Gryphon Digital Mining (GRYP) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
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	Q1
Document Fiscal Year Focus	2023
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		5,767,815
Document Quarterly Report	true
Document Transition Report	false
Trading Symbol	KERN
Document Period End Date	Mar. 31, 2023
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 ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 881,639	$ 877,755
Restricted cash	499,940	7,000,000
Accounts receivable, net	340,473	674,626
Prepaid expenses and other current assets	989,483	1,209,623
Assets held for sale		5,130,028
Total current assets	2,711,535	14,892,032
Fixed assets, net	40,443	48,879
Capitalized software, net	494,251	654,556
Intangible assets, net	2,041,667	2,164,722
Goodwill	1,708,303	1,708,303
Total assets	6,996,199	19,468,492
Current liabilities
Accounts payable, accrued expenses and other accrued liabilities	3,804,896	4,426,419
Contingent consideration payable		2,283,806
Current portion of deferred revenue	516,796	568,771
Current portion of long-term debt	6,885,543	13,200,000
Liabilities held for sale		2,246,222
Total current liabilities	11,207,235	22,725,218
Deferred revenue, noncurrent		161,802
Long-term debt, less current portion	1,576,457	1,407,000
Total liabilities	12,783,692	24,294,020
Commitments and contingencies (Note 8)
Stockholders’ deficit
Preferred stock, par value
Common stock, par value $0.0001; 150,000,000 shares authorized, 5,767,650 and 4,602,780 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	576	460
Additional paid-in capital	161,718,381	160,207,367
Accumulated other comprehensive income	353,529	347,100
Accumulated deficit	(170,040,474)	(167,565,846)
Total stockholders’ deficit	(5,787,493)	(4,825,528)
Total liabilities and stockholders’ deficit	6,996,199	19,468,492
Special Voting Preferred Stock
Stockholders’ deficit
Preferred stock, par value	$ 2,180,495	$ 2,185,391

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	1	1
Preferred stock, shares outstanding (in shares)	1	1
Preferred stock, liquidation preference (in dollars per share)	$ 1
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	5,767,650	4,602,780
Common stock, shares outstanding (in shares)	5,767,650	4,602,780
Special Voting Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1	1
Preferred stock, shares issued (in shares)	1	1
Preferred stock, shares outstanding (in shares)	1	1
Preferred stock, liquidation preference (in dollars per share)	$ 1	$ 1
Exchangeable Shares
Preferred stock, no par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares issued (in shares)	285,032	285,672
Preferred stock, shares outstanding (in shares)	285,032	285,672

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Total revenue	$ 2,602,689	$ 4,245,080
Cost of revenue	1,051,081	1,523,009
Gross profit	1,551,608	2,722,071
Operating expenses
Product development	845,478	1,715,747
Sales and marketing	781,491	2,051,133
General and administrative	1,561,901	1,922,331
Depreciation and amortization	291,796	1,481,444
Impairment of long-lived assets		15,447,101
Total operating expenses	3,480,666	22,617,756
Loss from operations	(1,929,058)	(19,895,685)
Other (expense) income
Interest (expense) income, net	(487,316)	(741)
Change in fair value of convertible notes	(155,457)	(1,433,000)
Change in fair value of derivative liability		18,051
Total other (expense) income	(642,773)	(1,415,690)
Net loss from continuing operations before income taxes	(2,571,831)	(21,311,375)
Income tax benefit on continuing operations		99,444
Net loss from continuing operations	(2,571,831)	(21,211,931)
Net gain (loss) from discontinued operations	97,203	(740,962)
Net loss	$ (2,474,628)	$ (21,952,893)
Basic and diluted weighted average common shares outstanding	5,354,366	1,580,289
Basic and diluted loss per common share from continuing operations	$ (0.48)	$ (13.42)
Basic and diluted earnings (loss) per common share from discontinued operations	0.02	(0.47)
Basic and diluted loss per common share	$ (0.46)	$ (13.89)
Software
Revenue
Total revenue	$ 2,596,762	$ 3,802,752
Consulting
Revenue
Total revenue		427,009
Other revenue
Revenue
Total revenue	$ 5,927	$ 15,319

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (2,474,628)	$ (21,952,893)
Other comprehensive (loss) income
Foreign currency translation	20,429	(33,800)
Unrealized (loss) gain on convertible notes	(14,000)	101,000
Comprehensive loss	$ (2,468,199)	$ (21,885,693)

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, 2021	$ 59,949,683	$ 2,366,038	$ 155	$ 146,030,203	$ 61,523	$ (88,508,236)
Balance, shares at Dec. 31, 2021		309,286	1,550,094
Conversion of exchangeable shares to common stock		$ (18,620)		18,620
Conversion of exchangeable shares to common stock, shares		(2,434)	122
Settlement of convertible notes	3,300,000		$ 17	3,299,983
Settlement of convertible notes, shares			169,843
Shares withheld for withholding taxes	(5,615)			(5,615)
Shares withheld for withholding taxes, shares			(222)
Shares returned in connection with acquisition	(940,000)		$ (1)	(939,999)
Shares returned in connection with acquisition, Shares			(13,988)
Stock-based compensation	316,855			316,855
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares			2,174
Liabilities with shares	45,066			45,066
Liabilities with shares, shares			732
Foreign currency translation adjustments	(33,800)				(33,800)
Unrealized gain (loss) 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	$ 171	148,765,113	128,723	(110,461,129)
Balance, shares at Mar. 31, 2022		306,852	1,708,755
Balance at Dec. 31, 2022	(4,825,528)	$ 2,185,391	$ 460	160,207,367	347,100	(167,565,846)
Balance, shares at Dec. 31, 2022		285,672	4,602,780
Conversion of exchangeable shares to common stock		$ (4,896)		4,896
Conversion of exchangeable shares to common stock, shares		(640)	32
Settlement of convertible notes	1,397,101		$ 116	1,396,985
Settlement of convertible notes, shares			1,164,251
Stock-based compensation	109,133			109,133
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares			587
Foreign currency translation adjustments	20,429				20,429
Unrealized gain (loss) on convertible notes	(14,000)				(14,000)
Net loss	(2,474,628)					(2,474,628)
Balance at Mar. 31, 2023	$ (5,787,493)	$ 2,180,495	$ 576	$ 161,718,381	$ 353,529	$ (170,040,474)
Balance, shares at Mar. 31, 2023		285,032	5,767,650

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (2,474,628)	$ (21,952,893)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of discontinued operations, net	212,601
Credit loss expense	62,524	174,794
Stock-based compensation expense	109,133	304,237
Impairment of long-lived assets		15,478,521
Amortization of deferred contract cost	24,014	113,251
Depreciation and amortization	316,303	1,993,391
Foreign currency (gain) loss	(26,920)	5,596
Change in fair value of convertible notes	155,457	1,433,000
Change in fair value of derivative liability		(18,051)
Changes in operating assets and liabilities:
Accounts receivable, net	(20,397)	(1,335,939)
Prepaid expenses and other current assets	195,229	178,869
Accounts payable, accrued expenses and other current liabilities	(409,119)	445,969
Deferred income tax liabilities		(110,107)
Deferred revenue	(256,630)	(296,032)
Net cash used in operating activities	(2,537,635)	(3,585,394)
Cash flows from investing activities
Developed software additions		(647,022)
Proceeds from sale of discontinued operations	600,000
Net cash provided by (used in) investing activities	600,000	(647,022)
Cash flows from financing activities
Value of shares withheld related to tax withholdings	(49)	(5,615)
Principal payments of convertible notes	(4,917,356)
Net cash used in financing activities	(4,917,405)	(5,615)
Effect of exchange rate changes on cash and restricted cash	53,364	(8,544)
Net change in cash and restricted cash	(6,801,676)	(4,246,575)
Cash and restricted cash of continuing operations - beginning of period	7,877,755	13,087,627
Cash and restricted cash of discontinued operations - beginning of period	305,500	1,354,899
Cash and restricted cash - beginning of period	8,183,255	14,442,526
Cash and restricted cash of continuing operations - end of period	1,381,579	9,498,205
Cash and restricted cash of discontinued operations - end of period		697,746
Cash and restricted cash - end of period	1,381,579	10,195,951
Cash paid for interest	787,187
Cash paid for income taxes, net of refunds received		5,210
Supplemental disclosures of non-cash investing and financing activities:
Settlement of convertible notes in common stock	1,397,101	3,300,000
Conversion of exchangeable shares to common stock	4,896	18,620
Settlement of other liabilities in common stock		45,065
Stock-based compensation capitalized as software development		12,618
Capitalized software additions included in accounts payable		1,114,108
Fixed asset additions included in accounts payable		24,614
Termination of contingent consideration obligation in connection with sale of discontinued operations	2,283,806
Shares of common stock returned in connection with acquisition		940,000
Acquisition-related working capital adjustment recorded in other current assets		400,000
Reduction to accrued expenses from an acquisition-related working capital settlement		$ 160,000

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2023
Description of Business
Description of Business	Note 1 – Description of Bu sines Akerna Corp., herein referred to as we, us, our, the Company or Akerna was formed upon completion of the mergers between MTech Acquisition Corp. (“MTech”) and MJ Freeway, LLC (“MJF”) on June 17, 2019 as contemplated by the Merger Agreement dated October 10, 2018, as amended (the “Mergers”). Akerna provides software as a service (“SaaS”) solutions within the cannabis industry that enable regulatory compliance and inventory management Ample Organics, Inc., or Ample, our commercial software platforms, MJ Platform®, Trellis®, Ample and Viridian to state-licensed businesses, and our regulatory software platform, Leaf Data Systems®, to state government regulatory agencies. solutions are considered non-enterprise offerings (“Non-Enterprise”) that meet the needs of our small and medium business (“SMB”) and government regulatory agency customers and our 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. Strategic Shift in Business Strategy During the fourth quarter of 2022, we committed to a number of significant actions described below that collectively represent a strategic shift in our business strategy for 2023 Exiting the Enterprise Software Business The development of our Enterprise software business, which began with the acquisitions of Viridian and The NAV People Inc. d.b.a. 365 Cannabis (“365 Cannabis”) in 2021, did not achieve a sustainable scale in a timely manner consistent with our original plans. Accordingly, we committed to an effort to market this business unit and on January 11, 2023, we completed the sale of 365 Cannabis to 365 Holdco - LLC (the “Buyers”) pursuant to a stock purchase agreement (the “365 SPA”) for (i) cash in the amount of $0.5 million and the (ii) the termination and release of our obligation to the Buyers for contingent consideration in connection with our original acquisition of 365 Cannabis from the Buyers in 2021 (the “Earn-out Obligation”). In accordance with the 365 SPA, we and the Buyers agreed that the value of the Earn-out Obligation was $2.3 million for purposes of the sale of 365 Cannabis and was reflected as Contingent consideration payable on our condensed consolidated balance sheets as of December 31, 2022. While we explored similar sale options for Viridian, we were unable to commit to any definitive transaction. Accordingly, we informed Viridian ’ s customers that we do not plan to continue software and support services beyond the date of existing contracts, all of which expire during the first half of 2023 . With the sale of 365 Cannabis and our commitment to wind down the operations of Viridian, we have effectively exited the Enterprise software business. Accordingly, we have suspended efforts to seek any new revenue generating opportunities and will only service the existing customers of Viridian in connection with our contractual commitments. Disposal of Non-Core SMB Software Products and Brands In addition to the our exit from the Enterprise software business, we initiated efforts to explore a sales process for the non-core components and brands of our SMB/Non-Enterprise business unit, including Trellis, a cultivation and compliance software platform, Solo, a seed-to-sale tagging and tracking software platform and Last Call Analytics (“LCA”), a retail analytics platform. On January 31, 2023, we completed the sale of LCA for cash in the amount of $ 0.1 Exit Strategy With the completion of the sales of 365 Cannabis and LCA and the commitment to effectively discontinue and wind down the operations and service associated with Viridian, Solo and Trellis, our remaining core SMB and governmental business unit is comprised of MJF and Ample. Concurrent with the actions described above, we entered into letters of intent with two unrelated parties in the fourth quarter of 2022 to (i) explore the sale of our remaining core SMB and governmental business unit and (ii) realize the potential value of our publicly-held holding company through a merger or similar transaction. Collectively, pursuit of these transactions reflects our intention to fully exit the industry. On January 27, 2023, we entered into a securities purchase agreement (“MJF-Ample SPA”) with POSaBIT Systems Corp (“POSaBIT”) to sell MJF and Ample for $4.0 million in cash. Subsequently, we received a superior offer from Alleaves Inc. (“ ”) s ’ As a result of the termination, Akerna owes POSaBIT a termination fee of $140,000 and payment of up to $60,000 in reasonable fees and expenses. On April 28, 2023, we entered into a securities purchase agreement (the “SPA”) with MJ Freeway Acquisition Co (“MJA”), a subsidiary of Alleaves. Upon the terms and subject to the satisfaction of the conditions described in the SPA, including approval of the transaction by Akerna’s stockholders, Akerna will sell MJF and Ample to MJA (the “Sale Transaction”) for a purchase price of $5.0 million, consisting of $4.0 million in cash at closing and a loan by MJA to Akerna in the principal amount of $1.0 million evidenced by a note and security documents (as described in detail below) with such note to be deemed paid in full upon closing. The purchase price is subject to adjustment at closing of the Sale Transaction attributable to variances from target working capital (as set forth in the SPA) and further adjustment post-closing upon delivery of a post-closing statement by MJA within 75 days after the closing subject to a $0.5 million cap on any post-closing working capital adjustments. The closing of the Sale Transaction is subject to customary closing conditions as well as the required approval of the stockholders of and the concurrent closing of the merger transaction, as described below. The obligation of MJA to close on the Sale Transaction is also subject to satisfaction of certain additional conditions regarding employee retention and contractual matters associated with MJF ’ ’ . Under the SPA, On January 27, 2023, we entered into an agreement and plan of merger (the “Merger Agreement”) with Gryphon Digital Mining, . (“Gryphon”) and Merger Co. (“ Merger”). Upon the terms and subject to the satisfaction of the conditions provided in the Merger Agreement, including the approval of the transaction by and Gryphon’s stockholders, Merger will be merged with and into Gryphon (the “Merger”), with Gryphon surviving the Merger as a wholly-owned subsidiary of . Following the closing of the Merger, the former Gryphon and immediately before the Merger are expected to own approximately 92.5 percent and 7.5 percent, respectively, of the outstanding capital stock on a fully diluted basis. Upon completion of the Merger, will change its name to Gryphon Digital Mining, . The closing of the Merger is subject to customary closing conditions including the required approval of the stockholders of and Gryphon, the approval of the Nasdaq “Nasdaq Market”) of the continued listing of Gryphon after the closing of the Merger and the simultaneous closing of the Sale Transaction, among others. We and Gryphon may terminate the Merger upon mutual consent and either party may terminate the Merger unilaterally under certain conditions. In the event either party terminates the Merger pursuant to certain conditions, we will be required to pay Gryphon a termination fee of $ 275,000 less any reimbursed expenses. The Merger is expected to be treated by Concurrent with the signing and in support of the Sale Transaction and the Merger, we and each of the holders of the 19.9 0.0001 1.20 4.75 2023 7 Secured Note and Ancillary Agreements On May 3, 2023, we received a loan in the amount of $1.0 million from MJA in connection with the Sale Transaction. Accordingly, we and MJA entered into a $1.0 million secured promissory note (the “MJA Note”). The MJA Note bears simple interest at the rate of ten percent (10%) per annum from the date of issuance until repayment of the MJA Note which will be due and payable on April 28, 2024, or, upon completion of the Sale Transaction, in which case the MJA Note shall be deemed paid in full. Akerna’s obligations under the MJA Note have been secured pursuant to a Security and Pledge Agreement (the “Security Agreement”). The Security Agreement creates a security interest in all of the personal property of Akerna and certain of its subsidiaries. In addition, certain subsidiaries of In connection to the MJA Note, the Security Agreement, and the Guaranty Agreement (collectively, “New Note Transaction Documents”) and solely to permit In connection to the New Note Transaction Documents, MJA, Financial Reporting and Classification As a result of the corporate actions described above, assets and liabilities of these entities are classified and reflected on our condensed consolidated balance sheets as “ ” “ ”

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Policies Going Concern and Management ’ In accordance with the Financial Accounting Standards Board’s (“FASB”) standard on going concern, Accounting Standard Update (“ASU”) No. 2014 15 Disclosure of Uncertainties about an Entity ’ 2014 15 one 2014 15 2014 15 The accompanying 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 . As of March 31, 2022, we had a working capital deficit of $ 8.5 $ 0.9 2022 Furthermore, in March 22 and March 23, 2023, respectively, we received two notices (the “Notices”) from The Nasdaq Stock Market LLC (the “Nasdaq”) indicating that (i) the bid price of the Company’s Common Stock is not currently in compliance with the requirement to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Notice”) and (ii) the Company’s stockholders’ equity is below the minimum listing standard requirement of $2.5 million (the “Stockholder Equity Notice”) 180 calendar days from the date of the Bid Price Notice, or until September 18, 2023, to regain compliance with the minimum closing bid requirement. Regarding the Stockholders Equity Notice , we were provided a 45 day period in which to submit a plan to regain compliance. On May 8, 2023, we submitted the required compliance plan to the listings staff of the Nasdaq which, if accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Stockholder Equity Notice, or September 19, 2023, to evidence compliance. We are currently waiting on a response from the Collectively, these factors raise substantial doubt regarding our ability to continue as a going concern for the twelve months from the date our consolidated financial statements have been issued. As described in Note 1 Sale Transaction and the Merger and obtaining sufficient funding, if necessary, on terms acceptable to us to fund continuing operations through the anticipated closing of the aforementioned transactions, if at all. Our ability to continue as a going concern is dependent upon our ability to successfully execute the aforementioned transactions. Despite the comprehensive scope of our collective plans, the inherent risks associated with their successful execution are not sufficient to overcome substantial doubt about our ability to continue as a going concern for one or we may determine to dissolve and liquidate our assets Senior Convertible Notes, 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 related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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. March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022, 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, 2022, which were included in our report on Form 10-K filed on March 20 2023 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, credit loss reserves, impairment assessments, loss contingencies, valuation allowance associated with deferred tax assets, stock based compensation expense, 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. Accounts Receivable, Net We maintain an allowance for credit losses equal to the estimated uncollectible amounts based on historical information, current conditions, and reasonable and supportable forecasts $0.3 million $0.4 million December 31, 2022, 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 three months ended March 31, 2023 two percent and 28 As of March 31, 2023, Warrants We evaluate warrants that we may issue from time to time under a two-step process provided in GAAP. The first step is intended to distinguish liabilities from equity. Warrants that could require cash settlement are generally classified as liabilities. For warrants that are considered outside of the scope of liability classification, a second step evaluates warrants as either a derivative subject to derivative accounting and disclosures or as equity instruments based upon the specific terms of the underlying warrant agreement and certain other factors associated with the our capital structure. Warrants that are indexed to the Company ’ Certain of the warrants sold by MTech in its initial public offering that were converted to Akerna warrants in connection with the Mergers (the “Private Warrants”) are not indexed to our common stock in the manner contemplated as described herein. As a result, the Private Warrants are precluded from equity classification and are recorded as derivative liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations. We will continue to adjust this derivative liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Private Warrants or (b) the redemption of the Private Warrants, at which time they will be reclassified to Additional paid-in capital. As of March 31, 2023, all of our other outstanding warrants, including certain other MTech warrants that were converted to Akerna warrants upon our formation (the “2019 Public Warrants”), are classified within stockholders’ equity. 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 : As of March 31, 2023 As of December 31, 2022 Long-lived assets: United States $ 40,442 $ 48,880 Canada 4,244,222 4,527,581 Total $ 4,284,664 $ 4,576,461 Adoption of Recent Accounting Pronouncements The FASB issued ASU No. - , Measurement of Credit Losses on Financial Instruments ( “ ASU - ” ) which introduced a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. ASU - requires an entity to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. We adopted ASU - , and subsequent amendments on January 1, 2023. The impact of the adoption of ASU - on our consolidated financial statements was not material. 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 (i) the termination of the MJF-Ample SPA with POSaBIT on April 5, 2023, (ii) the entry into the SPA with MJA and the receipt of $1.0 million on May 3, 2023 in connection with the MJA Note, each as disclosed in Note 1, no other subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto.

Revenue and Contracts with Cust

Revenue and Contracts with Customers	3 Months Ended
	Mar. 31, 2023
Revenue and Contracts with Customers
Revenue and Contracts with Customers	Note 3 – Revenue and Contracts with Customers Disagg We derive the majority of our revenue from subscription fees paid for access to and usage of our SaaS solutions for a specified period of time, typically one The following tables summarizes our revenue disaggregation by customer type and geographic region for the following periods: Three Months Ended March 31, 2023 2022 Government $ 679,569 $ 1,168,330 Non-government 1,923,120 3,076,750 $ 2,602,689 $ 4,245,080 Three Months Ended March 31, 2023 2022 United States $ 1,978,079 $ 3,328,636 Canada 624,610 916,444 $ 2,602,689 $ 4,245,080 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 ’ 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 March 31, 2023 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 $2.8 $2.4 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 three months ended March 31, 2023: As of 2022 Net additions Revenue recognized As of March 31, 2023 Deferred revenue $ 730,573 2,382,985 (2,596,762 ) $ 516,796 O f the $ 2.6 million of $0.4 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 The following table summarizes deferred contract cost activity for the three months ended March 31, 2023: As of 2022 Additions Amortized costs As of Deferred contract costs $ 36,465 2,820 (24,014) $ 15,271

Intangible Assets, net and Good

Intangible Assets, net and Goodwill	3 Months Ended
	Mar. 31, 2023
Intangible Assets, net and Goodwill
Intangible Assets, net and Goodwill	Note 4 – Goodwill Finite-lived Intangible Assets All of our finite-lived intangible assets, including capitalized software, as of March 31, 2023 and December 31, 2022 are attributable to Ample. We did not capitalize any software development costs during the three months ended March 31, 2023; however, we capitalized $ 1.5 We performed a two step impairment test for the asset groups that had indicators of impairment during the three months ended March 31, 2023 did not record any impairments during either of these periods. Goodwill Non-Enterprise Reporting Unit For the three months ended March 31, 2023 million of which $ million was attributable to Ample, $ million was attributable to Solo and $ million was attributable to Trellis. The remaining goodwill associated with Solo and Trellis was fully impaired in the second half of . Enterprise Reporting Unit For the three months ended March 31, 2023 and 2022 , no impairments to goodwill were recorded for our Enterprise business unit as there was no goodwill asset present as of March 31, 2023 and the fair value exceeded the carrying value as of March 31, 2022 March 31, 2022

Long Term Debt

Long Term Debt	3 Months Ended
	Mar. 31, 2023
Long-term Debt, Unclassified [Abstract]
Long Term Debt	Note 5 – Long Term Debt Long-term debt consisted of the following as of the dates presented: March 31, 2023 December 31, 2022 Fair value of debt 8,462,000 14,607,000 Less: Current portion (6,885,543 ) (13,200,000 ) Noncurrent portion $ 1,576,457 $ 1,407,000 Senior Convertible Notes In October 2021 , we entered into the 2021 SPA resulting in the issuance of the Senior Convertible Notes to two institutional investors in a private placement transaction. The Senior Convertible Notes were issued for an aggregate principal amount of $20.0 million for $18.0 million reflecting an original issue discount of 10 percent or $2.0 million. The net proceeds from the issuance of the Senior Convertible Notes were used to payoff and retire convertible notes that were issued in 2020 and fund acquisitions and continued investment in our technology infrastructure. The Senior Convertible Notes rank senior to all of our other and future indebtedness. The Senior Convertible Notes mature on October 4, 2024 and can be repaid in shares of Common Stock or cash. The Senior Convertible Notes are convertible into shares of Common Stock of Akerna at a conversion price of $4.75 per share effective October 4, 2022 which represents an adjustment, as required by the 2021 SPA, from $6.21 per share as a result of the offering of convertible preferred stock on that date. The Senior Convertible Notes are to be repaid in monthly installments. In connection with the 2021 SPA and the Senior Convertible Notes, we and certain of our subsidiaries entered into an amended Security and Pledge Agreement (the “Security and Pledge Agreement”) with the lead investor, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for all holders of the Senior Convertible Notes. The Security and Pledge Agreement creates a first priority security interest in all of the personal property of the Company and certain of its subsidiaries of every kind and description, tangible or intangible, whether currently owned and existing or created or acquired in the future (the “Collateral”). Upon the occurrence of an “Event of Default” under the Security and Pledge Agreement, the Collateral Agent will have certain rights under the Security and Pledge Agreement including taking control of the Collateral and, in certain circumstances, selling the Collateral to cover obligations owed to the holders of the Senior Convertible Notes pursuant to its terms. An “Event of Default” under the Security and Pledge Agreement means (i) any defined event of default under any one or more of the transaction documents (including the Senior Convertible Notes), in each instance, after giving effect to any notice, grace, or cure periods provided for in the applicable document, (ii) the failure by us to pay any amounts when due under the Senior Convertible Notes or any other transaction document, or (iii) the breach of any representation, warranty or covenant by the Company under the Security and Pledge Agreement. In connection with the occurrence of an event of default, the holders of the Senior Convertible Notes will be entitled to convert all or any portion of the Senior Convertible Notes at an alternate conversion price equal to the lower of (i) the conversion price then in effect, or (ii) 80% of the lower of (x) the volume-weighted average price (“VWAP”) of the Common Stock as of the trading day immediately preceding the applicable date of determination, or (y) the quotient of (A) the sum of the VWAP of Common Stock for each of the two trading days with the lowest VWAP of the Common Stock during the ten consecutive trading day period ending and including the trading day immediately prior to the applicable date of determination, divided by (B) two, but not less than $10.80 per share. In connection with the Exchange Agreements that were entered into in January 2023, the conversion price of the Senior Convertible Notes was lowered to $1.20 per share from $4.75 per share for a limited period. During the three months ended March 31, 2023, the holders of the Senior Convertible Notes converted a total of $1.4 million of principal for 1,164,251 shares of Common Stock at the lowered price of $1.20 per share. Method of Accounting and Activity During the Periods Upon the date that they were issued, we made an irrevocable election to apply the fair value option to account for the Senior Convertible Notes. Disclosures, including the assumptions used to determine the fair value of the Senior Convertible Notes, are provided in Note 10. During the three months ended March 31, 2023, we made $6.3 million in principal payments on the Senior Convertible Notes, of which $4.9 million was settled in cash and the remaining $1.4 million was settled in Common Stock. During the three months ended March 31, 2023, the fair value of the Senior Convertible Notes increased by $0.2 million. Of the adjustment, an increase of less than $0.1 million resulted from instrument-specific credit risk and was recognized as other comprehensive loss and accumulated in equity and an increase of $0.2 million was recognized in our consolidated statement of operations as a change in fair value of convertible notes. As of March 31, 2023, the fair value of the Senior Convertible Notes on our consolidated balance sheet was $8.5 million. During the three months ended March 31, 2022, we made $3.3 million in principal payments on the Senior Convertible Notes, all of which was settled in Common Stock. During the three months ended March 31, 2022, the fair value of the Senior Convertible Notes increased by $1.3 million. Of the adjustment, a decrease of $0.1 million resulted from instrument-specific credit risk and was recognized as other comprehensive income and accumulated in equity and an increase of $1.4 million was recognized in our consolidated statement of operations as a change in fair value of convertible notes.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 6 – Our effective tax rate was % and % 2022 , 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 was impacted by indefinite-lived deferred tax liabilities in the 2022 period, resulting primarily from the acquisition of Cannabis in 2021, which cannot be considered as a source of future taxable income available to utilize recorded deferred tax assets based on the Company ’ 80% limit on the utilization of net operating loss carry forwards under current U.S. tax law. While there were none in the 2023 period, we paid nominal amounts for income taxes , net of refunds received,

Supplemental Balance Sheet Disc

Supplemental Balance Sheet Disclosures	3 Months Ended
	Mar. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Supplemental Balance Sheet Disclosures	Note 7 – Prepaid expenses and other current assets consisted of the following as of the dates presented: March 31, December 31, 2023 2022 Software and technology $ 242,485 $ 168,792 Professional services, dues and subscriptions 41,379 183,614 Insurance 103,039 224,785 Deferred contract costs 15,271 36,465 Unbilled receivables 515,541 544,212 Other 71,768 51,755 Total prepaid expenses and other current assets $ 989,483 $ 1,209,623 Accounts payable, accrued expenses, and other accrued liabilities consisted of the following as of the dates presented March 31, December 31, 2023 2022 Accounts payable $ 1,760,864 $ 1,510,287 Professional fees 113,827 155,161 Sales taxes 145,433 219,285 Compensation 381,888 368,440 Contractors 524,610 562,993 Settlements and legal 833,768 950,213 Interest and other 44,506 660,040 Total accounts payable, accrued expenses and other accrued liabilities $ 3,804,896 $ 4,426,419

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 8 – Contingencies Litigation On January 13, 2023, Courier Plus Inc. d/b/a Dutchie ( “ ” ’s exclusive contract with the Commonwealth of Pennsylvania. We filed a preliminary objection alleging serious defects, such as jurisdiction, and we worked with the Commonwealth of Pennsylvania to ensure compliance with our contract. We intend to defend our position vigorously and, at this time, do not believe an estimate of potential loss, if any, is appropriate. On April 2, 2021, TreCom Systems Group, Inc. (“TreCom”) filed suit against Akerna and MJF in federal District Court for the Eastern District of Pennsylvania, seeking recovery of up to approximately $2.0 million for services allegedly provided pursuant to a Subcontractor Agreement between MJF and TreCom. MJF provided a notice of termination of the operative Subcontractor Agreement on August 4, 2020. MJF 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. With respect to the TreCom matter, we established a loss contingency $0.2 million in 2021 which remains outstanding as of March 31, 2023. As of March 31, 2023 through the date these consolidated financial statements were issued, there were Other In connection with the Sale Transaction and the Merger, we have a commitment to compensate our financial advisor for up to three percent of the transaction value in success fees, subject to a minimum of $1.5 million, should the transactions be completed. In addition, we are party to arrangements with our executive officers and certain other administrative employees pursuant to their employment, retention and transaction success agreements that may result in the receipt by such executive officers and employees of cash severance payments and other transaction success bonuses and benefits with a total value of approximately $1.4 million (collectively and not individually), but not including the accelerated vesting of any equity awards held by those officers. Operating Leases During the first half of 2022, we began negotiations to terminate the 365 Cannabis office lease in Las Vegas, Nevada. We established an obligation of $0.5 million

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Equity	Note 9 – Stockholders ’ Common and Preferred Stock We have one 150,000,000 shares are 0.0001 The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, all stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. Subject to the prior rights of our creditors and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution, or winding up of the Corporation, in the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative, preemptive rights, or subscription rights. We also have 5,000,000 0.0001 one (the “Special Voting Preferred Stock”) Special Voting Preferred Stock and Exchangeable Shares In connection with a prior transaction in which we acquired Ample in exchange for 3,294,574 shares of exchangeable shares (the “Exchangeable Shares”), we issued of a single share of our special voting preferred stock (the “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 that each Exchangeable Share is exchangeable on a 20-for-one basis The Exchangeable Shares do not have a par value. The Special Voting Preferred stock has a par value of $ 0.0001 $ 1.00 During the , certain Ample shareholders exchanged a total of 640 xchangeable Shares with a value of $ 4,896 for 32 shares of Akerna 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 , there were a total of 285,032 exchangeable shares remaining as issued and outstanding which could be exchanged for 14,252 shares of Akerna Common Stock. ATM Program In 2021, we entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) and A.G.P./Alliance Global Partners (“AGP”) pursuant to which we could offer and sell from time to time, up to $ 25 118,629 shares of Common Stock with an aggregate gross purchase price of $2.7 million, including 90,809 shares with an aggregate gross purchase price of $0.8 million sold during 2022, were sold under the 2021 ATM Program. On September 23, 2022, we, Oppenheimer and AGP mutually agreed to terminate the 2021 ATM Program. On September 28, 2022, we entered into a new agreement with AGP pursuant to which we may offer and sell up to $ 20.0 including working capital, marketing, product development and capital expenditures. Through December 31, 2022, we sold a total of 552,148 shares of Common Stock with an aggregate gross purchase price of $1.1 million under the 2022 ATM Program. There were no offerings of Common Stock under the 2022 ATM program during the three months ended March 31, 2023. 2022 Unit Offering On July 5, 2022, we completed the 2022 Unit Offering which was comprised of an aggregate of (i) 29,382,861 units consisting of 1,469,143 shares of Common Stock together with Common Stock warrants (the “Common Warrants”) to purchase up to 1,469,143 shares of Common Stock (together, the “Units”) and (ii) 14,095,400 pre-funded units, consisting of 14,095,400 pre-funded warrants (“Pre-funded Warrants”) to purchase 704,770 shares of Common Stock, together with Common Warrants to purchase up to 704,770 shares of Common Stock (together, the “Pre-funded Units”). 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. The Pre-Funded Warrants were exercised immediately thereafter at their nominal exercise price of $ 0.002 The Common Warrants accompanying each of the Units and Pre-funded Units were issued separately and are immediately tradeable separately upon issuance. 4.60 five In addition, we issued to the Underwriter warrants to purchase additional shares of Common Stock (the “Underwriter Warrants”). The Underwriter Warrants provided for the purchase of 108,696 shares of Common Stock . 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 $ 4.60 . In connection with a convertible redeemable preferred stock offering in October 2022, the exercise price of the Underwriter Warrants was reduced to $3.518 per share effective October 5, 2022 and further reduced to $0.88 per share effective January 27, 2023 as a result of the lowering of the conversion price for the Convertible Notes in connection with the Exchange Agreements As of March 31, 2023, a total of 45,652,174 warrants exercisable for 2,282,609 shares of Common Stock remain outstanding from the 2022 Unit Offering including 43,478,261 Common Warrants exercisable for 2,173,913 shares of Common Stock and 2,173,913 Underwriter Warrants exercisable for 108,696 shares of Common Stock. In accordance with our policy, we assessed the warrants issued in connection with the 2022 Unit Offering and determined that there are no instances outside of the Company ’ ’ 2019 Warrants In connection with MTech’s initial public offering, MTech sold units consisting 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. Concurrently with MTech’s initial public offering, MTech sold additional units on a private offering basis. Each of these units consisted of one share of MTech’s common stock and one warrant of MTech (“MTech Private Warrant”). Each MTech Private Warrant entitled the holder to purchase one Upon completion of the Mergers between MTech and MJF on June 17, 2019, the MTech Public Warrants and the MTech Private Warrants were converted to the 2019 Public Warrants and Private Warrants, respectively, at an exchange ratio of one-for-one ’ Concurrent with our 20-for-1 reverse stock split during the fourth quarter of 2022, the exchange ratio of the 2019 Public Warrants and the Private Warrants was changed to 20 warrants for one share of Common Stock. The Private Warrants have contingent exercise provisions such that when the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company. Accordingly, the requirements for accounting for the Private Warrants as equity are not satisfied and the Private Warrants have been reflected on our consolidated balance sheets as a derivative liability and are not included the summary of outstanding warrants presented below Outstanding Warrants The following table summarizes our warrants outstanding as of the dates presented: Exercise Price Expiration Date Balance as of December 31, 2022 Issued Exercised Expired Balance as of March 31, 2023 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Common Warrants (2) $ 4.60 6/29/2027 43,478,261 — — — 43,478,261 Underwriter Warrants (2) $ 4.60 6/29/2027 2,173,913 — — — 2,173,913 51,465,978 — — — 51,465,978 (1) The 2019 Public Warrants are exercisable for shares of Common Stock at $ 230.00 warrants for share of Common Stock. (2) The Common Warrants and Underwriter Warrants are exercisable for a combined amount of shares of Common Stock at $ per share or a ratio of warrants for share of Common Stock.

Fair Value

Fair Value	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value	Note 10 – Fair Value Fair Value Option Election – Convertible Notes We elected to account for the Senior Convertible Notes For the Senior Convertible Notes 3 months ended March 31, 2023 and March 31, 2022: Three Months Ended March 31, 2023 2022 Fair value balance at beginning of period $ 14,607,000 $ 17,305,000 Principal payments in cash and Common Stock (6,314,457 ) (3,300,000 ) Change in fair value reported in the statements of operations 155,457 1,433,000 Change in fair value reported in other comprehensive loss 14,000 (101,000 ) Fair value balance at end of period $ 8,462,000 $ 15,337,000 The estimated fair value of the Senior Convertible Notes was computed using Monte Carlo 3 We estimated the fair value by using the following key inputs to the Monte Carlo Simulation Models : Fair Value Assumptions - Convertible Notes March 31, 2023 December 31, 2022 Face value principal payable $ 8,348,270 $ 14,662,727 Original conversion price $ 4.75 $ 4.75 Value of Common Stock $ 0.80 $ 0.69 Expected term (years) 1.6 1.8 Volatility 99 % 77 % Market yield 43.0 % 44.3 to 43.9 % Risk free rate 4.2 % 4.4 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024 Fair Value Measurement – Private Warrants For the Private Warrants, which are classified as derivative liabilities on our condensed consolidated balance sheets and are measured at fair value categorized within Level 3 of the fair value hierarchy, the following represents a reconciliation of the fair values for the three months ended March 31, 2023 and March 31, 2022: Three Months Ended March 31, 2023 2022 Fair value balance at beginning of period $ — $ 63,178 Change in fair value reported in the statements of operations — (18,051 ) Fair value balance at end of period $ — $ 45,127 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 recognize changes to the derivative liability against earnings or loss each reporting period. Upon exercise of the Private Private Private Private We estimated the fair value by using the following key inputs: Fair Value Assumptions - Private March 31, 2023 December 31, 2022 Number of Private Warrants 225,635 225,635 Original conversion price $ 230.00 $ 230.00 Value of Common Stock $ 0.80 $ 0.69 Expected term (years) 1.21 1.46 Volatility NM % NM % Risk free rate NM % NM % Fair Value Measurement – 2022 Unit Offering Common and Underwriter Warrants The fair value of the Common warrants and Underwriter warrants issued in connection with our 2022 Unit Offering represent a measurement within Level 3 of the fair value hierarchy and were estimated based on the following key inputs as of the date of the 2022 Unit Offering: Fair Value Assumptions - 2022 Co mmon and Und July 5, 2022 Exercise price $ 4.60 Expected term (years) 5.0 Volatility 136.9 % We utilized a Black-Scholes-Merton option pricing model, which incorporates significant inputs, specifically the expected volatility, that are not observable in the market, and thus represents a Level 3

Earning per share

Earning per share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Loss Per Share	Note 11 – During the three months ended March 31, 2023 ’s Diluted net loss per common share is calculated under the -class method by giving effect to all potentially dilutive common stock equivalents, including warrants, restricted stock, 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 if-converted ) The dilutive effect of unvested restricted stock 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 for the periods presented: Three Months Ended 2023 2022 Shares issuable upon exchange of Exchangeable Shares 14,252 15,343 Shares of common stock issuable upon conversion of convertible notes 1,757,531 618,519 Warrants 2019 Public Warrants 290,690 290,690 2022 Unit Offering - Common Warrants 2,173,913 — 2022 Unit Offering - Underwriter Warrants 108,696 — Unvested restricted stock units 9,350 31,392 Unvested restricted stock awards — 334 Total 4,354,432 956,278

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2023
Discontinued Operations
Discontinued Operations	Note 12 – During the quarter ended December 31, 2022, we committed to a strategic shift in our business strategy for 2023 365 Subsequent to the sales of 365 The following table presents the major classes of assets and liabilities of the Discontinued Group: As of December 31, 2022 Cash and restricted cash $ 305,500 Accounts receivable, net 112,444 Prepaid expenses & other current assets 578,393 Fixed assets 63,764 Capitalized software, net 828,555 Intangible assets, net 3,241,372 Total assets held for sale $ 5,130,028 Accounts payable, accrued expenses and other current liabilities $ 1,034,426 Deferred revenue 994,713 Deferred revenue, noncurrent 217,083 Total liabilities held for sale $ 2,246,222 The following table summarizes the results of operations of the Discontinued Group: Three Months Ended March 31, 2023 2022 Revenue $ 214,346 $ 2,705,761 Cost of revenue 10,119 680,662 Gross profit 204,227 2,025,099 Product development 117,500 389,614 Sales and marketing 171,753 1,184,979 General and administrative 4,032 648,101 Depreciation and amortization 24,507 511,947 Impairment of long-lived assets — 31,420 Other expense (1,833 ) — Loss from discontinued operations before income taxes (115,398 ) ( ) Income tax benefit — — Loss from discontinued operations, net of tax (115,398 ) (740,962 ) Gain on sale of discontinued operations, net of tax 212,601 — Net gain (loss) from discontinued operations, net of tax $ 97,203 $ ( ) The impairment of long-lived assets for the three months ended March 31, 2022 is attributable to goodwill associated with LCA . We recognized a gain on the disposition of the Discontinued Group as the sum of the cash proceeds received, or $0.6 million, and the termination and release of the Earn-out Obligation, or $2.3 million, exceeded the carrying values of $2.7 million attributable to the net assets of the Discontinued Group upon their dispositions in January 2023. While there were none during the three months ended March 31, 2023, t he Discontinued Group incurred capital expenditures for capitalized software assets of $0.3 million for the three months ended March 31, 2022. There were no material non-cash investing and financing activities attributable to the Discontinued Group for the three months ended March 31, 2023 and 2022, respectively.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Going Concern and Management's Liquidity Plans	Going Concern and Management ’ In accordance with the Financial Accounting Standards Board’s (“FASB”) standard on going concern, Accounting Standard Update (“ASU”) No. 2014 15 Disclosure of Uncertainties about an Entity ’ 2014 15 one 2014 15 2014 15 The accompanying 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 . As of March 31, 2022, we had a working capital deficit of $ 8.5 $ 0.9 2022 Furthermore, in March 22 and March 23, 2023, respectively, we received two notices (the “Notices”) from The Nasdaq Stock Market LLC (the “Nasdaq”) indicating that (i) the bid price of the Company’s Common Stock is not currently in compliance with the requirement to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Notice”) and (ii) the Company’s stockholders’ equity is below the minimum listing standard requirement of $2.5 million (the “Stockholder Equity Notice”) 180 calendar days from the date of the Bid Price Notice, or until September 18, 2023, to regain compliance with the minimum closing bid requirement. Regarding the Stockholders Equity Notice , we were provided a 45 day period in which to submit a plan to regain compliance. On May 8, 2023, we submitted the required compliance plan to the listings staff of the Nasdaq which, if accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Stockholder Equity Notice, or September 19, 2023, to evidence compliance. We are currently waiting on a response from the Collectively, these factors raise substantial doubt regarding our ability to continue as a going concern for the twelve months from the date our consolidated financial statements have been issued. As described in Note 1 Sale Transaction and the Merger and obtaining sufficient funding, if necessary, on terms acceptable to us to fund continuing operations through the anticipated closing of the aforementioned transactions, if at all. Our ability to continue as a going concern is dependent upon our ability to successfully execute the aforementioned transactions. Despite the comprehensive scope of our collective plans, the inherent risks associated with their successful execution are not sufficient to overcome substantial doubt about our ability to continue as a going concern for one or we may determine to dissolve and liquidate our assets Senior Convertible Notes, 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 related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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. March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022, 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, 2022, which were included in our report on Form 10-K filed on March 20 2023
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, credit loss reserves, impairment assessments, loss contingencies, valuation allowance associated with deferred tax assets, stock based compensation expense, 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.
Accounts Receivable, Net	Accounts Receivable, Net We maintain an allowance for credit losses equal to the estimated uncollectible amounts based on historical information, current conditions, and reasonable and supportable forecasts $0.3 million $0.4 million December 31, 2022, 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 three months ended March 31, 2023 two percent and 28 As of March 31, 2023,
Warrants	Warrants We evaluate warrants that we may issue from time to time under a two-step process provided in GAAP. The first step is intended to distinguish liabilities from equity. Warrants that could require cash settlement are generally classified as liabilities. For warrants that are considered outside of the scope of liability classification, a second step evaluates warrants as either a derivative subject to derivative accounting and disclosures or as equity instruments based upon the specific terms of the underlying warrant agreement and certain other factors associated with the our capital structure. Warrants that are indexed to the Company ’ Certain of the warrants sold by MTech in its initial public offering that were converted to Akerna warrants in connection with the Mergers (the “Private Warrants”) are not indexed to our common stock in the manner contemplated as described herein. As a result, the Private Warrants are precluded from equity classification and are recorded as derivative liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations. We will continue to adjust this derivative liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Private Warrants or (b) the redemption of the Private Warrants, at which time they will be reclassified to Additional paid-in capital. As of March 31, 2023, all of our other outstanding warrants, including certain other MTech warrants that were converted to Akerna warrants upon our formation (the “2019 Public Warrants”), are classified within stockholders’ equity.
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 : As of March 31, 2023 As of December 31, 2022 Long-lived assets: United States $ 40,442 $ 48,880 Canada 4,244,222 4,527,581 Total $ 4,284,664 $ 4,576,461
Adoption of Recent Accounting Pronouncements	Adoption of Recent Accounting Pronouncements The FASB issued ASU No. - , Measurement of Credit Losses on Financial Instruments ( “ ASU - ” ) which introduced a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. ASU - requires an entity to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. We adopted ASU - , and subsequent amendments on January 1, 2023. The impact of the adoption of ASU - on our consolidated financial statements was not material.
Subsequent Events	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 (i) the termination of the MJF-Ample SPA with POSaBIT on April 5, 2023, (ii) the entry into the SPA with MJA and the receipt of $1.0 million on May 3, 2023 in connection with the MJA Note, each as disclosed in Note 1, no other subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of disaggregated by primary geographical markets and revenue	As of March 31, 2023 As of December 31, 2022 Long-lived assets: United States $ 40,442 $ 48,880 Canada 4,244,222 4,527,581 Total $ 4,284,664 $ 4,576,461

Revenue and Contracts with Cu_2

Revenue and Contracts with Customers (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue and Contracts with Customers
Summarizes revenue disaggregation	Three Months Ended March 31, 2023 2022 Government $ 679,569 $ 1,168,330 Non-government 1,923,120 3,076,750 $ 2,602,689 $ 4,245,080 Three Months Ended March 31, 2023 2022 United States $ 1,978,079 $ 3,328,636 Canada 624,610 916,444 $ 2,602,689 $ 4,245,080
Summarizes deferred revenue activity	As of 2022 Net additions Revenue recognized As of March 31, 2023 Deferred revenue $ 730,573 2,382,985 (2,596,762 ) $ 516,796
Summarizes deferred contract cost activity	As of 2022 Additions Amortized costs As of Deferred contract costs $ 36,465 2,820 (24,014) $ 15,271

Long Term Debt (Tables)

Long Term Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Instruments [Abstract]
Schedule of long-term debt	March 31, 2023 December 31, 2022 Fair value of debt 8,462,000 14,607,000 Less: Current portion (6,885,543 ) (13,200,000 ) Noncurrent portion $ 1,576,457 $ 1,407,000

Supplemental Balance Sheet Di_2

Supplemental Balance Sheet Disclosures (Tables)	3 Months Ended
	Mar. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Schedule of prepaid expenses and other current assets	March 31, December 31, 2023 2022 Software and technology $ 242,485 $ 168,792 Professional services, dues and subscriptions 41,379 183,614 Insurance 103,039 224,785 Deferred contract costs 15,271 36,465 Unbilled receivables 515,541 544,212 Other 71,768 51,755 Total prepaid expenses and other current assets $ 989,483 $ 1,209,623
Schedule of accounts payable, accrued expenses, and other current liabilities	March 31, December 31, 2023 2022 Accounts payable $ 1,760,864 $ 1,510,287 Professional fees 113,827 155,161 Sales taxes 145,433 219,285 Compensation 381,888 368,440 Contractors 524,610 562,993 Settlements and legal 833,768 950,213 Interest and other 44,506 660,040 Total accounts payable, accrued expenses and other accrued liabilities $ 3,804,896 $ 4,426,419

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Schedule of share based compensation stock warrant activity	Exercise Price Expiration Date Balance as of December 31, 2022 Issued Exercised Expired Balance as of March 31, 2023 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Common Warrants (2) $ 4.60 6/29/2027 43,478,261 — — — 43,478,261 Underwriter Warrants (2) $ 4.60 6/29/2027 2,173,913 — — — 2,173,913 51,465,978 — — — 51,465,978 (1) The 2019 Public Warrants are exercisable for shares of Common Stock at $ 230.00 warrants for share of Common Stock. (2) The Common Warrants and Underwriter Warrants are exercisable for a combined amount of shares of Common Stock at $ per share or a ratio of warrants for share of Common Stock.

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Mar. 31, 2023
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended March 31, 2023 2022 Fair value balance at beginning of period $ 14,607,000 $ 17,305,000 Principal payments in cash and Common Stock (6,314,457 ) (3,300,000 ) Change in fair value reported in the statements of operations 155,457 1,433,000 Change in fair value reported in other comprehensive loss 14,000 (101,000 ) Fair value balance at end of period $ 8,462,000 $ 15,337,000
Schedule of fair value by using key inputs	Fair Value Assumptions - Convertible Notes March 31, 2023 December 31, 2022 Face value principal payable $ 8,348,270 $ 14,662,727 Original conversion price $ 4.75 $ 4.75 Value of Common Stock $ 0.80 $ 0.69 Expected term (years) 1.6 1.8 Volatility 99 % 77 % Market yield 43.0 % 44.3 to 43.9 % Risk free rate 4.2 % 4.4 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024
Private Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of reconciliation of fair values	Three Months Ended March 31, 2023 2022 Fair value balance at beginning of period $ — $ 63,178 Change in fair value reported in the statements of operations — (18,051 ) Fair value balance at end of period $ — $ 45,127
Schedule of fair value by using key inputs	Fair Value Assumptions - Private March 31, 2023 December 31, 2022 Number of Private Warrants 225,635 225,635 Original conversion price $ 230.00 $ 230.00 Value of Common Stock $ 0.80 $ 0.69 Expected term (years) 1.21 1.46 Volatility NM % NM % Risk free rate NM % NM %
Common Warrants and Underwriter Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of fair value measurement unit offering common and underwriter warrants	Fair Value Assumptions - 2022 Co mmon and Und July 5, 2022 Exercise price $ 4.60 Expected term (years) 5.0 Volatility 136.9 %

Earning per Shares (Tables)

Earning per Shares (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of diluted earnings per share	Three Months Ended 2023 2022 Shares issuable upon exchange of Exchangeable Shares 14,252 15,343 Shares of common stock issuable upon conversion of convertible notes 1,757,531 618,519 Warrants 2019 Public Warrants 290,690 290,690 2022 Unit Offering - Common Warrants 2,173,913 — 2022 Unit Offering - Underwriter Warrants 108,696 — Unvested restricted stock units 9,350 31,392 Unvested restricted stock awards — 334 Total 4,354,432 956,278

Discontinued Operations (Table)

Discontinued Operations (Table)	3 Months Ended
	Mar. 31, 2023
Discontinued Operations
Schedule of assets and liabilities of the discontinued group	As of December 31, 2022 Cash and restricted cash $ 305,500 Accounts receivable, net 112,444 Prepaid expenses & other current assets 578,393 Fixed assets 63,764 Capitalized software, net 828,555 Intangible assets, net 3,241,372 Total assets held for sale $ 5,130,028 Accounts payable, accrued expenses and other current liabilities $ 1,034,426 Deferred revenue 994,713 Deferred revenue, noncurrent 217,083 Total liabilities held for sale $ 2,246,222
Schedule of operations of the Discontinued Group	Three Months Ended March 31, 2023 2022 Revenue $ 214,346 $ 2,705,761 Cost of revenue 10,119 680,662 Gross profit 204,227 2,025,099 Product development 117,500 389,614 Sales and marketing 171,753 1,184,979 General and administrative 4,032 648,101 Depreciation and amortization 24,507 511,947 Impairment of long-lived assets — 31,420 Other expense (1,833 ) — Loss from discontinued operations before income taxes (115,398 ) ( ) Income tax benefit — — Loss from discontinued operations, net of tax (115,398 ) (740,962 ) Gain on sale of discontinued operations, net of tax 212,601 — Net gain (loss) from discontinued operations, net of tax $ 97,203 $ ( )

Description of Business (Detail

Description of Business (Details Textual) - USD ($)	Apr. 28, 2023	Jan. 27, 2023	Jan. 11, 2023	May 03, 2023	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Period for post closing statement	75 days
Maximum Amount Of Post Closing Working Capital Adjustments	$ 500,000
Termination fee	290,000
Fees and expenses	60,000
Common stock, par value					$ 0.0001		$ 0.0001
Stock purchase agreement, description			(i) cash in the amount of $0.5 million and the (ii) the termination and release of our obligation to the Buyers for contingent consideration in connection with our original acquisition of 365 Cannabis from the Buyers in 2021 (the “Earn-out Obligation”). In accordance with the 365 SPA, we and the Buyers agreed that the value of the Earn-out Obligation was $2.3 million for purposes of the sale of 365 Cannabis and was reflected as Contingent consideration payable on our condensed consolidated balance sheets as of December 31, 2022.
Cash						$ 100,000
Gryphon Digital Mining, Inc. (“Gryphon”) [Member]
Debt Instrument [Line Items]
Ownership percentgae		92.50%
Akerna Merger Co. (“Akerna Merger”) [Member]
Debt Instrument [Line Items]
Ownership percentgae		7.50%
Akerna Canada Ample Exchange Inc [Member]
Debt Instrument [Line Items]
Purchase price	5,000,000
Purchase price value in cash	4,000,000
Purchase price value in loan	$ 1,000,000
Gryphon Digital Mining, Inc. (“Gryphon”) [Member]
Debt Instrument [Line Items]
Termination fee		$ 275,000
POSaBIT Systems Corporation (“POSaBIT”) [Member]
Debt Instrument [Line Items]
Purchase price		4,000,000
Termination fee		140,000
Fees and expenses		$ 60,000
Exchange Agreements [Member]
Debt Instrument [Line Items]
Percentage of Conversion of Stock Represent Outstanding Shares					19.90%
Common stock, par value					$ 0.0001
Minimum [Member]
Debt Instrument [Line Items]
Conversion price of debt instrument						$ 1.2
Maximum [Member]
Debt Instrument [Line Items]
Conversion price of debt instrument						$ 4.75
Secured Debt [Member]
Debt Instrument [Line Items]
Face value principal payable				$ 1,000,000
Debt instrument, interest rate, stated percentage				10%
Senior Convertible Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Conversion price of debt instrument					1.2
Senior Convertible Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Conversion price of debt instrument					$ 4.75

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Long-lived assets:
Long-Lived assets	$ 4,284,664	$ 4,576,461
United States
Long-lived assets:
Long-Lived assets	40,442	48,880
Canada
Long-lived assets:
Long-Lived assets	$ 4,244,222	$ 4,527,581

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Millions		3 Months Ended		12 Months Ended
	May 03, 2023 USD ($)	Mar. 31, 2023 USD ($) Customers $ / shares	Mar. 31, 2022 Customers	Dec. 31, 2022 USD ($) Customers
Product Information [Line Items]
Working capital deficit				$ 8.5
Compliance period		180 days
Unrestricted cash available to fund future operations				0.9
Minimum Bid Price Per Share | $ / shares		$ 1
Allowance for doubtful accounts		$ 0.3		$ 0.4
Number of Operating Segments		1
Minimum Stockholders Equity Required for Listing on Nasdaq Capital Market		$ 2.5
MJ Freeway Acquisition Co (“MJA”) [Member] | Securities Purchase Agreement | Subsequent Event [Member] | Secured Promissory Note (the “MJA Note”) [Member]
Product Information [Line Items]
Proceeds from MJA Note	$ 1
One Other Government Customer [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Number of Customer | Customers		2	2
One Government Client [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage		26%
Two Government Client [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage			28%
Two Government Client [Member] | Account Receivable [Member] | Revenue from Rights Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage		1%		33%
Number of Customer | Customers		2		2

Revenue and Contracts with Cu_3

Revenue and Contracts with Customers (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 2,602,689	$ 4,245,080
Government [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	679,569	1,168,330
Non-governments [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 1,923,120	$ 3,076,750

Revenue and Contracts with Cu_4

Revenue and Contracts with Customers (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 2,602,689	$ 4,245,080
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	1,978,079	3,328,636
Canada [Member]
Disaggregation of Revenue [Line Items]
Revenue disaggregation	$ 624,610	$ 916,444

Revenue and Contracts with Cu_5

Revenue and Contracts with Customers (Details 2)	3 Months Ended
	Mar. 31, 2023 USD ($)
Deferred revenue activity
Deferred revenue Beginning Balance	$ 730,573
Net additions	2,382,985
Revenue recognized	(2,596,762)
Deferred revenue Ending Balance	$ 516,796

Revenue and Contracts with Cu_6

Revenue and Contracts with Customers (Details 3)	3 Months Ended
	Mar. 31, 2023 USD ($)
Change in Contract with Customer, Liability [Abstract]
Deferred contract costs Beginning Balance	$ 36,465
Additions	2,820
Amortized costs	(24,014)
Deferred contract costs Ending Balance	$ 15,271

Revenue and Contracts with Cu_7

Revenue and Contracts with Customers (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Unsatisfied performance obligations	$ 2.8
Term of Contract Payment	30 days
Deferred revenue	$ 2.6	$ 0.4
Revenue expected to be recognized	$ 2.4
Maximum [Member]
Disaggregation of Revenue [Line Items]
Amortization period, deferred contract costs	3 years
Minimum [Member]
Disaggregation of Revenue [Line Items]
Amortization period, deferred contract costs	1 year
SaaS solutions [Member] | Subscription fees [Member] | Maximum [Member]
Disaggregation of Revenue [Line Items]
Revenue, performance obligation, period	3 years
SaaS solutions [Member] | Subscription fees [Member] | Minimum [Member]
Disaggregation of Revenue [Line Items]
Revenue, performance obligation, period	1 year

Intangible Assets, net and Go_2

Intangible Assets, net and Goodwill (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Capitalized software costs		$ 1,500,000
Impairment of goodwill		15,500,000
Goodwill asset	$ 1,708,303		$ 1,708,303
Trellis Solutions, Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill		1,200,000
Solo Sciences, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill		6,300,000
Non-Enterprise Reporting Unit [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill	0
Enterprise Reporting Unit [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill	0	0
Goodwill asset	$ 0
Ample Reporting Unit [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill		$ 8,000,000

Long Term Debt (Details)

Long Term Debt (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Long-Term Debt, by Current and Noncurrent [Abstract]
Fair value of debt	$ 8,462,000	$ 14,607,000	$ 15,337,000	$ 17,305,000
Less:Current portion	(6,885,543)	(13,200,000)
Noncurrent portion	$ 1,576,457	$ 1,407,000

Long Term Debt (Details Textual

Long Term Debt (Details Textual) $ / shares in Units, $ in Millions		3 Months Ended
	Oct. 05, 2021 USD ($)	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Jan. 31, 2023 USD ($) $ / shares	Oct. 04, 2022 $ / shares
Debt Instrument [Line Items]
Convertible notes on issuance amount		$ 1.4
Debt Instrument, Convertible, Number of Equity Instruments | shares		1,164,251
Cash				$ 0.1
Fair value of senior convertible notes		$ 8.5
Maximum [Member]
Debt Instrument [Line Items]
Conversion price | $ / shares				$ 4.75
Minimum [Member]
Debt Instrument [Line Items]
Conversion price | $ / shares				$ 1.2
Securities Purchase Agreement
Debt Instrument [Line Items]
Conversion price | $ / shares					$ 6.21
Senior Convertible Notes [Member]
Debt Instrument [Line Items]
Debt principal amount		$ 6.3
Conversion price | $ / shares					$ 4.75
Debt conversion, description		(i) the conversion price then in effect, or (ii) 80% of the lower of (x) the volume-weighted average price (“VWAP”) of the Common Stock as of the trading day immediately preceding the applicable date of determination, or (y) the quotient of (A) the sum of the VWAP of Common Stock for each of the two trading days with the lowest VWAP of the Common Stock during the ten consecutive trading day period ending and including the trading day immediately prior to the applicable date of determination, divided by (B) two, but not less than $10.80 per share.
Cash		$ 4.9
Proceeds from common stock		1.4
Fair value of senior convertible notes		0.2	$ 1.3
Increase in debt		0.1	0.1
Accumulated in equity and an increase		$ 0.2	1.4
Senior Convertible Notes [Member] | Securities Purchase Agreement
Debt Instrument [Line Items]
Debt Instrument, annual principal payment	$ 20
Debt principal amount	$ 18
Original issue discount percentage	10%
Original issue discount	$ 2
Maturity date	Oct. 04, 2024
2020 Notes [Member]
Debt Instrument [Line Items]
Debt principal amount			$ 3.3

Income Taxes (Details Textual)

Income Taxes (Details Textual)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	0%	0.45%
Operating Loss Carryforwards, Limitations on Use	80

Supplemental Balance Sheet Di_3

Supplemental Balance Sheet Disclosures (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Software and technology	$ 242,485	$ 168,792
Professional services, dues and subscriptions	41,379	183,614
Insurance	103,039	224,785
Deferred contract costs	15,271	36,465
Unbilled receivables	515,541	544,212
Other	71,768	51,755
Total prepaid expenses and other current assets	$ 989,483	$ 1,209,623

Supplemental Balance Sheet Di_4

Supplemental Balance Sheet Disclosures (Details 1) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Accounts payable	$ 1,760,864	$ 1,510,287
Professional fees	113,827	155,161
Sales taxes	145,433	219,285
Compensation	381,888	368,440
Contractors	524,610	562,993
Settlements and legal	833,768	950,213
Interest and other	44,506	660,040
Total accounts payable, accrued expenses and other accrued liabilities	$ 3,804,896	$ 4,426,419

Commitments and Contingencies (

Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2021	Apr. 02, 2021
Short-Term Debt [Line Items]
Termination fee	$ 0.5
Legal proceedings	no
Sale Transaction and Merger [Member]
Short-Term Debt [Line Items]
Financial advisor success fees	$ 1.5
Other Commitment	$ 1.4
TreCom Systems Group Inc [Member]
Short-Term Debt [Line Items]
Recovery amount			$ 2
Loss contingency		$ 0.2

Stockholders' Deficit (Details

Stockholders' Deficit (Details Textual)

2 Months Ended

3 Months Ended

12 Months Ended

Sep. 28, 2022 USD ($)

Sep. 23, 2022 USD ($) shares

Jul. 05, 2022 $ / shares shares

Oct. 23, 2022 USD ($) shares

Mar. 31, 2023 USD ($) Number $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Dec. 31, 2021 USD ($)

Jan. 27, 2023 $ / shares

Oct. 05, 2022 $ / shares

Dec. 31, 2019 $ / shares shares

Stockholders' Equity Note [Abstract]

Common stock, shares authorized

150,000,000

150,000,000

Common Stock, Par or Stated Value Per Share | $ / shares

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

5,000,000

5,000,000

Preferred stock, shares issued

1

1

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 0.0001

$ 0.0001

Common stock voting rights

one

Exchangeable shares

640

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 1

Exchangable shares, issued

32

Exchangeable shares, outstanding

285,032

Sale of common stock

2,282,609

Purchase price per unit (in dollars per share) | $ / shares

$ 3.518

Shares sold

552,148

Exercise price | $ / shares

$ 4.6

$ 0.88

Description of unit offering

(i) 29,382,861 units consisting of 1,469,143 shares of Common Stock together with Common Stock warrants (the “Common Warrants”) to purchase up to 1,469,143 shares of Common Stock (together, the “Units”) and (ii) 14,095,400 pre-funded units, consisting of 14,095,400 pre-funded warrants (“Pre-funded Warrants”) to purchase 704,770 shares of Common Stock, together with Common Warrants to purchase up to 704,770 shares of Common Stock (together, the “Pre-funded Units”). 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.

Warrants outstanding

45,652,174

Common warrants shares

43,478,261

Aggregate value of exchangeable shares | $

$ 4,896

Outstanding exchanged for shares

14,252

Gross purchase price | $

$ 1,100,000

Issued

Class of warrant or right expense or revenue recognized

In connection with MTech’s initial public offering, MTech sold units consisting 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. Concurrently with MTech’s initial public offering, MTech sold additional units on a private offering basis. Each of these units consisted of one share of MTech’s common stock and one warrant of MTech (“MTech Private Warrant”).

Convertible Redeemable Preferred Stock [Member]

Stockholders' Equity Note [Abstract]

Exchangeable shares

3,294,574

Special Voting Preferred Stock

Stockholders' Equity Note [Abstract]

Preferred stock, shares authorized

1

1

Preferred stock, shares issued

1

1

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 0.0001

$ 0.0001

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 1

1

Special voting preferred stock, description

one

Preferred Stock Conversion Ratio

20-for-one

A T M Program [Member]

Stockholders' Equity Note [Abstract]

Sale of common stock

90,809

Aggregate purchase price | $

$ 20,000,000

$ 800,000

$ 25,000,000

Sale of stock, description

(the “2022 ATM Program”) from time to time through AGP as the sales agent for which they will receive a commission of 3.0% of the gross proceeds. The 2022 ATM Program is currently limited to $3.5 million due to certain restrictions imposed by the registration statement underlying the offering (the “Baby Shelf Limitation”). Under the Baby Shelf Limitation, we may not offer Common Stock under the registration statement with a value of more than one-third of the aggregate market value of our Common Stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our Common Stock held by non-affiliates is less than $75.0 million.

Public Warrant [Member]

Stockholders' Equity Note [Abstract]

Exchangeable shares

290,690

Private Warrant [Member]

Stockholders' Equity Note [Abstract]

Exercise price | $ / shares

$ 230

$ 230

Pre Funded Warrants [Member]

Stockholders' Equity Note [Abstract]

Exercise price | $ / shares

$ 0.002

Underwriter Warrants [Member]

Stockholders' Equity Note [Abstract]

Exchangeable shares

108,696

Exercise price | $ / shares

$ 4.6

$ 4.6

[1]

$ 0.88

Effective date

Jun. 29, 2022

Issued

[1]

Underwriter Warrants [Member] | IPO [Member]

Stockholders' Equity Note [Abstract]

Exercise price | $ / shares

$ 3.518

Underwriter Warrants [Member] | Minimum [Member]

Stockholders' Equity Note [Abstract]

Underwriter warrants to purchase

108,696

Common Warrant [Member]

Stockholders' Equity Note [Abstract]

Sale of common stock

2,282,609

Exercise price | $ / shares

[1]

$ 4.6

Common warrants shares

2,173,913

Issued

[1]

Warrant [Member]

Stockholders' Equity Note [Abstract]

Warrants outstanding

20

20

Common Stock [Member]

Stockholders' Equity Note [Abstract]

Number of classes of stock | Number

1

Underwriter warrants to purchase

2,173,913

Common warrants shares

1

1

Common stock per share | $ / shares

$ 230

Common Stock [Member] | A T M Program [Member]

Stockholders' Equity Note [Abstract]

Sale of common stock

118,629

Aggregate purchase price | $

$ 2,700,000

Common Stock [Member] | Common Warrant [Member]

Stockholders' Equity Note [Abstract]

Exercise price | $ / shares

$ 0.88

[1]The Common Warrants and Underwriter Warrants are exercisable for a combined amount of 2,282,609 shares of Common Stock at $4.60 per share or a ratio of 20 warrants for one share of Common Stock.

Stockholders' Deficit (Detail_2

Stockholders' Deficit (Details 1) - $ / shares		3 Months Ended
		Mar. 31, 2023		Jan. 27, 2023	Dec. 31, 2022	Jul. 05, 2022
Class of Warrant or Right [Line Items]
Beginning balance, outstanding		51,465,978			51,465,978
Exercise price				$ 0.88		$ 4.6
Issued
Warrants exercised in Period, Weighted Average Grant Date Fair Value
Warrants forfeited in Period, Weighted Average Grant Date Fair Value
Two Thousand Nineteen Public Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance, outstanding	[1]	5,813,804			5,813,804
Exercise price	[1]	$ 230
Expiration Date	[1]	Jun. 19, 2024
Issued	[1]
Warrants exercised in Period, Weighted Average Grant Date Fair Value	[1]
Warrants forfeited in Period, Weighted Average Grant Date Fair Value	[1]
Common Warrant [Member]
Class of Warrant or Right [Line Items]
Beginning balance, outstanding	[2]	43,478,261			43,478,261
Exercise price	[2]	$ 4.6
Expiration Date	[2]	Jun. 29, 2027
Issued	[2]
Warrants exercised in Period, Weighted Average Grant Date Fair Value	[2]
Warrants forfeited in Period, Weighted Average Grant Date Fair Value	[2]
Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance, outstanding	[2]	2,173,913			2,173,913
Exercise price		$ 4.6	[2]	$ 0.88		$ 4.6
Expiration Date	[2]	Jun. 29, 2027
Issued	[2]
Warrants exercised in Period, Weighted Average Grant Date Fair Value	[2]
Warrants forfeited in Period, Weighted Average Grant Date Fair Value	[2]
[1]The 2019 Public Warrants are exercisable for 290,690 shares of Common Stock at $230.00 per share or a ratio of 20 warrants for one share of Common Stock.[2]The Common Warrants and Underwriter Warrants are exercisable for a combined amount of 2,282,609 shares of Common Stock at $4.60 per share or a ratio of 20 warrants for one share of Common Stock.

Fair Value (Details)

Fair Value (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value balance at beginning of period	$ 14,607,000	$ 17,305,000
Principal payments in cash and Common Stock	(6,314,457)	(3,300,000)
Change in fair value reported in the statements of operations	155,457	1,433,000
Change in fair value reported in other comprehensive loss	14,000	(101,000)
Fair value balance at end of period	$ 8,462,000	$ 15,337,000

Fair Value (Details 1)

Fair Value (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jan. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Volatility
Risk free rate
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings			$ 4.75
Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings			$ 1.2
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Face value principal payable	$ 8,348,270	$ 14,662,727
Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings	$ 4.75	$ 4.75
Value of Common Stock on measurement date	$ 0.8	$ 0.69
Expected term (years)	1 year 7 months 6 days	1 year 9 months 18 days
Volatility	99%	77%
Market yield (range)	43%
Risk free rate	4.20%	4.40%
Issue date	Oct. 05, 2021	Oct. 05, 2021
Maturity date	Oct. 05, 2024	Oct. 05, 2024
Convertible Debt [Member] | Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Market yield (range)		44.30%
Convertible Debt [Member] | Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Market yield (range)		43.90%

Fair Value (Details 2)

Fair Value (Details 2) - Private Warrant [Member] - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value balance at beginning of period		$ 63,178
Change in fair value reported in the statements of operations		(18,051)
Fair value balance at end of period		$ 45,127

Fair Value (Details 3)

Fair Value (Details 3) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jan. 27, 2023	Jul. 05, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning balance, outstanding	51,465,978	51,465,978
Original conversion price			$ 0.88	$ 4.6
Volatility
Risk free rate
Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning balance, outstanding	225,635	225,635
Original conversion price	$ 230	$ 230
Value of Common Stock on measurement date	$ 0.8	$ 0.69
Expected term (years)	1 year 2 months 15 days	1 year 5 months 15 days
Volatility
Risk free rate

Fair Value (Details 4)

Fair Value (Details 4) - Level 3 [Member]	Jul. 05, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Exercise price	$ 4.6
Expected term (years)	5 years
Volatility	136.90%

Earning per Share (Details)

Earning per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	4,354,432	956,278
Public Warrants [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	290,690	290,690
Common Warrants [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	2,173,913
Underwriter Warrants [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	108,696
Unvested restricted stock units [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	9,350	31,392
Unvested restricted stock awards [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted		334
Shares issuable upon exchange of Exchangeable Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	14,252	15,343
Shares of common stock issuable upon conversion of convertible notes [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Outstanding shares on fully diluted	1,757,531	618,519

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	Jan. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total assets held for sale	$ 2,700,000
365 Cannabis [Member] | Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and restricted cash		$ 305,500
Accounts receivable, net		112,444
Prepaid expenses & other current assets		578,393
Fixed assets		63,764
Capitalized software, net		828,555
Intangible assets, net		3,241,372
Total assets held for sale		5,130,028
Accounts payable, accrued expenses and other current liabilities		1,034,426
Deferred revenue		994,713
Deferred revenue, noncurrent		217,083
Total liabilities held for sale		$ 2,246,222

Discontinued Operations (Deta_2

Discontinued Operations (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Discontinued Operations
Revenue	$ 214,346	$ 2,705,761
Cost of revenue	10,119	680,662
Gross profit	204,227	2,025,099
Product development	117,500	389,614
Sales and marketing	171,753	1,184,979
Disposal Group, Including Discontinued Operation, General and Administrative Expense	4,032	648,101
Depreciation and amortization	24,507	511,947
Impairment of long-lived assets		31,420
Other expense	(1,833)
Loss from discontinued operations before income taxes	(115,398)	(740,962)
Income tax benefit
Loss from discontinued operations, net of tax	(115,398)	(740,962)
Gain on sale of discontinued operations, net of tax	212,601
Net gain (loss) from discontinued operations, net of tax	$ 97,203	$ (740,962)

Discontinued Operations (Deta_3

Discontinued Operations (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Proceeds from sale of discontinued operations	$ 600,000	$ 600,000
Termination of contingent consideration obligation in connection with sale of discontinued operations	2,300,000	2,283,806
Total assets held for sale	$ 2,700,000
Capitalized software, net		$ 494,251		$ 654,556
LCA [Member]
Business Acquisition [Line Items]
Capitalized software, net			$ 300,000

Significant Transactions (Detai

Significant Transactions (Details Textual)	Mar. 31, 2023 shares
Business Acquisition [Line Items]
Exchangeable shares	640
Underwriter Warrants [Member]
Business Acquisition [Line Items]
Exchangeable shares	108,696