Filing Overview
This Form 8-K was filed by Akerna Corp., not American Bitcoin Corp., with an earliest reported event date of November 23, 2022 and a filing signature date of November 29, 2022. The filing concerns Nasdaq listing compliance and does not report operating or financial results.
Business Context and Reporting Period
Akerna’s common stock and warrants traded on the Nasdaq Capital Market under the symbols KERN and KERNW. The company had previously received notice that its common stock failed to maintain Nasdaq’s minimum $1.00 closing bid price requirement under Listing Rule 5550(a)(2).
Financial and Other Key Metrics
- Revenue, profit, cash flow, margins, debt, liquidity, and other financial metrics: not provided in this filing.
- On November 8, 2022, the company completed a 20-to-1 reverse stock split to help regain compliance.
- The stock traded above $1.00 for 10 consecutive business days, but Nasdaq required a longer compliance period based on the price margin and downward price trend.
Material Changes and Nasdaq Status
- On November 23, 2022, Nasdaq determined that Akerna had not yet regained compliance with the minimum bid price requirement.
- Nasdaq granted a 180-day extension through May 22, 2023.
- The company’s Nasdaq listing remained fully effective during the extension.
- Compliance generally requires the closing bid price to be at least $1.00 for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to require a longer period, generally no more than 20 business days.
Outlook, Risks, and Contingencies
Management stated that it would monitor the closing bid price and seek to regain compliance with all applicable Nasdaq requirements. Actions could include a second reverse stock split if considered advisable.
If compliance is not regained by May 22, 2023, Nasdaq may issue a delisting notification. The company could appeal to a Nasdaq hearings panel, but the filing states there is no assurance that an appeal would succeed. The filing also identifies the company’s SEC reports, including its Form 10-K filed March 31, 2022, as sources of additional risk factors.
Key Facts for Investors to Verify
- Confirm the issuer identity: the supplied filing is for Akerna Corp., whereas the request metadata identifies American Bitcoin Corp.
- Verify whether Akerna regained Nasdaq’s $1.00 minimum bid price compliance by May 22, 2023.
- Check whether any subsequent reverse stock split, delisting notice, or Nasdaq appeal occurred.
- Review subsequent SEC filings for the company’s financial condition, liquidity, capital structure, and additional listing risks.