Filing Overview
Registrant: Akerna Corp. (the request metadata identifies American Bitcoin Corp., but the filing names Akerna Corp.)
Form 8-K date: March 22, 2023, with the Stockholder Equity Notice received March 23, 2023 and the report signed March 28, 2023. The filing addresses Nasdaq continued-listing deficiencies; it does not report operating results for a financial reporting period.
Key Financial and Listing Metrics
- Stockholders’ equity: $(4,825,528) as of December 31, 2022, compared with Nasdaq’s minimum requirement of $2.5 million.
- Bid price: The common stock closed below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days.
- Alternative listing standards: The company also did not meet the alternative requirements of at least $35 million in market value of listed securities or $500,000 of net income from continuing operations in the applicable periods.
- The filing does not provide clear values for revenue, profit, cash flow, margins, debt, cash, or liquidity.
Material Developments
- Nasdaq issued a bid-price deficiency notice on March 22, 2023. The notice had no immediate effect on the listing, and the shares continued trading on the Nasdaq Capital Market under “KERN.”
- The company received 180 calendar days, through September 18, 2023, to regain compliance with the $1.00 minimum closing bid price. Compliance generally requires a closing bid of at least $1.00 for at least 10 consecutive business days, subject to Nasdaq discretion to require up to 20 days.
- Nasdaq issued a stockholders’ equity deficiency notice on March 23, 2023. The company had until May 8, 2023 to submit a compliance plan.
- If accepted, Nasdaq could grant up to an additional 180-day period to demonstrate compliance with the stockholders’ equity requirement.
Outlook, Risks, and Contingencies
Management stated that it intended to timely submit a plan to regain compliance and would continue monitoring the common stock’s bid price. The filing provides no assurance that Nasdaq will accept the plan, grant additional time, or that the company will satisfy the listing requirements.
Failure to cure either deficiency, failure to satisfy other Nasdaq requirements, or rejection of the compliance plan could result in a delisting notice. The company would generally have appeal rights before a Nasdaq hearings panel, and a hearing request could stay suspension or delisting actions during the applicable process.
Investor Verification Checklist
- Verify the registrant’s identity and ticker because the filing names Akerna Corp., while the request metadata identifies American Bitcoin Corp.
- Confirm subsequent Nasdaq notices, compliance-plan acceptance, extensions, hearings, or delisting actions.
- Review subsequent financial statements for changes in stockholders’ equity, liquidity, financing, and capital structure.
- Verify whether and when the common stock regained the $1.00 minimum bid price.