration	6,300
Total fair value of consideration transferred	$ 22,342

Significant Transactions (Det_2

Significant Transactions (Details 2) - 365 Cannabis [Member]	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Cash	$ 527
Accounts receivable	486
Prepaid expenses and other current assets	261
Fixed Assets	93
Non-compete agreement	80
Acquired technology	1,040
Customer relationships	13,810
Acquired trade name	270
Goodwill	12,543
Accounts payable and accrued expenses	(2,642)
Deferred tax liabilities	(826)
Deferred revenue	(3,300)
Net assets acquired	$ 22,342

Significant Transactions (Det_3

Significant Transactions (Details 3) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 7,291	$ 14,698
Net loss	$ 6,743	$ 13,317

Significant Transactions (Det_4

Significant Transactions (Details Textual) - USD ($)				1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended
	Jul. 05, 2022	May 23, 2022	Oct. 10, 2021	Jun. 30, 2022	May 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 01, 2021
Business Acquisition [Line Items]
Exchangeable shares				1		1			1
Revenues						$ 6,085,881		$ 4,906,887	$ 13,036,722	$ 8,920,911
Common stock, shares issued				36,826,733		36,826,733			36,826,733		36,826,733
Preferred stock, par value				$ 0.0001		$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, liquidation preference per share				$ 1		1			$ 1
Transaction costs					$ 0.5
Sales and marketing costs					300,000
Product development costs					200,000
General and administrative expenses					$ 100,000
Acquisition of net income								$ 6,743	$ 13,317
Exchangeable shares outstanding							306,852
Reduction of purchase price									25
Reduction of working capital									$ 1.5
Convertible Notes Amendment description				we and the holders Senior Convertible Notes entered into the Convertible Notes Amendment to add covenants such that (a) we will be subject to a daily cash test beginning on July 1, 2022 of having an available cash balance of at least $7 million, which amount shall be reduced by $1 million on each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14 million and $11 million, subject in all cases to a minimum of $5 million, and (b) we will establish and maintain bank accounts for each holder and deposit in such accounts an aggregate amount of $7 million with such amount to be released from the accounts only upon the written consent of such holder, provided that $1 million will automatically release from the accounts upon the occurrence of each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14 million and $11 million, subject to certain conditions. Further the holders of the Senior Convertible Notes waived provisions such that (i) no amortization payments are due and payable for any payments previously required to be made from July 1, 2022 through January 1, 2023, (ii) the holders of the Senior Convertible Notes will not accelerate any previously deferred installment amounts until January 1, 2023 and (iii) the terms of the Senior Convertible Notes which would provide for reset of the conversion price of the Senior Convertible Notes as a result of the issuance of securities under the Unit Offering and instead agree to a reset of the conversion price equal to a per share price of 135% of the Unit Offering price, or $0.3105 per unit.
Exercise price (in dollars per share)				$ 0.23		0.23			$ 0.23
Common stock offering percentage		25%							5%
Cash received in connection with exercise of warrants, shares									1
Share Price				$ 0.0001		$ 0.0001			$ 0.0001
Net proceeds	$ 9.3
Convertible notes				$ 7		$ 7			$ 7
Underwriting Agreement , Description									the Underwriting Agreement, we granted the Underwriter a 45-day option from June 30, 2022 to purchase from the Company (i) additional shares of Common Stock and/or (ii) Common Warrants and/or (iii) Pre-Funded Warrants, in any combination thereof, up to, and not to exceed, 13,043,478 shares of Common Stock or shares of Common Stock underlying Pre-Funded Warrants or Common Warrants, in the aggregate, solely to cover over-allotments, if any.
Common stock issued in business combinations						$ 761,178	$ 940,000
Description of unit offering									(i) 29,382,861 units of the Company consisting of 29,382,861 shares of Common Stock together with Common Stock warrants (the “Common Warrants”) to purchase up to 29,382,861 shares of Common Stock and (ii) 14,095,400 pre-funded units, consisting of 14,095,400 pre-funded warrants (“Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 14,095,400 shares of Common Stock. The units were sold at a public offering price of $0.23 per unit and the pre-funded units were sold at a public offering price of $0.2299 per pre-funded unit.
Pre-Funded Warrants [Member]
Business Acquisition [Line Items]
Exercise price (in dollars per share)				$ 0.0001		$ 0.0001			$ 0.0001
Underwriter Warrants [Member] | Minimum [Member]
Business Acquisition [Line Items]
Underwriter warrants to purchase				2,173,913		2,173,913			2,173,913
Warrant [Member]
Business Acquisition [Line Items]
Underwriting Agreement , Description									Underwriting Agreement and upon closing of the Unit Offering, we issued to the Underwriter warrants to purchase up to 2,173,913 shares of Common Stock (the “Underwriter Warrants” and, together with the Common Warrants and the Pre-Funded Warrants, the “Warrants”), which is 5.0% of the aggregate number of Shares and Shares issuable upon exercise of the Pre-Funded Warrants sold in the Unit Offering. The Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, commencing from six months after June 29, 2022 (the "Effective Date") and ending five years from the Effective Date, at a price per share equal to $0.23, which is the public offering price per unit.
Warrant [Member] | Maximum [Member]
Business Acquisition [Line Items]
Common stock offering percentage									9.99%
Warrant [Member] | Minimum [Member]
Business Acquisition [Line Items]
Common stock offering percentage									4.99%
Ample Organics [Member]
Business Acquisition [Line Items]
Exchangeable shares				18,094		18,094			18,094
Aggregate value of exchangeable shares				$ 138,419		$ 138,419			$ 138,419
Exchangeable shares issued				291,192		291,192			291,192
Viridian Sciences [Member]
Business Acquisition [Line Items]
Reduction of contingent consideration									$ 6
Stock Consideration in Cash									1
Cannabis [Member]
Business Acquisition [Line Items]
Cash												$ 5,000,000
Aggregate stock price												$ 8,000,000
Common stock issued in business combinations			$ 12,000,000
365 Cannabis [Member]
Business Acquisition [Line Items]
Cash				$ 527		$ 527			527
Common stock, shares issued												3,600,000
Value of shares issued for exchangeable shares									11,060
Reduction of purchase price									1,500,000
Receivables booked in other current assets				$ 400,000		$ 400,000			400,000
Reduction of working capital											$ 160,000
Shares held in escrow, value									$ 940,000
Shares held in escrow									279,762

Supplemental Balance Sheet Di_3

Supplemental Balance Sheet Disclosures (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Software and technology	$ 470,505	$ 687,740
Professional services, dues and subscriptions	505,282	546,126
Insurance	74,196	264,097
Deferred contract costs	293,618	260,899
Unbilled receivables	733,045	506,984
Other	78,800	117,918
Total prepaid expenses and other current assets	$ 2,155,446	$ 2,383,764

Supplemental Balance Sheet Di_4

Supplemental Balance Sheet Disclosures (Details 1) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Accounts payable	$ 3,793,079	$ 1,943,457
Professional fees	182,015	319,590
Sales taxes	572,567	360,361
Compensation	901,304	1,123,467
Contractors	551,388	1,288,730
Settlements and legal	920,736	681,045
Other	129,590	346,870
Total accounts payable and accrued liabilities	$ 7,050,679	$ 6,063,520

Fair Value (Details)

Fair Value (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value balance at beginning of period	$ 15,337,000	$ 7,705,000	$ 17,305,000	$ 13,398,000
Payments on Convertible Notes	(2,080,000)	(1,572,405)	(5,380,000)	(9,269,677)
Change in fair value reported in the statements of operations	294,000	16,405	1,727,000	2,007,677
Change in fair value reported in other comprehensive loss	163,000	3,000	(264,000)	16,000
Fair value balance at end of period	$ 13,388,000	$ 6,152,000	$ 13,388,000	$ 6,152,000

Fair Value (Details 1)

Fair Value (Details 1) - USD ($)		6 Months Ended	12 Months Ended
	Jun. 09, 2020	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maturity date	Oct. 05, 2021
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Face value principal payable		$ 14,620,000	$ 20,000,000
Original conversion price		$ 0.3105	$ 4.05
Value of Common Stock		$ 0.14	$ 1.75
Expected term (years)		2 years 3 months 18 days	2 years 9 months 18 days
Volatility		79%	75%
Market yield		43.40%	37.10%
Risk free rate		3%	1%
Issue date		Oct. 05, 2021	Oct. 05, 2021

Fair Value (Details 2)

Fair Value (Details 2) - Private Warrant [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value balance at beginning of period	$ 45,127	$ 487,372	$ 63,178	$ 311,376
Change in fair value reported in the statements of operations	(33,845)	133,125	(51,896)	(42,871)
Fair value balance at end of period	$ 11,282	$ 354,247	$ 11,282	$ 354,247

Fair Value (Details 3)

Fair Value (Details 3) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Original conversion price	$ 0.23
Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of Private Warrants	225,635	225,635
Original conversion price	$ 11.5	$ 11.5
Value of Common Stock	$ 0.14	$ 1.75
Expected term (years)	1 year 11 months 15 days	2 years 5 months 15 days
Volatility	107%	93.90%
Risk free rate	2.90%	0.80%

Fair Value (Details Textual)

Fair Value (Details Textual) $ / shares in Units, $ in Millions		6 Months Ended
	Jun. 09, 2020 USD ($)	Jun. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares	Oct. 05, 2021 USD ($)	Feb. 08, 2018 $ / shares shares
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Principal amount | $	$ 17			$ 20
Purchase price | $	$ 15			$ 18
Maturity date	Oct. 05, 2021
Exercise price (in dollars per share) | $ / shares		$ 0.23
Exchange ratio of converted warrants upon conversion		1
Common Stock [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of shares issued					189,365
Private Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Exercise price (in dollars per share) | $ / shares		$ 11.5	$ 11.5
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) | $ / shares					$ 10
Number of securities called by each warrant or right					1
Exercise price (in dollars per share) | $ / shares					$ 11.5
MTech [Member] | Public Warrant [Member] | IPO [Member] | Common Stock [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of securities called by each warrant or right					1
MTech [Member] | Public Warrant [Member] | IPO [Member] | Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of securities called by each warrant or right					1
MTech [Member] | Public Warrant [Member] | Over-Allotment Option [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Shares sold					750,000
MTech [Member] | Private Warrant [Member] | Private Placement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Shares sold					243,750
Purchase price per unit (in dollars per share) | $ / shares					$ 10
Number of securities called by each warrant or right					1
Exercise price (in dollars per share) | $ / shares					$ 11.5
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 ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Apr. 02, 2021	Nov. 23, 2020
Loss Contingencies [Line Items]
Termination fee	$ 500,000
TechMagic USA LLC [Member]
Loss Contingencies [Line Items]
Issued and outstanding shares percentage				5%
Loss contingency	$ 500,000	$ 0.2
TreCom Systems Group Inc [Member]
Loss Contingencies [Line Items]
Recovery amount			$ 2,000,000
Loss contingency		$ 0

Loss Per Share (Details)

Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Outstanding shares on fully diluted	53,642,667	9,645,604
Warrants [Member]
Outstanding shares on fully diluted	5,813,804	5,813,804
Unvested restricted stock units [Member]
Outstanding shares on fully diluted	445,646	998,104
Unvested restricted stock awards [Member]
Outstanding shares on fully diluted	6,679	32,394
Shares issuable upon exchange of Exchangeable Shares [Member]
Outstanding shares on fully diluted	291,192	1,039,373
Shares of common stock issuable upon conversion of Convertible Notes [Member]
Outstanding shares on fully diluted	47,085,346	1,761,929

Loss Per Share (Details Textual

Loss Per Share (Details Textual)	6 Months Ended
	Jun. 30, 2022 $ / shares
Earnings Per Share [Abstract]
Conversion Price per share, decrease	$ 0.3105
Conversion Price per share, increase	$ 4.05

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets, Net (Details Textual) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Weighting to the market approach, percentage	50%
Weighted to the income approach, percentage	50%
Impairment expense	$ 23.5
Ample Reporting Unit [Member]
Finite-Lived Intangible Assets [Line Items]
Weighting to the market approach, percentage	75%
Weighted to the income approach, percentage	25%

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Uncertain tax position	$ 0.1
Effective tax rate	0.44%	0.08%
Operating Loss Carryforwards, Limitations on Use	80%