Washington, D.C. 20549


FORM 12b-25





SEC FILE NUMBER: 001-39096



(Check one): x Form 10-K o Form 20-F  o Form 11-K  o Form 10-Q  o Form 10-D o Form N- CEN      
  o Form N-CSR        

For Period Ended: June 30, 2020


o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

For the Transition Period Ended: ____________________


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.




Akerna Corp.
Full Name of Registrant


Mtech Acquisition Holdings Inc.

Former Name if Applicable


1630 Welton Street, Floor 4

Address of Principal Executive Office (Street and Number)
Denver, Colorado 80202
City, State and Zip Code



PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)







(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.








State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)


Akerna Corp. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended June 30, 2020 (the “Form 10-K”). The Company was unable to file its Form 10-K within the prescribed time period provided by the applicable rules of the Securities and Exchange Commission without unreasonable effort and expense.


The Company is an emerging growth company with limited accounting staff and resources. During the second half of the fiscal year ended June 30, 2020 through to July 7, 2020, the Company completed three different acquisition transactions, two of which were significant business acquisitions requiring a substantial amount of accounting integration and reconciliation. The Company also completed the issuance of a complicated convertible debt instrument on June 9, 2020, which required complex accounting treatment. Despite the Company’s reasonable efforts, the preparation and finalization of the financial statements and completion of the audit thereon was not complete until a short time prior to the filing deadline and the Company’s edgar service agent was not able to complete the necessary final changes to the filing document and clear all validation errors in the filing prior to the filing deadline.


The Company is working diligently to finalize the filing and expects to file the Form 10-K within the grace period prescribed by Rule 12b-25.




(1) Name and telephone number of person to contact in regard to this notification


John Fowle   (720)   710-3146
(Name)   (Area Code)   (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ☐ No


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes   x  No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


Akerna Corp.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 28, 2020 By: /s/ John Fowle
    John Fowle
    Chief Financial Officer