Akerna Corp. Quarterly report pursuant to Section 13 or 15(d)

(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 | $ / shares

$ 0.37

$ 4.6

$ 0.88

Issued

Class of warrant or right expense or revenue recognized

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

Number of warrants called by each common stock

Number of common stock called for conversion ratio calculation

POSaBIT Systems Corporation (“POSaBIT”) [Member]

Class of Stock [Line Items]

Termination fee and related expenses | $

$ 200,000

Convertible Redeemable Preferred Stock [Member]

Class of Stock [Line Items]

Exchangeable shares

3,294,574

Special Voting Preferred Stock

Class of Stock [Line Items]

Preferred stock, shares authorized

Preferred stock, shares issued

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

$ 0.0001

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

$ 1

Special voting preferred stock, description

one

Preferred Stock Conversion Ratio

20-for-one

Common Class A [Member]

Class of Stock [Line Items]

Common warrants shares

A T M Program [Member]

Class of Stock [Line Items]

Aggregate purchase price | $

$ 20,000,000

$ 800,000

$ 25,000,000

Sale of common stock

90,809

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 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 of the aggregate market value of our Common Stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our Common Stock held by non-affiliates is less than $75.0 million.

Public Warrant [Member]

Class of Stock [Line Items]

Exchangeable shares

290,690

Private Warrant [Member]

Class of Stock [Line Items]

Exercise price | $ / shares

$ 230

Pre Funded Warrants [Member]

Class of Stock [Line Items]

Exercise price | $ / shares

0.002

Underwriter Warrants [Member]

Class of Stock [Line Items]

Warrants and Rights Outstanding, Term

5 years

Exchangeable shares

108,696

Exercise price | $ / shares

$ 0.37

$ 4.6

$ 0.37

^[1]

0.88

Effective date

Jun. 29, 2022

Issued

^[1]

Underwriter Warrants [Member] | IPO [Member]

Class of Stock [Line Items]

Exercise price | $ / shares

$ 3.518

Underwriter Warrants [Member] | Minimum [Member]

Class of Stock [Line Items]

Underwriter warrants to purchase

108,696

Common Warrant [Member]

Class of Stock [Line Items]

Common warrants shares

2,173,913

Exercise price | $ / shares

$ 0.37

^[1]

$ 0.88

Issued

^[1]

Public Warrants And Private Warrants 2019 [Member]

Class of Stock [Line Items]

Warrant Stock Conversion Ratio

one-for-one

Warrant [Member]

Class of Stock [Line Items]

Warrants and Rights Outstanding, Term

5 years

Warrants outstanding

Common Stock [Member]

Class of Stock [Line Items]

Number of classes of stock | Number

Common warrants shares

Number of shares issued

2,282,609

Exercise price | $ / shares

$ 0.37

Underwriter warrants to purchase

2,173,913

Common stock per share | $ / shares

$ 230

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

Class of Stock [Line Items]

Aggregate purchase price | $

$ 2,700,000

Sale of common stock

118,629

Common Stock [Member] | Private Placement [Member]

Class of Stock [Line Items]

Sale of common stock

1,000,000

Common stock per share | $ / shares

$ 0.5

Cash proceeds from sale of common stock | $

$ 500,000

Common Stock [Member] | Mtech Private Warrant [Member] | Mtech [Member]

Class of Stock [Line Items]

Number of securities called by each warrant or right

[1]

In connection with the PIPE Investment, the exercise price of the Common Warrants and Underwriter Warrants was reduced from $0.88 per shares to $0.37 per share and are exercisable for a combined amount of 2,282,609 shares of Common Stock at $4.60 per share or a ratio of 20 warrants for one share of Common Stock.