Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 


Date of Report (Date of earliest event reported): May 10, 2021


(Exact name of registrant as specified in its charter)


Delaware   001-39096   83-2242651
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


1550 Larimer Street, #246, Denver, Colorado   80202 
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (888) 932-6537


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:  


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   KERN   NASDAQ Capital Market
Warrants to purchase one share of Common Stock   KERNW   NASDAQ Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 


Emerging growth company ☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 







Item 2.02 Results of Operations and Financial Condition.


On May 10, 2021, Akerna Corp. (the “Company”) issued a press release announcing financial and operational results and business highlights for the fiscal quarter ended March 31, 2021 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


99.1   Press Release of Akerna Corp., dated May 10, 2021*


* - Furnished not filed for purposes of Section 18 of the Exchange Act; not incorporated by reference in any filing that the Company makes under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Dated: May 10, 2021 AKERNA CORP.  
  By:  /s/ Jessica Billingsley

Jessica Billingsley

    Title: Chief Executive Officer






Exhibit 99.1




Akerna Announces Financial Results for the First Quarter 2021


Software revenue up 62%, total revenue up 31% year-over-year


DENVER, May 10, 2021 -- Akerna (Nasdaq: KERN), an enterprise software, leading compliance technology provider and developer of the cannabis industry’s first seed-to-sale enterprise resource planning (ERP) software technology (MJ Platform®), today reported its unaudited financial results for the quarter ended March 31, 2021.


“Our first quarter was a strong start to 2021, with increasing demand for our platform driving 62% year over year software growth,” said Jessica Billingsley, CEO of Akerna. “With the leadership position we have in our core business and capabilities we have integrated to take advantage of new opportunities such as payments with the passage of the Safe Banking Act, new state initiatives, and ultimately U.S. federal legalization, we believe we are well positioned to capitalize on the approaching inflection point in industry growth.”


Akerna is the technology ecosystem for cannabis. Through its family of software, which includes MJ Platform, Viridian Sciences, Ample Organics, Trellis, Leaf Data Systems, Last Call Analytics, and solo sciences, Akerna provides the only scalable cannabis ERP solution offering compliance, data, taxation, payments, seed-to-sale, track-and-trace, and consulting to operators, governments, and brands. In doing so, Akerna creates one of the world’s most transparent and accountable consumer packaged goods supply chains on a global scale.


Cannabis companies looking to scale alongside the rapidly expanding industry must leverage the right tools, and enterprise class software is essential to do so.


First Quarter 2021 Financial Highlights


Software revenue was $3.8 million, up 62% year over year
Total revenue was $4.0 million, up 31% year over year
Gross profit was $2.6 million, up 53% year over year
Net loss was $6.3 million compared to a net loss of $4.8 million in the same period last year
Adjusted EBITDA was negative $1.8 million compared to negative Adjusted EBITDA of $3.2 million for the same quarter
Cash was $15.4 million as of March 31, 2021, compared to $17.8 million as of December 31, 2020


See “Explanation of Non-GAAP Financial Measures” below


First Quarter 2021 Key Metrics


Total SaaS ARR of $15.7 million, up 73% year over year
Average new MJ Platform order up 29% year over year
MJ Platform transaction volume up 51% year over year
Retail order volume up 51% year over year
Retail order value up 29% year over year
New Bookings ARR of approximately $1M




First Quarter 2021 Operational Highlights


Akerna’s MJ Platform achieves SAP certified integration with SAP NetWeaver
Announced acquisition of Viridian Sciences, SAP Business One software for cannabis, with positive cash flow contribution
Nominated new board member, Barry Fishman


The foregoing financial results are preliminary in nature. Final financial results and other disclosures will be reported in Akerna’s quarterly report on Form 10-Q and may differ materially from the results and disclosures today due to, among other things, the completion of final review procedures, the occurrence of subsequent events or the discovery of additional information. You are encouraged to review the Form 10-Q in detail.


Conference Call Details


Akerna will host a conference call tomorrow, Tuesday, May 11, 2021, at 8:30 a.m. Eastern Time to discuss its financial results and business highlights. A question-and-answer session will follow prepared remarks.


Interested parties may listen to the call by dialing:


Toll-Free: 1-877-407-3982

Toll / International: +1-201-493-6780

Conference ID: 13719091


The conference call will also be available via a live, listen-only webcast and can be accessed through the Investor Relations section of Akerna’s website, https://ir.akerna.com/


To be included on the Company’s email distribution list, please sign up at https://ir.akerna.com/news-events/email-alerts


About Akerna


Akerna (Nasdaq: KERN) is an enterprise software company focused on compliantly serving the cannabis, hemp, and CBD industry. First launched in 2010, Akerna has tracked more than $20 billion in cannabis sales to date and is the first cannabis software company listed on Nasdaq. The company’s cornerstone technology, MJ Platform, the world’s leading infrastructure as a service platform, powers retailers, manufacturers, brands, distributors, and cultivators.


For more information, visit https://www.akerna.com/.


Investor Contacts

Sapphire Investor Relations, LLC

Erica Mannion or Michael Funari

(617) 542-6180






Forward Looking Statements


Certain statements made in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements include but are not limited to statements regarding our preliminary financial results which may differ from our final financial results, our preparation for a potential post-legalization landscape, our believe enterprise capabilities, including comprehensive compliance solutions and financial reporting integrations, will become increasingly important to the future leaders of the cannabis industry and the timing for management’s conference call in relation to our quarterly results. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of significant known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside Akerna’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others that may affect actual results or outcomes, include (i) Akerna’s ability to maintain relationships with customers and suppliers and retain its management and key employees, (ii) changes in applicable laws or regulations, (iii) changes in the market place due to the coronavirus pandemic or other market factors, (iv) and other risks and uncertainties disclosed from time to time in Akerna’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein. You are cautioned not to place undue reliance on forward-looking statements. All information herein speaks only as of the date hereof, in the case of information about Akerna, or the date of such information, in the case of information from persons other than Akerna. Akerna undertakes no duty to update or revise the information contained herein. Forecasts and estimates regarding Akerna’s industry and end markets are based on sources believed to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.


Explanation of Non-GAAP Financial Measures:


In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.


Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We attempt compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures.


Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.


Adjusted EBITDA


We believe that Adjusted EBITDA, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance and allows for comparison of our performance and credit strength to our peers. Adjusted EBITDA should not be considered alternatives to net loss as determined in accordance with GAAP as indicators of our performance or liquidity.





We define EBITDA as net loss before interest expense, provision for income taxes, depreciation and amortization. We calculate Adjusted EBITDA as EBITDA further adjusted to exclude the effects of the following items for the reasons set forth below:


Impairment of long-lived assets, because it’s a non-cash, non-recurring item, which effects the comparability of results of operations and liquidity;
Stock-based compensation expense, because this represents a non-cash charge and our mix of cash and share-based compensation may differ from other companies, which effects the comparability of results of operations and liquidity;
Cost incurred in connection with business combinations that are required to be expensed as incurred in accordance with GAAP, because business combination related costs are specific to the complexity and size of the underlying transactions as well as the frequency of our acquisition activity these costs are not reflective of our ongoing operations
Costs incurred in connection with debt issuance when we elect the fair value option to account for the debt instrument because if we had not elected the fair value option such costs would be recognized as an adjustment to the effective interest and excluded from EBITDA
Restructuring costs because we believe these costs are not representative of operating performance;
Equity in earnings (losses) of investees because our share of the operations of investees is not representative of our own operating performance and may not be monetized for a number of years; and
Other non-operating expenses which includes a one-time gain on asset sale, which effects the comparability of results of operations and liquidity;


Related Non-GAAP Expense Measure


We reference in our earnings call non-GAAP Operating Expenses. We believe that this non-GAAP financial measure, when considered with the financial statements determined in accordance with GAAP, is helpful to management and investors in understanding our performance quarter over quarter and to the comparable quarter in our prior fiscal year by excluding the same items we exclude from EBITDA to derive Adjusted EBITDA that are included in GAAP operating expenses, as set forth above (impairment of long-lived assets, stock-based compensation expense, costs incurred with business combinations, costs incurred in connection with debt issuance, restructuring costs and certain other non-operating expenses, as described above) for the same reasons stated above-- principally, that these expenses are not, in management’s opinion, easily comparable across reporting periods, are not reflective of ongoing operations and/or are not representative of our operating performance.


We define non-GAAP Operating Expenses, as GAAP Operating Expenses, excluding impairment of long-lived assets, stock-based compensation expense, costs incurred with business combinations, costs incurred in connection with debt issuance and restructuring costs.


This non-GAAP expense measure should not be considered an alternative to the corresponding GAAP financial measure as determined in accordance with GAAP as an indicator of our performance or liquidity. Please review the tables provided below, for a reconciliation of this non-GAAP expense measure to the corresponding GAAP financial measure.


The reconciliation of the above non-GAAP financial measures for the quarter ended March 31, 2021 are presented in the tables below. For comparative purposes, the reconciliation of these non-GAAP financial measures in the prior quarter ended December 31, 2020 are contained in our press release for that quarter dated March 22, 2021 and available on our website at www.akerna.com or in our current report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2021 and available here: https://www.sec.gov/Archives/edgar/data/1755953/000121390021016988/ea138212ex99-1_akerna.htm





Akerna Corp.

 Condensed Consolidated Balance Sheets


    March 31,     December 31,  
    2021     2020  
Assets    (unaudited)        
Current assets:            
Cash   $ 15,426,759     $ 17,840,640  
Restricted cash     500,000       500,000  
Accounts receivable, net     1,887,093       1,753,547  
Prepaid expenses and other current assets     2,095,614       2,458,727  
Total current assets     19,909,466       22,552,914  
Fixed assets, net     1,139,689       1,193,433  
Investment, net     229,883       233,664  
Capitalized software, net     4,201,065       3,925,739  
Intangible assets, net     6,974,546       7,388,795  
Goodwill     41,874,527       41,874,527  
Total Assets   $ 74,329,176     $ 77,169,072  
Liabilities and Equity                
Current liabilities                
Accounts payable, accrued expenses and other accrued liabilities   $ 3,060,746     $ 3,188,576  
Deferred revenue     1,105,869       843,900  
Current portion of long-term debt     8,781,302       11,707,363  
Total current liabilities     12,947,917       15,739,839  
Long-term debt, less current portion     1,127,843       3,895,237  
Total liabilities     14,075,760       19,635,076  
Commitments and contingencies                
Preferred stock, par value $0.0001; 5,000,000 shares authorized, none are issued and outstanding at March 31, 2021 and December 31, 2020            
Special voting preferred stock, par value $0.0001; 1 share authorized, issued and outstanding as of March 31, 2021 and December 31, 2020, with $1.00 preference in liquidation; exchangeable shares, no par value, 1,647,287 and 2,667,349 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively (See Note 4)     12,601,744       20,405,219  
Common stock, par value $0.0001; 75,000,000 shares authorized, 23,067,517 and 19,901,248 issued and outstanding at March 31, 2021 and December 31, 2020, respectively     2,306       1,990  
Additional paid-in capital     111,908,399       95,090,883  
Accumulated other comprehensive loss     (104,727 )     (91,497 )
Accumulated deficit     (64,154,306 )     (57,872,599 )
Total equity   $ 60,253,416     $ 57,533,996  
Total liabilities and equity   $ 74,329,176     $ 77,169,072  





Akerna Corp.

 Condensed Consolidated Statements of Operations



    For the Three Months Ended  
    March 31,  
    2021     2020  
Software   $ 3,795,153     $ 2,346,310  
Consulting     172,747       692,584  
Other     46,124       31,652  
Total revenues     4,014,024       3,070,546  
Cost of revenues     1,454,167       1,396,219  
Gross profit     2,559,857       1,674,327  
Operating expenses:                
Product development     1,424,100       874,787  
Sales and marketing     1,735,915       2,040,751  
General and administrative     1,852,962       3,457,262  
Depreciation and amortization     1,052,883       180,229  
Total operating expenses     6,065,860       6,553,029  
Loss from operations     (3,506,003 )     (4,878,702 )
Other (expense) income:                
Interest expense     (776,181 )      
Interest income     1,801       33,522  
Change in fair value of convertible notes     (1,991,272 )      
Other expense, net           (124 )
Total other (expense) income     (2,765,652 )     33,398  
Net loss before income taxes and equity in losses of investee     (6,271,655 )     (4,845,304 )
Income tax expense     (6,270 )      
Equity in losses of investee     (3,782 )      
Net loss     (6,281,707 )     (4,845,304 )
Net loss attributable to noncontrolling interest in consolidated subsidiary           101,175  
Net loss attributable to Akerna shareholders   $ (6,281,707 )   $ (4,744,129 )
Basic and diluted weighted average common stock outstanding     22,209,072       12,469,737  
Basic and diluted net loss per common share   $ (0.28 )   $ (0.38 )





Akerna Corp.

 Condensed Consolidated Statements of Cash Flows



    For the Three Months Ended  
    March 31,  
    2021     2020  
Cash flows from operating activities            
Net loss   $ (6,281,707 )   $ (4,845,304 )
Adjustment to reconcile net loss to net cash used in operating activities:                
Equity in losses of investment     3,782        
Bad debt     (10,516 )     208,729  
Stock-based compensation expense     503,379       301,948  
Amortization of deferred contract cost     118,519        
Non-cash interest expense     769,773        
Depreciation and amortization     1,052,882       2,824  
Foreign currency loss     (18,801 )      
Change in fair value of convertible notes     1,991,272        
Change in fair value of contingent consideration            
Changes in operating assets and liabilities:                
Accounts receivable     (177,832 )     234,203  
Prepaid expenses and other current assets     236,339       (631,319 )
Other assets           (58,925 )
Accounts payable and accrued liabilities     152,455       975,312  
Deferred revenue     286,637       (101,237 )
Net cash used in operating activities     (1,373,818 )     (3,913,769 )
Cash flows from investing activities                
Developed software additions     (704,637 )      
Furniture, fixtures, and equipment additions           (53,621 )
Cash paid for business combination, net of cash acquired           101,340  
Net cash used in investing activities     (704,637 )     47,719  
Cash flows from financing activities                
Value of shares withheld for related to tax withholdings     (333,847 )      
Net cash (used in) provided by financing activities     (333,847 )      
Effect of exchange rate changes on cash and restricted cash     (1,579 )      
Net change in cash and restricted cash     (2,413,881 )     (3,866,050 )
Cash and restricted cash - beginning of period     18,340,640       19,280,897  
Cash and restricted cash - end of period   $ 15,926,759     $ 15,414,847  
Cash paid for interest            
Cash paid for taxes            
Supplemental Disclosure of non-cash investing and financing activity:                
Settlement of convertible notes in common stock     8,467,292        
Conversion of exchangeable shares to common stock     7,803,475        
Settlement of other liabilities in common stock     377,325        





Akerna Corp.

Earnings Before Interest, Taxes, Depreciation and Amortization, and Adjusted EBITDA

The reconciliation of net loss to EBITDA and Adjusted EBITDA is as follows:



    Three Months Ended
March 31,
    2021     2020  
Net loss   $ (6,281,707 )   $ (4,845,305 )
Interest income     (1,801 )     (33,522 )
Interest expense     776,181       -  
Change in fair value of convertible notes     1,991,272       -  
Depreciation and amortization     1,052,883       180,229  
Income tax expense     6,270       -  
EBITDA   $ (2,456,902 )   $ (4,698,598 )
Stock compensation     503,379       301,949  
Acquisition related expense     43,991       1,218,432  
Financing related expense     17,834       -  
Restructuring     47,187       -  
Equity in losses of investee     3,782       -  
Other expense (income)     -       124  
Adjusted EBITDA   $ (1,840,729 )   $ (3,178,093 )





Akerna Corp.

The reconciliation of operating expenses to non-GAAP operating expenses is as follows:



    Three Months Ended
March 31,
    2021     2020  
Operating expenses   $ 6,065,860     $ 6,553,029  
Depreciation and amortization     1,052,883       180,229  
Stock-based compensation expense     503,379       301,949  
Business combination and merger related costs     43,991       1,218,432  
Financing related expense     17,834       -  
Restructuring charges     47,187       -  
Non-GAAP operating expenses   $ 4,400,586     $ 4,852,420