Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Bid Price Notice
On March 22, 2023, Akerna Corp. (the "Company") received a letter from the
Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, based upon the closing bid price of the Company's common stock,
par value $0.0001 per share ("Common Stock"), for the last 30 consecutive
business days, the Company is not currently in compliance with the requirement
to maintain a minimum bid price of $1.00 per share for continued listing on The
Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid
Price Notice").
The Bid Price Notice has no immediate effect on the continued listing status of
the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the
Company's listing remains fully effective.
The Company is provided a compliance period of 180 calendar days from the date
of the Bid Price Notice, or until September 18, 2023, to regain compliance with
the minimum closing bid requirement, pursuant to Nasdaq Listing Rule
5810(c)(3)(A). If at any time before September 18, 2023, the closing bid price
of the Company's Common Stock closes at or above $1.00 per share for a minimum
of 10 consecutive business days, subject to Nasdaq's discretion to extend this
period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business
days, Nasdaq will provide written notification that the Company has achieved
compliance with the minimum bid price requirement, and the matter would be
resolved. If the Company does not regain compliance during the compliance period
ending September 18, 2023, then Nasdaq may grant the Company a second 180
calendar day period to regain compliance, provided the Company meets the
continued listing requirement for market value of publicly-held shares and all
other initial listing standards for The Nasdaq Capital Market, other than the
minimum closing bid price requirement, and notifies Nasdaq of its intent to cure
the deficiency.
The Company will continue to monitor the closing bid price of its Common Stock
and seek to regain compliance with all applicable Nasdaq requirements within the
allotted compliance periods. If the Company does not regain compliance within
the allotted compliance periods, including any extensions that may be granted by
Nasdaq, Nasdaq will provide notice that the Company's Common Stock will be
subject to delisting. The Company would then be entitled to appeal that
determination to a Nasdaq hearings panel. There can be no assurance that the
Company will regain compliance with the minimum bid price requirement during the
180-day compliance period, secure a second period of 180 days to regain
compliance or maintain compliance with the other Nasdaq listing requirements.
Stockholder Equity Notice
On March 23, 2023, the Company received notice (the "Stockholder Equity Notice")
from The Nasdaq Stock Market LLC ("Nasdaq") advising the Company that it is not
in compliance with the minimum stockholders' equity requirement for continued
listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires
companies listed on The Nasdaq Capital Market to maintain stockholders' equity
of at least $2,500,000 (the "Stockholders' Equity Requirement"). In the
Company's Annual Report on Form 10-K for the year ended December 31, 2022, the
Company reported stockholders' equity of ($4,825,528), which is below the
Stockholders' Equity Requirement for continued listing. Additionally, as of the
date of this report, the Company does not meet either of the alternative Nasdaq
continued listing standards under the Nasdaq Listing Rules, market value of
listed securities of at least $35 million, or net income of $500,000 from
continuing operations in the most recently completed fiscal year, or in two of
the three most recently completed fiscal years.
The Stockholder Equity Notice has no immediate effect on the listing of the
Company's common stock and the Company's common stock continues to trade on The
Nasdaq Capital Market under the symbol "KERN," subject to the Company's
compliance with the other continued listing requirements.
Pursuant to the Stockholder Equity Notice, Nasdaq has given the Company 45
calendar days, or until May 8, 2023, to submit to Nasdaq a plan to regain
compliance. If our plan is accepted, Nasdaq may grant an extension of up to 180
calendar days from the date of the Stockholder Equity Notice to evidence
compliance.
The Company plans to timely submit its plan to Nasdaq to regain compliance with
the Stockholders' Equity Requirement. There can be no assurance that the
Company's plan will be accepted or that if it is, the Company will be able to
regain compliance. If the Company's plan to regain compliance is not accepted,
or if it is and the Company does not regain compliance within 180 days from the
date of Nasdaq's letter, or if the Company fails to satisfy another Nasdaq
requirement for continued listing, Nasdaq could provide notice that the
Company's common stock will become subject to delisting. In such event, Nasdaq
rules would permit the Company to appeal the decision to reject the Company's
proposed compliance plan or any delisting determination to a Nasdaq Hearings
Panel. The hearing request would stay any suspension or delisting action pending
the conclusion of the hearing process and the expiration of any additional
extension period granted by the panel following the hearing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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