Gryphon Digital Mining (GRYP) S-4/A 28 Dec 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	AKERNA CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 5
Entity Central Index Key	0001755953
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 209,577	$ 877,755	$ 12,579,366
Restricted cash		7,000,000	508,261
Accounts receivable, net	252,951	674,626	873,688
Prepaid expenses and other current assets	780,618	1,209,623	2,125,722
Assets held for sale		5,130,028	2,143,027
Total current assets	1,243,146	14,892,032	18,230,064
Fixed assets, net	27,425	48,879	66,028
Investment, net			226,101
Capitalized software, net	213,766	654,556	6,940,653
Intangible assets, net	1,880,000	2,164,722	6,553,683
Goodwill	816,200	1,708,303	32,844,297
Noncurrent assets held for sale			29,622,341
Total assets	4,180,537	19,468,492	94,483,167
Current liabilities
Accounts payable, accrued expenses and other accrued liabilities	4,326,727	4,426,419	5,385,773
Contingent consideration payable		2,283,806	6,300,000
Current portion of deferred revenue	469,874	568,771	871,800
Current portion of long-term debt	7,733,271	13,200,000	13,200,000
Derivative liability			63,178
Liabilities held for sale		2,246,222	3,349,766
Total current liabilities	12,529,872	22,725,218	29,170,517
Deferred revenue, noncurrent		161,802	245,903
Long-term debt, less current portion	849,729	1,407,000	4,105,000
Deferred income tax liabilities			675,291
Noncurrent liabilities held for sale			336,773
Total liabilities	13,379,601	24,294,020	34,533,484
Commitments and contingencies (Note 8)
Stockholders’ equity (deficit)
Preferred stock, Value
Common stock, Value	1,000	460	155
Additional paid-in capital	164,314,084	160,207,367	146,030,203
Accumulated other comprehensive income	295,274	347,100	61,523
Accumulated deficit	(175,717,363)	(167,565,846)	(88,508,236)
Total stockholders’ deficit	(9,199,064)	(4,825,528)	59,949,683
Total liabilities and stockholders’ deficit	4,180,537	19,468,492	94,483,167
Special Voting Preferred Stock
Stockholders’ equity (deficit)
Preferred stock, Value	$ 1,907,941	$ 2,185,391	$ 2,366,038

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000	5,000,000
Preferred stock, shares issued	1	1	1
Preferred stock, shares outstanding	1	1	1
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000	150,000,000
Common stock, shares issued	10,002,018	4,602,780	1,550,094
Common stock, shares outstanding	10,002,018	4,602,780	1,550,094
Special Voting Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1	1	1
Preferred stock, shares issued	1	1	1
Preferred stock, shares outstanding	1	1	1
Preferred stock, liquidation preference, value (in Dollars per share)	$ 1	$ 1	$ 1
Exchangeable Shares
Preferred stock, par value (in Dollars per share)
Preferred stock, shares issued	249,504	285,672	309,286
Preferred stock, shares outstanding	249,504	285,672	309,286

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 2,082,553	$ 3,064,379	$ 6,973,109	$ 10,799,135	$ 13,645,030	$ 17,627,097
Cost of revenue	974,711	1,476,787	2,988,688	4,175,056	5,412,388	7,433,884
Gross profit	1,107,842	1,587,592	3,984,421	6,624,079	8,232,642	10,193,213
Operating expenses
Product development	649,070	959,186	2,153,834	3,950,305	4,690,967	5,892,022
Sales and marketing	566,147	954,759	1,977,996	4,984,983	6,053,172	7,708,265
General and administrative	1,401,101	1,830,663	4,458,949	6,409,564	8,344,613	10,173,630
Depreciation and amortization	176,715	1,551,480	746,966	4,475,485	5,622,274	5,174,551
Impairment of long-lived assets	892,103		892,103	30,562,944	38,967,295	14,354,114
Total operating expenses	3,685,136	5,296,088	10,249,849	50,383,281	63,678,321	43,302,582
Loss from operations	(2,577,294)	(3,708,496)	(6,265,427)	(43,759,202)	(55,445,679)	(33,109,369)
Other (expense) income
Interest expense, net					(853,716)	(1,530,703)
Interest (expense) income, net	(202,644)	(395,422)	(917,015)	(609,150)
Change in fair value of convertible notes	185,000	(1,113,000)	(863,457)	(2,840,000)	(2,884,273)	(1,365,904)
Change in fair value of derivative liability		2,256		54,153	63,178	248,198
Other expense, net			9,781
Gain on forgiveness of PPP Loan						2,234,730
Other (expense) income					(221,101)	186,420
Total other (expense) income	(17,644)	(1,506,166)	(1,770,691)	(3,394,997)	(3,895,912)	(227,259)
Net loss from continuing operations before income taxes	(2,594,938)	(5,214,662)	(8,036,118)	(47,154,199)	(59,341,591)	(33,336,628)
Income tax benefit on continuing operations		40,666		268,152	716,155	2,263,725
Equity in losses of investee						(7,564)
Net loss from continuing operations	(2,594,938)	(5,173,996)	(8,036,118)	(46,886,047)	(58,625,436)	(31,080,467)
Net gain (loss) from discontinued operations		2,869,908	(115,398)	(6,936,881)
Loss from discontinued operations, net of tax					(20,432,174)	(248,244)
Net loss	$ (2,594,938)	$ (2,304,088)	$ (8,151,516)	$ (53,822,928)	(79,057,610)	(31,328,711)
Deemed dividends related to convertible redeemable preferred stock					(955,500)
Net loss attributable to common stockholders					$ (80,013,110)	$ (31,328,711)
Basic weighted average common shares outstanding (in Shares)	8,195,393	3,883,847	6,486,669	2,421,262	2,927,853	1,282,098
Basic loss per common share from continuing operations (in Dollars per share)	$ (0.32)	$ (1.33)	$ (1.24)	$ (19.36)	$ (20.35)	$ (24.24)
Basic earnings (loss) per common share from discontinued operations (in Dollars per share)		0.74	(0.02)	(2.87)	(6.98)	(0.19)
Basic loss per common share (in Dollars per share)	$ (0.32)	$ (0.59)	$ (1.26)	$ (22.23)	$ (27.33)	$ (24.44)
Software
Revenue
Total revenue	$ 2,069,845	$ 2,980,926	$ 6,909,399	$ 10,150,011	$ 12,920,647	$ 15,984,376
Consulting
Revenue
Total revenue	6,200	76,500	46,000	618,809	682,309	1,510,413
Other revenue
Revenue
Total revenue	$ 6,508	$ 6,953	$ 17,710	$ 30,315	$ 42,074	$ 132,308

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Diluted weighted average common shares outstanding (in Shares) (in Shares)	8,195,393	3,883,847	6,486,669	2,421,262	2,927,853	1,282,098
Diluted loss per common share from continuing operations (in Dollars per share)	$ (0.32)	$ (1.33)	$ (1.24)	$ (19.36)	$ (20.35)	$ (24.24)
Diluted earnings (loss) per common share from discontinued operations (in Dollars per share)		0.74	(0.02)	(2.87)	(6.98)	(0.19)
Diluted loss per common share (in Dollars per share)	$ (0.32)	$ (0.59)	$ (1.26)	$ (22.23)	$ (27.33)	$ (24.44)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (2,594,938)	$ (2,304,088)	$ (8,151,516)	$ (53,822,928)	$ (79,057,610)	$ (31,328,711)
Other comprehensive (loss) income:
Foreign currency translation	(38,829)	27,676	(9,826)	4,505	40,577	53,020
Unrealized (loss) gain on convertible notes	(3,000)	26,000	(42,000)	290,000	245,000	100,000
Comprehensive loss	$ (2,636,767)	$ (2,250,412)	$ (8,203,342)	$ (53,528,423)	$ (78,772,033)	$ (31,175,691)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) - USD ($)	Series A Convertible Redeemable Preferred Stock	Series B Convertible Redeemable Preferred Stock	Special Voting Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance at beginning at Dec. 31, 2020			$ 20,405,219	$ 100	$ 94,088,323	$ (91,497)	$ (57,179,525)	$ 57,222,620
Balance at beginning (in Shares) at Dec. 31, 2020			2,667,349	995,062
Conversion of exchangeable shares to common stock			$ (18,039,181)	$ 12	18,039,169
Conversion of exchangeable shares to common stock (in Shares)			(2,358,063)	117,903
Settlement of convertible notes				$ 15	11,610,571			11,610,586
Settlement of convertible notes (in Shares)				154,706
Shares withheld for withholding taxes				$ (1)	(520,394)			(520,395)
Shares withheld for withholding taxes (in Shares)				(6,089)
Shares issued in connection with Viridian acquisition				$ 5	6,187,995			6,188,000
Shares issued in connection with Viridian acquisition (in Shares)				51,550
Shares issued in connection with asset purchase					300,000			300,000
Shares issued in connection with asset purchase (in Shares)				4,167
Shares issued (returned) in connection with 365 Cannabis acquisition				$ 18	11,996,043			11,996,061
Shares issued (returned) in connection with 365 Cannabis acquisition (in Shares)				178,572
Stock-based compensation					2,070,358			2,070,358
Shares issued in connection with the ATM offering program				$ 3	1,828,116			1,828,119
Shares issued in connection with the ATM offering program (in Shares)				27,819
Liabilities with shares				$ 1	430,024			430,025
Liabilities with shares (in Shares)				5,085
Restricted stock vesting				$ 2	(2)
Restricted stock vesting (in Shares)				21,386
Forfeitures of restricted shares
Forfeitures of restricted shares (in Shares)				(67)
Foreign currency translation adjustments						53,020		53,020
Unrealized gain (loss) on convertible notes						100,000		100,000
Net loss							(31,328,711)	(31,328,711)
Balance at ending at Dec. 31, 2021			$ 2,366,038	$ 155	146,030,203	61,523	(88,508,236)	59,949,683
Balance at ending (in 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 (in Shares)			(2,434)	122
Settlement of convertible notes				$ 17	3,299,983			3,300,000
Settlement of convertible notes (in Shares)				169,843
Shares withheld for withholding taxes					(5,615)			(5,615)
Shares withheld for withholding taxes (in Shares)				(222)
Shares returned in connection with acquisition				$ (1)	(939,999)			(940,000)
Shares returned in connection with acquisition (in 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 (in Shares)				2,174
Liabilities with shares					45,066			45,066
Liabilities with shares (in 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 ending at Mar. 31, 2022			$ 2,347,418	$ 171	148,765,113	128,723	(110,461,129)	40,780,296
Balance at ending (in Shares) at Mar. 31, 2022			306,852	1,708,755
Balance at beginning at Dec. 31, 2021			$ 2,366,038	$ 155	146,030,203	61,523	(88,508,236)	59,949,683
Balance at beginning (in Shares) at Dec. 31, 2021			309,286	1,550,094
Net loss								(53,822,928)
Balance at ending at Sep. 30, 2022			$ 2,227,619	$ 402	159,841,800	356,028	(142,331,164)	20,094,685
Balance at ending (in Shares) at Sep. 30, 2022			291,192	4,023,294
Balance at beginning at Dec. 31, 2021			$ 2,366,038	$ 155	146,030,203	61,523	(88,508,236)	59,949,683
Balance at beginning (in Shares) at Dec. 31, 2021			309,286	1,550,094
Conversion of exchangeable shares to common stock			$ (180,647)		180,647
Conversion of exchangeable shares to common stock (in Shares)			(23,614)	1,180
Settlement of convertible notes				$ 21	3,925,479			3,925,500
Settlement of convertible notes (in Shares)				207,427
Shares withheld for withholding taxes					(9,926)			(9,926)
Shares withheld for withholding taxes (in Shares)				(1,662)
Shares issued (returned) in connection with 365 Cannabis acquisition				$ (1)	(939,999)			(940,000)
Shares issued (returned) in connection with 365 Cannabis acquisition (in Shares)				(13,988)
Common shares and warrants issued in connection with unit offering				$ 217	9,178,744			9,178,961
Common shares and warrants issued in connection with unit offering (in Shares)				2,173,913
Stock-based compensation					843,693			843,693
Shares issued in connection with the ATM offering program				$ 64	1,854,501			1,854,565
Shares issued in connection with the ATM offering program (in Shares)				642,956
Issuance of convertible redeemable preferred stock, net of issue costs	$ 3,435,600	$ 858,900
Issuance of convertible redeemable preferred stock, net of issue costs (in Shares)	400,000	100,000
Deemed dividends related to convertible redeemable preferred stock	$ 764,400	$ 191,100			(955,500)			(955,500)
Deemed dividends related to convertible redeemable preferred stock (in Shares)
Redemption of convertible redeemable preferred stock	$ (4,200,000)	$ (1,050,000)
Redemption of convertible redeemable preferred stock (in Shares)	(400,000)	(100,000)
Liabilities with shares					49,529			49,529
Liabilities with shares (in Shares)				2,196
Restricted stock vesting				$ 2	49,998			50,000
Restricted stock vesting (in Shares)				20,282
Fractional share adjustment from stock split				$ 2	(2)
Fractional share adjustment from stock split (in Shares)				20,382
Foreign currency translation adjustments						40,577		40,577
Unrealized gain (loss) on convertible notes						245,000		245,000
Net loss							(79,057,610)	(79,057,610)
Balance at ending at Dec. 31, 2022			$ 2,185,391	$ 460	160,207,367	347,100	(167,565,846)	(4,825,528)
Balance at ending (in Shares) at Dec. 31, 2022			285,672	4,602,780
Balance at beginning at Mar. 31, 2022			$ 2,347,418	$ 171	148,765,113	128,723	(110,461,129)	40,780,296
Balance at beginning (in Shares) at Mar. 31, 2022			306,852	1,708,755
Conversion of exchangeable shares to common stock			$ (119,799)		119,799
Conversion of exchangeable shares to common stock (in Shares)			(15,660)	783
Settlement of convertible notes				$ 4	625,496			625,500
Settlement of convertible notes (in Shares)				37,584
Shares withheld for withholding taxes					(7,552)			(7,552)
Shares withheld for withholding taxes (in Shares)				(337)
Stock-based compensation					148,444			148,444
Issuance of common stock upon vesting of restricted stock units					25,000			25,000
Issuance of common stock upon vesting of restricted stock units (in Shares)				3,011
Shares issued in connection with the ATM offering program				$ 9	761,169			761,178
Shares issued in connection with the ATM offering program (in Shares)				90,809
Liabilities with shares					4,464			4,464
Liabilities with shares (in Shares)				732
Foreign currency translation adjustments						10,629		10,629
Unrealized gain (loss) on convertible notes						163,000		163,000
Net loss							(29,565,947)	(29,565,947)
Balance at ending at Jun. 30, 2022			$ 2,227,619	$ 184	150,441,933	302,352	(140,027,076)	12,945,012
Balance at ending (in Shares) at Jun. 30, 2022			291,192	1,841,337
Common shares and warrants issued in connection with unit offering				$ 217	9,178,744			9,178,961
Common shares and warrants issued in connection with unit offering (in Shares)				217,913
Stock-based compensation					196,124			196,124
Issuance of common stock upon vesting of restricted stock units				$ 1	24,999			25,000
Issuance of common stock upon vesting of restricted stock units (in Shares)				8,045
Foreign currency translation adjustments						27,676		27,676
Unrealized gain (loss) on convertible notes						26,000		26,000
Net loss							(2,304,088)	(2,304,088)
Balance at ending at Sep. 30, 2022			$ 2,227,619	$ 402	159,841,800	356,028	(142,331,164)	20,094,685
Balance at ending (in Shares) at Sep. 30, 2022			291,192	4,023,294
Balance at beginning at Dec. 31, 2022			$ 2,185,391	$ 460	160,207,367	347,100	(167,565,846)	(4,825,528)
Balance at beginning (in 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 (in Shares)			(640)	32
Settlement of convertible notes				$ 116	1,396,985			1,397,101
Settlement of convertible notes (in 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 (in 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 ending at Mar. 31, 2023			$ 2,180,495	$ 576	161,718,381	353,529	(170,040,474)	(5,787,493)
Balance at ending (in Shares) at Mar. 31, 2023			285,032	5,767,650
Balance at beginning at Dec. 31, 2022			$ 2,185,391	$ 460	160,207,367	347,100	(167,565,846)	(4,825,528)
Balance at beginning (in Shares) at Dec. 31, 2022			285,672	4,602,780
Net loss								(8,151,516)
Balance at ending at Sep. 30, 2023			$ 1,907,941	$ 1,000	164,314,084	295,274	(175,717,363)	(9,199,064)
Balance at ending (in Shares) at Sep. 30, 2023			249,504	10,002,018
Balance at beginning at Mar. 31, 2023			$ 2,180,495	$ 576	161,718,381	353,529	(170,040,474)	(5,787,493)
Balance at beginning (in Shares) at Mar. 31, 2023			285,032	5,767,650
Conversion of exchangeable shares to common stock			$ (250,981)	$ 1	250,980
Conversion of exchangeable shares to common stock (in Shares)			(32,808)	1,640
Settlement of convertible notes				$ 23	114,977			115,000
Settlement of convertible notes (in Shares)				230,000
Stock-based compensation					108,477			108,477
Shares issued in a private placement offering				$ 100	499,900			500,000
Shares issued in a private placement offering (in Shares)				1,000,000
Foreign currency translation adjustments						8,574		8,574
Unrealized gain (loss) on convertible notes						(25,000)		(25,000)
Net loss							(3,081,951)	(3,081,951)
Balance at ending at Jun. 30, 2023			$ 1,929,514	$ 700	162,692,715	337,103	(173,122,425)	(8,162,393)
Balance at ending (in Shares) at Jun. 30, 2023			252,224	6,999,290
Conversion of exchangeable shares to common stock			$ (2,157)		21,573
Conversion of exchangeable shares to common stock (in Shares)			(2,720)	141
Settlement of convertible notes				$ 300	1,499,700			1,500,000
Settlement of convertible notes (in Shares)				3,000,000
Stock-based compensation					100,096			100,096
Issuance of common stock upon vesting of restricted stock units (in Shares)				2,587
Foreign currency translation adjustments						(38,829)		(38,829)
Unrealized gain (loss) on convertible notes						(3,000)		(3,000)
Net loss							(2,594,938)	(2,594,938)
Balance at ending at Sep. 30, 2023			$ 1,907,941	$ 1,000	$ 164,314,084	$ 295,274	$ (175,717,363)	$ (9,199,064)
Balance at ending (in Shares) at Sep. 30, 2023			249,504	10,002,018

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (8,151,516)	$ (53,822,928)	$ (79,057,610)	$ (31,328,711)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in losses of investment				7,564
Loss on sale of investment			221,101
Bad debt expense			371,364	556,890
Gain on sale of discontinued operations, net	(212,601)
Credit loss expense	24,194	254,029
Stock-based compensation expense	317,706	697,377	873,929	2,070,359
Loss on write off of fixed assets				1,045,179
Gain on forgiveness of PPP loan				(2,234,730)
Depreciation and amortization	771,473	6,094,963	7,834,712	5,735,150
Amortization of deferred contract cost	39,285	275,949	337,350	492,683
Non-cash interest expense		183,723	597,276	1,009,331
Foreign currency (gain) loss	(22,139)	4,718	(14,553)	(3,312)
Impairment of long-lived assets	892,103	39,600,587	61,778,605	14,383,310
Gain on extinguishment of debt				(186,177)
Change in fair value of convertible notes	863,457	2,840,000	2,884,273	1,365,904
Change in fair value of derivative liability		(54,153)	(63,178)	(248,198)
Change in fair value of contingent consideration			(4,016,194)
Changes in operating assets and liabilities:
Accounts receivable, net	113,797	(313,176)	197,647	849,785
Prepaid expenses and other current assets	388,312	(215,228)	257,555	(8,988)
Other assets			9,700
Accounts payable, accrued expenses and other current liabilities	109,687	1,356,709	(324,166)	1,610,470
Deferred income tax liabilities		(243,838)	(675,291)	(2,274,295)
Deferred revenue	(340,130)	(1,413,665)	(2,113,249)	(1,010,118)
Net cash used in operating activities	(5,206,372)	(10,450,906)	(10,900,729)	(8,167,904)
Cash flows from investing activities
Developed software additions		(3,324,029)	(4,345,260)	(5,427,230)
Fixed asset additions		(27,383)	(31,884)	(39,263)
Cash returned from business combination working capital settlement		400,000
Proceeds from sale of discontinued operations	600,000
Cash paid for business combinations and working capital settlement, net of cash acquired			400,000	(5,018,592)
Proceeds received from sale of investment			5,000
Net cash provided by (used in) investing activities	600,000	(2,951,412)	(3,972,144)	(10,485,085)
Cash flows from financing activities
Value of shares withheld related to tax withholdings	(49)	(13,167)	(9,926)	(520,395)
Proceeds from unit and pre-funded unit offering, net			9,178,960
Proceeds from unit and pre-funded unit offerings and warrants, net		9,178,961	1
Proceeds from secured loan	1,000,000
Proceeds from the ATM offering program, net		761,178	1,854,565	1,828,119
Proceeds from the issuance of convertible notes				18,000,000
Principal payments of convertible notes	(4,917,356)	(1,432,273)	(1,432,273)	(4,571,472)
Proceeds received from private placement offering	500,000
Proceeds from the issuance of convertible redeemable preferred stock, net			4,294,500
Redemption of convertible redeemable preferred stock			(5,250,000)
Net cash used in financing activities	(3,417,405)	(8,494,699)	8,635,827	14,736,252
Effect of exchange rate changes on cash and restricted cash	50,099	(35,984)	(22,225)	18,623
Net change in cash and restricted cash	(7,973,678)	(4,943,603)	(6,259,271)	(3,898,114)
Cash and restricted cash of continuing operations – beginning of period	7,877,755	13,087,627	13,087,627	18,286,481
Cash and restricted cash of discontinued operations – beginning of period	305,500	1,354,899	1,354,899	54,159
Cash and restricted cash – beginning of period	8,183,255	14,442,526	14,442,526	18,340,640
Cash and restricted cash of continuing operations – end of period	209,577	9,012,075	7,877,755	13,087,627
Cash and restricted cash of discontinued operations – end of period		486,848	305,500	1,354,899
Cash and restricted cash – end of period	209,577	9,498,923	8,183,255	14,442,526
Cash paid for income taxes, net of refunds received		12,200	15,684	10,570
Cash paid for interest, net	787,187	234,227	256,440	507,941
Supplemental disclosure of non-cash investing and financing activity:
Vesting of restricted stock units		50,000	50,000	42
Fixed asset additions included in accounts payable		32,473
Termination of contingent consideration obligation in connection with sale of discontinued operations	2,283,806
Settlement of convertible notes in common stock	3,012,101	3,925,500	3,925,500	11,610,586
Stock-based compensation capitalized as software development		14,046	19,764	36,915
Capitalized software additions included in accounts payable			17,974	554,127
Conversion of exchangeable shares to common stock	277,450	138,419	180,647	18,038,944
Settlement of other liabilities in common stock		49,530	49,529	430,015
Shares returned in connection with acquisition (see Note 4)		940,000	940,000
Shares issued in connection with asset purchase				300,000
Reduction to accrued expenses from an acquisition-related working capital settlement		$ 160,000	$ 160,000

Description of Business

Description of Business	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Description of Business [Abstract]
Description of Business	Note 1 — Description of Business 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 through our wholly -owned -licensed -licensed -enterprise -Enterprise 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 -out 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 and beyond. 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 -out 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, most of which expired 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. We have terminated this business during the third quarter of 2023 in connection with our exit strategy (see below). Disposal of Non-Core SMB Software Products and Brands In addition to the exit from the Enterprise software business, we initiated efforts to explore a sales process for the non -core -Enterprise -to-sale 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 On January 27, 2023, we entered into a securities purchase agreement (“MJF -Ample -Ample -offer -Ample On January 27, 2023, we entered into an agreement and plan of merger (the “Merger Agreement”) with Gryphon Digital Mining, Inc. (“Gryphon”) and Akerna Merger Co. (“Akerna Merger”). Upon the terms and subject to the satisfaction of the conditions provided in the Merger Agreement, including the approval of the transaction by Akerna’s and Gryphon’s stockholders, Akerna Merger will be merged with and into Gryphon (the “Merger”), with Gryphon surviving the Merger as a wholly -owned On April 28, 2023, we entered into a securities purchase agreement (the “SPA”) with MJ Freeway Acquisition Co (“MJ Acquisition”), an affiliate 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 MJ Acquisition for a purchase price of $5.0 million, consisting of $4.0 million in cash at closing and a loan by MJ Acquisition 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 -closing -closing On June 14, 2023, the Merger Agreement was amended to add the defined term “Closing Acquiror Share Price” and amend and restate the definition of “Merger Consideration.” The term “Closing Acquiror Share Price” means the last reported sale price per share of Akerna Common Stock on Nasdaq on the second business day prior to the closing date of the Merger and the term “Merger Consideration” means the greater of (a) a number of shares of Akerna Common Stock equal to (i) the quotient obtained by dividing (A) Akerna’s fully diluted share number, as defined in the Merger Agreement, by (B) 0.075, minus (ii) the Akerna’s fully diluted share number minus (iii) the adjusted warrant share reserve number, as defined in the Merger Agreement, and (b) a number of shares of Akerna’s Common Stock equal to the quotient obtained by dividing (i) $115,625,000 by (ii) the Closing Acquiror Share Price. The amendment effectively sets a floor of $115.6 million for the value attributable to Gryphon in the determination of post -Merger Concurrent with the signing and in support of the Sale Transaction and the Merger, we and each of the holders of the 2021 Senior Secured Convertible Notes (the “Senior Convertible Notes”) entered into exchange agreements (the “Exchange Agreements”) whereby the holders would ultimately convert the principal amounts of each of their note holdings to a level that would represent 19.9 percent of the outstanding shares of our common stock, $0.0001 par value (“Common Stock”) prior to the closing of the Sale Transaction and the Merger. Immediately prior to the stockholder vote required for the closing of those transaction, the remaining Senior Convertible Notes outstanding would be converted into a special class of exchangeable preferred stock to facilitate the required stockholder vote and then be converted into shares of our Common Stock subject to the Merger. For a limited period, the conversion price of the Senior Convertible Notes was lowered to $1.20 per share from $4.75 per share. In accordance with the Exchange Agreements and upon the occurrence of an any additional capital raising transaction, the conversion price would be adjusted accordingly. In connection with an equity offering in June 2023 (see Note 9), the conversion price was further reduced to $0.50 per share. We anticipate scheduling a meeting of stockholders during the fourth quarter of 2023 to approve the Merger and the Sale Transaction and we expect these transactions to close shortly thereafter. First Amendment to Securities Purchase Agreement As previously reported, on April On September (i) (ii) (iii) (iv) (v) -party (vi) (vii) provides that concurrently with the funding of the additional $500,000 loan to Akerna, Akerna will issue and amended and restated convertible secured promissory note (“Amended and Restated Note”) to MJA which amends and restates the Secured Promissory Note dated April -day Amended and Restated Convertible Secured Promissory Note In relation to the first amendment to the Securities Purchase Agreement dated September Note dated April “ (i) (ii) (iii) -day Except as set forth above, no other amendments, revisions or additions were made to the Original Note and all terms, conditions, covenants, representations and warranties contained in the Original Note shall remain in full force and effect. Amended and Restated Security Agreement Pursuant to the Amended and Restated Note, Akerna’s obligations under the Amended and Restated Note are to be secured pursuant to an Amended and Restated Security and Pledge Agreement entered into by and among Akerna, MJA and the other parties thereto dated October Except as set forth above, no other amendments, revisions or additions were made to the Original Security Agreement and all terms, conditions, covenants, representations and warranties contained in the Original Security Agreement shall remain in full force and effect. Amended and Restated Guaranty In connection to the Amended and Restated Note, certain subsidiaries of Akerna entered into an amended and restated guaranty agreement with MJA on October Waiver In connection to the Amended and Restated Note, the Amended and Restated Security Agreement, and the Amended and Restated Guaranty Agreement (collectively, “Amended and Restated New Note Transaction Documents”) and solely to permit Akerna to issue the Amended and Restated Note and execute and perform its obligations under the Amended and Restated New Note Transaction Documents and the Amended and Restated Subordination Agreement (as defined below), on October Amended and Restated Subordination and Intercreditor Agreement In connection to the Amended and Restated New Note Transaction Documents, MJA, Akerna, and HT Investments MA LLC (the “Senior Agent”, together with the Holders, the “Senior Creditors”), as collateral agent under the 2021 SPA, each on behalf of the respective Holders, entered into an amended and restated subordination and intercreditor agreement dated October Restructuring In May 2022, we implemented a corporate restructuring initiative (the “Restructuring”) that resulted in a charge of $0.5 million associated with a reduction of our workforce by 59 employees, or approximately 33 percent of our headcount at that time. The charge associated with the Restructuring, all of which was settled in cash during the second quarter of 2022, was comprised primarily of severance benefits and related costs and was fully attributable to our continuing operations. Of the total amount incurred, $0.3 million was included in Sales and marketing costs, approximately $0.2 million was included in Product development costs and less than $0.1 million was included in each of Cost of revenue and General and administrative expenses in our condensed consolidated statements of operations, respectively. Financial Reporting and Classification As a result of the corporate actions described above, 365 Cannabis and LCA (together, the “Discontinued Group”) met the criteria to be considered “held for sale” as that term is defined in accounting principles generally accepted in the United States (“GAAP”). Accordingly. the assets and liabilities of these entities are classified and reflected on our condensed consolidated balance sheets as “held for sale” as of December 31, 2022 and their results of operations and the effect of their sales have been classified as “discontinued operations” in the condensed consolidated statements of operations for the three and nine months ended September -held	Note 1 — Description of Business 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 through our wholly -owned -licensed ® ® -licensed ® -enterprise -Enterprise 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 -out Strategic Shift in Business Strategy As previously disclosed, we have been engaged in considering strategic partnerships and evaluating potential strategic transactions in a comprehensive effort to address our financial challenges and our ability to continue as a going concern. 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 and beyond. Exiting the Enterprise Software Business The development of our Enterprise software business, which began with the acquisitions of Viridian and 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 during the fourth quarter of 2022. Ultimately, we secured a buyer for 365 Cannabis and were engaged in exclusive negotiations through December 31, 2022 and into January 2023. 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 -closing -closing -back -closing -out 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 quarter 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 in the fourth quarter of 2022 to explore a sales process for the non -core -Enterprise -to-sale -owned -closing Exit Strategy With the completion of the sales of 365 Cannabis, LCA and ZolTrain 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 On January 27, 2023, we and our wholly -owned -Ample -Ample -Ample -Ample -proposal -proposal -Ample -Ample -Ample On January 27, 2023, we entered into an agreement and plan of merger (the “Merger Agreement”) with Gryphon Digital Mining, Inc. (“Gryphon”) and Akerna Merger Co. (“Akerna Merger”). Upon the terms and subject to the satisfaction of the conditions provided in the Merger Agreement, including the approval of the transaction by Akerna’s and Gryphon’s stockholders, Akerna Merger will be merged with and into Gryphon (the “Merger”), with Gryphon surviving the Merger as a wholly -owned Concurrent with the signing and in support of the Sale Transaction and the Merger, we and each of the holders of the Senior Convertible Notes entered into exchange agreements (the “Exchange Agreements”) whereby the holders would ultimately convert the principal amounts of each of their note holdings to a level that would represent 19.9 percent of the outstanding shares of our common stock, $0.0001 par value (“Common Stock”) prior to the closing of the Sale Transaction and the Merger. Immediately prior to the stockholder vote required for the closing of those transaction, the remaining Senior Convertible Notes outstanding would be converted into a special class of exchangeable preferred stock to facilitate the required stockholder vote and then be converted into shares of our Common Stock subject to the Merger. For a limited period, the conversion price of the Senior Convertible Notes was lowered to $1.20 per share from $4.75 per share. We anticipate scheduling a meeting of stockholders during the second quarter of 2023 to approve the Sale Transaction and the Merger and we expect these transactions to close shortly thereafter. Financial Reporting and Classification As a result of the corporate actions described above, 365 Cannabis and LCA (together, the “Discontinued Group”) met the criteria to be considered “held for sale” as that term is defined in accounting principles generally accepted in the United States (“GAAP”). Accordingly. the assets and liabilities of these entities are classified and reflected on our consolidated balance sheets as “held for sale” as of December 31, 2022 and 2021, respectively, and their results of operations are classified as “discontinued operations” in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. Certain financial disclosures including major components of the assets and liabilities and results of operations of the Discontinued Group are provided in Note 17. Our core SMB and governmental business unit (MJF and Ample), the businesses for which we have committed to terminate operations (Viridian, Solo and Trellis) and our publicly -held

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Basis of Presentation [Abstract]
Basis of Presentation	Note 2 — Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. Going Concern and Management ’ s Liquidity Plans 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 s Ability to Continue as Going Concern -15 as the “look -forward -15 -forward -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 our inception in 2019 we have incurred recurring losses from operations, used cash from operating activities, and relied on capital raising transactions to continue ongoing operations. As of December 31, 2022, we had a working capital deficit of $7.8 million with $0.9 million in unrestricted cash available to fund future operations. We anticipate continuing to generate losses from operations and using cash from operating activities for the foreseeable future, although at lower than historical levels as a result of restructuring actions taken during the second quarter of 2022 and the curtailment of activities associated with our discontinued operations as well as those business that we plan to terminate. 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, we have committed to the Sale Transaction to complete our intended exit from the SaaS industry and to the Merger as the most favorable strategic alternative for our stockholders. There can be no assurance that we will be successful in executing and completing the 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 fully overcome substantial doubt about our ability to continue as a going concern for one year from the date of issuance of our consolidated financial statements. Accordingly, if we are unable to execute our plans within the timeframe described above, we may have to reduce or otherwise curtail our continuing operations which could significantly and adversely affect our results of operations or we may determine to dissolve and liquidate our assets. If we fail to meet the financial covenants of the Senior Convertible Notes and cannot obtain a waiver from such provisions or otherwise come to an agreement with the holders of the 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 the Company be unable to continue as a going concern. Reverse Stock Split On November 8, 2022, we effectuated a reverse stock split of 20 -for-1 Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. In addition and as discussed in Notes 1 and

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Going Concern and Management ’ s Liquidity Plans 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 s Ability to Continue as Going Concern -15 regarding implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable that such implementations can be achieved and we have the proper authority to execute them within one year from the date the condensed consolidated financial statements are issued. 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 our inception in 2019 we have incurred recurring losses from operations, used cash from operating activities, and relied on capital raising transactions to continue ongoing operations. As of September -day -NSE As described in Note 1, we have committed to the Sale Transaction to complete our intended exit from the SaaS industry and to the Merger as the most favorable strategic alternative for our stockholders. There can be no assurance that we will be successful in executing and completing the 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 year from the date of issuance of our consolidated financial statements. Accordingly, if we are unable to execute our plans within the timeframe described above, we may have to reduce or otherwise curtail our continuing operations which could significantly and adversely affect our results of operations or we may determine to dissolve and liquidate our assets. If we fail to meet the financial covenants of the Senior Convertible Notes and cannot obtain a waiver from such provisions or otherwise come to an agreement with the Holders of the 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 condensed 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 -X 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 -K Principles of Consolidation Our accompanying condensed consolidated financial statements include the accounts of Akerna and our wholly -owned Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Our most significant estimates and assumptions are related to the valuation of acquisition -related -lived 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. Receivables are written -off 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 nine months ended September none Warrants We evaluate warrants that we may issue from time to time under a two -step -in 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 (“CODM”), our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level. In the following table, we disclose the combined gross balance of our fixed assets, capitalized software, and intangible assets by geographical location: As of As of Long-lived assets: United States $ 27,425 $ 48,879 Canada 2,909,966 4,527,581 Total $ 2,937,391 $ 4,576,460 Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016 -13 Measurement of Credit Losses on Financial Instruments -13 -13 -13 -13 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 incremental issuances of Common Stock as described below, no other subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto. From October	Note 3 — Summary of Significant Accounting Policies Principles of Consolidation Our accompanying consolidated financial statements include the accounts of Akerna, our wholly -owned 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 -based -lived Foreign Currency The functional currency of the Company’s non -U -monetary Cash and Cash Equivalents We consider liquid instruments purchased with an original maturity of three months or less to be cash equivalents. We continually monitor our positions with, and the credit quality of, the financial institutions with which we invest. As of the balance sheet date, and periodically throughout the year, we have maintained balances in various operating accounts in excess of federally insured limits. Restricted Cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and is presented separately from cash and cash equivalents on our consolidated balance sheets. Accounts Receivable, Net We maintain an allowance for doubtful accounts equal to the estimated uncollectible amounts based on our historical collection experience and review of the current status of trade accounts receivable. Accounts receivable are written -off Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized. Repairs and maintenance costs are expensed as incurred. Depreciation is provided over the estimated useful lives of the related assets using the straight -line Investment Until its redemption in December 2022, we held an equity security in ZolTrain. For periods prior to the quarter ended September 30, 2021, we had determined we could exert significant influence over ZolTrain’s operations through voting rights and representation on its board of directors and we accounted for our investment in ZolTrain using the equity method of accounting, recording our share in the investee’s earnings and losses in the consolidated statement of operations. Upon losing board representation during quarter ended September 30, 2021, we suspended the equity method of accounting and measured the investment at cost less impairment, plus or minus changes resulting from observable price changes, including its ultimate redemption at a loss in December 2022, which were recorded in Other (expense) income, in our consolidated statements of operations (see Note 7). Software Development Costs Costs incurred during the application development stage of a newly developed application and costs we incur to enhance our existing platforms that meet certain criteria are subject to capitalization and subsequent amortization. Our software product development costs are primarily comprised of personnel costs such as payroll and benefits, vendor costs, and other costs directly attributable to the project. We capitalize costs only during the development phase. Any costs in connection to planning, design, and maintenance subsequent to release are expensed as incurred. We amortize software development costs over the expected useful life of the specific application, generally 2 -5 Intangible Assets Intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of our intangible assets when events or changes in circumstances indicate an adjustment to the remaining amortization may be needed. We similarly evaluate the recoverability of these assets upon events or changes in circumstances indicate a potential impairment (see Note 8). Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. Goodwill Impairment Assessment Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually on October 31, and whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired (see Note 8). Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill. We have the option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. Fair Value of Financial Instruments GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, we are required to classify certain assets and liabilities based on the fair value hierarchy, which groups fair value -measured • • • The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of financial instruments such as accounts receivable, accounts payable and accrued liabilities approximate fair value based on their short maturities. Fair Value Option The fair value option provides an election that allows an entity to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument -by-instrument The convertible notes accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from the debt -host -date -specific -specific Warrants We evaluate warrants that we may issue from time to time under a two -step 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 Revenue Recognition We recognize revenue when a customer obtains the benefit of promised services, in an amount that reflects the consideration that we expect to be entitled to receive in exchange for those services. In determining the amount of revenue to be recognized, we perform the following steps: (i) identification of the contract with a customer; (ii) identification of the promised services in the contract and determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Software Revenue. ® ® -year ® -year ® -line -year We include service level commitments to customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if those levels are not met. In addition, customer contracts often include: specific obligations that require us to maintain the availability of the customer’s data through the service and that customer content is secured against unauthorized access or loss, and indemnity provisions whereby we indemnify customers from third -party Consulting Revenue. -application -operational -price Other Revenue. -of-sale -recurring -shipped Cost of Revenue. Unbilled Receivables. Deferred Revenue. -month Legal and Other Contingencies From time to time, we may be a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims. We investigate these claims as they arise and will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. Stock-Based Compensation We measured stock -based -based -line -based Income Taxes Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of other assets and liabilities. We provide for income taxes at the current and future enacted tax rates and laws applicable in each taxing jurisdiction. We use a two -step We recognize deferred tax assets to the extent that its assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of its net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of December 31, 2022 and 2021, management has applied a valuation allowance to deferred tax assets when it is determined that the benefit from the deferred tax asset will not be able to be utilized in a future period. Segments We operate our business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated by the chief operating decision maker (“CODM”), our Chief Executive Officer, for purposes of allocating resources and assessing financial performance. Our CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level. Discontinued Operations In accordance with GAAP, we assess our business units that we may, from time to time, consider for disposal by sale or means (i.e., abandonment). Those business units, which may be in the form of legal entities, divisions, product lines or asset and liability groups, among others, for which cash flows can be reasonably identified, that meet certain criteria are considered discontinued operations. Accordingly, their results of operations are presented in our statements of operations as “discontinued operations” and their associated assets and liabilities are considered “held for sale” or “discontinued,” as appropriate on our consolidated balance sheets. Subsequent Events Management has evaluated all of our activities through the issuance date of our consolidated financial statements and has concluded that, with the exception of (i) the completion of the sales of 365 Cannabis and LCA in January 2023, (ii) the commitment to the Sale Transaction, (iii) the commitment to the Merger and the signing of the Exchange Agreements, as disclosed in Note 1, no other subsequent events have occurred that would require recognition and disclosure in our consolidated financial statements or disclosure in the notes thereto. Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016 -02 Leases -02 Leases -of-use -of-use The FASB issued ASU No. 2020 -01 Clarifying the Interaction between Topic 321, Topic 323, and Topic 815 -01 -01 The FASB issued ASU No. 2021 -04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -04 -classified -04 Recent Accounting Pronouncements Pending Adoption The FASB issued ASU No. 2016 -13 Measurement of Credit Losses on Financial Instruments -13 -13 on historical information, current conditions, and reasonable and supportable forecasts. ASU 2016 -13 -13 The FABS issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -06 -06 -converted -classified -based -06 -06 The FASB issued ASU No. 2021 -08 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 Revenue from Contracts with Customers -08

Significant Transactions

Significant Transactions	12 Months Ended
	Dec. 31, 2022
Significant Transactions [Abstract]
Significant Transactions	Note 4 — Significant Transactions Restructuring In May 2022, we implemented a corporate restructuring initiative (the “Restructuring”) as approved by our Board of Directors. The Restructuring resulted in a reduction of our workforce by 59 employees, or approximately percent 33 of the Company’s headcount at that time. We incurred costs of approximately $0.6 million in severance benefits, including employee insurance, associated payroll taxes and legal costs in connection with the Restructuring. This amount was fully attributable to our continuing operations. Of the total amount incurred, $0.3 million was included in Sales and marketing costs, $0.2 million was recorded in Product development costs and less than $0.1 million was included in each of Cost of revenue and General and administrative expenses, respectively. All amounts incurred were settled in cash during the year ended December 31, 2022. Accordingly, we have no material obligations remaining associated with the Restructuring. In addition to the reduction in force, our executive leadership team was subject to a temporary 25 percent reduction in salary during the second quarter of 2022. 2021 Acquisitions Viridian Sciences On April 1, 2021, we completed the acquisition of Viridian, a cannabis business management software provider that is built on SAP Business One. We acquired Viridian in exchange for 51,550 Shares issued $ 6,186 Contingent consideration 2 Total fair value of consideration transferred $ 6,188 The presentation below reflects our final purchase price allocation, summarizing the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts receivable $ 556 Prepaid expenses and other current assets 148 Capitalized software 423 Acquired technology 470 Customer relationships 820 Acquired trade name 20 Goodwill 5,408 Accounts payable and accrued expenses (350 ) Deferred tax liabilities (307 ) Deferred revenue (1,000 ) Net assets acquired $ 6,188 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. As discussed in Note 1, we committed to a plan to wind down the Viridian business during the fourth quarter of 2022. The loss from continuing operations for the year ended December 31, 2022 includes $7.0 million of impairments of long -lived -lived 365 Cannabis On October 1, 2021, we acquired all the issued and outstanding shares of 365 Cannabis. Under the terms of the stock purchase agreement (the “Agreement”), the aggregate consideration for the 365 Cannabis shares consisted of an original purchase price of (i) $5.0 million in cash, (ii) $12.0 million in stock, which was settled by issuing 178,572shares of our Common Stock and (iii) contingent value rights, or the Earn -out -out -out -closing The fair value of the consideration transferred as of the date of acquisition is reflected in the table below (in thousands): Shares issued $ 11,060 Cash 4,982 Contingent consideration 6,300 Total fair value of consideration transferred $ 22,342 The presentation below reflects our final purchase price allocation, summarizing the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 527 Accounts receivable 486 Prepaid expenses and other current asset 261 Fixed Assets 93 Non-compete agreement 80 Acquired technology 1,040 Customer relationships 13,810 Acquired trade name 270 Goodwill 12,489 Accounts payable and accrued expenses (2,588 ) Deferred tax liabilities (826 ) Deferred revenue (3,300 ) Net assets acquired $ 22,342 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. As discussed in Note 1, we sold 365 Cannabis in January 2023 for $0.5 million of cash and the termination and release of our obligation under the Earn -out -lived -lived Our pro forma revenue and net loss for the year ended December 31, 2021, giving effect to the Viridian and 365 Cannabis acquisitions as if they had been completed as of January 1, 2020 would have been $28.8 million (including discontinued operations) and $(31.4) million, respectively.

Revenue and Contracts with Cust

Revenue and Contracts with Customers	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue and Contracts with Customers	Note 3 — Revenue and Contracts with Customers Disaggregation of Revenue 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 three Three Months Ended Nine Months Ended 2023 2022 2023 2022 Government $ 627,803 $ 638,641 $ 1,943,195 $ 2,636,263 Non-government 1,454,750 2,425,738 5,029,914 8,162,872 $ 2,082,553 $ 3, 064,379 $ 6,973,109 $ 10,799,135 Three Months Ended Nine Months Ended 2023 2022 2023 2022 United States $ 1,595,271 $ 2,295,362 $ 5,305,703 $ 267,468 Canada 487,282 769,017 1,667,406 2,531,667 $ 2,082,553 $ 3,064,379 $ 6,973,109 $ 10,799,135 Customers may elect to purchase a subscription to multiple modules, multiple modules with multiple service levels, or, for certain of the Company’s solutions. We evaluate such contracts to determine whether the services to be provided are distinct and accordingly should be accounted for as separate performance obligations. If we determine that a contract has multiple performance obligations, the transaction price, which is the total price of the contract, is allocated to each performance obligation based on a relative standalone selling price method. We estimate standalone selling price based on observable prices in past transactions for which the product offering subject to the performance obligation has been sold separately. As the performance obligations are satisfied, revenue is recognized as discussed above in the product descriptions. Transaction Price Allocated to Future Performance Obligation GAAP provides certain practical expedients that limit the required disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. As many of the contracts the Company has entered into with customers are for a twelve -month 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 As of December 31, 2022 Net additions Revenue recognized As of September 30, 2023 Deferred revenue $ 730,573 4,719,118 (4,979,817 ) $ 469,874 Of the $5.0 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 three As of December 31, 2022 Additions Amortized costs As of September 30, 2023 Deferred contract costs $ 36,465 — (36,465 ) $ —	Note 5 — Revenue and Contracts with Customers Disaggregation of Revenue 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 to three years. In addition to subscription fees, contracts with customers may include implementation fees for launch assistance and training. Fixed subscription and implementation fees are billed in advance of the subscription term and are due in accordance with contract terms, which generally provide for payment within 30 days. Our contracts typically have a one to three year term. Our contractual arrangements include performance, termination and cancellation provisions, but do not provide for refunds. Customers do not have the contractual right to take possession of the Company’s software at any time. The following tables summarize revenue disaggregation by product for the following periods: Year Ended December 31, 2022 2021 Government $ 2,945,946 $ 3,258,158 Non-government 10,699,084 14,368,939 $ 13,645,030 $ 17,627,097 Year Ended December 31, 2022 2021 United States $ 10,458,169 $ 13,408,624 Canada 3,186,861 4,218,473 $ 13,645,030 $ 17,627,097 Accounts Receivable from Customers Our accounts receivable from customers were $674,626 and $873,688 as of December 31, 2022 and 2021 including $219,912, or 33 percent and $24,066, or three percent, respectively, attributable to two government clients. The allowance for doubtful accounts consists of the following activity: Year Ended December 31, 2022 2021 Allowance for doubtful accounts, balance at beginning of period $ 315,985 $ 153,485 Bad debt expense 539,801 550,521 Write-off uncollectable accounts (502,307 ) (388,021 ) Allowance for doubtful accounts, balance at end of period $ 353,479 $ 315,985 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 our solutions. We evaluate such contracts to determine whether the services to be provided are distinct and accordingly should be accounted for as separate performance obligations. If we determine that a contract has multiple performance obligations, the transaction price, which is the total price of the contract, is allocated to each performance obligation based on a relative standalone selling price method. We estimate standalone selling price based on observable prices in past transactions for which the product offering subject to the performance obligation has been sold separately. As the performance obligations are satisfied, revenue is recognized as discussed above in the product descriptions. Transaction Price Allocated to Future Performance Obligations As many of the contracts we have entered into with customers are for a twelve -month 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 year. Deferred revenue is included in the accompanying consolidated balance sheets under Total current liabilities, net of any long -term As of January 1, Net Revenue As of December 31, Deferred revenue $ 1,117,703 5,446,403 5,833,533 $ 730,573 Of the $13.6 million of revenue recognized during the year ended December 31, 2022, $1.1 million was included in deferred revenue as of December 31, 2021. 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 year based on the estimated customer relationship period. The following table summarizes deferred contract cost activity for the year ended December 31, 2022: As of Additions Amortized (1) As of Deferred contract costs $ 142,930 124,690 231,155 $ 36,465 (1)

Fixed Assets, Net

Fixed Assets, Net	12 Months Ended
	Dec. 31, 2022
Fixed Assets, Net [Abstract]
Fixed assets, net	Note 6 — Fixed assets, net Fixed assets consisted of the following: As of December 31, 2022 2021 Furniture and computer equipment $ 185,308 $ 155,741 Less: accumulated depreciation (136,429 ) (89,713 ) Fixed assets, net $ 48,879 $ 66,028 Depreciation expense related to our fixed assets for the years ended December 31, 2022 and 2021, was $46,716 and $121,416, respectively.

Investments

Investments	12 Months Ended
	Dec. 31, 2022
Investments [Abstract]
Investments	Note 7 — Investments Investment in and License Agreement with Zol Solutions, Inc. On October 7, 2019, we participated in an offering of preferred stock of ZolTrain along with other investors in which we purchased 203,000 The ZolTrain Preferred was convertible into shares of common stock of ZolTrain at a conversion rate of $1.232 per share at the option of the holder and contains certain anti -dilution During the third quarter of 2021, following the loss of our seat on ZolTrain’s board, we concluded that we should no longer apply the equity method of accounting for the investment in ZolTrain and maintained the equity investment at cost minus impairment, plus or minus changes resulting from observable price changes. In December 2022, we sold the ZolTrain Preferred for $5 thousand and recognized a loss of $0.2 million. Subsequent to our investment, we entered into a nonexclusive license/reseller agreement with ZolTrain, effective October 24, 2019, to provide ZolTrain’s online cannabis training platform as a co -branded ® ® -based of us and ZolTrain depends on both (a) the number of training modules accessed by a customer and (b) which party created the accessed content. For the year ended December 31, 2022 and December 31, 2021, we recognized revenue of $56,497 and $25,902, respectively, from this agreement.

Intangible Assets, net and Good

Intangible Assets, net and Goodwill	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, net and Goodwill	Note 4 — Intangible Assets, net and Goodwill Finite-lived Intangible Assets All of our finite -lived We performed a two step impairment test for the asset groups that had indicators of impairment during the nine months ended September Goodwill Non-Enterprise Reporting Unit For the three and nine months ended September -Enterprise is attributable to Ample. For the three and nine months ended September Enterprise Reporting Unit For the three and nine months ended September no	Note 8 — Intangible Assets, net and Goodwill Finite-lived Intangible Assets, Net We performed a two -step Before consideration of impairments, we capitalized software costs of $2.7 million and $5.6 million during the years ended December 31, 2022 and 2021, respectively. We record amortization expense associated with acquired developed technology, acquired trade names, and customer relationships. The amortization expense of all finite -lived Intangible assets as of December 31, 2022, all of which after impairments are attributable to Ample, consist of the following: Weighted amortization Gross amount Accumulated amortization Impairment Net carrying amount Acquired developed technology 0.50 $ 5,978,080 $ (3,480,769 ) $ (2,375,645 ) $ 121,666 Acquired trade names 0.52 566,920 (365,627 ) (158,237 ) 43,056 Customer relationships 12.50 3,440,000 (763,500 ) (676,500 ) 2,000,000 Total intangible assets $ 9,985,000 $ (4,609,896 ) $ (3,210,382 ) $ 2,164,722 Capitalized software – In-service 1.17 12,038,149 (8,452,649 ) (2,930,944 ) 654,556 Capitalized software – Work in progress N/A 1,689,976 — (1,689,976 ) — Total capitalized software 13,728,125 (8,452,649 ) (4,620,920 ) 654,556 Total finite-lived intangible assets $ 23,713,125 $ (13,062,545 ) $ (7,831,302 ) $ 2,819,278 Intangible assets as of December 31, 2021 consist of the following: Weighted average remaining amortization period Gross Accumulated amortization Impairment Net amount Acquired developed technology 3.35 $ 5,978,080 $ (2,703,157 ) $ — $ 3,274,923 Acquired trade names 3.09 566,920 (234,160 ) — 332,760 Customer relationships 10.18 3,440,000 (494,000 ) — 2,946,000 Total intangible assets $ 9,985,000 $ (3,431,317 ) $ — $ 6,553,683 Capitalized software – In-service 2.02 8,738,801 (4,388,524 ) — 4,350,277 Capitalized software – Work in progress N/A 2,886,859 — (296,483 ) 2,590,376 Total capitalized software 11,625,660 (4,388,524 ) (296,483 ) 6,940,653 Total finite-lived intangible $ 21,610,660 $ (7,819,841 ) $ (296,483 ) $ 13,494,336 As of December 31, 2022, expected amortization expense relating to intangible assets and capitalized software for each of the next five years is as follows: Intangible Capitalized 2023 $ 324,722 $ 542,479 2024 160,000 112,077 2025 160,000 — 2026 160,000 — 2027 160,000 — Thereafter 1,200,000 — Total $ 2,164,722 $ 654,556 Goodwill The following table reflects the changes in the carrying amount of goodwill: Balance as of December 31, 2020 $ 41,789,527 Additions due to acquisition of Viridian 5,408,884 Impairment (14,354,114 ) Balance as of December 31, 2021 $ 32,844,297 Impairment (31,135,994 ) Balance as of December 31, 2022 $ 1,708,303 Impairment Based on our qualitative assessment of goodwill and consideration of the Sale Transaction as well as our intention to discontinue Solo, Trellis and Viridian, we determined in December 2022 that it was necessary to impair the remaining goodwill asset by an incremental $3.8 million. During the first and second quarters of 2022, we recognized impairments of $15.4 million and $11.9 million, respectively, due primarily to continued declines in market valuations. During the year ended December 31, 2021, primarily due to a continued decline in market valuation and a flattening in the operating results of Ample, Solo, Trellis and Viridian compared to acquisition assumptions, we recognized impairments of $14.4 million to goodwill.

Supplemental Balance Sheet Disc

Supplemental Balance Sheet Disclosures	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Supplemental Balance Sheet Disclosures [Abstract]
Supplemental Balance Sheet Disclosures	Note 7 — Supplemental Balance Sheet Disclosures Prepaid expenses and other current assets consisted of the following as of the dates presented: September 30, December 31, Unbilled receivables $ 503,029 $ 544,212 Software and technology 58,254 168,792 Insurance 85,323 224,785 Professional services, dues and subscriptions 39,069 183,614 Deferred contract costs — 36,465 Other 83,874 51,755 Total $ 769,549 $ 1,209,623 Accounts payable, accrued expenses, and other accrued liabilities consisted of the following as of the dates presented: September 30, December 31, Accounts payable $ 1,704,762 $ 1,510,287 Settlements and legal 928,715 950,213 Contractors 434,289 562,993 Compensation 439,617 368,440 Sales taxes 164,473 219,285 Professional fees 185,077 155,161 Interest and other 469,884 660,040 Total $ 4,326,727 $ 4,426,419	Note 9 — Supplemental Balance Sheet Disclosures Prepaid expenses and other current assets consisted of the following: As of December 31, 2022 2021 Software and technology $ 168,792 $ 643,387 Professional services, dues and subscriptions 183,614 537,237 Insurance 224,785 264,097 Deferred contract costs 36,465 142,930 Unbilled receivable 544,212 505,203 Other 51,755 32,868 Total prepaid expenses and other current assets $ 1,209,623 $ 2,125,722 Accounts payable, accrued expenses and other current liabilities consisted of the following: As of December 31, 2022 2021 Accounts payable $ 1,510,287 $ 1,716,705 Professional fees 155,161 280,818 Sales taxes 219,285 108,854 Compensation 368,440 1,656,158 Contractors 562,993 646,996 Settlements and legal 950,213 681,045 Interest and other 660,040 295,197 Total accounts payable, accrued expenses and other current liabilities $ 4,426,419 $ 5,385,773

Long Term Debt

Long Term Debt	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Long Term Debt [Abstract]
Long Term Debt	Note 5 — Long Term Debt Long -term September 30, 2023 December 31, 2022 Total long-term debt $ 7,733,271 $ 14,607,000 Less: Current portion (7,733,271 ) (13,200,000 ) Noncurrent portion $ — $ 1,407,000 Senior Convertible Notes In October 2021, we entered into a Securities Purchase Agreement dated October 5, 2021 (“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 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 through June 14, 2023 at which time it was further reduced to $0.50 per share for a limited period due to the offering of common shares in connection with private placement transaction (see Note 9). During the nine months ended September 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 nine months ended September -specific -specific Secured Note and Ancillary Agreements On May 3, 2023, we received proceeds from a loan in the amount of $1.0 million from MJ Acquisition in connection with the Sale Transaction. Accordingly, we and MJ Acquisition 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 Akerna entered into a guaranty agreement with MJ Acquisition (the “Guaranty Agreement”) under which they will guarantee the obligations of the Company under the Security Agreement and the MJA Note. On September under the Amended and Restated Note; adds a new Section which provides that prior to closing under the SPA, MJA will work in good faith on a best efforts basis across multiple interested parties on behalf of and with the express approval of Akerna to secure for Akerna the highest purchase price possible for the shares of Ample. Akerna shall cause the proceeds from such sale to be included in the assets of MJF effective as of the closing. Notwithstanding the foregoing, in the event that the shares of Ample are sold to a third -party -day On October In connection to the MJA Note, the Security Agreement, and the Guaranty Agreement (collectively, “New Note Transaction Documents”) and solely to permit Akerna to issue the MJA Note and execute and perform its obligations under the New Note Transaction Documents and a Subordination Agreement (as defined below), each of the Holders of the Senior Convertible Notes issued pursuant to the 2021 SPA agreed to waive the prohibition on issuing indebtedness other than Permitted Indebtedness (as defined in the Senior Convertible Notes) pursuant to Section 14(b) of the Senior Convertible Notes and the prohibition permitting Liens (as defined in the Senior Convertible Notes) to exist other than Permitted Liens (as defined in the Senior Convertible Notes) pursuant to Section 14(c) of the Senior Convertible Notes and Section 5(g)(v) of the 2021 SPA (the “Waiver”). In connection to the New Note Transaction Documents, MJ Acquisition, Akerna, and HT Investments MA LLC (the “Senior Agent”, together with the Holders, the “Senior Creditors”), as collateral agent under the 2021 SPA, each on behalf of the respective Holders, entered into a subordination and intercreditor agreement (the “Subordination Agreement”), whereby the parties agreed that the payment of any and all obligations, liabilities and indebtedness of every nature of Akerna, its applicable subsidiary and/or affiliates from time to time owed to MJ Acquisition under the Subordinated Debt Documents (as defined in the Subordination Agreement) will be subordinate and subject in right and time of payment, to the prior payment in full of all obligations under the Senior Convertible Notes. Pursuant to the Amended and Restated Note, Akerna’s obligations under the Amended and Restated Note are to be secured pursuant to an Amended and Restated Security and Pledge Agreement entered into by and among Akerna, MJA and the other parties thereto dated October	Note 10 — Long Term Debt Long -term As of December 31, 2022 2021 Senior Convertible Notes (at fair value) $ 14,607,000 $ 17,305,000 Less: current maturities (13,200,000 ) (13,200,000 ) Total long-term debt, less current portion $ 1,407,000 $ 4,105,000 Senior Convertible Notes On October 5, 2021, we entered into a securities purchase agreement (the “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 (the “2020 Notes”) and fund our growth initiatives through acquisitions and continued investment in our technology infrastructure. The Senior Convertible Notes rank senior to all 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 SPA, from $6.21 per share as a result of the offering of convertible preferred stock on that date (see Note 13). The Senior Convertible Notes are to be repaid in monthly installments beginning on January 1, 2022 and later deferred to January 1, 2023 in connection with an amendment in June 2022 (see below). In connection with the SPA and the Senior Convertible Notes, we and certain of our subsidiaries entered into an amended Security and Pledge Agreement (the “Security 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 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 Agreement, the Collateral Agent will have certain rights under the Security 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 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 other cure periods provided for in the applicable document, (ii) the failure by us to pay any amounts 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 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 On June 30, 2022, we and the holders of the Senior Convertible Notes entered into an amendment and waiver agreement (the “Convertible Notes Amendment”) that included provision such that (i) no amortization payments would be due and payable for any payments previously required to be made from July 1, 2022 through January 1, 2023, (ii) the holders of the Senior Convertible Notes will not accelerate any previously deferred installment amounts until January 1, 2023 and (iii) the terms of the SPA which would provide for reset of the conversion price of the Senior Convertible Notes as a result of the issuance of securities under the 2022 Unit Offering (see Note 13) and instead agreed to a reset of the conversion price equal to a per share price of 135 percent of the 2021 Unit Offering price, or $6.21 per share, which was subsequently reduced to $4.75 per share on October 4, 2022 as described above. Further, the Convertible Notes Amendment added covenants such that (a) we are subject to a daily cash test of having an available cash balance of at least $7.0 million, which amount shall be reduced by $1.0 million on each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14.0 million and $11.0 million, subject in all cases to a minimum of $5.0 million, and (b) we established and maintain the Restricted Accounts for each holder for an aggregate amount of $7.0 million with such amounts to be released from the Restricted Accounts only upon written consent of such holder, provided that $1.0 million will automatically release from the Restricted Accounts upon the occurrence of each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14.0 million and $11.0 million, subject to certain conditions. The Convertible Notes Amendment qualified as a troubled debt restructuring (“TDR”); however, there was no impact on the consolidated balance sheet or in the statement of operations as a result of the TDR as the Senior Convertible Notes are recorded at their fair value. 2020 Notes We issued the 2020 Notes with a principal amount of $17.0 million at a purchase price of $15.0 million on June 9, 2020. The 2020 Notes were paid in full on October 5, 2021 with a portion of the proceeds from the Senior Convertible Notes. Method of Accounting and Activity During the Periods Upon the dates that they were issued, we made irrevocable elections to apply the fair value option to account for each of the Senior Convertible Notes and the 2020 Notes. Disclosures, including assumptions used to determine the fair values of these debt instruments, are provided in Note 15. During the year ended December 31, 2022, we made $5.3 million in principal settlements on the Senior Convertible Notes, of which $1.4 million was settled in cash and the remaining $3.9 million was settled in Common Stock. We made no principal settlements on the Senior Convertible Notes during 2021. During the year ended December 31, 2022, the fair value of the Senior Convertible Notes increased by $2.9 million. Of the adjustment, a decrease of $0.2 million resulted from instrument -specific -specific -specific Paycheck Protection Program Loan On April 21, 2020, we issued a promissory note in the principal aggregate amount of $2.2 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the CARES Act. The PPP Loan had a two -year Maturities of Debt Maturities of our debt as of December 31, 2022 are presented below. Year ending December 31: 2023 $ 13,200,000 2024 1,462,727 Aggregate maturities due 14,662,727 Original issue discount (2,000,000 ) Cumulative unrealized change in fair value 1,944,273 Total debt outstanding at fair value $ 14,607,000

Income Taxes

Income Taxes	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Income Taxes	Note 6 — Income Taxes Our effective tax rate was 0.00% and 0.50% for the nine months ended September -lived	Note 11 — Income Taxes The following table sets forth the expense or (benefit) for income taxes: Year Ended December 31, 2022 2021 Current income tax expense (benefit) U.S. federal $ (50,000 ) $ — U.S. state 2,827 4,300 Foreign 6,308 6,270 Total current income taxes (40,865 ) 10,570 Deferred income tax benefit U.S. federal $ (675,290 ) $ (2,274,295 ) U.S. state — — Total deferred income benefit (675,290 ) (2,274,295 ) Total income tax benefit $ (716,155 ) $ (2,263,725 ) The following table sets forth reconciliations of the income tax expense at the statutory federal income tax rate to actual expense based on our loss before income taxes: Year Ended December 31, 2022 2021 Income tax expense (benefit) attributable to: Federal $ (16,749,778 ) $ (6,692,267 ) State, net of federal benefit (853,392 ) (672,148 ) Foreign tax rate differential (11,543 ) (138,292 ) Permanent differences 472,270 (230,034 ) Goodwill impairment 9,172,756 2,658,665 Rate changes (992 ) 54,295 Changes in valuation allowance 7,501,917 3,361,603 Provision to return adjustment 62,788 273,489 Deferred true-ups (247,839 ) (928,743 ) Other adjustments (62,342 ) 49,707 Effective income tax expense (benefit) $ (716,155 ) $ (2,263,725 ) The following table sets forth our deferred income tax assets and liabilities: As of December 31, 2022 2021 Noncurrent deferred tax assets: Employee compensation $ 136,154 $ 820,410 Debt issuance costs 39,381 138,778 Revenue recognition 64,662 105,735 Settlement accrual 178,549 146,604 Fixed assets 774,936 242,006 Section 174 capitalization 1,121,311 — Federal and state net operating loss 13,860,338 10,673,908 Foreign net operating loss 4,641,293 4,904,857 Other 280,430 225,340 Total deferred tax assets $ 21,097,054 $ 17,257,638 As of December 31, 2022 2021 Noncurrent deferred tax liabilities: Intangible assets (1,713,666 ) (6,051,459 ) Total deferred tax liabilities $ (1,713,666 ) $ (6,051,459 ) Valuation allowance (19,383,388 ) (11,881,470 ) Deferred tax asset (liability), net after valuation allowance $ — $ (675,291 ) During the year ended December 31, 2022, valuation allowances on deferred tax assets that are not anticipated to be realized increased by $7.5 million, substantially all of which was recorded to deferred expense while an insignificant portion was recorded in final purchase accounting. During the year ended December 31, 2021, valuation allowances on deferred tax assets that were not anticipated to be realized increased by $3.6 million of which $0.2 million was recorded in purchase accounting and the remainder of $3.4 million was recorded to deferred expense. Our deferred tax valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax losses. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that the deferred tax assets will not be realized. We have evaluated the realizability of our deferred tax assets in each jurisdiction by assessing the adequacy of expected taxable income, including the reversal of existing temporary differences, historical and projected operating results, and the availability of prudent and feasible tax planning strategies. Based on this analysis, we have determined that the valuation allowances recorded as of December 31, 2022 and December 31, 2021 are appropriate. We have deferred tax assets related to U.S. federal tax and state tax carryforwards for net operating losses (“NOL”) in the amount of $58.9 million. The majority of U.S. federal NOL carryforwards are carried forward indefinitely. Federal NOLs generated after 2017 have an indefinite carryforward and are only available to offset 80 percent of taxable income beginning in 2021. U.S. state NOL carryforwards expire at various dates of which the majority begin to expire in 2039. We have deferred tax assets related to foreign NOL carryforwards, which begin to expire in 2034, in the amount of $17.5 million. We are not currently under examination for any of the major jurisdictions where we conduct business as of December 31, 2022; however, all of our tax years remain subject to examination. Our management does not believe there are significant uncertain tax positions in 2022 and as a result we do not expect any cash payments in the next 12 months; however, uncertain tax positions related to potential penalties in the amount of $30,000 was recorded in connection with business combinations during the year ended December 31, 2020. A reserve for potential penalties for $0.1 million that was established in 2021 was reversed in 2022 as a result of the Internal Revenue Service’s dismissal of the matters. There was no interest related to uncertain tax positions in 2022 or 2021. We paid less than $0.1 million for income taxes, net of refunds received, in certain state and national jurisdictions during each of the years ended December 31, 2022 and 2021, respectively. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA introduced new provisions including a 15% corporate alternative minimum tax for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three -tax-year

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 — Commitments and Contingencies Litigation On May 15 and May 23, 2023, Akerna and all its directors were named in two derivative lawsuits (McCaffrey v. Akerna et al. and Caller v. Akerna et al., Nos. 1:23 -cv-01213-PAB -cv-01300-KLM On January 13, 2023, Courier Plus Inc. d/b/a Dutchie (“Dutchie”) filed a complaint in the Court of Common Pleas, Dauphin County, Commonwealth of Pennsylvania against Akerna and MJF alleging unfair competition, tortious interference, and unjust enrichment with respect to MJF’s exclusive government contract with the Commonwealth of Pennsylvania. We filed a preliminary objection alleging serious defects, such as jurisdiction. The parties attended a hearing in July 2023. In October 2023, the courts dismissed the case but left some items available in the complaint for an appeal. Duthie has amended its complaint and filed again. We filed another preliminary objection to their amended complaint. Before and throughout this dispute, we have worked with the Commonwealth of Pennsylvania to ensure continued compliance with our contract. We intend to continue 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 the 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 claims 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 the court denied. 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 of $0.2 million in 2021 which remains outstanding as of September As of September 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 $1.2 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 which is management’s best estimate of the costs to exit the lease. As of September	Note 12 — Commitments and Contingencies Operating Leases During 2022, we began negotiations to terminate the 365 Cannabis office lease in Las Vegas, Nevada. We recorded an obligation and lease termination expense of $0.5 million which represents management’s best estimate of the costs to exit the lease. The lease termination expense is included within the General and administrative expense line item as presented in the consolidated statement of operations. In connection with the sale of 365 Cannabis, we agreed to assume the lease termination obligation. During 2021, we terminated our office lease in Toronto, Canada for a termination fee of approximately $1.0 million, which is included within the General and administrative expense line item on the consolidated statement of operations and was paid in full during the year ended December 31, 2021. In connection with the lease termination, we also wrote off certain assets, primarily leasehold improvements, and the resulting loss of $1.0 million was also recorded in the General and Administrative expense line item as presented in the consolidated statement of operations. Litigation On December 4, 2020, TechMagic USA LLC (“Tech Magic”) filed suit against our wholly -owned 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 December 31, 2022. On January 13, 2023, Courier Plus Inc. d/b/a Dutchie (“Dutchie”) filed a complaint in the Court of Common Please, Dauphin County, Pennsylvania against Akerna and MJF alleging unfair competition, tortious interference and unjust enrichment with respect to MJF’s exclusive contract with the State of Pennsylvania. We filed a preliminary objection alleging serious defects, such as jurisdiction, and we worked with the State of Pennsylvania to ensure compliance with our contract. We intend to defend our position vigorously and, at the is time, do not believe an estimate of potential loss, if any, is appropriate. As of December 31, 2022, and through the date these consolidated financial statements were issued, there were no other legal proceedings requiring recognition or disclosure in the consolidated financial statements. Other In connection with the Sale Transaction and the Merger, we have a commitment to compensate our financial advisor for up to 3 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 agreements and transaction success agreements that may result in the receipt by such executive officers 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 value of any accelerated vesting of our equity awards held by those officers.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 9 — Stockholders’ Deficit Common and Preferred Stock We have one single class of Common Stock of which 150,000,000 shares are authorized with a par value of $0.0001 per share. 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 authorized shares of preferred stock, $0.0001 par value per share, of which one share of special voting preferred stock (the “Special Voting Preferred Stock”) is issued and outstanding (see below). On June 14, 2023, we entered into a transaction for a private investment in our public equity (the “PIPE Investment”) whereby 1 million shares of Common Stock were issued to the investor at $0.50 per share for total cash proceeds of $0.5 million. The proceeds from the PIPE Investment were used to pay a termination fee and related expenses of $0.2 million to POSaBIT in connection with the termination of the MJF -Ample 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 During the nine months ended September 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 million of shares of our Common Stock through an “at the market” equity offering program (the “2021 ATM Program”). From its inception through September 23, 2022, a total of 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 million of shares of our Common Stock (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 less than $0.4 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 -affiliates -month -affiliates 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 -funded -funded -funded -funded -funded -funded -Funded -funded 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 up to 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 As of September 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 share of MTech’s common stock. 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 -for-1 Outstanding Warrants The following table summarizes our warrants outstanding as of the dates presented: Exercise Expiration Balance as of Issued Exercised Expired Balance as of 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Common Warrants (2) $ 0.37 6/29/2027 43,478,261 — — — 43,478,261 Underwriter Warrants (2) $ 0.37 6/29/2027 2,173,913 — — — 2,173,913 51,465,978 — — — 51,465,978 (1) (2)	Note 13 — Stockholders’ Equity (Deficit) Common and Preferred Stock We have one single class of Common Stock of which 150,000,000 We also have 5,000,000 authorized shares of preferred stock, $0.0001 par value per share, of which one share of special voting preferred stock (the “Special Voting Preferred Stock”) is issued and outstanding (see below). Convertible Redeemable Preferred Stock On October 4, 2022, we completed an offering 400,000 of shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and 100,000 -party On November 7, 2022, we held a special meeting of stockholders to consider an amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation (the “Charter”), to effect the Reverse Stock Split as determined by our Board of Directors. The holders of the Convertible Redeemable Preferred Stock agreed to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Convertible Redeemable Preferred Stock until the Reverse Stock Split, voted the shares of the Series A Preferred Stock purchased in the offering in favor of the Amendment and voted the shares of the Series B Preferred Stock purchased in the offering in a manner that “mirrored” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that did not vote), the Company’s Special Voting Preferred Stock (excluding any proportion of the Special Voting Preferred Stock that did not vote) and Series A Preferred Stock voted on the Reverse Stock Split. The Reverse Stock Split required the approval of the majority of the issued and outstanding shares entitled to vote on the matter. Because the Series B Preferred Stock was automatically and without further action of the holder voted in a manner that “mirrored” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that were not voted), the Company’s Special Voting Preferred Stock (excluding any proportion of the Special Voting Preferred Stock that was not voted) and Series A Preferred Stock voted on the Reverse Stock Split, abstentions by common stockholders did not have any effect on the votes cast by the holders of the Series B Preferred Stock. The Amendment was approved on November 7, 2022 and the Reverse Stock Split was effectuated at 12:01 a.m. Eastern Standard Time on November 8, 2022. The holders of all of the Convertible Redeemable Preferred Stock redeemed their shares for cash at 105 percent of the stated value, or $10.50 per share, of such shares on November 9, 2022. Accordingly, we directed the escrow agent to pay $5.25 million on November 10, 2022 to the holders from the escrow account established upon the date of the Convertible Redeemable Preferred Stock offering. The amounts paid over the offering price upon redemption are considered “deemed” dividends and reported as a reduction of Additional paid -in Special Voting Preferred Stock and Exchangeable Shares In connection with a prior transaction in which we acquired Ample in exchange for 3,294,574 million shares of exchangeable shares (the “Exchangeable Shares”), we issued a single share of our Special Voting Preferred Stock for the purpose of ensuring that each Exchangeable Share is substantially the economic and voting equivalent of 1/20 of a share of Akerna Common Stock and that each Exchangeable Share is exchangeable on a 20 -for-one During the year ended December 31, 2022, several Ample shareholders exchanged a total of 23,614 Exchangeable Shares with a value of $180,647 for 1,180 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 million of shares of our Common Stock through an “at the market” equity offering program (the “2021 ATM Program”). From its inception through September 23, 2022, a total of 118,629 On September 28, 2022, we entered into a new agreement with AGP pursuant to which we may offer and sell up to $20.0 million of shares of our Common Stock (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 -affiliates -month -affiliates 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 -funded -funded -funded -funded -funded -funded -Funded -funded five We granted the Underwriter a 45 -day -Funded -allotments -allotment -allotment -allotment five The Unit Offering closed on July 5, 2022 and we received net proceeds of approximately $9.2 million after deducting underwriting discounts and commissions and related expenses including legal and other professional fees. In connection with the Convertible Notes Amendment, a total of $7.0 million of the proceeds were deposited into the Restricted Accounts. We used the remaining net proceeds from the 2022 Unit Offering for general corporate purposes, including working capital, marketing, product development and capital expenditures. As of December 31, 2022, a total of 45,652,174 warrants exercisable for 2,282,609 -funded -In 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 share of MTech’s common stock. 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 the Private Warrants, respectively, at an exchange ratio of one -for-one Outstanding Warrants The following table summarizes our warrants outstanding as of the dates presented: Exercise Expiration Date Balance as of December 31, Issued Exercised Expired Balance as of December 31, 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Pre-funded Warrants (2) $ 0.002 6/29/2027 — 14,095,400 (14,095,400 ) — — Common Warrants (3) $ 4.60 6/29/2027 — 43,478,261 — — 43,478,261 Underwriter Warrants (3) $ 4.60 6/29/2027 — 2,173,913 — — 2,173,913 5,813,804 59,747,574 (14,095,400 ) — 51,465,978 (1) (2) -funded (3)

Stock-Based Compensation and Ot

Stock-Based Compensation and Other Benefit Plans	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation and Other Benefit Plans	Note 14 — Stock-Based Compensation and Other Benefit Plans On June 17, 2019, our stockholders considered and approved the 2019 Long Term Incentive Plan, or the Equity Incentive Plan, and reserved an initial 1,040,038 shares of Akerna Common Stock for issuance thereunder. In June 2020 and May 2022, our stockholders approved amendments to the Equity Incentive Plan increasing the number of shares authorized for issuance thereunder by 525,000 and 2,934,962, respectively. Subsequent to these amendments, the total number of shares authorized for issuance thereunder was 4,500,000 prior to the Reverse Stock Split. After giving effect to the Reverse Stock Split, the adjusted number of shares authorized for issuance was 225,000. As of December 31, 2022, there were 172,021 authorized shares remaining available for issuance. The Equity Incentive Plan is administered by the compensation committee of our Board of Directors and provides for the offering of awards to employees, officers, directors and consultants in the form of restricted stock, restricted stock units, or RSUs, options, stock appreciation rights, or SARs, and other stock -based -based four -based A summary of our unvested Restricted Shares and RSUs activity is presented in the table below: Restricted Shares Restricted Stock Units Total Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 3,215 38,151 41,366 $ 135.40 Granted — 22,382 22,382 81.00 Vested (1,528 ) (21,385 ) (22,913 ) 111.00 Forfeited (67 ) (4,959 ) (5,026 ) 90.20 Unvested as of December 31, 2021 1,620 34,189 35,809 $ 109.40 Granted — 14,146 14,146 13.54 Vested (1,286 ) (22,478 ) (23,764 ) 54.06 Forfeited — (14,771 ) (14,771 ) 112.41 Unvested as of December 31, 2022 334 11,086 11,420 $ 89.66 For the years ended December 31, 2022 and 2021, we recognized stock -based -based Employee Benefit Plan We have a 401(k) Plan (the “401(k) Plan”) to provide retirement benefits for our employees. Employees may contribute up to a portion of their annual compensation to the 401(k) Plan, limited to a maximum annual amount as updated annually by the Internal Revenue Service. We do not offer a match of employee contributions nor any discretionary contributions.

Fair Value

Fair Value	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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 by applying the fair value option. Under the fair value option, the financial liability is initially measured at its issue -date -specific For the Senior Convertible Notes, which 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 and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Fair value balance at beginning of period $ 9,265,000 $ 13,388,000 $ 14,607,000 $ 17,305,000 Principal payments in cash and Common Stock (1,500,000 ) — (7,929,457 ) (5,380,000 ) Change in fair value reported in the statements of operations (185,000 ) 1,113,000 863,457 2,840,000 Change in fair value reported in other comprehensive loss 3,000 (26,000 ) 42,000 (290,000 ) Fair value balance at end of period $ 7,583,000 $ 14,475,000 $ 7,583,000 $ 14,475,000 The estimated fair value of the Senior Convertible Notes was computed using Monte Carlo simulations, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined by GAAP. The unobservable inputs utilized for measuring the fair value of the Senior Convertible Notes reflect our assumptions about the assumptions that market participants would use in valuing the Senior Convertible Notes as of its issuance date and subsequent reporting periods. We estimated the fair value by using the following key inputs to the Monte Carlo Simulation Models: Fair Value Assumptions – Convertible Notes September 30, 2023 December 31, 2022 Face value principal payable $ 6,733,271 $ 14,662,727 Original conversion price $ 4.75 $ 4.75 Value of Common Stock $ 0.22 $ 0.69 Expected term (years) 1.0 1.8 Volatility 102 % 77 % Market yield 41.2 % 44.3 to 43.9 % Risk free rate 4.7 % 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 and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Fair value balance at beginning of period $ — $ 45,127 $ — $ 63,178 Change in fair value reported in the statements of operations — (33,845 ) — (51,896 ) Fair value balance at end of period $ — $ 11,282 $ — $ 11,282 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 Warrants, holders will receive a delivery of Akerna shares on a net or gross share basis per the terms of the Private Warrants and any exercise will reclassify the Private Warrants, at the time of exercise, to shareholder’s equity to reflect the equity transaction. There are no periodic settlements prior to the holder exercising the Private Warrants. There were no transfers in or out of Level 3 from other levels for the fair value hierarchy. The value of the private warrants was assessed to be zero as of September We estimated the fair value by using the following key inputs: Fair Value Assumptions – Private Warrants September 30, 2023 December 30, 2022 Number of Private Warrants 225,635 225,635 Original conversion price $ 230 $ 230.00 Value of Common Stock $ 0.605 $ 0.69 Expected term (years) 0.96 1.46 Volatility NM NM Risk free rate NM NM NM – Not meaningful. 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 Common and Underwriter Warrants July 5, 2022 Exercise price $ 4.60 Expected term (years) 5.0 Volatility 136.9 % We utilized a Black -Scholes-Merton	Note 15 — Fair Value Fair Value Measurement — Contingent Consideration In connection with our acquisition of 365 Cannabis in October 2021, the 365 Cannabis selling shareholders had the potential to earn contingent consideration payable in Common Stock or cash if certain revenue criteria were met. The fair value of the contingent consideration, or Earn -out -out -out We value contingent consideration using a probability -weighted Fair Value Option Election — Convertible Notes We elected to account for both the Senior Convertible Notes and the 2020 Notes by applying the fair value option. Under the fair value option, the financial liability is initially measured at its issue -date -specific income as a component of stockholders’ equity (deficit). The remaining estimated fair value adjustment is presented as a single line item within Other income (expense) in our consolidated statement of operations under the caption, Change in fair value of convertible notes. For the 2020 Notes and Senior Convertible Notes, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the periods presented: 2020 Notes Ending fair value balance – December 31, 2020 $ 13,398,000 Principal payments in cash and Common Stock (15,172,727 ) Change in fair value reported in the statements of operations 2,030,904 Change in fair value reported in other comprehensive income (70,000 ) Gain on extinguishment of debt reported in the statement of operations (186,177 ) Ending fair value balance – October 5, 2021 $ — For the Senior Secured Notes, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from October 5, 2021 to December 31, 2022: Senior Convertible Notes Beginning fair value balance on October 5, 2021 $ 18,000,000 Principal payments in cash and Common Stock — Change in fair value reported in the statements of operations (665,000 ) Change in fair value reported in other comprehensive income (30,000 ) Ending fair value balance – December 31, 2021 $ 17,305,000 Principal payments in cash and Common Stock (5,337,273 ) Change in fair value reported in the statements of operations 2,884,273 Change in fair value reported in other comprehensive income (245,000 ) Ending fair value balance – December 31, 2022 $ 14,607,000 The estimated fair value of the Senior Convertible Notes and the 2020 Notes were computed using Monte Carlo simulations, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined by GAAP. The unobservable inputs utilized for measuring the fair value of the Senior Convertible Notes and the 2020 Notes reflect our assumptions about the assumptions that market participants would use in valuing the Senior Convertible Notes and 2020 Notes as of the issuance date and subsequent reporting periods. We determined the fair value of the Senior Convertible Notes by using the following key inputs to the Monte Carlo Simulation Model: As of December 31, Fair Value Assumptions – Senior Convertible Notes 2022 2021 Face value principal payable $ 14,662,727 $ 20,000,000 Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings $ 4.75 $ 4.05 Value of Common Stock on measurement date $ 0.69 $ 1.75 Expected term (years) 1.8 2.8 Volatility 77 % 75 % Market yield (range) 44.3 to 43.9 % 37.1 to 0 % Risk free rate 4.4 % 1.0 % 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 consolidated balance sheets and measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the years ended December 31, 2022 and December 31, 2021: Year Ended December 31, 2022 2021 Fair value balance at beginning of period $ 63,178 $ 311,376 Change in fair value reported in the statements of operations (63,178 ) (248,198 ) Fair value balance at end of period $ — $ 63,178 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 2019 Public 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 Warrants, holders will receive a delivery of Akerna shares on a net or gross share basis per the terms of the Private Warrants and any exercise will reclassify the Private Warrants, at the time of exercise, to stockholders’ equity to reflect the equity transaction. There are no periodic settlements prior to the holder exercising the Private Warrants. There were no transfers in or out of Level 3 from other levels for the fair value hierarchy. We estimated the fair value by using the following key inputs: As of December 31, Fair Value Assumptions – Private Warrants 2022 2021 Number of Private Warrants 225,635 225,635 Exercise price, as adjusted for the Reverse Stock Split $ 230.00 $ 230.00 Value of Common Stock on measurement date $ 0.69 $ 1.75 Expected term (years) 1.46 2.46 Volatility NM 85.8 % Risk free rate NM 0.8 % Fair Value Measurement — 2022 Unit Offering Common and Underwriter Warrants The fair value of the Common Warrants and Underwriter Warrants issued in connection with the 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 Common and Underwriter Warrants July 5, Exercise price as adjusted for the Reverse Stock Split $ 4.60 Expected term (years) 5.0 Volatility 136.9 % We utilized a Black -Scholes-Merton

Earning per share

Earning per share	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Loss Per Share [Abstract]
Earning per share	Note 11 — Earning per Share During the three and nine months ended September 30, 2023 and 2022, we used the two -class -class -class Diluted net loss per common share is calculated under the two -class -converted -class -converted -dilutive The weighted -average -dilutive Nine Months Ended 2023 2022 Shares issuable upon exchange of Exchangeable Shares 12,476 14,284 Shares of common stock issuable upon conversion of convertible notes 13,466,543 2,354,268 Warrants 2019 Public Warrants 290,690 290,690 2022 Unit Offering – Common Warrants 2,173,913 2,173,913 2022 Unit Offering – Underwriter Warrants 108,696 108,696 Unvested restricted stock units 6,498 730 Unvested restricted stock awards — 334 Total 16,058,816 4,942,916	Note 16 — Loss Per Share During the year ended December 31, 2022, we used the “two -class -class -class Diluted net loss per common share is calculated under the two -class -converted -class -converted -dilutive The weighted -average -dilutive Year Ended December 31, 2022 2021 Shares issuable upon exchange of Exchangeable Shares 14,284 15,465 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 11,086 34,189 Unvested restricted stock awards 334 1,620 Shares of common stock issuable upon conversion of convertible notes 3,086,890 624,220 Total 5,685,893 966,184

Discontinued Operations

Discontinued Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Discontinued Operations [Abstract]
Discontinued Operations	Note 12 — Discontinued Operations During the quarter ended December 31, 2022, we committed to a strategic shift in our business strategy for 2023 and beyond including the sale of 365 Cannabis and LCA, or the Discontinued Group. Subsequent to the sales of 365 Cannabis and LCA that were completed in January 2023, we have no future involvement or relationships with these businesses. As a result of these actions, the assets and liabilities and results of operations of the Discontinued Group have been classified as held for sale and discontinued operations, respectively, for all periods presented. The following table presents the major classes of assets and liabilities of the Discontinued Group: As of As of 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 Nine Months Ended 2023 2022 2023 2022 Revenue $ — $ 2,348,423 $ 214,346 $ 7,650,389 Cost of revenue — 575,076 10,119 1,916,454 Gross profit — 1,773,347 204,227 5,733,935 Product development — 414,948 117,500 1,290,618 Sales and marketing — 928,221 171,753 3,319428 General and administrative — (3,006,140 ) 4,032 (2,596,946 ) Depreciation and amortization — 567,259 24,507 1,619,478 Impairment of long-lived assets — — — 9,037,642 Other expense (income), net — (849 ) 1,833 (304,526 ) Gain (loss) from discontinued operations before income taxes — 2,869,908 (115,398 ) (7,240,811 ) Income tax benefit — — — — Gain (loss) from discontinued operations, net of tax — 2,869,908 (115,398 ) (7,240,811 ) Gain on sale of discontinued operations, net of tax — — 212,601 — Net gain (loss) from discontinued operations, net of tax $ — $ 2,869,908 $ 97,203 $ (7,720,811 ) The impairment of long -lived -out -cash	Note 17 — Discontinued Operations During the quarter ended December 31, 2022, we committed to a strategic shift in our business strategy for 2023 and beyond including the sale of 365 Cannabis and LCA, or the Discontinued Group. Subsequent to the sales of 365 Cannabis and LCA that were completed in January 2023, we will have no future involvement or relationships with these businesses. As a result of these actions, the assets and liabilities and results of operations of the Discontinued Group have been classified as held for sale and discontinued operations, respectively, for all periods presented. The following table presents the major classes of assets and liabilities of the Discontinued Group: As of December 31, 2022 2021 Cash and restricted cash $ 305,500 $ 1,354,899 Accounts receivable, net 112,444 530,086 Prepaid expenses & other current assets 578,393 258,042 Fixed assets 63,764 87,123 Capitalized software, net 828,555 371,023 Intangible assets, net 3,241,372 15,056,111 Goodwill — 14,098,384 Other noncurrent assets — 9,700 Total assets $ 5,130,028 $ 31,765,368 Accounts payable, accrued expenses and other current liabilities $ 1,034,426 $ 677,747 Deferred revenue 994,713 2,672,019 Deferred revenue, noncurrent 217,083 336,773 Total liabilities $ 2,246,222 $ 3,686,539 Current assets held for sale $ 5,130,028 $ 2,143,027 Noncurrent assets held for sale — 29,622,341 Total assets held for sale $ 5,130,028 $ 31,765,368 Current liabilities held for sale $ 2,246,222 $ 3,349,766 Noncurrent liabilities held for sale — 336,773 Total liabilities held for sale $ 2,246,222 $ 3,686,539 The following table summarizes the results of operations of the Discontinued Group: Year Ended December 31, 2022 2021 Revenue $ 9,453,309 $ 3,057,877 Cost of revenue 2,418,322 685,603 Gross profit 7,034,987 2,372,274 Research and development 1,807,068 379,943 Sales and marketing 4,166,545 1,399,908 General and administrative 472,479 248,578 Depreciation and amortization 2,212,438 560,599 Impairment of long-lived assets 22,811,310 29,196 Changes in fair value of contingent consideration (4,016,194 ) — Interest expense 596 794 Loss from discontinued operations before income taxes (20,419,255 ) (246,744 ) Income tax benefit (12,919 ) (1,500 ) Net loss from discontinued operations, net of tax $ (20,432,174 ) $ (248,244 ) The $22.8 million impairments of long -lived -lived -cash

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation Our accompanying condensed consolidated financial statements include the accounts of Akerna and our wholly -owned	Principles of Consolidation Our accompanying consolidated financial statements include the accounts of Akerna, our wholly -owned
Use of Estimates	Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Our most significant estimates and assumptions are related to the valuation of acquisition -related -lived	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 -based -lived
Foreign Currency		Foreign Currency The functional currency of the Company’s non -U -monetary
Cash and Cash Equivalents		Cash and Cash Equivalents We consider liquid instruments purchased with an original maturity of three months or less to be cash equivalents. We continually monitor our positions with, and the credit quality of, the financial institutions with which we invest. As of the balance sheet date, and periodically throughout the year, we have maintained balances in various operating accounts in excess of federally insured limits.
Restricted Cash		Restricted Cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and is presented separately from cash and cash equivalents on our consolidated balance sheets.
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. Receivables are written -off	Accounts Receivable, Net We maintain an allowance for doubtful accounts equal to the estimated uncollectible amounts based on our historical collection experience and review of the current status of trade accounts receivable. Accounts receivable are written -off
Property and Equipment		Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized. Repairs and maintenance costs are expensed as incurred. Depreciation is provided over the estimated useful lives of the related assets using the straight -line
Investment		Investment Until its redemption in December 2022, we held an equity security in ZolTrain. For periods prior to the quarter ended September 30, 2021, we had determined we could exert significant influence over ZolTrain’s operations through voting rights and representation on its board of directors and we accounted for our investment in ZolTrain using the equity method of accounting, recording our share in the investee’s earnings and losses in the consolidated statement of operations. Upon losing board representation during quarter ended September 30, 2021, we suspended the equity method of accounting and measured the investment at cost less impairment, plus or minus changes resulting from observable price changes, including its ultimate redemption at a loss in December 2022, which were recorded in Other (expense) income, in our consolidated statements of operations (see Note 7).
Software Development Costs		Software Development Costs Costs incurred during the application development stage of a newly developed application and costs we incur to enhance our existing platforms that meet certain criteria are subject to capitalization and subsequent amortization. Our software product development costs are primarily comprised of personnel costs such as payroll and benefits, vendor costs, and other costs directly attributable to the project. We capitalize costs only during the development phase. Any costs in connection to planning, design, and maintenance subsequent to release are expensed as incurred. We amortize software development costs over the expected useful life of the specific application, generally 2 -5
Intangible Assets		Intangible Assets Intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of our intangible assets when events or changes in circumstances indicate an adjustment to the remaining amortization may be needed. We similarly evaluate the recoverability of these assets upon events or changes in circumstances indicate a potential impairment (see Note 8). Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.
Goodwill Impairment Assessment		Goodwill Impairment Assessment Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually on October 31, and whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired (see Note 8). Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill. We have the option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary.
Fair Value of Financial Instruments		Fair Value of Financial Instruments GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, we are required to classify certain assets and liabilities based on the fair value hierarchy, which groups fair value -measured • • • The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of financial instruments such as accounts receivable, accounts payable and accrued liabilities approximate fair value based on their short maturities.
Fair Value Option		Fair Value Option The fair value option provides an election that allows an entity to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument -by-instrument The convertible notes accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from the debt -host -date -specific -specific
Warrants		Warrants We evaluate warrants that we may issue from time to time under a two -step 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
Revenue Recognition		Revenue Recognition We recognize revenue when a customer obtains the benefit of promised services, in an amount that reflects the consideration that we expect to be entitled to receive in exchange for those services. In determining the amount of revenue to be recognized, we perform the following steps: (i) identification of the contract with a customer; (ii) identification of the promised services in the contract and determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Software Revenue. ® ® -year ® -year ® -line -year We include service level commitments to customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if those levels are not met. In addition, customer contracts often include: specific obligations that require us to maintain the availability of the customer’s data through the service and that customer content is secured against unauthorized access or loss, and indemnity provisions whereby we indemnify customers from third -party Consulting Revenue. -application -operational -price Other Revenue. -of-sale -recurring -shipped Cost of Revenue. Unbilled Receivables. Deferred Revenue. -month
Legal and Other Contingencies		Legal and Other Contingencies From time to time, we may be a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims. We investigate these claims as they arise and will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.
Stock-Based Compensation		Stock-Based Compensation We measured stock -based -based -line -based
Income Taxes		Income Taxes Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of other assets and liabilities. We provide for income taxes at the current and future enacted tax rates and laws applicable in each taxing jurisdiction. We use a two -step We recognize deferred tax assets to the extent that its assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of its net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of December 31, 2022 and 2021, management has applied a valuation allowance to deferred tax assets when it is determined that the benefit from the deferred tax asset will not be able to be utilized in a future period.
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 (“CODM”), our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level. In the following table, we disclose the combined gross balance of our fixed assets, capitalized software, and intangible assets by geographical location: As of As of Long-lived assets: United States $ 27,425 $ 48,879 Canada 2,909,966 4,527,581 Total $ 2,937,391 $ 4,576,460	Segments We operate our business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated by the chief operating decision maker (“CODM”), our Chief Executive Officer, for purposes of allocating resources and assessing financial performance. Our CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level.
Discontinued Operations		Discontinued Operations In accordance with GAAP, we assess our business units that we may, from time to time, consider for disposal by sale or means (i.e., abandonment). Those business units, which may be in the form of legal entities, divisions, product lines or asset and liability groups, among others, for which cash flows can be reasonably identified, that meet certain criteria are considered discontinued operations. Accordingly, their results of operations are presented in our statements of operations as “discontinued operations” and their associated assets and liabilities are considered “held for sale” or “discontinued,” as appropriate on our consolidated balance sheets.
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 incremental issuances of Common Stock as described below, no other subsequent events have occurred that would require recognition in our condensed consolidated financial statements or disclosure in the notes thereto. From October	Subsequent Events Management has evaluated all of our activities through the issuance date of our consolidated financial statements and has concluded that, with the exception of (i) the completion of the sales of 365 Cannabis and LCA in January 2023, (ii) the commitment to the Sale Transaction, (iii) the commitment to the Merger and the signing of the Exchange Agreements, as disclosed in Note 1, no other subsequent events have occurred that would require recognition and disclosure in our consolidated financial statements or disclosure in the notes thereto.
Adoption of Recent Accounting Pronouncements	Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016 -13 Measurement of Credit Losses on Financial Instruments -13 -13 -13 -13	Adoption of Recent Accounting Pronouncements The FASB issued ASU No. 2016 -02 Leases -02 Leases -of-use -of-use The FASB issued ASU No. 2020 -01 Clarifying the Interaction between Topic 321, Topic 323, and Topic 815 -01 -01 The FASB issued ASU No. 2021 -04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -04 -classified -04
Recent Accounting Pronouncements Pending Adoption		Recent Accounting Pronouncements Pending Adoption The FASB issued ASU No. 2016 -13 Measurement of Credit Losses on Financial Instruments -13 -13 on historical information, current conditions, and reasonable and supportable forecasts. ASU 2016 -13 -13 The FABS issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -06 -06 -converted -classified -based -06 -06 The FASB issued ASU No. 2021 -08 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 Revenue from Contracts with Customers -08
Going Concern and Management’s Liquidity Plans	Going Concern and Management ’ s Liquidity Plans 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 s Ability to Continue as Going Concern -15 regarding implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable that such implementations can be achieved and we have the proper authority to execute them within one year from the date the condensed consolidated financial statements are issued. 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 our inception in 2019 we have incurred recurring losses from operations, used cash from operating activities, and relied on capital raising transactions to continue ongoing operations. As of September -day -NSE As described in Note 1, we have committed to the Sale Transaction to complete our intended exit from the SaaS industry and to the Merger as the most favorable strategic alternative for our stockholders. There can be no assurance that we will be successful in executing and completing the 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 year from the date of issuance of our consolidated financial statements. Accordingly, if we are unable to execute our plans within the timeframe described above, we may have to reduce or otherwise curtail our continuing operations which could significantly and adversely affect our results of operations or we may determine to dissolve and liquidate our assets. If we fail to meet the financial covenants of the Senior Convertible Notes and cannot obtain a waiver from such provisions or otherwise come to an agreement with the Holders of the 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 condensed 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 -X 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 -K
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 nine months ended September none
Warrants	Warrants We evaluate warrants that we may issue from time to time under a two -step -in

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Schedule of Intangible Assets by Geographical Location	In the following table, we disclose the combined gross balance of our fixed assets, capitalized software, and intangible assets by geographical location: As of As of Long-lived assets: United States $ 27,425 $ 48,879 Canada 2,909,966 4,527,581 Total $ 2,937,391 $ 4,576,460

Significant Transactions (Table

Significant Transactions (Tables)	12 Months Ended
	Dec. 31, 2022
Significant Transactions (Tables) [Line Items]
Schedule of Fair Value of the Consideration Transferred	On April 1, 2021, we completed the acquisition of Viridian, a cannabis business management software provider that is built on SAP Business One. We acquired Viridian in exchange for 51,550 Shares issued $ 6,186 Contingent consideration 2 Total fair value of consideration transferred $ 6,188
Schedule of Fair Values of Assets Acquired and Liabilities	The presentation below reflects our final purchase price allocation, summarizing the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts receivable $ 556 Prepaid expenses and other current assets 148 Capitalized software 423 Acquired technology 470 Customer relationships 820 Acquired trade name 20 Goodwill 5,408 Accounts payable and accrued expenses (350 ) Deferred tax liabilities (307 ) Deferred revenue (1,000 ) Net assets acquired $ 6,188
365 Cannabis [Member]
Significant Transactions (Tables) [Line Items]
Schedule of Fair Value of the Consideration Transferred	The fair value of the consideration transferred as of the date of acquisition is reflected in the table below (in thousands): Shares issued $ 11,060 Cash 4,982 Contingent consideration 6,300 Total fair value of consideration transferred $ 22,342
Schedule of Fair Values of Assets Acquired and Liabilities	The presentation below reflects our final purchase price allocation, summarizing the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 527 Accounts receivable 486 Prepaid expenses and other current asset 261 Fixed Assets 93 Non-compete agreement 80 Acquired technology 1,040 Customer relationships 13,810 Acquired trade name 270 Goodwill 12,489 Accounts payable and accrued expenses (2,588 ) Deferred tax liabilities (826 ) Deferred revenue (3,300 ) Net assets acquired $ 22,342

Revenue and Contracts with Cu_2

Revenue and Contracts with Customers (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Summarizes Revenue Disaggregation	The following tables summarizes our revenue disaggregation by customer type and geographic region for the following periods: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Government $ 627,803 $ 638,641 $ 1,943,195 $ 2,636,263 Non-government 1,454,750 2,425,738 5,029,914 8,162,872 $ 2,082,553 $ 3, 064,379 $ 6,973,109 $ 10,799,135 Three Months Ended Nine Months Ended 2023 2022 2023 2022 United States $ 1,595,271 $ 2,295,362 $ 5,305,703 $ 267,468 Canada 487,282 769,017 1,667,406 2,531,667 $ 2,082,553 $ 3,064,379 $ 6,973,109 $ 10,799,135	The following tables summarize revenue disaggregation by product for the following periods: Year Ended December 31, 2022 2021 Government $ 2,945,946 $ 3,258,158 Non-government 10,699,084 14,368,939 $ 13,645,030 $ 17,627,097
Schedule of Revenue and Contracts with Customers		Year Ended December 31, 2022 2021 United States $ 10,458,169 $ 13,408,624 Canada 3,186,861 4,218,473 $ 13,645,030 $ 17,627,097
Schedule of Allowance for Doubtful Accounts		The allowance for doubtful accounts consists of the following activity: Year Ended December 31, 2022 2021 Allowance for doubtful accounts, balance at beginning of period $ 315,985 $ 153,485 Bad debt expense 539,801 550,521 Write-off uncollectable accounts (502,307 ) (388,021 ) Allowance for doubtful accounts, balance at end of period $ 353,479 $ 315,985
Schedule of Summarizes Deferred Revenue Activity		The following table summarizes deferred revenue activity for the year ended December 31, 2022: As of January 1, Net Revenue As of December 31, Deferred revenue $ 1,117,703 5,446,403 5,833,533 $ 730,573
Schedule of Summarizes Deferred Contract Cost Activity	The following table summarizes deferred contract cost activity for the nine months ended September As of December 31, 2022 Additions Amortized costs As of September 30, 2023 Deferred contract costs $ 36,465 — (36,465 ) $ —	The following table summarizes deferred contract cost activity for the year ended December 31, 2022: As of Additions Amortized (1) As of Deferred contract costs $ 142,930 124,690 231,155 $ 36,465 (1)
Schedule of Deferred Revenue Activity	The following table summarizes deferred revenue activity for the nine months ended September 30, 2023: As of December 31, 2022 Net additions Revenue recognized As of September 30, 2023 Deferred revenue $ 730,573 4,719,118 (4,979,817 ) $ 469,874

Fixed Assets, Net (Tables)

Fixed Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Fixed Assets, Net [Abstract]
Schedule of Fixed Assets	Fixed assets consisted of the following: As of December 31, 2022 2021 Furniture and computer equipment $ 185,308 $ 155,741 Less: accumulated depreciation (136,429 ) (89,713 ) Fixed assets, net $ 48,879 $ 66,028

Intangible Assets, net and Go_2

Intangible Assets, net and Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets as of December 31, 2022, all of which after impairments are attributable to Ample, consist of the following: Weighted amortization Gross amount Accumulated amortization Impairment Net carrying amount Acquired developed technology 0.50 $ 5,978,080 $ (3,480,769 ) $ (2,375,645 ) $ 121,666 Acquired trade names 0.52 566,920 (365,627 ) (158,237 ) 43,056 Customer relationships 12.50 3,440,000 (763,500 ) (676,500 ) 2,000,000 Total intangible assets $ 9,985,000 $ (4,609,896 ) $ (3,210,382 ) $ 2,164,722 Capitalized software – In-service 1.17 12,038,149 (8,452,649 ) (2,930,944 ) 654,556 Capitalized software – Work in progress N/A 1,689,976 — (1,689,976 ) — Total capitalized software 13,728,125 (8,452,649 ) (4,620,920 ) 654,556 Total finite-lived intangible assets $ 23,713,125 $ (13,062,545 ) $ (7,831,302 ) $ 2,819,278 Weighted average remaining amortization period Gross Accumulated amortization Impairment Net amount Acquired developed technology 3.35 $ 5,978,080 $ (2,703,157 ) $ — $ 3,274,923 Acquired trade names 3.09 566,920 (234,160 ) — 332,760 Customer relationships 10.18 3,440,000 (494,000 ) — 2,946,000 Total intangible assets $ 9,985,000 $ (3,431,317 ) $ — $ 6,553,683 Capitalized software – In-service 2.02 8,738,801 (4,388,524 ) — 4,350,277 Capitalized software – Work in progress N/A 2,886,859 — (296,483 ) 2,590,376 Total capitalized software 11,625,660 (4,388,524 ) (296,483 ) 6,940,653 Total finite-lived intangible $ 21,610,660 $ (7,819,841 ) $ (296,483 ) $ 13,494,336
Schedule of Amortization Expense Relating to Intangible Assets	As of December 31, 2022, expected amortization expense relating to intangible assets and capitalized software for each of the next five years is as follows: Intangible Capitalized 2023 $ 324,722 $ 542,479 2024 160,000 112,077 2025 160,000 — 2026 160,000 — 2027 160,000 — Thereafter 1,200,000 — Total $ 2,164,722 $ 654,556
Schedule of Changes in the Carrying Amount of Goodwill	The following table reflects the changes in the carrying amount of goodwill: Balance as of December 31, 2020 $ 41,789,527 Additions due to acquisition of Viridian 5,408,884 Impairment (14,354,114 ) Balance as of December 31, 2021 $ 32,844,297 Impairment (31,135,994 ) Balance as of December 31, 2022 $ 1,708,303

Supplemental Balance Sheet Di_2

Supplemental Balance Sheet Disclosures (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Supplemental Balance Sheet Disclosures [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following as of the dates presented: September 30, December 31, Unbilled receivables $ 503,029 $ 544,212 Software and technology 58,254 168,792 Insurance 85,323 224,785 Professional services, dues and subscriptions 39,069 183,614 Deferred contract costs — 36,465 Other 83,874 51,755 Total $ 769,549 $ 1,209,623	Prepaid expenses and other current assets consisted of the following: As of December 31, 2022 2021 Software and technology $ 168,792 $ 643,387 Professional services, dues and subscriptions 183,614 537,237 Insurance 224,785 264,097 Deferred contract costs 36,465 142,930 Unbilled receivable 544,212 505,203 Other 51,755 32,868 Total prepaid expenses and other current assets $ 1,209,623 $ 2,125,722
Schedule of Accounts Payable, Accrued Expenses, and Other Current Liabilities	Accounts payable, accrued expenses, and other accrued liabilities consisted of the following as of the dates presented: September 30, December 31, Accounts payable $ 1,704,762 $ 1,510,287 Settlements and legal 928,715 950,213 Contractors 434,289 562,993 Compensation 439,617 368,440 Sales taxes 164,473 219,285 Professional fees 185,077 155,161 Interest and other 469,884 660,040 Total $ 4,326,727 $ 4,426,419	Accounts payable, accrued expenses and other current liabilities consisted of the following: As of December 31, 2022 2021 Accounts payable $ 1,510,287 $ 1,716,705 Professional fees 155,161 280,818 Sales taxes 219,285 108,854 Compensation 368,440 1,656,158 Contractors 562,993 646,996 Settlements and legal 950,213 681,045 Interest and other 660,040 295,197 Total accounts payable, accrued expenses and other current liabilities $ 4,426,419 $ 5,385,773

Long Term Debt (Tables)

Long Term Debt (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Long Term Debt [Abstract]
Schedule of Long-Term Debt	Long -term September 30, 2023 December 31, 2022 Total long-term debt $ 7,733,271 $ 14,607,000 Less: Current portion (7,733,271 ) (13,200,000 ) Noncurrent portion $ — $ 1,407,000	Long -term As of December 31, 2022 2021 Senior Convertible Notes (at fair value) $ 14,607,000 $ 17,305,000 Less: current maturities (13,200,000 ) (13,200,000 ) Total long-term debt, less current portion $ 1,407,000 $ 4,105,000
Schedule of Maturities of Outstanding Long-Term Debt Obligations		Maturities of our debt as of December 31, 2022 are presented below. Year ending December 31: 2023 $ 13,200,000 2024 1,462,727 Aggregate maturities due 14,662,727 Original issue discount (2,000,000 ) Cumulative unrealized change in fair value 1,944,273 Total debt outstanding at fair value $ 14,607,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Schedule of Expense or (Benefit) for Income Taxes	The following table sets forth the expense or (benefit) for income taxes: Year Ended December 31, 2022 2021 Current income tax expense (benefit) U.S. federal $ (50,000 ) $ — U.S. state 2,827 4,300 Foreign 6,308 6,270 Total current income taxes (40,865 ) 10,570 Deferred income tax benefit U.S. federal $ (675,290 ) $ (2,274,295 ) U.S. state — — Total deferred income benefit (675,290 ) (2,274,295 ) Total income tax benefit $ (716,155 ) $ (2,263,725 )
Schedule of Statutory Federal Income Tax Rate to Actual Rates Based on Income or Loss Before Income Taxes	The following table sets forth reconciliations of the income tax expense at the statutory federal income tax rate to actual expense based on our loss before income taxes: Year Ended December 31, 2022 2021 Income tax expense (benefit) attributable to: Federal $ (16,749,778 ) $ (6,692,267 ) State, net of federal benefit (853,392 ) (672,148 ) Foreign tax rate differential (11,543 ) (138,292 ) Permanent differences 472,270 (230,034 ) Goodwill impairment 9,172,756 2,658,665 Rate changes (992 ) 54,295 Changes in valuation allowance 7,501,917 3,361,603 Provision to return adjustment 62,788 273,489 Deferred true-ups (247,839 ) (928,743 ) Other adjustments (62,342 ) 49,707 Effective income tax expense (benefit) $ (716,155 ) $ (2,263,725 )
Schedule of Noncurrent Deferred Tax Assets	The following table sets forth our deferred income tax assets and liabilities: As of December 31, 2022 2021 Noncurrent deferred tax assets: Employee compensation $ 136,154 $ 820,410 Debt issuance costs 39,381 138,778 Revenue recognition 64,662 105,735 Settlement accrual 178,549 146,604 Fixed assets 774,936 242,006 Section 174 capitalization 1,121,311 — Federal and state net operating loss 13,860,338 10,673,908 Foreign net operating loss 4,641,293 4,904,857 Other 280,430 225,340 Total deferred tax assets $ 21,097,054 $ 17,257,638 As of December 31, 2022 2021 Noncurrent deferred tax liabilities: Intangible assets (1,713,666 ) (6,051,459 ) Total deferred tax liabilities $ (1,713,666 ) $ (6,051,459 ) Valuation allowance (19,383,388 ) (11,881,470 ) Deferred tax asset (liability), net after valuation allowance $ — $ (675,291 )

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of Stock Warrants		The following table summarizes our warrants outstanding as of the dates presented: Exercise Expiration Date Balance as of December 31, Issued Exercised Expired Balance as of December 31, 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Pre-funded Warrants (2) $ 0.002 6/29/2027 — 14,095,400 (14,095,400 ) — — Common Warrants (3) $ 4.60 6/29/2027 — 43,478,261 — — 43,478,261 Underwriter Warrants (3) $ 4.60 6/29/2027 — 2,173,913 — — 2,173,913 5,813,804 59,747,574 (14,095,400 ) — 51,465,978 (1) (2) -funded (3)
Schedule of Warrants Outstanding	The following table summarizes our warrants outstanding as of the dates presented: Exercise Expiration Balance as of Issued Exercised Expired Balance as of 2019 Public Warrants (1) $ 230.00 6/19/2024 5,813,804 — — — 5,813,804 2022 Unit Offering Common Warrants (2) $ 0.37 6/29/2027 43,478,261 — — — 43,478,261 Underwriter Warrants (2) $ 0.37 6/29/2027 2,173,913 — — — 2,173,913 51,465,978 — — — 51,465,978 (1) (2)

Stock-Based Compensation and _2

Stock-Based Compensation and Other Benefit Plans (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of Unvested Restricted Shares and RSUs Activity	A summary of our unvested Restricted Shares and RSUs activity is presented in the table below: Restricted Shares Restricted Stock Units Total Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 3,215 38,151 41,366 $ 135.40 Granted — 22,382 22,382 81.00 Vested (1,528 ) (21,385 ) (22,913 ) 111.00 Forfeited (67 ) (4,959 ) (5,026 ) 90.20 Unvested as of December 31, 2021 1,620 34,189 35,809 $ 109.40 Granted — 14,146 14,146 13.54 Vested (1,286 ) (22,478 ) (23,764 ) 54.06 Forfeited — (14,771 ) (14,771 ) 112.41 Unvested as of December 31, 2022 334 11,086 11,420 $ 89.66

Fair Value (Tables)

Fair Value (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value (Tables) [Line Items]
Schedule of Fair Value by Using Key Inputs	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 and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Fair value balance at beginning of period $ — $ 45,127 $ — $ 63,178 Change in fair value reported in the statements of operations — (33,845 ) — (51,896 ) Fair value balance at end of period $ — $ 11,282 $ — $ 11,282
Schedule of Reconciliation of Fair Values	For the Senior Convertible Notes, which 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 and nine months ended September 30, 2023 and September 30, 2022: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Fair value balance at beginning of period $ 9,265,000 $ 13,388,000 $ 14,607,000 $ 17,305,000 Principal payments in cash and Common Stock (1,500,000 ) — (7,929,457 ) (5,380,000 ) Change in fair value reported in the statements of operations (185,000 ) 1,113,000 863,457 2,840,000 Change in fair value reported in other comprehensive loss 3,000 (26,000 ) 42,000 (290,000 ) Fair value balance at end of period $ 7,583,000 $ 14,475,000 $ 7,583,000 $ 14,475,000
Senior Secured Convertible Notes [Member]
Fair Value (Tables) [Line Items]
Schedule of Reconciliation of Fair Values		For the 2020 Notes and Senior Convertible Notes, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the periods presented: 2020 Notes Ending fair value balance – December 31, 2020 $ 13,398,000 Principal payments in cash and Common Stock (15,172,727 ) Change in fair value reported in the statements of operations 2,030,904 Change in fair value reported in other comprehensive income (70,000 ) Gain on extinguishment of debt reported in the statement of operations (186,177 ) Ending fair value balance – October 5, 2021 $ —
Senior Convertible Notes [Member]
Fair Value (Tables) [Line Items]
Schedule of Reconciliation of Fair Values		For the Senior Secured Notes, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from October 5, 2021 to December 31, 2022: Senior Convertible Notes Beginning fair value balance on October 5, 2021 $ 18,000,000 Principal payments in cash and Common Stock — Change in fair value reported in the statements of operations (665,000 ) Change in fair value reported in other comprehensive income (30,000 ) Ending fair value balance – December 31, 2021 $ 17,305,000 Principal payments in cash and Common Stock (5,337,273 ) Change in fair value reported in the statements of operations 2,884,273 Change in fair value reported in other comprehensive income (245,000 ) Ending fair value balance – December 31, 2022 $ 14,607,000
Schedule of Fair Value by Using Key Inputs		We determined the fair value of the Senior Convertible Notes by using the following key inputs to the Monte Carlo Simulation Model: As of December 31, Fair Value Assumptions – Senior Convertible Notes 2022 2021 Face value principal payable $ 14,662,727 $ 20,000,000 Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings $ 4.75 $ 4.05 Value of Common Stock on measurement date $ 0.69 $ 1.75 Expected term (years) 1.8 2.8 Volatility 77 % 75 % Market yield (range) 44.3 to 43.9 % 37.1 to 0 % Risk free rate 4.4 % 1.0 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024
Private Warrants [Member]
Fair Value (Tables) [Line Items]
Schedule of Reconciliation of Fair Values		We estimated the fair value by using the following key inputs: As of December 31, Fair Value Assumptions – Private Warrants 2022 2021 Number of Private Warrants 225,635 225,635 Exercise price, as adjusted for the Reverse Stock Split $ 230.00 $ 230.00 Value of Common Stock on measurement date $ 0.69 $ 1.75 Expected term (years) 1.46 2.46 Volatility NM 85.8 % Risk free rate NM 0.8 %
Schedule of Fair Value by Using Key Inputs		For the Private Warrants, which are classified as derivative liabilities on our consolidated balance sheets and measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the years ended December 31, 2022 and December 31, 2021: Year Ended December 31, 2022 2021 Fair value balance at beginning of period $ 63,178 $ 311,376 Change in fair value reported in the statements of operations (63,178 ) (248,198 ) Fair value balance at end of period $ — $ 63,178
Common Warrants and Underwriter Warrants [Member]
Fair Value (Tables) [Line Items]
Schedule of Fair Value Measurement 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 Common and Underwriter Warrants July 5, 2022 Exercise price $ 4.60 Expected term (years) 5.0 Volatility 136.9 %	The fair value of the Common Warrants and Underwriter Warrants issued in connection with the 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 Common and Underwriter Warrants July 5, Exercise price as adjusted for the Reverse Stock Split $ 4.60 Expected term (years) 5.0 Volatility 136.9 %
Convertible Debt [Member]
Fair Value (Tables) [Line Items]
Schedule of Fair Value by Using Key Inputs	We estimated the fair value by using the following key inputs to the Monte Carlo Simulation Models: Fair Value Assumptions – Convertible Notes September 30, 2023 December 31, 2022 Face value principal payable $ 6,733,271 $ 14,662,727 Original conversion price $ 4.75 $ 4.75 Value of Common Stock $ 0.22 $ 0.69 Expected term (years) 1.0 1.8 Volatility 102 % 77 % Market yield 41.2 % 44.3 to 43.9 % Risk free rate 4.7 % 4.4 % Issue date October 5, 2021 October 5, 2021 Maturity date October 5, 2024 October 5, 2024
Private warrant [Member]
Fair Value (Tables) [Line Items]
Schedule of Fair Value by Using Key Inputs	We estimated the fair value by using the following key inputs: Fair Value Assumptions – Private Warrants September 30, 2023 December 30, 2022 Number of Private Warrants 225,635 225,635 Original conversion price $ 230 $ 230.00 Value of Common Stock $ 0.605 $ 0.69 Expected term (years) 0.96 1.46 Volatility NM NM Risk free rate NM NM

Earning per share (Tables)

Earning per share (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Diluted Earnings Per Share [Abstract]
Schedule of Diluted Earnings Per Share	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: Nine Months Ended 2023 2022 Shares issuable upon exchange of Exchangeable Shares 12,476 14,284 Shares of common stock issuable upon conversion of convertible notes 13,466,543 2,354,268 Warrants 2019 Public Warrants 290,690 290,690 2022 Unit Offering – Common Warrants 2,173,913 2,173,913 2022 Unit Offering – Underwriter Warrants 108,696 108,696 Unvested restricted stock units 6,498 730 Unvested restricted stock awards — 334 Total 16,058,816 4,942,916	The table below details potentially outstanding shares on a fully diluted basis that were not included in the calculation of diluted earnings per share: Year Ended December 31, 2022 2021 Shares issuable upon exchange of Exchangeable Shares 14,284 15,465 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 11,086 34,189 Unvested restricted stock awards 334 1,620 Shares of common stock issuable upon conversion of convertible notes 3,086,890 624,220 Total 5,685,893 966,184

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Discontinued Operations [Abstract]
Schedule of Assets and Liabilities of the Discontinued Group	The following table presents the major classes of assets and liabilities of the Discontinued Group: As of As of 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 presents the major classes of assets and liabilities of the Discontinued Group: As of December 31, 2022 2021 Cash and restricted cash $ 305,500 $ 1,354,899 Accounts receivable, net 112,444 530,086 Prepaid expenses & other current assets 578,393 258,042 Fixed assets 63,764 87,123 Capitalized software, net 828,555 371,023 Intangible assets, net 3,241,372 15,056,111 Goodwill — 14,098,384 Other noncurrent assets — 9,700 Total assets $ 5,130,028 $ 31,765,368 Accounts payable, accrued expenses and other current liabilities $ 1,034,426 $ 677,747 Deferred revenue 994,713 2,672,019 Deferred revenue, noncurrent 217,083 336,773 Total liabilities $ 2,246,222 $ 3,686,539 Current assets held for sale $ 5,130,028 $ 2,143,027 Noncurrent assets held for sale — 29,622,341 Total assets held for sale $ 5,130,028 $ 31,765,368 Current liabilities held for sale $ 2,246,222 $ 3,349,766 Noncurrent liabilities held for sale — 336,773 Total liabilities held for sale $ 2,246,222 $ 3,686,539
Schedule of Operations of the Discontinued Group	The following table summarizes the results of operations of the Discontinued Group: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ — $ 2,348,423 $ 214,346 $ 7,650,389 Cost of revenue — 575,076 10,119 1,916,454 Gross profit — 1,773,347 204,227 5,733,935 Product development — 414,948 117,500 1,290,618 Sales and marketing — 928,221 171,753 3,319428 General and administrative — (3,006,140 ) 4,032 (2,596,946 ) Depreciation and amortization — 567,259 24,507 1,619,478 Impairment of long-lived assets — — — 9,037,642 Other expense (income), net — (849 ) 1,833 (304,526 ) Gain (loss) from discontinued operations before income taxes — 2,869,908 (115,398 ) (7,240,811 ) Income tax benefit — — — — Gain (loss) from discontinued operations, net of tax — 2,869,908 (115,398 ) (7,240,811 ) Gain on sale of discontinued operations, net of tax — — 212,601 — Net gain (loss) from discontinued operations, net of tax $ — $ 2,869,908 $ 97,203 $ (7,720,811 )	The following table summarizes the results of operations of the Discontinued Group: Year Ended December 31, 2022 2021 Revenue $ 9,453,309 $ 3,057,877 Cost of revenue 2,418,322 685,603 Gross profit 7,034,987 2,372,274 Research and development 1,807,068 379,943 Sales and marketing 4,166,545 1,399,908 General and administrative 472,479 248,578 Depreciation and amortization 2,212,438 560,599 Impairment of long-lived assets 22,811,310 29,196 Changes in fair value of contingent consideration (4,016,194 ) — Interest expense 596 794 Loss from discontinued operations before income taxes (20,419,255 ) (246,744 ) Income tax benefit (12,919 ) (1,500 ) Net loss from discontinued operations, net of tax $ (20,432,174 ) $ (248,244 )

Description of Business (Detail

Description of Business (Details) - USD ($)

1 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 28, 2023

Jun. 14, 2023

Apr. 28, 2023

Jan. 27, 2023

Jan. 11, 2023

May 31, 2022

Jan. 27, 2023

May 31, 2022

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Jan. 31, 2023

Description of Business (Details) [Line Items]

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”), subject to customary post-closing adjustments, if any. Any post-closing adjustments are generally limited to certain adjustments in accounts payable and indemnification obligations in accordance with the 365 SPA. Upon completion of the sale, $0.4 million of the total cash proceeds was placed into certain restricted accounts (the “Restricted Accounts”) held as security for our 2021 Senior Secured Convertible Notes (the “Senior Convertible Notes”) while $0.1 million was subject to a hold-back (the “365 Holdback”) by the Buyers to be released to us and also placed into the Restricted Accounts after all post-closing adjustments, if any, are resolved. In accordance with the 365 SPA, we and the Buyers agreed that the value of the Earn-out Obligation was $2.3 million, a reduction of $4.0 million from the original estimate, for purposes of the sale of 365 Cannabis and is reflected on our consolidated balance sheets as Contingent consideration payable.

Cash

$ 500,000

$ 100,000

$ 100,000

Purchase price value

$ 700,000

$ 4,000,000

$ 4,000,000

Termination fees

$ 290,000

Expenses

60,000

60,000

Common stock par value (in Dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Convertible notes price per share (in Dollars per share)

$ 4.6

Earnout obligation

$ 2,300,000

Restructuring charges

$ 500,000

Maximum amount of closing working capital

500,000

Cash paid

$ (400,000)

$ 5,018,592

Net proceeds

700,000

Additional Loan

500,000

500,000

Common stock value

1,500,000

$ 1,000

$ 460

$ 155

Number of employees head counted

33%

Sales and marketing costs

$ 300,000

$ 300,000

Product and development costs

200,000

Cost of revenue and general and administrative expenses

$ 100,000

Minimum [Member]

Description of Business (Details) [Line Items]

Cash paid

2,000,000

Maximum [Member]

Description of Business (Details) [Line Items]

Cash paid

4,000,000

Posabit Systems Corporation [Member]

Description of Business (Details) [Line Items]

Purchase price value

4,000,000

4,000,000

Termination fees

140,000

Reimbursement for expenses

$ 200,000

$ 200,000

Gryphon Digital Mining Inc [Member]

Description of Business (Details) [Line Items]

Termination fees

$ 275,000

$ 275,000

Description of merger agreement

” The term “Closing Acquiror Share Price” means the last reported sale price per share of Akerna Common Stock on Nasdaq on the second business day prior to the closing date of the Merger and the term “Merger Consideration” means the greater of (a) a number of shares of Akerna Common Stock equal to (i) the quotient obtained by dividing (A) Akerna’s fully diluted share number, as defined in the Merger Agreement, by (B) 0.075, minus (ii) the Akerna’s fully diluted share number minus (iii) the adjusted warrant share reserve number, as defined in the Merger Agreement, and (b) a number of shares of Akerna’s Common Stock equal to the quotient obtained by dividing (i) $115,625,000 by (ii) the Closing Acquiror Share Price. The amendment effectively sets a floor of $115.6 million for the value attributable to Gryphon in the determination of post-Merger ownership.

Facility Closing [Member]

Description of Business (Details) [Line Items]

Restructuring charges

$ 100,000

Senior Convertible Notes [Member]

Description of Business (Details) [Line Items]

Convertible notes price per share (in Dollars per share)

$ 0.5

Senior Convertible Notes [Member] | Minimum [Member]

Description of Business (Details) [Line Items]

Convertible notes price per share (in Dollars per share)

1.2

$ 1.2

Senior Convertible Notes [Member] | Maximum [Member]

Description of Business (Details) [Line Items]

Convertible notes price per share (in Dollars per share)

$ 4.75

$ 4.75

Exchange Agreements [Member]

Description of Business (Details) [Line Items]

Percentage of outstanding shares

19.90%

19.90%

Common stock par value (in Dollars per share)

$ 0.0001

$ 0.0001

Gryphon Digital Mining Inc [Member]

Description of Business (Details) [Line Items]

Expected merger ownership percentage

92.50%

92.50%

Akerna Merger Co. [Member]

Description of Business (Details) [Line Items]

Expected merger ownership percentage

7.50%

7.50%

Akerna Canada Ample Exchange Inc [Member]

Description of Business (Details) [Line Items]

Purchase price value

5,000,000

Purchase price in cash

4,000,000

Principal amount of loan

1,000,000

Senior Notes [Member] | Minimum [Member]

Description of Business (Details) [Line Items]

Convertible notes price per share (in Dollars per share)

1.2

Senior Notes [Member] | Maximum [Member]

Description of Business (Details) [Line Items]

Convertible notes price per share (in Dollars per share)

$ 4.75

MJA [Member]

Description of Business (Details) [Line Items]

Maximum amount of closing working capital

500,000

Additional Loan

500,000

Common stock value

$ 1,500,000

Share percentage

19.99%

Amount of note payable

$ 1,500,000

MJA [Member] | Minimum [Member]

Description of Business (Details) [Line Items]

Principle amount of loan secured

1,000,000

Amount of note payable

1,000,000

MJA [Member] | Maximum [Member]

Description of Business (Details) [Line Items]

Principle amount of loan secured

$ 1,500,000

Amount of note payable

1,500,000

SPA [Member]

Description of Business (Details) [Line Items]

Common stock value

$ 1,500,000

Share percentage

19.99%

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 08, 2022	Dec. 31, 2022	Sep. 30, 2023
Basis of Presentation (Details) [Line Items]
Working Capital Deficit		$ 7.8	$ 11.2
Unrestricted cash available to fund future operations		$ 0.9
Common Stock [Member]
Basis of Presentation (Details) [Line Items]
Reverse stock split, ratio	20-for-1

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details)		1 Months Ended	9 Months Ended		12 Months Ended
	Sep. 18, 2023	Nov. 14, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Sep. 19, 2023 USD ($)	Mar. 23, 2023 USD ($)	Mar. 22, 2023 USD ($)	Dec. 31, 2021 USD ($)	Oct. 04, 2021 $ / shares	Dec. 31, 2020 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Number of operating segments					1
Working capital deficit (in Dollars)			$ 11,200,000		$ 7,800,000
Fund future operations (in Dollars)			$ 209,577	$ 9,498,923	8,183,255				$ 14,442,526		$ 18,340,640
Bid price (in Dollars per share) | $ / shares			$ 1
Minimum listing (in Dollars)						$ 2,500,000	$ 2,500,000	$ 2,500,000
Compliance period	180 days
Allowance for credit losses (in Dollars)			$ 100,000		$ 400,000
Conversion price per share (in Dollars per share) | $ / shares					$ 4.6
Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Property and Equipment, Useful Life					3 years
Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Property and Equipment, Useful Life					7 years
Senior Notes [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Conversion price per share (in Dollars per share) | $ / shares										$ 4.75
One Other Government Customer [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Government clients			2	2
One Government Client [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Total revenues			27%
Two Government Client [Member] | Total Revenues [Member] | Revenue from Rights Concentration Risk [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Total revenues				26%
Two Government Client [Member] | Account Receivable [Member] | Revenue from Rights Concentration Risk [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Government clients			2		2
Total revenues					33%
Subsequent Event [Member] | Senior Notes [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Convertible notes (in Dollars)		$ 125,000
Shares of common stock		250,000
Conversion price per share (in Dollars per share) | $ / shares		$ 0.5
Software and Software Development Costs [Member] | Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Property and Equipment, Useful Life					2 years
Software and Software Development Costs [Member] | Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Property and Equipment, Useful Life					5 years

Significant Transactions (Detai

Significant Transactions (Details) - USD ($)				1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended		13 Months Ended
	May 31, 2022	Oct. 01, 2021	Apr. 01, 2021	Jan. 31, 2023	May 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	May 31, 2022	Jun. 30, 2022
Significant Transactions (Details) [Line Items]
Incurred cost	$ 600,000				$ 600,000								$ 600,000
Marketing cost	$ 300,000				300,000
Development costs					$ 200,000
General and administrative expenses													$ 100,000
Salary reduction rate														25%
Exchange of shares (in Shares)											3,294,574
Impairments of long-lived assets											$ 22,800,000
Capitalized software						$ 213,766			$ 213,766		654,556	$ 6,940,653
Goodwill						816,200			816,200		1,708,303	32,844,297
Revenue						$ 2,082,553	$ 3,064,379		$ 6,973,109	$ 10,799,135	$ 13,645,030	$ 17,627,097
Stock issued								$ 940,000
Shares issued (in Shares)						10,002,018			10,002,018		4,602,780	1,550,094
Fair value of the earn out						$ 7,600,000			$ 7,600,000		$ 14,600,000	$ 17,300,000
Pro forma revenue												28,800,000
Pro forma net loss												(31,400,000)
Viridian Sciences [Member]
Significant Transactions (Details) [Line Items]
Exchange of shares (in Shares)			51,550
Viridian Sciences Inc. [Member]
Significant Transactions (Details) [Line Items]
Exchange share value			$ 6,200,000
Viridian [Member]
Significant Transactions (Details) [Line Items]
Impairments of long-lived assets											7,000,000
Capitalized software											600,000
Intangible assets											1,000,000
Goodwill											5,400,000
Revenue											1,700,000	2,400,000
Cannabis [Member]
Significant Transactions (Details) [Line Items]
Revenue											8,800,000	$ 2,400,000
Purchase price		$ 5,000,000
Stock issued		12,000,000
Aggregate cash paid		$ 8,000,000
365 Cannabis [Member]
Significant Transactions (Details) [Line Items]
Impairments of long-lived assets									$ 9,000,000		22,200,000
Intangible assets											9,700,000
Goodwill											12,500,000
Purchase price											$ 527,000
Shares issued (in Shares)		178
Earn out rate											25%
Initially measured fair value											$ 6,300,000
Fair value of the earn out							$ 3,300,000			$ 3,300,000
Reduction of working capital								$ 1,500,000			200,000
Working capital settlement											$ 400,000
Accrued expenses (in Shares)											13,988
Common stock value											$ 900,000
365 Cannabis [Member] | Subsequent Event [Member]
Significant Transactions (Details) [Line Items]
Revenue				$ 2,300,000
Purchase price				$ 500,000

Significant Transactions (Det_2

Significant Transactions (Details) - Schedule of Fair Value of the Consideration Transferred - Viridian Sciences Inc. [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Shares issued	$ 6,186
Contingent consideration	2
Total fair value of consideration transferred	$ 6,188

Significant Transactions (Det_3

Significant Transactions (Details) - Schedule of Fair Values of Assets Acquired and Liabilities - Viridian Sciences Inc. [Member] $ in Thousands	Dec. 31, 2022 USD ($)
Significant Transactions (Details) - Schedule of Fair Values of Assets Acquired and Liabilities [Line Items]
Accounts receivable	$ 556
Prepaid expenses and other current assets	148
Capitalized software	423
Acquired technology	470
Customer relationships	820
Acquired trade name	20
Goodwill	5,408
Accounts payable and accrued expenses	(350)
Deferred tax liabilities	(307)
Deferred revenue	(1,000)
Net assets acquired	$ 6,188

Significant Transactions (Det_4

Significant Transactions (Details) - Schedule of Fair Value of the Consideration Transferred - 365 Cannabis [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Shares issued	$ 11,060
Cash	4,982
Contingent consideration	6,300
Total fair value of consideration transferred	$ 22,342

Significant Transactions (Det_5

Significant Transactions (Details) - Schedule of Fair Values of Assets Acquired and Liabilities - 365 Cannabis [Member] $ in Thousands	Dec. 31, 2022 USD ($)
Significant Transactions (Details) - Schedule of Fair Values of Assets Acquired and Liabilities [Line Items]
Cash	$ 527
Accounts receivable	486
Prepaid expenses and other current asset	261
Fixed Assets	93
Non-compete agreement	80
Acquired technology	1,040
Customer relationships	13,810
Acquired trade name	270
Goodwill	12,489
Accounts payable and accrued expenses	(2,588)
Deferred tax liabilities	(826)
Deferred revenue	(3,300)
Net assets acquired	$ 22,342

Revenue and Contracts with Cu_3

Revenue and Contracts with Customers (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue and Contracts with Customers (Details) [Line Items]
Accounts receivable	$ 252,951	$ 674,626	$ 873,688
Aggregate transaction price allocated performance obligations value		3,800,000
Recognized revenue		3,400,000
Revenue recognized		13,600,000
Deferred revenue	$ 469,874	730,573	1,117,703
Term of contract payment	30 years
Aggregate transaction price	$ 3,000,000
Expected to be recognized as revenue	2,900,000
Revenue	$ 5,000,000	$ 700,000
Minimum [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Deferred contract costs are amortized to sales and marketing expense over the expected period	1 year
Minimum [Member] | SaaS solutions [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Revenue, performance obligation, period		1 year
Maximum [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Deferred contract costs are amortized to sales and marketing expense over the expected period	3 years
Maximum [Member] | SaaS solutions [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Revenue, performance obligation, period		3 years
Customers [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Accounts receivable		$ 674,626	873,688
Two Government Clients [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Accounts receivable		$ 219,912	$ 24,066
Accounts receivable government client percent		33%	3%
Customer Relationships [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Deferred contract costs are amortized to sales and marketing expense over the expected period		1 year
Subscription Fees [Member] | Minimum [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Revenue, performance obligation, period		1 year
Subscription Fees [Member] | Minimum [Member] | SaaS solutions [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Period of time	1 year
Subscription Fees [Member] | Maximum [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Revenue, performance obligation, period		3 years
Subscription Fees [Member] | Maximum [Member] | SaaS solutions [Member]
Revenue and Contracts with Customers (Details) [Line Items]
Period of time	3 years

Revenue and Contracts with Cu_4

Revenue and Contracts with Customers (Details) - Schedule of Summarizes Revenue Disaggregation - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Summarizes Revenue Disaggregation [Abstract]
Revenue disaggregation	$ 2,082,553	$ 3,064,379	$ 6,973,109	$ 10,799,135	$ 13,645,030	$ 17,627,097
Government [Member]
Schedule of Summarizes Revenue Disaggregation [Abstract]
Revenue disaggregation					2,945,946	3,258,158
Non-Government [Member]
Schedule of Summarizes Revenue Disaggregation [Abstract]
Revenue disaggregation	$ 1,454,750	$ 2,425,738	$ 5,029,914	$ 8,162,872	$ 10,699,084	$ 14,368,939

Revenue and Contracts with Cu_5

Revenue and Contracts with Customers (Details) - Schedule of Revenue and Contracts with Customers - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Revenue and Contracts with Customers [Abstract]
Revenue disaggregation	$ 13,645,030	$ 17,627,097
United States [Member]
Schedule of Revenue and Contracts with Customers [Abstract]
Revenue disaggregation	10,458,169	13,408,624
Canada [Member]
Schedule of Revenue and Contracts with Customers [Abstract]
Revenue disaggregation	$ 3,186,861	$ 4,218,473

Revenue and Contracts with Cu_6

Revenue and Contracts with Customers (Details) - Schedule of Allowance for Doubtful Accounts - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Allowance for Doubtful Accounts [Abstract]
Allowance for doubtful accounts, balance at beginning of period	$ 315,985	$ 153,485
Bad debt expense	539,801	550,521
Write-off uncollectable accounts	(502,307)	(388,021)
Allowance for doubtful accounts, balance at end of period	$ 353,479	$ 315,985

Revenue and Contracts with Cu_7

Revenue and Contracts with Customers (Details) - Schedule of Summarizes Deferred Revenue Activity - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Summarizes Deferred Revenue Activity [Abstract]
Deferred revenue beginning balance	$ 730,573	$ 1,117,703
Net additions	4,719,118	5,446,403
Revenue recognized	4,979,817	5,833,533
Deferred revenue ending balance	$ 469,874	$ 730,573

Revenue and Contracts with Cu_8

Revenue and Contracts with Customers (Details) - Schedule of Summarizes Deferred Contract Cost Activity	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Summarizes Deferred Contract Cost Activity [Abstract]
Deferred contract costs beginning balance	$ 142,930
Deferred contract costs additions	124,690
Deferred contract amortized costs	231,155	[1]
Deferred contract costs ending balance	$ 36,465
[1]Includes contract costs amortized to Sales and marketing expense during the period.

Fixed Assets, Net (Details)

Fixed Assets, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fixed Assets, Net [Abstract]
Depreciation expense	$ 46,716	$ 121,416

Fixed Assets, Net (Details) - S

Fixed Assets, Net (Details) - Schedule of Fixed Assets - Computer Equipment [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of fixed assets [Abstract]
Furniture and computer equipment	$ 185,308	$ 155,741
Less: accumulated depreciation	(136,429)	(89,713)
Fixed assets, net	$ 48,879	$ 66,028

Investments (Details)

Investments (Details) - USD ($)		6 Months Ended	12 Months Ended
	Oct. 07, 2019	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Investments (Details) [Line Items]
Preferred stock sold			$ 5,000
Loss contingency		$ 500,000	200,000
Revenue recognized			$ 56,497	$ 25,902
Zol Solutions, Inc. [Member]
Investments (Details) [Line Items]
Preferred stock purchased shares (in Shares)	203,000
Preferred stock purchased share value	$ 250,000
Purchase price per unit (in Dollars per share)			$ 1.232

Intangible Assets, net and Go_3

Intangible Assets, net and Goodwill (Details) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairments software costs							$ 2,700,000	$ 5,600,000
Finite-lived intangible assets	$ 300,000	$ 300,000			$ 2,500,000	$ 2,500,000	5,600,000	5,100,000
Goodwill asset incremental amount							3,800,000
Impairments amount			$ 11,900,000	$ 15,400,000			14,400,000
Impairment to goodwill	0.9	$ 0			0.9	23,500,000
Goodwill	816,200				816,200		$ 1,708,303	$ 32,844,297
Ample Reporting Unit [Member]
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairment to goodwill						10,700,000
Enterprise Reporting Unit [Member]
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairment to goodwill
Goodwill
Solo Sciences, Inc. [Member]
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairments of intangible assets					2,200,000
Capitalized software					1,000,000
Impairment to goodwill						11,200,000
Trellis Solutions, Inc [Member]
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairment to goodwill						$ 1,600,000
Viridian Sciences Inc. [Member]
Intangible Assets, net and Goodwill (Details) [Line Items]
Impairment to goodwill					$ 3,900,000

Intangible Assets, net and Go_4

Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Gross carrying amount, Total intangible assets	$ 9,985,000	$ 9,985,000
Accumulated amortization, Total intangible assets	(4,609,896)	(3,431,317)
Impairment, Total intangible assets	(3,210,382)
Net carrying amount, Total intangible assets	2,164,722	6,553,683
Gross carrying amount, Capitalized software – Work in progress	13,728,125	11,625,660
Accumulated amortization, Total capitalized software	(8,452,649)	(4,388,524)
Impairment, Capitalized software – In-service	(4,620,920)	(296,483)
Net carrying amount, Capitalized software – Work in progress	654,556	6,940,653
Gross carrying amount, Total finite-lived intangible assets	23,713,125	21,610,660
Accumulated amortization, Total finite-lived intangible assets	(13,062,545)	(7,819,841)
Impairment, Total finite-lived intangible assets	(7,831,302)	(296,483)
Net carrying amount, Total finite-lived intangible assets	$ 2,819,278	$ 13,494,336
Acquired Developed Technology [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Weighted average remaining amortization period (in years)	6 months	3 years 4 months 6 days
Gross carrying amount, Total intangible assets	$ 5,978,080	$ 5,978,080
Accumulated amortization, Total intangible assets	(3,480,769)	(2,703,157)
Impairment, Total intangible assets	(2,375,645)
Net carrying amount, Total intangible assets	$ 121,666	$ 3,274,923
Acquired Trade Names [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Weighted average remaining amortization period (in years)	6 months 7 days	3 years 1 month 2 days
Gross carrying amount, Total intangible assets	$ 566,920	$ 566,920
Accumulated amortization, Total intangible assets	(365,627)	(234,160)
Impairment, Total intangible assets	(158,237)
Net carrying amount, Total intangible assets	$ 43,056	$ 332,760
Customer Relationships [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Weighted average remaining amortization period (in years)	12 years 6 months	10 years 2 months 4 days
Gross carrying amount, Total intangible assets	$ 3,440,000	$ 3,440,000
Accumulated amortization, Total intangible assets	(763,500)	(494,000)
Impairment, Total intangible assets	(676,500)
Net carrying amount, Total intangible assets	$ 2,000,000	$ 2,946,000
Capitalized Software - in-Service [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Weighted average remaining amortization period (in years)	1 year 2 months 1 day	2 years 7 days
Gross carrying amount, Capitalized software – Work in progress	$ 12,038,149	$ 8,738,801
Accumulated amortization, Total capitalized software	(8,452,649)	(4,388,524)
Impairment, Capitalized software – In-service	(2,930,944)
Net carrying amount, Capitalized software – Work in progress	$ 654,556	$ 4,350,277
Capitalized software – Work in progress [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Weighted average remaining amortization period (in years)
Gross carrying amount, Capitalized software – Work in progress	$ 1,689,976	$ 2,886,859
Impairment, Capitalized software – In-service	$ (1,689,976)	(296,483)
Net carrying amount, Capitalized software – Work in progress		$ 2,590,376

Intangible Assets, net and Go_5

Intangible Assets, net and Goodwill (Details) - Schedule of Amortization Expense Relating to Intangible Assets	Dec. 31, 2008 USD ($)
Intangible Assets [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Amortization Expense Relating to Intangible Assets [Line Items]
2023	$ 324,722
2024	160,000
2025	160,000
2026	160,000
2027	160,000
Thereafter	1,200,000
Total	2,164,722
Capitalized Software [Member]
Intangible Assets, net and Goodwill (Details) - Schedule of Amortization Expense Relating to Intangible Assets [Line Items]
2023	542,479
2024	112,077
2025
2026
2027
Thereafter
Total	$ 654,556

Intangible Assets, net and Go_6

Intangible Assets, net and Goodwill (Details) - Schedule of Changes in the Carrying Amount of Goodwill - Other Intangible Assets [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Balance at beginning of year	$ 32,844,297	$ 41,789,527
Additions due to acquisition of Viridian		5,408,884
Impairment	(31,135,994)	(14,354,114)
Balance at end of year	$ 1,708,303	$ 32,844,297

Supplemental Balance Sheet Di_3

Supplemental Balance Sheet Disclosures (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Software and technology	$ 58,254	$ 168,792	$ 643,387
Professional services, dues and subscriptions	39,069	183,614	537,237
Insurance	85,323	224,785	264,097
Deferred contract costs		36,465	142,930
Unbilled receivable	503,029	544,212	505,203
Other	83,874	51,755	32,868
Total prepaid expenses and other current assets	$ 769,549	$ 1,209,623	$ 2,125,722

Supplemental Balance Sheet Di_4

Supplemental Balance Sheet Disclosures (Details) - Schedule of Accounts Payable, Accrued Expenses, and Other Current Liabilities - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Payable Accrued Expenses and Other Accrued Liabilities [Abstract]
Accounts payable	$ 1,704,762	$ 1,510,287	$ 1,716,705
Professional fees	185,077	155,161	280,818
Sales taxes	164,473	219,285	108,854
Compensation	439,617	368,440	1,656,158
Contractors	434,289	562,993	646,996
Settlements and legal	928,715	950,213	681,045
Interest and other	469,884	660,040	295,197
Total accounts payable, accrued expenses and other current liabilities	$ 4,326,727	$ 4,426,419	$ 5,385,773

Long Term Debt (Details)

Long Term Debt (Details)

1 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023 USD ($)

Sep. 29, 2023 USD ($)

Sep. 28, 2023 USD ($) shares

May 03, 2023 USD ($)

Apr. 28, 2023 USD ($)

Jul. 05, 2022 USD ($)

Oct. 05, 2021 USD ($)

Oct. 05, 2021 USD ($)

Jun. 09, 2020 USD ($)

Nov. 14, 2023 USD ($) $ / shares

Oct. 31, 2021 USD ($)

Apr. 21, 2021 USD ($)

Jun. 30, 2022

Sep. 30, 2023 USD ($) $ / shares

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

Dec. 31, 2021 USD ($)

Oct. 11, 2023 USD ($)

Jun. 14, 2023 $ / shares

Jan. 31, 2023 USD ($) $ / shares

Jan. 27, 2023 USD ($)

Jan. 11, 2023 USD ($)

Oct. 04, 2022 $ / shares

Sep. 30, 2022 USD ($)

Oct. 04, 2021 $ / shares

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 4.6

Conversion price percentage

80%

Cash

$ 10,100,000

Convertible notes

$ 7,600,000

$ 14,600,000

17,300,000

Note Receivable

200,000

Accumulated in equity

700,000

Principal payments

100,000

$ 100,000

$ 500,000

Other accumulated in stockholders equity

2,000,000

Gain on the extinguishment of debt amount

$ 200,000

Principal aggregate amount

$ 2,200,000

Loan term

2 years

Bearing interest rate

1%

Convertible notes

$ 2,200,000

$ 3,000,000

Conversion price percentage

80%

Trading share (in Dollars per share) | $ / shares

$ 10.8

Purchase price

$ 700,000

$ 4,000,000

Net proceeds

700,000

$ 9,200,000

Additional fund

124,690

Additional loans

500,000

$ 500,000

Common stock value

$ 1,500,000

$ 1,000

460

155

Percentage of shares issued and outstanding (in Shares) | shares

19.99

Principal amount original notes

$ 1,500,000

Minimum [Member]

Long Term Debt (Details) [Line Items]

Principle amount of note

$ 1,000,000

Principal amount original notes

$ 1,000,000

Maximum [Member]

Long Term Debt (Details) [Line Items]

Principle amount of note

1,500,000

Principal amount original notes

$ 1,500,000

Senior Notes [Member]

Long Term Debt (Details) [Line Items]

Reflecting principal amount

7,900,000

5,300,000

Maturity date

Oct. 04, 2024

Conversion price per share (in Dollars per share) | $ / shares

$ 4.75

Debt conversion, description

(i) no amortization payments would be due and payable for any payments previously required to be made from July 1, 2022 through January 1, 2023, (ii) the holders of the Senior Convertible Notes will not accelerate any previously deferred installment amounts until January 1, 2023 and (iii) the terms of the SPA which would provide for reset of the conversion price of the Senior Convertible Notes as a result of the issuance of securities under the 2022 Unit Offering (see Note 13) and instead agreed to a reset of the conversion price equal to a per share price of 135 percent of the 2021 Unit Offering price, or $6.21 per share, which was subsequently reduced to $4.75 per share on October 4, 2022 as described above. Further, the Convertible Notes Amendment added covenants such that (a) we are subject to a daily cash test of having an available cash balance of at least $7.0 million, which amount shall be reduced by $1.0 million on each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14.0 million and $11.0 million, subject in all cases to a minimum of $5.0 million, and (b) we established and maintain the Restricted Accounts for each holder for an aggregate amount of $7.0 million with such amounts to be released from the Restricted Accounts only upon written consent of such holder, provided that $1.0 million will automatically release from the Restricted Accounts upon the occurrence of each of the dates at which the aggregate principal due upon the Senior Convertible Notes is equal to or less than $14.0 million and $11.0 million, subject to certain conditions. The Convertible Notes Amendment qualified as a troubled debt restructuring (“TDR”); however, there was no impact on the consolidated balance sheet or in the statement of operations as a result of the TDR as the Senior Convertible Notes are recorded at their fair value.

Settled in cash

1,400,000

Cash

3,900,000

Convertible notes

2,900,000

$ 2,500,000

Note Receivable

100,000

Accumulated in equity

900,000

$ 2,900,000

700,000

Senior Notes [Member] | Minimum [Member]

Long Term Debt (Details) [Line Items]

Cash

3,000,000

Note Receivable

100,000

Principal payments

1,500,000

Senior Notes [Member] | Maximum [Member]

Long Term Debt (Details) [Line Items]

Cash

3,900,000

Convertible notes

900,000

Note Receivable

300,000

Accumulated in equity

2,800,000

Principal payments

4,900,000

Convertible Debt [Member]

Long Term Debt (Details) [Line Items]

Not less percentage (in Dollars per share) | $ / shares

$ 10.8

Notes [Member]

Long Term Debt (Details) [Line Items]

Reflecting principal amount

$ 17,000,000

$ 5,400,000

15,200,000

Purchase price

$ 15,000,000

Convertible notes

2,000,000

Note Receivable

100,000

Principal payments

$ 5,100,000

Securities Purchase Agreement [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 6.21

Securities Purchase Agreement [Member] | Senior Notes [Member]

Long Term Debt (Details) [Line Items]

Aggregate principal amount

$ 20,000,000

$ 20,000,000

Reflecting principal amount

$ 18,000,000

18,000,000

Percentage of principal amount

10%

Maturity date

Oct. 04, 2024

Conversion price per share (in Dollars per share) | $ / shares

$ 4.75

Senior Convertible Notes [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 0.5

Senior Convertible Notes [Member] | Minimum [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

1.2

$ 1.2

Senior Convertible Notes [Member] | Maximum [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 4.75

$ 4.75

Exchange Agreement [Member] | Senior Notes [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 0.5

Shares of common stock

4,394,251

Securities Purchase Agreement [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 6.21

Securities Purchase Agreement [Member] | Senior Notes [Member]

Long Term Debt (Details) [Line Items]

Aggregate principal amount

$ 20,000,000

20,000,000

Reflecting principal amount

18,000,000

$ 18,000,000

Percentage of principal amount

10%

Principal

2,000,000

$ 2,000,000

Securities Purchase Agreement [Member] | Senior Convertible Notes [Member]

Long Term Debt (Details) [Line Items]

Principal

$ 2,000,000

$ 2,000,000

Subsequent Event [Member] | Senior Notes [Member]

Long Term Debt (Details) [Line Items]

Conversion price per share (in Dollars per share) | $ / shares

$ 0.5

Shares of common stock

250,000

Secured promissory note

$ 125,000

Secured Debt [Member] | Securities Purchase Agreement [Member]

Long Term Debt (Details) [Line Items]

Maturity date

Apr. 28, 2024

Loan the amount

$ 1,000,000

Secured promissory note

$ 1,000,000

Issuance of repayment

10%

SPA [Member]

Long Term Debt (Details) [Line Items]

Cash paid

$ 4,000,000

Common stock value

1,500,000

SPA [Member] | Subsequent Event [Member]

Long Term Debt (Details) [Line Items]

Cash paid

$ 2,000,000

MJA [Member]

Long Term Debt (Details) [Line Items]

Additional fund

500,000

Additional loans

500,000

Common stock value

$ 1,500,000

Long Term Debt (Details) - Sche

Long Term Debt (Details) - Schedule of Long-Term Debt - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Long Term Debt [Abstract]
Senior Convertible Notes (at fair value)		$ 14,607,000	$ 17,305,000
Less: current maturities		(13,200,000)	(13,200,000)
Total long-term debt, less current portion	$ 849,729	$ 1,407,000	$ 4,105,000

Long Term Debt (Details) - Sc_2

Long Term Debt (Details) - Schedule of Maturities of Outstanding Long-Term Debt Obligations - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Maturities of Outstanding Long Term Debt Obligations [Abstract]
2023		$ 13,200,000
2024		1,462,727
Aggregate maturities due		14,662,727
Original issue discount		(2,000,000)
Cumulative unrealized change in fair value		1,944,273
Total debt outstanding at fair value	$ 7,733,271	$ 14,607,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 16, 2022	Dec. 31, 2020
Income Taxes (Details) [Line Items]
Valuation allowances			$ 7,500,000	$ 3,600,000
Purchase amount				200,000
Deferred expense				3,400,000
Net operating losses amount				58,900,000
Taxable income percentage			80%
Deferred tax assets amount			$ 17,500,000
Potential penalties amount			100,000			$ 30,000
Paid income taxes amount			$ 100,000	$ 100,000
Corporate alternative minimum tax rate					15%
Average adjusted financial statement income					$ 1,000,000,000
Excise tax					1%
Effective tax rate	0%	0.50%
Deferred tax percentage	80%
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Maximum [Member]
Income Taxes (Details) [Line Items]
Tax positions		$ 100,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Expense or (Benefit) for Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current income tax expense (benefit)
U.S. federal	$ (50,000)
U.S. state	2,827	4,300
Foreign	6,308	6,270
Total current income taxes	(40,865)	10,570
Deferred income tax benefit
U.S. federal	(675,290)	(2,274,295)
U.S. state
Total deferred income benefit	(675,290)	(2,274,295)
Total income tax benefit	$ (716,155)	$ (2,263,725)

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate to Actual Rates Based on Income or Loss Before Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income tax expense (benefit) attributable to:
Federal	$ (16,749,778)	$ (6,692,267)
State, net of federal benefit	(853,392)	(672,148)
Foreign tax rate differential	(11,543)	(138,292)
Permanent differences	472,270	(230,034)
Goodwill impairment	9,172,756	2,658,665
Rate changes	(992)	54,295
Changes in valuation allowance	7,501,917	3,361,603
Provision to return adjustment	62,788	273,489
Deferred true-ups	(247,839)	(928,743)
Other adjustments	(62,342)	49,707
Effective income tax expense (benefit)	$ (716,155)	$ (2,263,725)

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Noncurrent Deferred Tax Assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Noncurrent deferred tax assets:
Employee compensation	$ 136,154	$ 820,410
Debt issuance costs	39,381	138,778
Revenue recognition	64,662	105,735
Settlement accrual	178,549	146,604
Fixed assets	774,936	242,006
Section 174 capitalization	1,121,311
Federal and state net operating loss	13,860,338	10,673,908
Foreign net operating loss	4,641,293	4,904,857
Other	280,430	225,340
Total deferred tax assets	21,097,054	17,257,638
Noncurrent deferred tax liabilities:
Intangible assets	(1,713,666)	(6,051,459)
Total deferred tax liabilities	(1,713,666)	(6,051,459)
Valuation allowance	(19,383,388)	(11,881,470)
Deferred tax asset (liability), net after valuation allowance		$ (675,291)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 02, 2021	Dec. 04, 2020
Commitments and Contingencies (Details) [Line Items]
Obligation and lease termination expense			$ 0.5
Estimated costs		$ 0.5		$ 1
General and administrative expense				1
Loss contingency	$ 0.5		$ 0.2
Transaction percentage		3%
TechMagic USA LLC [Member]
Commitments and Contingencies (Details) [Line Items]
Issued and outstanding shares percentage						5%
TreCom Systems Group Inc [Member]
Commitments and Contingencies (Details) [Line Items]
Loss contingency		$ 0.2		$ 0.2
Litigation reserve					$ 2
Sale Transaction and Merger [Member]
Commitments and Contingencies (Details) [Line Items]
Transaction percentage			3%
Value of success fees		1.5	$ 1.5
Total value		$ 1.2	$ 1.4

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details)									1 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
		Sep. 28, 2023 USD ($)	Jun. 14, 2023 USD ($) $ / shares shares	Nov. 07, 2022	Oct. 04, 2022 $ / shares shares	Sep. 28, 2022	Sep. 23, 2022 USD ($) shares	Jul. 05, 2022 USD ($) $ / shares shares	Sep. 28, 2022 USD ($)	Sep. 23, 2022 USD ($) shares	Jun. 30, 2023 USD ($)	Jul. 05, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2023 AFN (؋) shares	Jan. 27, 2023 $ / shares	Jan. 05, 2023 $ / shares	Oct. 05, 2022 $ / shares	Dec. 31, 2019 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common Stock, shares authorized													150,000,000	150,000,000	150,000,000	150,000,000
Common stock, par value per share (in Dollars per share) | $ / shares													$ 0.0001	$ 0.0001	$ 0.0001
Vote per share				the Reverse Stock Split										one
Preferred stock, shares authorized													5,000,000	5,000,000	5,000,000	5,000,000
Preferred stock, par value per share (in Dollars per share) | $ / shares													$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued													1	1	1	1
Convertible redeemable preferred stock, description														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’s control that could require cash settlement. In addition, we determined that the warrants issued in connection with the 2022 Unit Offering do not meet the definition of a derivative as they are indexed to the Company’s Common Stock and they satisfy all of the additional qualifications to be classified within equity. Accordingly, the net proceeds of $9.2 million were recorded as: (i) an increase to Common Stock of $217 representing the issuance of 1,469,143 shares of Common Stock attributable to the Units and the issuance of 704,770 shares of Common Stock from the exercise of the Pre-funded Warrants, both at their par value of $0.0001 per share and (ii) an increase to Additional Paid-In Capital of $9.2 million
Exchange shares														3,294,574
Exchangeable Share														20-for-one
Exchangeable shares value (in Dollars) | $														$ 180,647
Exchangeable Shares | $														1,180
Total exchangeable shares | $														$ 285,672
Exchanged shares													12,470	14,284		12,470
Pursuant offer sell (in Dollars) | $									$ 20,000,000	$ 2,700,000
Shares issued										118,629		2,282,609	2,282,609
Total shares of common stock														552,148
Gross purchase price (in Dollars) | $														$ 1,100,000
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.
Exercise price (in Dollars per share) | $ / shares								$ 4.6				$ 4.6					$ 0.88
Warrants per share (in Dollars per share) | $ / shares																			$ 3.518
Underwriter warrants to purchase								108,696				108,696
Original conversion price (in Dollars per share) | $ / shares														$ 4.6
Proceeds from net (in Dollars) | $		$ 700,000						$ 9,200,000
Warrants outstanding													45,652,174	45,652,174		45,652,174
Warrants description													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”).	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”)
Exchange ratio														one-for-one
Warrants shares													43,478,261	1		43,478,261
Issued														59,747,574
2022 Unit Offering
Stockholders’ Equity (Deficit) (Details) [Line Items]
Unit offering description													(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.
Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Class of common stock														1
Exchange shares														23,614
Shares issued														2,282,609
Exercise price (in Dollars per share) | $ / shares														$ 4.6
Warrants shares													1	1		1				1
Investor per share (in Dollars per share) | $ / shares																				$ 230
Excess Stock, Shares Issued														704,770
Warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercisable expire														5 years
Warrants outstanding														20						20
Posabit Systems Corporation [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Termination fee and related expenses (in Dollars) | $			$ 200,000								$ 200,000
Pre Funded Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares								$ 0.002				$ 0.002
Issued														14,095,400
Common Warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares			$ 0.37														$ 0.88
Warrants shares													2,173,913			2,173,913
Issued	[1]													43,478,261
Underwriter Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exchange shares													108,696			108,696
Exercise price (in Dollars per share) | $ / shares													$ 0.37					$ 0.88
Exercisable expire													5 years			5 years
Issued	[1]													2,173,913
Effective date													Jun. 29, 2022
Number of shares issued													2,282,609			2,282,609
Underwriter Warrants [Member] | Minimum [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares													$ 0.37
Warrants purchase shares								108,696				108,696
Underwriter Warrants [Member] | Maximum [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares													$ 0.88
Warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Warrants outstanding													20			20
Convertible Notes Amendment [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Proceeds deposited in restricted accounts (in Dollars) | $								$ 7,000,000				$ 7,000,000
A T M Program [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Pursuant offer sell (in Dollars) | $									$ 20,000,000	$ 800,000				$ 25,000,000	$ 25,000,000
Shares issued							90,809			90,808
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.
Total shares of common stock														552,148
Gross purchase price (in Dollars) | $							$ 800,000							$ 1,100,000
Gross proceeds percentage									3%
Underlying offering (in Dollars) | $									$ 400,000
Common stock held by non-affiliate (in Dollars) | $									$ 75,000,000
A T M Program [Member] | Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Pursuant offer sell (in Dollars) | $							$ 2,700,000
Shares issued							118,629
Underwriters [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares																			3.518
Private Placement [Member] | Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued			1,000,000
Investor per share (in Dollars per share) | $ / shares			$ 0.5
Total cash proceeds (in Dollars) | $			$ 500,000
Warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercisable expire													5 years			5 years
Warrants per share (in Dollars per share) | $ / shares																			3.518
Warrants outstanding																				20
IPO [Member] | Underwriter Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares																			$ 3.518
Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares													$ 0.88
Special Voting Preferred Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Vote per share														one
Preferred stock, shares authorized													1	1	1	1
Preferred stock, par value per share (in Dollars per share) | $ / shares													$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued													1	1	1	1
Exchange shares													36,168			36,168
Preferred stock, par value (in Dollars) | $														$ 0.0001
Preference liquidation (in Dollars per share) | $ / shares													$ 1	$ 1	$ 1
Exchangeable shares value (in Dollars) | $													$ 277,450
Exchangeable Shares | ؋																؋ 1,813
Total exchangeable shares | ؋																؋ 249,504
Special voting preferred stock													one
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred stock, par value per share (in Dollars per share) | $ / shares					$ 0.0001
Preferred stock, shares issued					400,000
Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred stock, par value per share (in Dollars per share) | $ / shares					$ 0.0001
Preferred stock, shares issued					100,000
Redeemable Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Convertible redeemable preferred stock, description					(the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Convertible Redeemable Preferred Stock”), at an offering price of $9.50 per share, representing a 5 percent original issue discount to the stated value of $10.00 per share, for gross proceeds of approximately $4.75 million in the aggregate, before the deduction of $0.4 million for fees and offering expenses of our financial advisor. We also incurred and paid approximately $0.1 million of other issue costs attributable to third-party professional and legal fees. The aggregate net proceeds (after deducting the fees and expenses of our financial advisor) together with the additional amount to provide for the 105 percent redemption premium, or $0.5 million, on the Convertible Redeemable Preferred Stock was deposited in an account with an escrow agent. The shares of the Convertible Redeemable Preferred Stock were convertible, at a conversion price of $0.25 per share (subject in certain circumstances to adjustments), into shares of our Common Stock, at the option of the holders and, in certain circumstances, by the Company.									The holders of all of the Convertible Redeemable Preferred Stock redeemed their shares for cash at 105 percent of the stated value, or $10.50 per share, of such shares on November 9, 2022. Accordingly, we directed the escrow agent to pay $5.25 million on November 10, 2022 to the holders from the escrow account established upon the date of the Convertible Redeemable Preferred Stock offering. The amounts paid over the offering price upon redemption are considered “deemed” dividends and reported as a reduction of Additional paid-in capital in the consolidated statement of changes in stockholders’ equity (deficit).
Exchange shares													3,294,574			3,294,574
Underwriter Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercisable expire														5 years
Public warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exchange shares																				290,690
Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Class of common stock													1
Common Stock, shares authorized													150,000,000			150,000,000
Common stock, par value per share (in Dollars per share) | $ / shares													$ 0.0001
Vote per share													one
Exercise price (in Dollars per share) | $ / shares													$ 0.37
Warrants shares																				1
Investor per share (in Dollars per share) | $ / shares																				$ 230
Warrants purchase shares													2,173,913			2,173,913
Common Stock [Member] | Underwriter Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares													$ 4.6
Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred stock, shares authorized													5,000,000			5,000,000
Preferred stock, par value per share (in Dollars per share) | $ / shares													$ 0.0001
Common Class A [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Warrants shares													1			1
Public Warrants [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Exchange shares																				290,690
Mtech [Member] | Mtech Private Warrant [Member] | Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Purchase share													1			1
[1]The Common Warrants and Underwriter Warrants are exercisable for a combined amount of 2,282,609

Stockholders_ Equity (Deficit_3

Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants - $ / shares		9 Months Ended		12 Months Ended
		Sep. 30, 2023		Dec. 31, 2022		Dec. 31, 2021
Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants [Line Items]
Beginning balance, outstanding		51,465,978				5,813,804
Issued				59,747,574
Exercised (in Dollars per share)				$ (14,095,400)
Expired (in Dollars per share)
Ending balance, outstanding		51,465,978		51,465,978
2019 Public Warrants [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants [Line Items]
Exercise Price (in Dollars per share)				$ 230	[1]	$ 230	[2]
Expiration Date				Jun. 19, 2024	[1]	Jun. 19, 2024	[2]
Beginning balance, outstanding	[2]	5,813,804	[1]			5,813,804
Issued	[2]
Exercised (in Dollars per share)			[1]		[2]
Expired (in Dollars per share)			[1]		[2]
Ending balance, outstanding	[1]	5,813,804		5,813,804	[2]
Pre-funded Warrants [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants [Line Items]
Exercise Price (in Dollars per share)	[3]					$ 0.002
Expiration Date	[3]					Jun. 29, 2027
Beginning balance, outstanding	[3]
Issued	[3]			14,095,400
Exercised (in Dollars per share)	[3]			$ (14,095,400)
Expired (in Dollars per share)	[3]
Ending balance, outstanding	[3]
Common Warrant [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants [Line Items]
Exercise Price (in Dollars per share)	[4]					$ 4.6
Expiration Date	[4]					Jun. 29, 2027
Beginning balance, outstanding	[4]	43,478,261
Issued	[4]			43,478,261
Exercised (in Dollars per share)	[4]
Expired (in Dollars per share)	[4]
Ending balance, outstanding	[4]			43,478,261
Underwriter Warrants [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Warrants [Line Items]
Exercise Price (in Dollars per share)				$ 0.37	[5]	$ 4.6	[4]
Expiration Date				Jun. 29, 2027	[5]	Jun. 29, 2027	[4]
Beginning balance, outstanding	[4]	2,173,913	[5]
Issued	[4]			2,173,913
Exercised (in Dollars per share)			[5]		[4]
Expired (in Dollars per share)			[5]		[4]
Ending balance, outstanding	[5]	2,173,913		2,173,913	[4]
[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 2019 Public Warrants are exercisable for 290,690 -funded

Stock-Based Compensation and _3

Stock-Based Compensation and Other Benefit Plans (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	May 31, 2022	Jun. 26, 2020	Dec. 31, 2022	Dec. 31, 2021	Jun. 17, 2019
Stock-Based Compensation and Other Benefit Plans (Details) [Line Items]
Shares authorized for issuance			172,021
Adjusted number of shares authorized for issuance			225,000
Compensation cost capitalized (in Dollars)			$ 0.1
Restricted Shares and Restricted Stock Units [Member]
Stock-Based Compensation and Other Benefit Plans (Details) [Line Items]
Shares authorized for issuance			4,500,000
Stock-based compensation expense recognized (in Dollars)			$ 0.9	$ 2
Unrecognized compensation costs (in Dollars)			$ 0.8
Estimated weighted average remaining vesting period			1 year 4 months 24 days
Restricted Shares and Restricted Stock Units [Member] | Equity Incentive Plan [Member] | Common Stock [Member]
Stock-Based Compensation and Other Benefit Plans (Details) [Line Items]
Common stock reserved					1,040,038
Shares authorized for issuance	2,934,962	525,000
Restricted Stock Units (RSUs) [Member] | Equity Incentive Plan [Member]
Stock-Based Compensation and Other Benefit Plans (Details) [Line Items]
Vesting period from the grant date or the first day of the service period			4 years

Stock-Based Compensation and _4

Stock-Based Compensation and Other Benefit Plans (Details) - Schedule of Unvested Restricted Shares and RSUs Activity - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Shares, Unvested Beginning	35,809	41,366
Weighted Average Grant Date Fair Value, Unvested Beginning (in Dollars per share)	$ 109.4	$ 135.4
Restricted Shares, Ending	11,420	35,809
Weighted Average Grant Date Fair Value, Ending (in Dollars per share)	$ 89.66	$ 109.4
Restricted Shares, Granted	14,146	22,382
Weighted Average Grant Date Fair Value, Granted (in Dollars per share)	$ 13.54	$ 81
Restricted Shares, Vested	(23,764)	(22,913)
Weighted Average Grant Date Fair Value, Vested (in Dollars per share)	$ 54.06	$ 111
Restricted Shares, Forfeited	(14,771)	(5,026)
Weighted Average Grant Date Fair Value, Forfeited (in Dollars per share)	$ 112.41	$ 90.2
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Shares, Unvested Beginning	1,620	3,215
Restricted Shares, Ending	334	1,620
Restricted Shares, Granted
Restricted Shares, Vested	(1,286)	(1,528)
Restricted Shares, Forfeited		(67)
Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Shares, Unvested Beginning	34,189	38,151
Restricted Shares, Ending	11,086	34,189
Restricted Shares, Granted	14,146	22,382
Restricted Shares, Vested	(22,478)	(21,385)
Restricted Shares, Forfeited	(14,771)	(4,959)

Fair Value (Details)

Fair Value (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022
Cannabis [Member]
Fair Value (Details) [Line Items]
Fair value of the contingent consideration		$ 6.3
365 Cannabis [Member]
Fair Value (Details) [Line Items]
Reduction of earn-out obligation	$ 3	$ 2.3

Fair Value (Details) - Schedule

Fair Value (Details) - Schedule of Reconciliation of Fair Values - Senior Secured Convertible Notes [Member]	9 Months Ended
	Oct. 05, 2021 USD ($)
2020 Notes
Ending fair value balance – December 31, 2020	$ 13,398,000
Principal payments in cash and Common Stock	(15,172,727)
Change in fair value reported in the statements of operations	2,030,904
Change in fair value reported in other comprehensive income	(70,000)
Gain on extinguishment of debt reported in the statement of operations	(186,177)
Ending fair value balance – October 5, 2021

Fair Value (Details) - Schedu_2

Fair Value (Details) - Schedule of Reconciliation of Fair Values - Fair Value, Inputs, Level 3 [Member] - Senior Convertible Notes [Member] - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Senior Convertible Notes
Beginning fair value	$ 18,000,000	$ 17,305,000
Principal payments in cash and Common Stock		(5,337,273)
Change in fair value reported in the statements of operations	(665,000)	2,884,273
Change in fair value reported in other comprehensive income	(30,000)	(245,000)
Ending fair value balance	$ 17,305,000	$ 14,607,000

Fair Value (Details) - Schedu_3

Fair Value (Details) - Schedule of Fair Value by Using Key Inputs - Senior Convertible Notes [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Face value principal payable	$ 14,662,727	$ 20,000,000
Conversion prices, as adjusted for the Reverse Stock Split and certain securities offerings	$ 4.75	$ 4.05
Value of Common Stock on measurement date	$ 0.69	$ 1.75
Expected term (years)	1 year 9 months 18 days	2 years 9 months 18 days
Volatility	77%	75%
Risk free rate	4.40%	1%
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Market yield (range)	44.30%	37.10%
Issue date	5	5
Maturity date	5	5
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Market yield (range)	43.90%	0%
Issue date	2021	2021
Maturity date	2024	2024

Fair Value (Details) - Schedu_4

Fair Value (Details) - Schedule of Fair Value by Using Key Inputs - Private Warrants [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value balance at beginning of period	$ 63,178	$ 311,376
Change in fair value reported in the statements of operations	(63,178)	(248,198)
Fair value balance at end of period		$ 63,178

Fair Value (Details) - Schedu_5

Fair Value (Details) - Schedule of Reconciliation of Fair Values - Private Warrants [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of Private Warrants	225,635	225,635	225,635
Exercise price, as adjusted for the Reverse Stock Split	$ 230	$ 230	$ 230
Value of Common Stock on measurement date	$ 0.605	$ 0.69	$ 1.75
Expected term (years)	11 months 15 days	1 year 5 months 15 days	2 years 5 months 15 days
Volatility			85.80%
Risk free rate			0.80%

Fair Value (Details) - Schedu_6

Fair Value (Details) - Schedule of Fair Value Measurement Unit Offering Common and Underwriter Warrants	12 Months Ended
	Jul. 05, 2022 $ / shares
Schedule Of Fair Value Measurement Unit Offering Common And Underwriter Warrants [Abstract]
Exercise price as adjusted for the Reverse Stock Split	$ 4.6
Expected term (years)	5 years
Volatility	136.90%

Earning per share (Details) - S

Earning per share (Details) - Schedule of Diluted Earnings Per Share - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted	16,058,816	4,942,916	5,685,893	966,184
Shares Issuable Upon Exchange of Exchangeable Shares [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			14,284	15,465
Shares of Common Stock Issuable Upon Conversion of Convertible Notes [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			3,086,890	624,220
2019 Public Warrants [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			290,690	290,690
2022 Unit Offering – Common Warrants [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			2,173,913
2022 Unit Offering – Underwriter Warrants [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			108,696
Unvested Restricted Stock Units [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			11,086	34,189
Unvested Restricted Stock Awards [Member]
Earning per share (Details) - Schedule of Diluted Earnings Per Share [Line Items]
Total fully diluted			334	1,620

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operations (Details) [Line Items]
Goodwill				$ 22,800,000
Goodwill				12,500,000
Intangible assets				10,000,000
Capitalized software				300,000
Capitalized computer software asset		$ 213,766		654,556	$ 6,940,653
Debt expense				300,000
Cash proceeds received	$ 600,000	600,000
Earn-out obligation	2,300,000	2,283,806
Net asset	$ 2,700,000
365 Cannabis [Member]
Discontinued Operations (Details) [Line Items]
Goodwill		9,000,000		22,200,000
Total impairments of long-lived assets				22,200,000
LCA [Member]
Discontinued Operations (Details) [Line Items]
Goodwill		$ 100,000
Total impairments of long-lived assets				600,000
Capitalized computer software asset			$ 900,000	$ 1,100,000	$ 400,000

Discontinued Operations (Deta_2

Discontinued Operations (Details) - Schedule of Assets and Liabilities of the Discontinued Group - Discontinued Operations [Member] - 365 Cannabis [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 30, 2022	Dec. 31, 2021
Discontinued Operations (Details) - Schedule of Assets and Liabilities of the Discontinued Group [Line Items]
Cash and restricted cash		$ 305,500	$ 305,500	$ 1,354,899
Accounts receivable, net		112,444	112,444	530,086
Prepaid expenses & other current assets		578,393	578,393	258,042
Fixed assets		63,764	63,764	87,123
Capitalized software, net		828,555	828,555	371,023
Intangible assets, net		3,241,372	3,241,372	15,056,111
Goodwill				14,098,384
Other noncurrent assets				9,700
Total assets		5,130,028	5,130,028	31,765,368
Accounts payable, accrued expenses and other current liabilities		1,034,426	1,034,426	677,747
Deferred revenue		994,713	994,713	2,672,019
Deferred revenue, noncurrent		217,083	217,083	336,773
Total liabilities		2,246,222	2,246,222	3,686,539
Current assets held for sale		5,130,028		2,143,027
Noncurrent assets held for sale				29,622,341
Total assets held for sale		5,130,028	5,130,028	31,765,368
Current liabilities held for sale		2,246,222		3,349,766
Noncurrent liabilities held for sale				336,773
Total liabilities held for sale		$ 2,246,222	$ 2,246,222	$ 3,686,539

Discontinued Operations (Deta_3

Discontinued Operations (Details) - Schedule of Operations of the Discontinued Group - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Operations of the Discontinued Group [Abstract]
Revenue		$ 2,348,423	$ 214,346	$ 7,650,389	$ 9,453,309	$ 3,057,877
Cost of revenue		575,076	10,119	1,916,454	2,418,322	685,603
Gross profit		1,773,347	204,227	5,733,935	7,034,987	2,372,274
Research and development					1,807,068	379,943
Sales and marketing		928,221	171,753	3,319,428	4,166,545	1,399,908
General and administrative					472,479	248,578
Depreciation and amortization		567,259	24,507	1,619,478	2,212,438	560,599
Impairment of long-lived assets				9,037,642	22,811,310	29,196
Changes in fair value of contingent consideration					(4,016,194)
Interest expense					596	794
Loss from discontinued operations before income taxes		2,869,908	(115,398)	(7,240,811)	(20,419,255)	(246,744)
Income tax benefit					(12,919)	(1,500)
Net loss from discontinued operations, net of tax		$ 2,869,908	$ 97,203	$ (7,720,811)	$ (20,432,174)	$ (248,244)

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets by Geographical Location - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 2,937,391	$ 4,576,460
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	27,425	48,879
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 2,909,966	$ 4,527,581

Revenue and Contracts with Cu_9

Revenue and Contracts with Customers (Details) - Schedule of Revenue Disaggregation by Customer Type and Geographic Region - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total	$ 2,082,553	$ 3,064,379	$ 6,973,109	$ 10,799,135	$ 13,645,030	$ 17,627,097
Total	2,082,553	3,064,379	6,973,109	10,799,135
United States [Member]
Disaggregation of Revenue [Line Items]
Total	1,595,271	2,295,362	5,305,703	267,468
Canada [Member]
Disaggregation of Revenue [Line Items]
Total	487,282	769,017	1,667,406	2,531,667
Government [Member]
Disaggregation of Revenue [Line Items]
Total	627,803	638,641	1,943,195	2,636,263
Non-government [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,454,750	$ 2,425,738	$ 5,029,914	$ 8,162,872	$ 10,699,084	$ 14,368,939

Revenue and Contracts with C_10

Revenue and Contracts with Customers (Details) - Schedule of Deferred Revenue Activity - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Deferred Revenue Activity Abstract
Deferred revenue	$ 469,874	$ 730,573	$ 1,117,703
Deferred revenue, Net additions	4,719,118	5,446,403
Deferred revenue, Revenue recognized	$ (4,979,817)	$ (5,833,533)

Revenue and Contracts with C_11

Revenue and Contracts with Customers (Details) - Schedule of Deferred Contract Cost Activity - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Deferred Contract Cost Activity Abstract
Deferred contract costs		$ 36,465	$ 142,930
Deferred contract costs, Additions
Deferred contract costs, Amortized costs	$ (36,465)

Long Term Debt (Details) - Sc_3

Long Term Debt (Details) - Schedule of Long Term Debt - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Long Term Debt [Abstract]
Total long-term debt	$ 7,733,271	$ 14,607,000
Less: Current portion	(7,733,271)	(13,200,000)	$ (13,200,000)
Noncurrent portion		$ 1,407,000

Supplemental Balance Sheet Di_5

Supplemental Balance Sheet Disclosures (Details) - Schedule of Supplemental Prepaid Expenses and Other Current Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Supplemental Prepaid Expenses and Other Current Assets [Abstract]
Unbilled receivables	$ 503,029	$ 544,212	$ 505,203
Software and technology	58,254	168,792	643,387
Insurance	85,323	224,785	264,097
Professional services, dues and subscriptions	39,069	183,614	537,237
Deferred contract costs		36,465	142,930
Other	83,874	51,755	32,868
Total	$ 769,549	$ 1,209,623	$ 2,125,722

Supplemental Balance Sheet Di_6

Supplemental Balance Sheet Disclosures (Details) - Schedule of Accounts Payable, Accrued Expenses, and Other Accrued Liabilities - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Payable Accrued Expenses and Other Accrued Liabilities [Abstract]
Accounts payable	$ 1,704,762	$ 1,510,287	$ 1,716,705
Settlements and legal	928,715	950,213	681,045
Contractors	434,289	562,993	646,996
Compensation	439,617	368,440	1,656,158
Sales taxes	164,473	219,285	108,854
Professional fees	185,077	155,161	280,818
Interest and other	469,884	660,040	295,197
Total	$ 4,326,727	$ 4,426,419	$ 5,385,773

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - Schedule of Warrants Outstanding - $ / shares		9 Months Ended		12 Months Ended
		Sep. 30, 2023		Dec. 31, 2022		Dec. 31, 2021
Class of Warrant or Right [Line Items]
Beginning balance, outstanding		51,465,978				5,813,804
Issued
Exercised (in Dollars per share)				$ (14,095,400)
Expired (in Dollars per share)
Ending balance, outstanding		51,465,978		51,465,978
2019 Public Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)				$ 230	[1]	$ 230	[2]
Expiration Date				Jun. 19, 2024	[1]	Jun. 19, 2024	[2]
Beginning balance, outstanding	[2]	5,813,804	[1]			5,813,804
Issued	[1]
Exercised (in Dollars per share)			[1]		[2]
Expired (in Dollars per share)			[1]		[2]
Ending balance, outstanding	[1]	5,813,804		5,813,804	[2]
Common Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)	[3]			$ 0.37
Expiration Date	[3]			Jun. 29, 2027
Beginning balance, outstanding	[3]	43,478,261
Issued	[3]
Exercised (in Dollars per share)	[3]
Expired (in Dollars per share)	[3]
Ending balance, outstanding	[3]	43,478,261		43,478,261
Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price (in Dollars per share)				$ 0.37	[3]	$ 4.6	[4]
Expiration Date				Jun. 29, 2027	[3]	Jun. 29, 2027	[4]
Beginning balance, outstanding	[4]	2,173,913	[3]
Issued	[3]
Exercised (in Dollars per share)			[3]		[4]
Expired (in Dollars per share)			[3]		[4]
Ending balance, outstanding	[3]	2,173,913		2,173,913	[4]
[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 2019 Public Warrants are exercisable for 290,690

Fair Value (Details) - Schedu_7

Fair Value (Details) - Schedule of Reconciliation of Fair Values - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Schedule Of Reconciliation Of Fair Values Abstract
Fair value balance at beginning of period	$ 9,265,000	$ 13,388,000	$ 14,607,000	$ 17,305,000	$ 17,305,000
Principal payments in cash and Common Stock	(1,500,000)		(7,929,457)	(5,380,000)
Change in fair value reported in the statements of operations	(185,000)	1,113,000	863,457	2,840,000
Change in fair value reported in other comprehensive loss	3,000	(26,000)	42,000	(290,000)
Fair value balance at end of period	$ 7,583,000	$ 14,475,000	$ 7,583,000	$ 14,475,000	$ 14,607,000

Fair Value (Details) - Schedu_8

Fair Value (Details) - Schedule of Reconciliation of Fair Values - Convertible Debt Securities [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value (Details) - Schedule of Reconciliation of Fair Values [Line Items]
Debt Instrument, Face Amount (in Dollars)	$ 6,733,271	$ 14,662,727
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 4.75	$ 4.75
Value of Common Stock (in Dollars per share)	$ 0.22	$ 0.69
Expected term (years)	1 year	1 year 9 months 18 days
Volatility	102%	77%
Market yield (range)	41.20%
Risk free rate	4.70%	4.40%
Fair value issue date	October 5, 2021	October 5, 2021
Maturity date	October 5, 2024	October 5, 2024
Minimum [Member]
Fair Value (Details) - Schedule of Reconciliation of Fair Values [Line Items]
Market yield (range)		44.30%
Maximum [Member]
Fair Value (Details) - Schedule of Reconciliation of Fair Values [Line Items]
Market yield (range)		43.90%

Fair Value (Details) - Schedu_9

Fair Value (Details) - Schedule of Fair Value by Using Key Inputs - Private warrant [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value balance at beginning of period		$ 45,127		$ 63,178	$ 63,178
Change in fair value reported in the statements of operations		(33,845)		(51,896)
Fair value balance at end of period		$ 11,282		$ 11,282

Fair Value (Details) - Sched_10

Fair Value (Details) - Schedule of Reconciliation of Fair Values - Private Warrants [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of Private Warrants	225,635	225,635	225,635
Original conversion price	$ 230	$ 230	$ 230
Value of Common Stock	$ 0.605	$ 0.69	$ 1.75
Expected term (years)	11 months 15 days	1 year 5 months 15 days	2 years 5 months 15 days
Volatility			85.80%
Risk free rate			0.80%

Fair Value (Details) - Sched_11

Fair Value (Details) - Schedule of Fair Value Measurement Unit Offering Common and Underwriter Warrants - Fair Value, Inputs, Level 3 [Member]	Jul. 05, 2022 $ / shares
Fair Value (Details) - Schedule of Fair Value Measurement Unit Offering Common and Underwriter Warrants [Line Items]
Exercise price	$ 4.6
Expected term (years)	5 years
Volatility	136.90%

Earning per share (Details) -_2

Earning per share (Details) - Schedule of Diluted Earnings Per Share - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Diluted Earnings Per Share [Line Items]
Total	16,058,816	4,942,916	5,685,893	966,184
Shares Issuable Upon Exchange of Exchangeable Shares [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	12,476	14,284
Shares of Common Stock Issuable Upon Conversion of Convertible Notes [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	13,466,543	2,354,268
2019 Public Warrants [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	290,690	290,690
2022 Unit Offering - Common Warrants [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	2,173,913	2,173,913
2022 Unit Offering - Underwriter Warrants [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	108,696	108,696
Unvested Restricted Stock Units [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total	6,498	730
Unvested Restricted Stock Awards [Member]
Schedule of Diluted Earnings Per Share [Line Items]
Total		334

Discontinued Operations (Deta_4

Discontinued Operations (Details) - Schedule of Assets and Liabilities of the Discontinued Group - Discontinued Operations [Member] - 365 Cannabis [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 30, 2022	Dec. 31, 2021
Discontinued Operations (Details) - Schedule of Assets and Liabilities of the Discontinued Group [Line Items]
Cash and restricted cash		$ 305,500	$ 305,500	$ 1,354,899
Accounts receivable, net		112,444	112,444	530,086
Prepaid expenses & other current assets		578,393	578,393	258,042
Fixed assets		63,764	63,764	87,123
Capitalized software, net		828,555	828,555	371,023
Intangible assets, net		3,241,372	3,241,372	15,056,111
Total assets held for sale		5,130,028	5,130,028	31,765,368
Accounts payable, accrued expenses and other current liabilities		1,034,426	1,034,426	677,747
Deferred revenue		994,713	994,713	2,672,019
Deferred revenue, noncurrent		217,083	217,083	336,773
Total liabilities held for sale		$ 2,246,222	$ 2,246,222	$ 3,686,539

Discontinued Operations (Deta_5

Discontinued Operations (Details) - Schedule of Operations of the Discontinued Group - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Operations of the Discontinued Group [Abstract]
Revenue		$ 2,348,423	$ 214,346	$ 7,650,389	$ 9,453,309	$ 3,057,877
Cost of revenue		575,076	10,119	1,916,454	2,418,322	685,603
Gross profit		1,773,347	204,227	5,733,935	7,034,987	2,372,274
Product development		414,948	117,500	1,290,618
Sales and marketing		928,221	171,753	3,319,428	4,166,545	1,399,908
General and administrative		(3,006,140)	4,032	(2,596,946)
Depreciation and amortization		567,259	24,507	1,619,478	2,212,438	560,599
Impairment of long-lived assets				9,037,642	22,811,310	29,196
Other expense (income), net		(849)	1,833	(304,526)
Gain (loss) from discontinued operations before income taxes		2,869,908	(115,398)	(7,240,811)	(20,419,255)	(246,744)
Income tax benefit					(12,919)	(1,500)
Gain (loss) from discontinued operations, net of tax		2,869,908	(115,398)	(7,240,811)
Gain on sale of discontinued operations, net of tax			212,601
Net gain (loss) from discontinued operations, net of tax		$ 2,869,908	$ 97,203	$ (7,720,811)	$ (20,432,174)	$ (248,244)