Akanda: securities offering

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As filed with the Securities and Exchange Commission on February 14, 2022 20, 2024

Registration No. 333-262436 333 -_______

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PRE-EFFECTIVE AMENDMENT NO. 1 TO

REGISTRATION STATEMENT

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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1015 15th 15 th Street N.W., Suite 1000

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77 King Street West, Suite 400

Toronto-Dominion Centre

Toronto, ON M5K 0A1 Canada

Tel: +1 (416) 863-4511

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

Tel: +1 (202) 869-0888

Gowling WLG(Canada) LLP

1600, 421 7 th Avenue SW, Calgary

Alberta, T2p 4K9, Canada

Tel: +1 (403) 298 -1000

Sullivan & Worcester LLP

1633 Broadway, Suite 3200

Tel: +1 (212) 660 -3027

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SUBJECT TO COMPLETION DATED February 14, 2022 20, 2024

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4,000,000 Common Shares

This is our initial public offering of 4,000,000 Common Shares, no par value per share. We currently expect the initial public offering price to be $4.00 per Common Share.

Prior to this offering, there has been no public market for our Common Shares. We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol "AKAN." We cannot guarantee that we will be successful in listing our Common Shares on Nasdaq; however, we will not complete this offering unless we are so listed.

Warrants to Purchase Common Shares

Pre -Funded Warrants to Purchase Common Shares

We are offering [___] Common Shares, no par value (the "Common Shares") at an assumed public offering price of $ [___] (equal to the last sale price of our common share as reported by The Nasdaq Capital Market on [___]). These shares include ____ Common Shares underlying warrants to purchase our Common Shares.

We are also offering pre-funded warrants to purchase up to an aggregate of [_______] Common Shares, or the pre-funded warrants, in lieu of Common Shares, to any investor whose purchase of Common Shares in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering. The purchase price of each pre-funded warrant is equal to the price at which one Common Share is sold in this offering, minus $0.0001, and the exercise price of each pre-funded warrant is $0.0001 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. Upon exercise, for each Common Share issued, a warrant to purchase one Common Share shall also be issued.

We have one class of Common Shares. Each Common Share is entitled to one vote. Our Common Shares are quoted on the Nasdaq Capital Market under the symbol "AKAN".

The final public offering price per Common Share will be determined through negotiation between us and the underwriters in this offering and will take into account the recent market price of our Common Shares, the general condition of the securities market at the time of this offering, the history of, and the prospects for, the industry in which we compete, and our past and present operations and our prospects for future revenues. The recent market price used throughout this prospectus may not be indicative of the final public offering price per share.

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We are not considered a "controlled company" under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering. Nonetheless, following the consummation of this offering, our directors, officers and principal shareholders will hold in aggregate approximately ____% or more of our Common Shares. As a result, these shareholders, if they act together, will be able to control the management and affairs of our Company.

As a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. In accordance with the laws in the Province of Ontario, Canada, we did not hold our annual shareholders meeting in the fiscal year 2023 and will instead hold it in fiscal year 2024 pursuant to an order to delay the calling of the annual meeting granted by the Ontario Superior Court of Justice pursuant to subsection 106(1) of the Business Corporations Act (Ontario). We may in the future elect to follow additional home country practices in Canada with regard to certain corporate governance matters. See " Risk Factors — Risks Related to Our Common Shares ."

Investing in our securities is highly speculative and involves a high degree of risk. See " Risk Factors " beginning on page 11 9 for a discussion of information that should be considered in connection with an investment in our securities.

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Underwriting discounts and commissions (1)

Initial Public offering price

Underwriter fees and expenses (1)

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We have agreed to reimburse the Boustead Securities, LLC for certain expenses in addition to underwriting discounts and commissions. We also have agreed to issue to Boustead Securities, LLC certain warrant compensation in connection with this offering. See " Underwriting " for additional information regarding compensation payable to the underwriters.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and purchase all of the Common Shares offered under this prospectus if any such shares are taken.

We have granted the underwriters an option to purchase up to 600,000 additional Common Shares from us at the public offering price, less underwriting discounts and commissions, for 45 days after the date of this prospectus to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable to the underwriters will be $ , and the total proceeds to us, before expenses, will be $ . If we complete this offering, net proceeds will be delivered to us on the closing date.

(1) Please refer to "Underwriting" beginning on page 84 of this prospectus for additional information regarding underwriter fees and expenses.

The underwriters expect underwriter expects to deliver the Common Shares securities to purchasers in the offering on or about [ 2022. ], 2024.

BOUSTEAD Univest Securities, LLC

The date of this prospectus is , 2022 February 20, 2024

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You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters underwriter have authorized anyone to provide you with information that is different, and neither we nor the underwriters underwriter take any responsibility for, or provide any assurance as to the reliability of, any information, other than the information in this prospectus and any free writing prospectus prepared by us. We are offering to sell our securities, and seeking offers to buy our securities, only in jurisdictions where such offers and sales are permitted. This prospectus is not an offer to sell, or a solicitation of an offer to buy, our securities in any jurisdictions where, or under any circumstances under which, the offer, sale, or solicitation is not permitted. In particular, our securities have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution hereunder except pursuant to a Canadian prospectus or prospectus exemption. The information in this prospectus and in any free writing prospectus prepared by us is accurate only as of the date on its respective cover, regardless of the time of delivery of this prospectus or any free writing prospectus or the time of any sale of our securities. Our business, results of operations, financial condition, or prospects may have changed since those dates.

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For investors outside of the United States: : Neither We nor the underwriters have not done anything that would permit this offering, or the possession or distribution of this prospectus, in any jurisdiction where i action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus.

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As used in this prospectus, unless the context otherwise requires or otherwise states, references to "Akanda," the "Company," "we," "us," "our," and similar references refer to Akanda Corp., a corporation formed under the laws of the Province of Ontario, Canada and its subsidiaries. References to "Bophelo" refer "RPK" refers to Bophelo Bio Science and Wellness (Pty) Ltd., RPK Biopharma, Unipessoal, LDA, a company incorporated in under the Kingdom laws of Lesotho, Africa Portugal and an indirect wholly-owned wholly -owned subsidiary of Akanda. References to "Canmart" refer to Canmart Ltd, a company incorporated under the laws of England and Wales and an indirect wholly-owned wholly -owned subsidiary of Akanda. References to "Bophelo" refer to Bophelo Bio Science and Wellness (Pty) Ltd., a company incorporated in the Kingdom of Lesotho, Africa and an indirect wholly -owned subsidiary of Akanda.

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Forward-looking statements 6 changes

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risks related to our international operations in the United Kingdom and the Kingdom of Lesotho, including the implications of the United Kingdom's recent withdrawal from the European Union;

• risks related to our international operations in the Europe;

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emerging market risks;

our ability to maintain the listing of our securities on Nasdaq.

• global economy risks; and

• our ability to maintain the listing of our securities on Nasdaq; and • other risks and uncertainties, including those listed under the caption "Risk Factors" in our reports and filings we make with the SEC from time to time.

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Prospectus summary 90 changes

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We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality medical cannabis products to patients worldwide. We cultivate and process natural cannabis at our facilities in the Kingdom of Lesotho, Africa and intend to supply medicinal-grade cannabis biomass, cannabis flower and cannabis concentrates to wholesalers in international markets. We also import and sell medical cannabis-based products to the domestic market in the United Kingdom.

We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date. We require funding from this offering to expand and further develop our operations in the Kingdom of Lesotho and to develop sales channels in international markets and in particular, in Europe, the United Kingdom and Africa.

Our Lesotho Operations

Our cultivation operations at Bophelo in the Kingdom of Lesotho were initially established in 2018, with initial non-commercial harvests undertaken in 2019, 2020 and 2021 as part of the establishment and set-up of our cultivation facility in the Kingdom of Lesotho. While we have successfully cultivated cannabis at our Lesotho site, we have not yet achieved any revenues from the sale of cannabis and we have not exported medical cannabis flower or biomass to the United Kingdom or any other country. To date, our Lesotho operations have yielded less than 1,500kg of dried cannabis flower.

The cultivation of cannabis at our Lesotho operations is subject to a number of risks, such as the seasonality of our cannabis production. Additionally, our ability to successfully cultivate cannabis is subject to emerging market related risks, exchange control restrictions, high domestic inflation and interest rates, as well as socio-political risk inherent in Southern African jurisdictions.

Our operations in Lesotho are dependent on access to land that is leased from a local non-profit development trust which is jointly controlled by our Executive Chairman.

Our United Kingdom Operations

Our distribution operations in the United Kingdom were established in 2019 and are at a very early stage. Our revenues from the sale and distribution of medical cannabis in the United Kingdom have not exceeded more than $20,000 in any 12 month period since the inception of our operations in the United Kingdom. The medical cannabis market in the United Kingdom is still emerging and a number of local companies are competing to supply this market. We have recently entered into a non-binding agreement to acquire Cellen Life Sciences Limited, a United Kingdom based digital pain clinic that prescribes and provides cannabis based medical products to patients in the United Kingdom, for a total purchase consideration of £10 million (US$13.361 million) to be settled through an issue of common shares of the Company. Furthermore, we have entered into a bridge loan facility with Cellen. In terms of the bridge loan facility, we will extend a line of credit of up to $500,000 in secured bridge finance to Cellen Life Sciences Limited. We are also working towards expanding sales of cannabis products produced by Bophelo to international markets, subject to regulatory conditions in such countries.

We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality medical cannabis products to patients worldwide. We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date. Canmart Ltd. ("Canmart") and RPK Biopharma Unipessoal, LDA ("RPK")are our operating and wholly -owned subsidiaries. We expect to expand their local operations and develop sales channels of our medicinal -grade cannabis products and cannabis based medical and wellness products in international markets and in particular, in Europe.

Our indirect wholly -owned subsidiary Canmart, a company incorporated under the laws of England and Wales, is a licensed importer and distributor of CBPMs in the United Kingdom (UK). Canmart holds a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the UK. This license expired on February 3, 2022 and needs to be renewed annually. We applied for the license renewal in January 2022, coinciding with an application to increase import capabilities to Schedule 1 (bulk product) and we are currently awaiting a response from the UK Home Office. We have decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Until such time that the renewal application is approved by the UK Home Office, Canmart can continue with its day to day business under the conditions of its existing license. Canmart continues to receive new import licenses issued by the UK Home Office for every specific shipment of CBPMs and Canmart has thus far successfully imported over 100kgs of product for distribution in the UK. Canmart holds both a Manufacturer's Specials License for importation of CBPMs and a Wholesale Distribution Authorization from the Medicines and Healthcare Products Regulatory Agency.

Canmart commenced importing and distributing CBPMs in 2020. Under the current controlled drugs regulatory regime, Canmart is only able to supply to dispensing pharmacists and other wholesale distributors, tied in with prescribing and clinic partners. However, Canmart's has reduced its plan for Canmart -owned and operated clinics and pharmacies to instead provide third party and specialist import and distribution services for Schedule 2 products including CBPM's. Canmart continues to work further with premium product suppliers to bring safe, effective and required products to market that patients demand, and working with existing and new clinical cannabis operations in the UK to provide third party products.

Our direct wholly -owned subsidiary Cannahealth Limited ("Cannahealth"), a Republic of Malta company, is a holding company of all the ownership interests in Canmart and Holigen Holdings Limited ("Holigen"). Cannahealth does not engage in any operations.

Holigen Holdings Limited

In May 2022, our wholly owned subsidiary, Cannahealth, acquired 100% of the ordinary shares of Holigen and its wholly -owned operating subsidiary, RPK from the Flowr Corporation. Through its operations in RPK, Holigen is a producer of premium EU GMP grade indoor grown cannabis flower. The acquisition of Holigen enabled us to produce EU GMP grade cannabis flower for the European market, in particular Germany and the UK.

RPK Biopharma Unipessoal, LDA

RPK's operations consist of a 20,000 square foot indoor EU GMP certified grow facility located near Sintra, Lisbon, Portugal, dedicated to the cultivation of high -tetrahydrocannabinol (THC) premium cannabis and yielding over 2,000 kg of flower per year. This outdoor and greenhouse expansion site in Portugal affords scalable cultivation as well as a six hundred thousand square foot outdoor facility located in Aljustrel, Portugal. RPK currently sells over 25 percent high THC flower into Germany, the largest medical cannabis market in Europe as well as selling into the United Kingdom generating revenues and ready to scale. RPK also features a genetics and retail partnership with Cookies, one of the world's top cannabis brands and genetics have already been received at our Portuguese facility and ready to cultivate. In addition, we believe the Sintra facility is the only commercial scale premium indoor EU GMP certified and licensed grow in Portugal. RPK generates revenue through a German company's offtake agreement of its clean testing non -irradiated quality flower. The facility has a purpose -built design, with all unnecessary equipment residing outside of the rooms to reduce contamination risk and self -contained modular grow rooms result in better environmental control. There is no irradiation required and we believe less than 10% of licensed producer's have this ability. RPK's other business lines include contract manufacturing services and distribution services. RPK has a senior bank lender with a mortgage secured by the facility and an equipment leasing agreement. The Company is currently in discussions with the bank to obtain more time to restructure and bring current these agreements.

On January 21, 2024, the Company entered into an amended non -binding letter of intent with Somai Pharmaceuticals Ltd. for the sale of RPK (the "LOI"). The term of the LOI was extended through March 31, 2024, and the purchase price therein was amended to an aggregate of $2,000,000 from $2,700,000, which include up to approximately $4,000,000 Euros of RPK's liabilities. In addition, a deposit of $500,000 was placed in an escrow account with the remainder of the balance due upon successful completion of said the proposed transaction. The precise terms of the proposed transaction will be negotiated and contained in a definitive agreement. The closing of the proposed transaction will be subject to customary due diligence, representations and warranties, covenants, indemnities and closing conditions. There can be no assurance or guarantee that the proposed transaction will be consummated, or upon the terms and conditions currently outlined in the LOI.

Bophelo Bio Science and Wellness (Pty) Ltd

Our indirect wholly -owned subsidiary Bophelo Bio Science and Wellness (Pty) Ltd ("Bophelo"), a Lesotho company, is focused on the cultivation of cannabis, the production of medical cannabis products including dried flower, oils, and other concentrates and the supply of such medical cannabis products to wholesalers in international markets. As a result of Bophelo's liquidation, during the year ended December 31, 2022, we determined that we no longer controlled Bophelo. As a result of the loss of control, we derecognized the net assets of Bophelo and accounted for the operating results as discontinued operation.

1900 Ferne Road, Gabriola Island, British Columbia

In September 2023, Akanda acquired the right to develop a Canadian farming property in British Columbia, including farming land and related operations and licenses. We plan to develop THC and cannabinoid (CBD) facilities at this site. Additional payments to the seller will be made based upon milestones achieved from the development, including THC cultivation, sales of product, CBD cultivation, and hemp cultivation.

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We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $47 billion by 2027, according to Emergen Research (October 2020) .

We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $47 billion by 2027, according to Emergen Research (October 2020). We believe there has been a growing demand for medical cannabis around the world as a result of the increased legalization of cannabis for medical purposes as well as the rise in cannabis-related cannabis -related medical research activities. Our site at Bophelo offers us a cultivation environment that we believe can yield exceptional growing economics for premium quality cannabis. We intend to address the market needs of wholesalers in the international market for medicinal-grade medicinal -grade cannabis supplied at a competitive price.

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The cultivation, manufacturing, import and export of medical cannabis was legalized by the Kingdom of Lesotho in 2017. Bophelo is one of many companies in the Kingdom of Lesotho that hold licenses issued by the Lesotho Ministry of Health which enables it to cultivate medical cannabis. The number of licenses granted in Lesotho is not of public record. In addition to other medical cannabis companies operating in the Kingdom of Lesotho, Bophelo competes with medical cannabis producers based in other countries, most notably those in low-cost jurisdictions based in South America, such as Colombia. In terms of local laws and regulations applicable to cannabis license holders, Bophelo is required to pay an annual fee to renew its cannabis license annually with the Ministry of Health.

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Under the Portuguese Law, the use of cannabis for medical purposes is admissible, provided the necessary requirements and the mandatory licenses are obtained. The Portuguese legal framework is set forth under Law no. 33/2018, of July 18 th and the Decree -Law no. 8/2019 of January 15 th on the use of medicines, preparations, and substances based on the cannabis plant for medicinal purposes, determining its principles and objectives, as well as the regulation and supervision of activities related to the use of the cannabis plant for medicinal purposes.

The Ministerial Order 83/2021 established a number of practical aspects regarding the authorisations to engage in activities related to the medical use of, as well as the requirements and procedures for applying and granting authorization the exercise activities of cultivation, manufacture, wholesale trade, transport, circulation, import and export of medicines, preparations and substances based on the cannabis plant. A number of security measures were established under this order as well, such as (i) video surveillance system, (ii) intrusion detection system, (iii) permanent connection with control center; (iv) security guard on permanent duty.

More recently, Ministerial Order no. 14/2022, of 5 January: - Amends articles 2, 3, 4, 5 and 10 of Ministerial Order no. 83/2021, of 15 April, which sets out the requirements for the instruction of applications and procedures regarding the granting of authorisations for the exercise of activities related to the cultivation, manufacture, wholesale trade, transport, circulation, import and export of medicines, preparations and substances based on the cannabis plant. The recently introduced amendment is intended to address the insufficient regulation of some issues relating to the cultivation of the cannabis plant for medical and non -medical purposes.

Regarding the INFARMED authorisation, INFARMED aims to decide licensure for applicants 90 days from the date of submittal of a complete licensing proposal.

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Lesotho Cultivation Advantage . Through the cultivation operations of our indirect wholly-owned subsidiary Bophelo, our past harvests have shown that we have the ability to cultivate high yielding strains of cannabis for medical purposes, with certain strains historically cultivated reflecting cannabinoid concentrations in excess of 20%. Conditions at Bophelo's site of operations near T'sakholo in the Mafeteng District of the Kingdom of Lesotho are conducive for the cultivation of medical-grade cannabis including suitable environmental conditions, abundant supply of semi-skilled and unskilled labor, quality road and air infrastructure network and favorable tax treatments.

Significant Potential to Scale Up Production . Bophelo is one of the largest licensed landholders engaging in cannabis cultivation in the Kingdom of Lesotho. Bophelo is licensed to cultivate cannabis over an initial 5-hectare area under greenhouse or indoor conditions, with conditional government approval to expand our cultivation footprint up to 200 hectares. Such approval for expansion may be granted by the Ministry of Health on the main condition that Bophelo has fully utilized all of the first 5 hectares of its licensed cultivation area. This gives us the potential ability to significantly scale up production once the company has met this requirement of the Ministry of Health. Bophelo has leased a 200-hectare land package in an emerging Special Economic Zone in the Kingdom of Lesotho which is intended to be dedicated to the cannabis cultivation and related operations.

Strong Partnership with Local Communities . Bophelo has worked and expects to continue to work with Mophuthi Matsoso Development Trust, a Lesotho non-profit organization (the "MMD Trust"), to provide for the construction of a learning center, a place of worship, feeding programs and other public good initiatives for the local community of T'sakholo. We believe a commitment to such initiatives and building a strong working relationship with the local African communities can promote goodwill towards our local operations and brands and benefit our long-term business growth. The MMD Trust is controlled by our Executive Chairman and Bophelo leases its premises on which it operates from the MMD Trust pursuant to a long-term lease agreement between the MMD Trust and Bophelo. As such, a potential conflict of interest may arise regarding the ongoing administration of the lease and any future negotiations around the lease terms.

• First Mover Advantage in UK. Canmart is one of the early importers of CPBM's into the United Kingdom. Our knowledge of licensing and regulatory frameworks in the united Kingdom positions us well for future market expansion.

• Unique and attractive genetics. RPK's genetics consistently produce high THC test results and are attractive compared with other indoor flower grown and distributed into EU GMP markets.

• Experienced Management Team . Our management is directors are experienced and has have an extensive knowledge of the international cannabis industry as well as local conditions in Europe the United Kingdom, and the United Kingdom. of Lesotho.

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Expanding our production capacity . In the near term, our primary strategy is to expand our production capacity as quickly as possible at Bophelo. We plan to take advantage of favorable cultivation conditions in the Kingdom of Lesotho to achieve economies of scale in our production of premium quality cannabis products, within the confines of market forces such as customer demand and pricing, as well as regulatory hurdles that may impede our ability to access foreign markets or which may slow overall market growth.

Expanding our geographic footprint . While we currently import and sell cannabis-based products for medicinal use ("CBPMs") sourced from third parties to dispensing pharmacists, clinics and other wholesale distributors in the United Kingdom, our plan is to establish direct sales channels to patients through Canmart-owned and operated clinics and pharmacies in the United Kingdom. Medical cannabis is currently scheduled as a "Schedule 2" unlicensed medicine and, as such, can only be prescribed by or under the care of a specialist medical practitioner. Furthermore, regulatory authorities in the United Kingdom require cannabis dispensing clinics to obtain a license from the Care Quality Commission ("CQC"). The CQC regulates clinics and conducts frequent audits and inspections to ensure compliance with license terms. Given the regulatory environment in the United Kingdom, we intend to achieve our plan to establish direct sales channels to patients by acquiring established clinics and pharmacies that are dispensing medical cannabis products in the United Kingdom, however, this strategy is dependent on identifying potential targets, negotiating acceptable purchase price and other conditions based on revenues, number of patients and size of the local market, and complying with any regulatory and licensing requirements. To that end, we recently entered into a non-binding letter of intent to acquire 100% of the issued and outstanding ordinary shares of Cellen Limited, a United Kingdom based provider of pain-focused clinical services for GBP £10 million (US$13.361 million) in common shares of the Company. In furtherance of that potential transaction, on December 1, 2021, we entered into a bridge loan facility with Cellen whereby we agreed to extend a line of credit of US$500,000 to Cellen, secured by all of the assets of Cellen. To date, Cellen has borrowed approximately $336,600 under the facility. We are also working towards expanding sales of cannabis products produced by Bophelo to international markets, subject to regulatory conditions in such countries.

Strong Partnership with Local Communities . We are committed to empowering women and vulnerable persons in local communities where Bophelo operates. We believe our efforts will enable us to build strong partnerships with the communities in which we operate, enhance the reputation of our brands and benefit our long-term growth.

Our History and Relationship with Halo

Acquisition of Subsidiaries from Halo

Akanda was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo Collective Inc. ("Halo"), a publicly-traded, vertically integrated multinational cannabis company, to reorganize its medical cannabis market focused international business assets. On September 29, 2021, we entered into a share purchase agreement with Halo. Pursuant to this agreement, we acquired all the issued and outstanding equity interests of Cannahealth Limited, a Republic of Malta company ("Cannahealth"), from Halo (the "Acquisition"). At the closing of the Acquisition on November 3, 2021, Cannahealth owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings Limited, a company incorporated under the laws of England and Wales ("Bophelo Holdings"), which owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. As consideration for this Acquisition, we issued 13,129,212 Common Shares to Halo at a price of $1.00 per share, resulting in Halo owning approximately 68.3% of all our outstanding Common Shares at the closing of the Acquisition.

Issuance of Secured Convertible Debenture to Halo

Historically, Halo has advanced loans to Bophelo to fund its operations and capital expenditures. In connection with our acquisition of Bophelo, at the closing of the Acquisition, we issued a secured convertible debenture to Halo in the principal amount of $6,559,294 (the "Debenture") in exchange for setting off all outstanding indebtedness owed by Bophelo to Halo. The Debenture bears a compounded interest rate of 1.00% annually, which amount may be paid in the form of Common Shares to be issued by the Company at the applicable conversion price upon a conversion of the Debenture. The debenture matures on November 2, 2022 and is secured by all our assets except for any ownership interest or securities of Bophelo or any assets owned thereby.

The Debenture will be automatically converted into our Common Shares upon certain liquidity events including an initial public offering of our Common Shares resulting in our Common Shares being listed on a qualified stock exchange in Canada or the United States, which shall occur during the six months from the date of the Debenture (each, a "Triggering Event"). We may also elect to convert the Debenture prior to the maturity date. Upon an automatic or optional conversion, the conversion price shall be, subject to customary adjustments, the Current Market Price (as defined below) or, if no Current Market Price exists, the price of the last private placement of our securities where we raised more than $1,000,000. Current Market Price shall mean (i) the price of our Common Shares sold to the public in this offering to the extent that this offering qualifies as a Triggering Event or, (ii) the weighted average of the sale prices per Common Share at which our Common Shares have traded on a qualified stock exchange or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by us commencing not later than 45 trading days and ending no later than 5 trading days before the conversion date, subject to certain exceptions. Any conversion of the outstanding principal and accrued interest under the Debenture is subject to a limitation on the number of Common Shares that can be issued to Halo, which issuance shall not cause Halo to own more than 50% of our issued and outstanding Common Shares after the conversion (the "Ownership Limitation").

We expect that the consummation of this offering will trigger a conversion of the Debenture pursuant to the terms of the Debenture, and upon such conversion, an estimated aggregate of 1,639,810 Common Shares will be issued to Halo at a conversion price of $4.00 per Common Share, which equals the initial public offering price.

Under the Debenture, Halo agrees that within 10 business days of the date of the Debenture, it shall dispose of such number of the Common Shares held by Halo that are necessary for Halo to hold less than 50% of our issued and outstanding Common Shares.

Additionally, under the Debenture, Halo agrees to enter into a lock-up agreement with us and Boustead Securities, LLC, pursuant to which Halo shall not offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a period of 270 days from the date on which the trading of our Common Shares on the Nasdaq Stock Market, LLC ("Nasdaq") commences (the "Lock-Up Trigger Date"), subject to customary carve-outs. The lock-up agreement will permit that up to 50% of our securities held by Halo may be sold or transferred from the 271st day through the 365th day following the Lock-Up Trigger Date, and the remaining 50% of such securities may be sold or transferred without the lock-up restrictions beginning on the 366th day following the Lock-Up Trigger Date. The lock-up restrictions shall not prohibit Halo from selling or transferring such number of our Common Shares to comply with the Ownership Limitation.

Halo Investor Rights Agreement

In connection with the closing of the Acquisition, we entered into an investor rights agreement with Halo (the "Investor Rights Agreement"), pursuant to which Halo has the right to nominate one director to our Board of Directors or, if Halo's nominee is not a current director, to appoint an observer to our Board of Directors, so long as Halo holds at least 10% of our Common Shares. Philip van den Berg, the Chief Financial Officer and a director of Halo, is currently serving as Halo's appointee to our Board of Directors. The Investor Rights Agreement contains a similar requirement for Halo to enter into a lock-up agreement as required by the Debenture.

Legal Entity Structure

On November 12, 2021, Halo transferred 2,100,000 Common Shares to an unaffiliated party, 1306077B.C. LTD. (the "Halo Transferee"), which resulted in Halo owning 49.6% of our issued and outstanding Common Shares (the "Halo Transfer"). The Halo Transferee is not affiliated with Halo, any of our founding shareholders, or any other shareholder which owns more than 5% of our outstanding Common Shares as of the date of the Halo Transfer. The following diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer. Assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus is sold in this offering, Halo will own approximately 43.8% of our issued and outstanding Common Shares at the closing of this offering.

includes 880,000 Common Shares issued to our Executive Chairman to settle the Bridge Loan Facility Recent Private Placements On August 26, 2021, the Company sold 468,900 Common Shares to an accredited investor at a subscription price of $0.53 and received $250,000 in gross proceeds (the "Seed Financing").

On November 10, 2021, the Company issued 880,000 Common Shares, at a price of $2.50 per share, to Louisa Mojela, our Executive Chairman, to settle Bophelo's indebtedness to her in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility. See " Certain Relationships and Related Party Transactions — Our Transactions with Our Executive Chairman. " On November 12, 2021, the Company completed the initial closing of a private placement to accredited investors of 2,126,400 Common Shares, at a purchase price of $2.50 per share, for approximately $5,316,000 in gross proceeds and on January 17 and 26, 2022, the Company completed additional and final closings to accredited investors of 162,000 Common Shares at a purchase price of $2.50 per share, for approximately $405,000 (the "Private Placement").

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering except that Boustead Securities, LLC served as the placement agent for the Seed Financing and the Private Placement. Boustead Securities, LLC waived any commission for the Seed Financing and received under the Private Placement: (a) a commission equal to 7% of the gross proceeds and (b) a non-accountable expense allowance equal to 0.5% of the gross proceeds. The issuances of the above Common Shares were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering. The sale and issuance of Common Shares to investors outside the United States under these financings was also in reliance upon Regulation S promulgated under the Securities Act.

Corporate Information

We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $47 billion by 2027, according to Emergen Research . We believe there has been a growing demand for medical cannabis around the world as a result of the increased legalization of cannabis for medical purposes as well as the rise in cannabis -related medical research activities.

Our goal is to become a market leader in the cultivation, processing and supply of medicinal-grade medicinal -grade cannabis products and cannabis based medical and wellness products for international markets. Our primary strategies to achieve our goals include:

• Expanding our distribution network in the UK . We plan to expand our relationships with premium product suppliers to bring safe, effective and required products to market that patients demand, and working with existing and new clinical cannabis operations in the United Kingdom to provide third party products.

• Pursuing accretive acquisitions . We believe that our deal-making deal -making capabilities and experience can will allow us to successfully identify, consummate and integrate acquisitions.

• Monitoring US Scheduling . Based on our directors' experience in North American, particularly the US cannabis markets, we believe that pending an attractive scheduling and/or descheudling decision by the US government and stock exchange approval we are in a unique position to grow with acquisitions in this sector.

We anticipate undertaking the following activities in the next 12 to 36 months in an effort to further grow Canmart, RPK, and the BC Farm's business:

Operations of Canmart

• Continuing to develop our business plan to secure sales to patients while establishing or even acquiring distribution channels in the U.K. domestic market.

• Continuing selling premium high potency EU GMP certified flower.

• Expanding markets for distribution outside of the European Union.

• Obtain licenses for THC cultivation, CBD cultivation, and hemp cultivation Legal Entity Structure Corporate Information Akanda Corp. was incorporated on July 16, 2021 in the Province of Ontario, Canada under the Business Corporations Act (Ontario). Our principal executive offices and mailing address are located at London, 1a, 1b Learoyd Road, New Romney, TN28 8XU, the United Kingdom, and our telephone number is +44 (203) 488-9514. +1 (202) 498 -7917 .

Our website is www.akandacorp.com . The information contained on our website or accessible through our website is not incorporated into this prospectus. Our agent for service of process in the United States is CT Corporation System.

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There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled " Risk Factors " beginning on page 11 9 of this prospectus. You should read and carefully consider these risks and all of the other information in this prospectus, including our financial statements, pro forma combined financial statements and the related notes thereto included in this prospectus, before deciding whether to invest in our securities. If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

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Implications of Being an Emerging Growth Company and a Foreign Private Issuer We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to reporting companies that make filings with the U.S. Securities and Exchange Commission (the "SEC"). For so long as we remain an emerging growth company, we will not be required to, among other things:

present more than two years of audited financial statements and two years of related management's discussion and analysis of financial condition and results of operations disclosure in our registration statement of which this prospectus forms a part;

have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

disclose certain executive compensation related items, to the extent applicable to our Company as a foreign private issuer; and seek shareholder non-binding advisory votes on certain executive compensation matters and golden parachute arrangements, to the extent applicable to our Company as a foreign private issuer.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which means the market value of our common shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, upon the consummation of this offering, we will report in accordance with the rules and regulations applicable to a "foreign private issuer." As a foreign private issuer, we will take advantage of certain provisions under the rules that allow us to follow the laws of the Province of Ontario for certain corporate governance matters. Even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events; and • Regulation Fair Disclosure ("Regulation FD"), which regulates selective disclosures of material information by issuers.

As a foreign private issuer, we will have four months after the end of each fiscal year to file our annual report on Form 20-F with the SEC. In addition, our executive officers, directors, and principal shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act.

Foreign private issuers, like emerging growth companies, are exempt from certain more stringent executive compensation disclosure rules. As such, even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are not foreign private issuers.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:

the majority of our executive officers or directors are U.S. citizens or residents;

more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

and 10 more changes in the filing

The offering 30 changes

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4,000,000 Common Shares (or 4,600,000 Common Shares if the underwriters exercise their over-allotment option in full) Public Offering Price $4.00 per Common Share.

__________ Common Shares, based on the sale of our Common Shares at an assumed public offering price of $[___] per Common Share, which is the latest reported sale price of our Common Share on The Nasdaq Capital Market on [___] Common Share Warrants Warrants to purchase up to ________ Common Shares (based on an assumed public offering price of $[___] per Common Share), which may be exercised beginning on their date of issuance. The warrants are exercisable until the five -year anniversary of the original issuance date. The warrants have an exercise price of $___ per share, subject to adjustment. See " Description of Share Capital and Articles of Incorporation " for a discussion on the terms of the warrants.

We are also offering pre -funded warrants to purchase up to an aggregate of [_____] Common Shares to any investor whose purchase of Common Shares in this offering would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering, in lieu of Common Shares. The purchase price of each pre -funded warrant is equal to the price at which one Common Share is being sold in this offering, minus $0.0001, and the exercise price of each pre -funded warrant is $0.0001 per share. The pre -funded warrants are exercisable immediately and may be exercised at any time until all of the pre -funded warrants are exercised in full. Upon exercise of each pre -funded warrant, a Common Share and a warrant to purchase one Common Share will be issued. This offering also relates to the Common Shares and warrants issuable upon exercise of the pre -funded warrants sold in this offering. See " Description of Share Capital and Articles of Incorporation " for a discussion on the terms of the pre -funded warrants.

Common Shares Outstanding Immediately prior to this Offering

6,469,246 Common Shares.

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28,903,090 Common Shares (or 29,503,090 Common Shares if the underwriters exercise the over-allotment option in full).

Underwriting; Over-Allotment Option

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Common Shares if any such shares are taken. We have granted to the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 600,000 additional Common Shares from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any.

Representative's Warrants

We will issue to Boustead Securities, LLC (the "Representative"), the representative of the underwriters, or its permitted designees warrants to purchase up to 280,000 Common Shares (or 322,000 Common Shares if the underwriters exercise their over-allotment option in full). The Representative's warrants will have an exercise price equal to the per Common Share public offering price, will be exercisable for a five year period from the date of commencement of the sales of the Common Shares in connection with this offering.

__________ Common Shares (1) .

We estimate that the net proceeds to us from this offering will be approximately $14.2 $_____ million, assuming an initial assumed public offering price of $4.00 $_____ per Common Share, after deducting the underwriting discounts underwriter fees and commissions expenses and estimated offering expenses payable by us. We intend to use these proceeds for acquisitions, capital expenditures, (including without limitation the construction of our planned greenhouse, post-harvest drying and extraction facilities at Bophelo), operating capacity, working capital, and general corporate purposes and the refinancing or repayment of existing indebtedness and acquisitions of complementary products, technologies or businesses. See the " Use of Proceeds " and " Certain Relationships and Related Party Transactions " sections of this prospectus.

Our Company, our directors, executive officers and beneficial holders of 1% 5% or more of our Common Shares have agreed with the Representative not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a period of 365 ______ days from the date on which the trading of our Common Shares on Nasdaq commences, closing of this Offering, subject to certain exceptions. Additionally, certain other holders of our Common Shares have agreed to enter into lock-up agreements with us and the Representative. See " Underwriting " for more information.

We intend to qualify Our Common Shares for listing are listed on The Nasdaq Capital Market under the symbol "AKAN." The approval of our listing on Nasdaq is a condition of closing this offering.

There is no established trading market for the pre -funded warrants or Warrants and we do not expect a market to develop. In addition, we do not intend to list the pre -funded warrants or Warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

The transfer agent and registrar for our Common Shares is Continental Stock Transfer & Endeavor Trust Company. Corporation.

Investing in our securities is highly speculative and involves a high degree of risk . You should carefully read and consider the information set forth under the heading " Risk Factors " beginning on page 9, and all other information contained in this prospectus, before deciding to invest in our securities.

(1) The number of Common Shares to be outstanding immediately after this offering is based on 6,469,246 Common Shares as of February 20, 2024. Unless otherwise indicated, all information in this Prospectus:

• Assumes a public offering price of $[•] per share.

• The total number of Common Shares of 6,469,246 includes:

(i) [•] — Common Shares from the proposed Offering;

(ii) 3,884,786 — Current issued and outstanding Common Shares pursuant to 1-for-10 share split.

(iii) 879,895 — Current issued and outstanding Common Shares pursuant to the first option payment to acquire certain land property;

(iv) 582,193 — Common Shares issuable upon the full conversion of certain outstanding promissory note into Common Shares, which were converted pursuant to a note conversion agreement dated July 25, 2023 to settle $360,960 of the total remaining outstanding balance ($360,960) owing to Halo Collective Inc. ("Halo") at $0.62 per share in full satisfaction of the promissory note.

(v) 280,851 — Common Shares issued pursuant to our Registered Direct Offering (vi) 560,100 — Common Shares issued pursuant to the exercised of 560,100 pre-funded warrants in connection with our Registered Direct Offering.

• The total number of Common Shares of 6,469,246 excludes:

(i) 902,891Common Shares issuable upon the exercise in full of pre-funded warrants in connection with our Registered Direct Offering.

(ii) __________ Common Shares issuable upon exercise of the pre-funded warrants issued as part of this offering.

(iii) __________ Common Shares issuable upon exercise of the warrants issued as part of this offering.

(iv) zero Common Shares reserved for future issuance under our Stock Option Plan (the "Plan") as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

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Investing in our securities is highly speculative and involves a high degree of risk . You should carefully read and consider the information set forth under the heading " Risk Factors " beginning on page 11 , and all other information contained in this prospectus, before deciding to invest in our securities.

The number of Common Shares to be outstanding immediately after this offering is based on 24,903,090 Common Shares as of February 14, 2022, and excludes:

up to 322,000 Common Shares issuable upon the exercise in full of the Representative's warrants; and • 5,394,976 Common Shares reserved for future issuance under our Stock Option Plan (the "Plan") as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

Unless otherwise indicated, the information in this prospectus assumes the following:

the issuance of 13,129,212 Common Shares to Halo pursuant to the acquisition of Cannahealth Ltd,Bophelo Holdings Ltd, Canmart Ltd and Bophelo Bio Science and Wellness (Pty) Ltd;

the issuance of 2,288,400 Common Shares pursuant to the completion of the Private Placement;

the issuance of 880,000 Common Shares to settle the Bridge Loan Facility;

the issuance of 869,963 Common Shares to the ESG Trust;

the issuance of 1,639,810 Common Shares to Halo upon conversion of the Debenture; and no exercise by the underwriters of their option to purchase additional Common Shares.

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Akanda was only recently incorporated to be a holding company. Each of our operating subsidiaries, Bophelo and Canmart, has a very limited operating history and has generated minimal revenue. Bophelo was formed and commenced operations in 2018 and has was primarily engaged in construction and preparation activities since its inception. Bophelo has made only one sale of cannabis flower to a local buyer in March 2021 to date April 2022 and generated sales revenue of $nil $31,123 in the nine-month twelve -month period ended September 30, December 31, 2022 (2021 — $nil). During the year ended December 31, 2022, the Company determined that it no longer controlled Bophelo as a result of an insolvent liquidation. As a result of the loss of control, the Company derecognized the net assets of Bophelo and accounted for the operating results as discontinued operation. Canmart was formed in 2018 and commenced operations in 2020. Canmart generated sales revenue of approximately $2,000 in 2020 and $17,359 $101,778 in the nine-month twelve -month period ended September 30, December 31, 2022 (2021 Following — $41,431). During the completion year ended December 31, 2022, the Company acquired Holigen Limited ("Holigen") and its wholly -owned subsidiary, RPK Biopharma Unipessoal, LDA ("RPK"). RPK generated sales revenue of approximately $1,933,203 during the Acquisition, year ended December 31, 2022. We remain an early-stage early -stage company and will have limited financial resources and minimal operating cash flow. If we cannot successfully develop, manufacture and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, we may not be able to develop or offer market-ready market -ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market or expand our market share. A failure by us to achieve a low-cost low -cost structure through economies of scale or improvements in cultivation, manufacturing or distribution processes would have a material adverse effect on our commercialization plans and our business, prospects, results of operations and financial condition.

We expect to require adequate proceeds generated from this offering and additional funding to maintain and expand our operations and develop our sales and distribution channels. However, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that an early stage company with a very limited operating history will face. In particular, potential investors should consider that we may be unable to:

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Each of Akanda, Bophelo and Canmart has generated no revenue or, only minimal revenue, since inception, and after the completion while RPK generated revenue of the Acquisition, we expect to incur $2,517,904, and incurred a consolidated net loss for the fiscal year ending December 31, 2021 and thereafter, 2022, primarily as a result of the costs of listing, as well as increased operating expenses to execute our business plan and growth strategy. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from this offering or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Our subsidiary, Bophelo, is currently in insolvency proceedings.

Our indirect wholly -owned subsidiary, Bophelo, was placed into liquidation by the High Court of Lesotho (the "Lesotho Court") in July 2022 pursuant to an unauthorized application and request (the "Liquidation Application") that was filed by Louisa Mojela, our former Executive Chairman, who was terminated as Executive Chairman of Akanda, and the Mophuti Matsoso Development Trust ("MMD Trust"), which we believe was established by Ms. Mojela. Mr. Chavonnes Cooper of Cape Town, South Africa, was appointed by the Lesotho Court as liquidator of Bophelo for purposes of maintaining the value of the assets owned or managed by Bophelo. While we intend to contest and seek to reverse the determination by the Lesotho Court to place Bophelo in liquidation, and will seek to recover significant loans made to Bophelo to fund the execution of Bophelo's business plan, including payment of rents and staffing costs in the event that the Lesotho Court does not reverse its determination to place Bophelo in liquidation, there can be no assurance that we will be successful in reversing the Lesotho Court's determination to place Bophelo in liquidation.

As a result of Bophelo's liquidation, during the year ended December 31, 2022, we determined that we no longer controlled Bophelo. As a result of the loss of control, we derecognized the net assets of Bophelo and accounted for the operating results as discontinued operation.

We may become involved in litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our reputation, business, financial condition or results of operations.

We may become involved in litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our reputation, business, financial condition or results of operations.

In February 2023, Tejinder Virk, our former Chief Executive Officer, notified us of his resignation. Mr. Virk's resignation was a result of disagreement with us regarding contractual obligations owed pursuant to the Service Agreement dated June 2, 2021 (the "Service Agreement") between Mr. Virk, Halo Labs Inc., as guarantor, and Canmart Limited. According to Mr. Virk, the Company and Canmart committed a breach of the Service Agreement by failing to pay him monies and benefits owed following his placement on a paid leave of absence in November 2022 due to an internal investigation into Mr. Virk's conduct as our Chief Executive Officer and as a director of Canmart. While we have informed Mr. Virk that he has been summarily dismissed and will be paid through February 2023. On May 12, 2023 Tejinder Virk issued a claim for Detriment and dismissal for alleged protected disclosures totaling £1,630,302.22. The claim has been denied in its entirety.

In addition, in July 2022, our former Executive Chairman, Louisa Mojela was summarily terminated as Chairman of Bophelo for Cause, as a "bad leaver". In the event that the Lesotho Court does not reverse its determination to place Bophelo in liquidation, we plan to seek to recover significant loans that we have made to Bophelo to fund the execution of Bophelo's business plan, including payment of rents and staffing costs. On October 20, 2022 Ms. Mojela filed a claim against Canmart and Akanda for wrongful termination of her Service Agreement. Ms. Mojela sought £1,832,150.62 plus further administrative and legal fees. The Company denied her claim and lodged a counterclaim lodged for losses caused by Ms. Mojela, including a loan of US $6,849,935.69 Akanda advanced to Bophelo. As at December 31, 2023, Ms. Mojela's entire application failed. At the Consequentials hearing on January 15, 2024 Canmart and Akanda were awarded £60,000 in legal costs. Ms. Mojela is pursuing an appeal.

On April 29, 2023, Trevor Scott, our former Chief Financial Officer, filed a claim against the Company for amounts owing under his employment agreement totaling £420,659.95. This claim was resolved via a confidential settlement on January 15, 2024 and no amounts beyond this settlement are further owing to Mr. Scott.

Please refer to Note 21 of the Unaudited Condensed Interim Consolidated Financial Statements as of and for the period ended June 30, 2023 and 2022 filed on December 29, 2023 for details of the legal proceedings with Mr. Virk and Ms. Mojela.

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Our success will depend, in part, on our ability to continue to enhance our product offerings to respond to technological and regulatory changes and emerging industry standards and practices.

The legal cannabis industry in the United Kingdom, the European Union and in many other potential international markets for us is at an early stage of its development. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of medicinal cannabis are mixed and evolving and can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medicinal cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medicinal cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity, could have a material adverse effect on the demand for medicinal cannabis and on our business, results of operations, financial condition and cash flows. Public opinion and support for medicinal cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. Our ability to gain and increase market acceptance of our business may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful, and their failure to materialize into significant demand may have an adverse effect on our financial condition Our success will depend, in part, on our ability to continue to enhance our product offerings to respond to technological and regulatory changes and emerging industry standards and practices.

Rapidly changing markets, technology, emerging industry and regulatory standards and frequent introduction of new products characterize our business. The process of cultivating and processing our cannabis products to meet applicable standards and successfully marketing such products and obtaining necessary licenses requires significant continuing costs, marketing efforts, third-party third -party commitments and regulatory approvals. Canmart has made a limited number of sales. and Bophelo has made one sale to a local buyer to date. We currently aim to commence exporting medical cannabis biomass from Bophelo to Europe in 2022. From 2023 and beyond, we plan to expand our product offering to include cannabis oils and extracts, and ultimately, to produce consumer branded cannabis products for discerning patients. We may not be successful in timely expanding our production capacity, or obtaining any required regulatory approvals or licenses, to implement our growth plans, which, together with any capital expenditures made in our operations, may have a material adverse effect on our business, financial condition and operating results.

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There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids (such as cannabidiol and tetrahydrocannabinol. Although we believe that the articles, reports and studies published support our beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Given these risks, uncertainties and assumptions, investors should not place undue reliance on such articles and reports. Future research studies and clinical trials may draw opposing conclusions to those stated herein or reach negative conclusions related to medical cannabis, which could have a material adverse effect on the demand for our products and could result in a material adverse effect on our business, financial condition and results of operations or prospects.

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We may not be able to maintain an effective quality control system. The effectiveness of our quality control system and our ability to obtain or maintain EU Good Manufacturing Practice ("EU GMP") and Good Agricultural and Collecting Practices ("GACP") certifications with respect to our manufacturing, processing and testing facilities depend on a number of factors, including the design of our quality control procedures, training programs, and the ability to ensure that our employees adhere to our policies and procedures. We also may depend on third party service providers to manufacture, process or test our products, that are subject to EU GMP and GACP requirements.

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We believe that the medical cannabis industry is highly dependent upon positive patient, physician or investor perception regarding the benefits, safety, efficacy and quality of the cannabis distributed to patients for medical use. Perception of the medical cannabis industry, medicinal cannabis products, currently and in the future, may be significantly influenced by scientific research or findings, regulatory investigations, litigation, political statements, media attention and other publicity (whether or not accurate or with merit) both in Israel Europe and in other countries elsewhere relating to the use of cannabis or cannabis-based cannabis -based products for medical purposes, including unexpected safety or efficacy concerns arising with respect to pharmaceutical-grade pharmaceutical -grade cannabis or cannabis-based cannabis -based products or the activities of medical-use medical -use cannabis industry participants.

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Following the completion of the Acquisition, Our business involves the growing of cannabis, which is an agricultural product. The occurrence of severe adverse weather conditions, especially droughts, fires, storms or floods is unpredictable and may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply of cannabis. Adverse weather conditions may be exacerbated by the effects of climate change and may result in the introduction and increased frequency of pests and diseases. The effects of severe adverse weather conditions may reduce our yields or require us to increase our level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of insects and pests, which could negatively affect cannabis crops. Future droughts could reduce the yield and quality of our cannabis production, which could materially and adversely affect our business, financial condition and results of operations.

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Bophelo currently purchases quality cannabis seeds primarily from OG DNA Genetics Inc. and also from other reputable suppliers of cannabis genetics based in Europe. If replacement seeds cannot be obtained at comparable prices, or at all, or if the necessary authorizations are not obtained, our business, financial condition and results of operations would be materially and adversely affected. Our operations could be materially and adversely affected if the supply of cannabis seeds is ceased or delayed and we do not find replacement suppliers and obtain all necessary authorizations.

Part of our strategy is to enter into and maintain arrangements with third parties related to the development, testing, marketing, manufacturing, distribution and commercialization of our products. For example, in August 2022, we entered into a cooperation agreement with Cansativa GmbH to allow the Cansativa platform to supply the German market with dried flowers from our EU -GMP certified indoor grow facility in Sintra, Portugal. Our revenues are dependent on the successful efforts of these third parties, including the efforts of our distribution partners. Entering into strategic relationships can be a complex process and the interests of our distribution partners may not be or remain aligned with our interests. Some of our current and future distribution partners may decide to compete with us, refuse or be unable to fulfill or honor their contractual obligations to us, or change their plans to reduce their commitment to, or even abandon, their relationships with us. There can be no assurance that our distribution partners will market our products successfully or that any such third-party third -party collaboration will be on favorable terms.

Our profit margins and the timely delivery of our products are dependent upon the ability of our outside suppliers and manufacturers to supply us with products in a timely and cost-efficient cost -efficient manner. Our ability to develop our business and enter new markets and sustain satisfactory levels of sales in each market depends upon the ability of its our outside suppliers and manufacturers to produce the ingredients and products and to comply with all applicable regulations. The failure of our primary suppliers or manufacturers to supply ingredients or produce its our products could adversely affect our business operations.

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Our future growth and profitability will depend on the effectiveness and efficiency of sales and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future marketing expenditures and (iii) effectively manage sales and promotional costs in order to maintain acceptable operating margins. We plan to continue to develop the direct sale model of Canmart, which may require us to establish our own clinics and pharmacies. Furthermore, we plan to continue development of our partnership with Cookies in Portugal. There can be no assurance that our sales and promotional expenditures will result in revenues in the future or will generate awareness of our products and services. In addition, no assurance can be given that we will be able to manage our sales and promotional expenditures on a cost-effective cost -effective basis.

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We may be unable to sustain its our pricing model.

Significant price fluctuations or shortages in the cost of materials may increase our cost of goods sold and cause its our results of operations and financial condition to suffer. If we are unable to secure materials at a reasonable price, we may have to alter or discontinue selling some of our products or attempt to pass along the cost to its our customers, any of which could adversely affect our results of operations and financial condition.

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We may be subject to growth-related growth -related risks, including capacity constraints and pressure on our internal systems and controls. Our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. Rapid growth of our business may significantly strain our management, operations and technical resources. If we are successful in obtaining large orders for its our products, we will be required to deliver large volumes of products to our customers on a timely basis and at a reasonable cost. We may not obtain large-scale large -scale orders for our products and if we do, we may not be able to satisfy large-scale large -scale production requirements on a timely and cost-effective cost -effective basis. Our inability to deal with this growth may have a material adverse effect on our business, financial condition, results of operations and prospects.

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The industry in which we operate is subject to intense and increasing competition. Many of our competitors have greater resources that may enable them to compete more effectively than us in the cannabis industry, or they have a longer operating history and greater capital resources and facilities, which may enable them to compete more effectively in this market. We expect to face additional competition from existing licensees and new market entrants who are granted licenses in the jurisdictions in which we expect to operate, including the United Kingdom and the Kingdom of Lesotho, Portugal, and other jurisdictions in which we intend to expand our operations. If a significant number of new licenses are granted in the near term, we may experience increased competition for market share and may experience downward pricing pressure on our products as new entrants increase production. Such competition may cause us to encounter difficulties in generating revenues and market share, and in positioning our products in the market. If we are unable to successfully compete with existing companies and new entrants to the market, our lack of competitive advantage will have a negative effect on our business and financial condition.

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Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management and key employees, including, without limitation, Louisa Mojela, Katie Field, our Interim Chief Executive Chairman, Officer and Tejinder Virk, Executive Director, and Gucharn Deol, our Chief Executive Financial Officer. The loss of any member of our management team or any of our key employees could have a material adverse effect on our business and results of operations. While employment agreements and incentive programs are customarily used as primary methods of retaining the services of key employees, these agreements and incentive programs cannot assure the continued services of such employees. Any loss of the services of such individuals, or an inability to attract other suitably qualified persons when needed, could have a material adverse effect on our business, operating results or financial condition. We do not currently maintain key-person key -person insurance on the lives of any of our key employees or members of management. Competition for qualified technical, sales and marketing staff, as well as officers and directors can be intense, and no assurance can be provided that we will be able to attract or retain such qualified individuals in the future, which may adversely affect our operations.

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At Bophelo and Canmart's offices and operations facilities in the United Kingdom and the Kingdom of Lesotho, all employees wear masks and practice social distancing. There are strict protocols on screening of employees and visitors; which include temperature checks and the requirement to complete detailed questionnaires concerning, among other things, possible exposure to COVID-19. Hand sanitizer is provided and hand washing protocols are in place. Signage has been put in place at our operations reminding visitors and staff of COVID-19 protocols. Both the U.K. and Lesotho governments have commenced the roll-out of COVID-19 vaccines to the population of each of those countries. The U.K. population has reached a significant level of vaccination, while Lesotho's rate of vaccination is still in its early stages. Bophelo and Canmart have encouraged all of their employees to be vaccinated. Despite these measures taken, there is no guarantee that the continued development of COVID-19 will not affect their operations negatively.

We may be subject to various potential conflicts of interest because of the fact that some of our officers and directors may be engaged in the cannabis industry through their participation in corporations, partnership or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out in the related Canadian law and regulations.

Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.

We may be subject to various potential conflicts of interest because of the fact that some of our officers and directors may be engaged In a range of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to us. In some cases, our executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. These business interests could require significant time and attention of our executive officers and directors. For example, our Interim Chief Executive Chairman, Officer and Executive Director, Ms. Mojela controls the MMD Trust which leases premises to Bophelo. See a discussion of Katie Field, is the Investor Rights Agreement under " Certain Relationships and Related Party Transactions — Our Transactions with Chief Executive Officer and Chairman of Halo.

The recent Coronavirus ("COVID-19") outbreak and similar disease outbreaks or public health emergencies could adversely affect our future operations.

Our operations could be significantly and adversely affected by the effects of a widespread global outbreak of a contagious disease and other unforeseen events, including the recent outbreak of a respiratory illness caused by COVID-19 COVID -19 and the related economic repercussions. We cannot accurately predict the effects COVID-19 COVID -19 will have on our operations and the ability of others to meet their obligations with us, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In light of the recent COVID-19 COVID -19 pandemic, there could be a negative impact on sourcing medical cannabis products for our distribution in the United Kingdom or, the continued buildout and optimization of our cultivation and manufacturing facilities in the Kingdom of Lesotho Portugal in accordance with the requirement of EU GMP and the export of our cannabis products from Lesotho Portugal to other areas of the world. Additionally, COVID-19 COVID -19 has caused significant disruptions to the global financial markets, which could impact our ability to raise additional capital. The ultimate impact on us and our significant suppliers and prospective customers is unknown, but our operations and financial condition could suffer in the event of any of these types of unpredictable events. Further, any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our business, results of operations, financial condition and cash flows.

The U.K. and Portuguese populations have reached a significant level of vaccination. There is no guarantee, however, that the continued development of COVID -19 will not affect our operations negatively. During the year ended December 31, 2022, both the UK and Portuguese governments have substantially reduced COVID -19 restrictions.

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Risks Related to Our International Operations

Risks Related to Our Expected International Operations and Operations in Emerging Markets As a company based outside of the United States, we are subject to economic, political, regulatory and other risks associated with international operations.

Our business is subject to risks associated with conducting business outside of the United States. Following the completion of the Acquisition, Our operations are based primarily in the United Kingdom and the Kingdom of Lesotho. Portugal. Our principal office and Canmart's operations are located in the United Kingdom, and Bophelo's RPK's cultivation operations are located in the Kingdom of Lesotho. Portugal. Accordingly, our future results could be harmed by a variety of factors, including, without limitation, the following:

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A change in our tax residence could have a negative effect on our future profitability.

Although we are incorporated in the Province of Ontario in Canada, we are a resident in the United Kingdom for tax purposes. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs following a review by our directors or for any other reason, we could become, or be regarded as having become, a resident in a jurisdiction other than the United Kingdom. Should we cease to be tax resident in the United Kingdom, we may have exposure related to unexpected tax liabilities, such as a charge of United Kingdom, capital gains tax on a deemed disposal at market value of our assets and of unexpected tax charges in other jurisdictions on our income. Similarly, if the tax residency of any of our future subsidiaries were to change from their current jurisdiction for any of the reasons listed above, we may be subject to a charge of local capital gains tax on the assets.

We currently expect that our sales will be denominated in U.S. Dollars and Euro Euros and that we may, in the future, have sales denominated in the currencies of additional countries in which we establish operations or distribution. In addition, we expect to incur the majority of our operating expenses in U.S. Dollars Euro, South African Rands and Lesotho Maloti. Euros. Our international sales may be subject to unexpected regulatory requirements and other barriers. Any fluctuation in the exchange rates of foreign currencies may negatively affect our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide from foreign currency fluctuations and can themselves result in losses.

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We expect to operate in a number of countries and will therefore be regularly examined by and remain subject to numerous tax regulations. Changes in our global mix of earnings could affect our effective tax rate. Furthermore, changes in tax laws could result in higher tax-related tax -related expenses and payments. Legislative changes in any of the countries in which we operate could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. Additionally, the uncertain tax environment in some regions in which we operate may limit our ability to successfully challenge an adverse determination by any local tax authorities. We expect to operate in countries with complex tax rules, which may be interpreted in a variety of ways and could affect our effective tax rate. Future interpretations or developments of tax regimes or a higher than anticipated effective tax rate could have a material adverse effect on our tax liability, return on investments and business operations.

In addition, we and our future subsidiaries operate in, are incorporated in and are tax residents of, various jurisdictions. The tax authorities in the various jurisdictions in which we and our subsidiaries operate, or are incorporated, may disagree with and challenge our assessments of our transactions, tax position, deductions, exemptions, where we or our subsidiaries are tax resident, or other matters. If we are unsuccessful in responding to any such challenge from a tax authority, we may be required to pay additional taxes, interest, fines or penalties, we may be subject to taxes for the same business in more than one jurisdiction or may also be subject to higher tax rates, withholding or other taxes. A successful challenge could potentially result in payments to the relevant tax authority of substantial amounts that could have a material adverse effect on our financial condition and results of operations.

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We may be subject to emerging market risks.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.

The Kingdom of Lesotho has a history of economic instability and crises, as well as political instability. Laws and regulations applicable to our cultivation operations in the Kingdom of Lesotho are subject to change in the future and could adversely affect our business, financial condition and results of operations. In particular, fluctuations in the economy in Southern Africa and actions adopted by the government have had and may continue to have a significant impact on companies operating in Southern Africa, including in the Kingdom of Lesotho. Specifically, Bophelo may be impacted by inflation, foreign currency fluctuations, regulatory policies, business and tax regulations and, in general, by the political, social and economic scenarios in the Kingdom of Lesotho and other countries in which we may do business.

Global or regional economic crises could negatively affect investor confidence in emerging markets or the economies of the countries in Southern Africa, including the Kingdom of Lesotho. A significant decline in economic growth or a sustained economic downturn for any of Lesotho's major trading partners (in particular, the United Kingdom, the United States and China) could have a material adverse impact on the balance of trade and remittances, resulting in lower economic growth. Deterioration in the economic and political situation in South Africa, which surrounds the Kingdom of Lesotho entirely, could adversely affect the local economy and cause instability by disrupting diplomatic or commercial relationships with other nearby countries. Any future tensions may cause political and economic uncertainty, instability, market volatility, low confidence levels and higher risk aversion by investors and market participants that may negatively affect economic activity generally in Southern Africa, including in the Kingdom of Lesotho. Such events could materially and adversely affect Bophelo's business, financial condition and results of operations.

Exchange controls may restrict our ability to convert or transfer sums in foreign currencies.

Companies operating in Southern Africa are subject to exchange control limitations. Exchange controls in the Kingdom of Lesotho are administered by the Central Bank of Lesotho. While exchange controls have been relaxed in recent years and may continue to be relaxed, companies operating in Southern Africa remain subject to restrictions on their ability to export capital outside of the Common Monetary Area, which includes South Africa, Namibia, Lesotho and Eswatini. In addition, as the cash flows of certain countries are highly dependent on the export of certain raw materials, the ability to convert such currencies can be limited by the timing of payments for such exports, which may require us to organize our currency conversions around such constraints. These restrictions may affect the manner in which we finance our transactions outside Southern Africa and the geographic distribution of our debt.

We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit our ability to transfer cash, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The markets in which we may operate are exposed to high inflation and interest rates which could increase our operating costs and reduce our profitability.

The economies of the countries in which we may operate, including the Kingdom of Lesotho, in the past have been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States and other highly developed economies. High rates of inflation could increase our costs in such regions and decrease our operating margins. The CPI inflation in the Kingdom of Lesotho is at 5.1 percent during the ongoing financial year 2021-22. Inflation in Southern African countries generally results in an increase in our operational costs. Higher and sustained inflation in the future, with a consequent increase in operational costs, could have a material adverse effect on our results of operations and our financial condition and could result in operations being discontinued or reduced or rationalized, which could have a material adverse effect on our business, financial condition and results of operations.

Although higher interest rates would increase the amount of income we earn on our cash balances, they would also adversely affect our ability to obtain cost-effective debt financing in certain countries in which we may operate.

Operating in emerging markets may subject us to greater political, economic and market risks than those we would face if we only operated in more developed markets, which could increase our operating costs.

Emerging markets, including the Kingdom of Lesotho in Southern Africa, are subject to greater risks than more developed markets. The political, economic and market conditions in many emerging markets present risks that could make it more difficult to operate our business successfully. These risks include:

the strength of emerging market economies;

fluctuations in interest rates;

political and economic instability, including higher rates of inflation and currency fluctuations;

high levels of crime and unemployment;

higher levels of corruption, including bribery of public officials;

loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;

lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights;

potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, taxation and other laws or policies affecting foreign trade or investment;

restrictions on the right to convert or repatriate currency or export assets;

introduction or changes to indigenization and empowerment programs;

logistical and communications challenges;

difficulties in staffing and managing operations and ensuring the safety of our employees;

greater risk of uncollectible accounts and longer collection cycles; and future downgrades of the debt ratings of the countries in which we operate.

If we are unable to effectively manage these risks, it could have a material adverse effect on our business, financial condition and results of operations.

Governments in Africa have in the past intervened in the economies of their respective countries and occasionally made significant changes in policy and regulations. Governmental actions have often involved, among other measures, nationalizations and expropriations, price controls, currency devaluations, mandatory increases on wages and employee benefits, capital controls, limits on imports and arbitrary interference with private ownership of contract rights. Our business, financial condition and results of operations may be adversely affected by changes in government policies or regulations, including such factors as exchange rate and exchange control policies, inflation control policies, price control policies, consumer protection policies, import duties and restrictions, liquidity of domestic capital and lending markets, electricity rationing, tax policies, including tax increases and retroactive tax claims, and other political, diplomatic, social and economic developments in or affecting the countries where we operate. In the future, the level of intervention by African governments may continue to increase. It is difficult to predict the future political, economic and market environment in these countries, and these or other measures could have a material adverse effect on the economy of the countries in which we may operate and, consequently, could have a material adverse effect on our business, financial condition and results of operations.

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We are required to comply with extensive labor regulations in each of the countries in which we will have employees, including with respect to wages, social security benefits and termination payments. For example, Lesotho laws relating to labor regulate work time, provide for mandatory compensation in the event of termination of employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting requirements in respect of affirmative action policies, which could result in significant costs.

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and 72 more changes in the filing

Use of proceeds 7 changes

We estimate that we will receive approximately $14.2 million (based on an initial public offering price of $4.00 per Common Share) in net proceeds from the sale of 4,000,000 Common Shares offered by us in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses of approximately $1.76 million payable by us.

The underwriters have an option to purchase up to 600,000 additional Common Shares at the public offering price less the underwriting discounts and commissions within 45 days after the date of this prospectus to cover-allotments, if any. Exercise by the underwriters of this option in full would result in additional net proceeds to us of approximately $2.208 million.

We intend to use the net proceeds from this offering for property, plant and equipment, operations, working capital, and general corporate purposes. Property, plant and equipment include the construction of greenhouses estimated at $3.5 million, an EU GMP post-harvest drying facility estimated at $1.5 million, and an EU GMP extraction facility estimated at $2 million.

We estimate that we will receive approximately $_________ million in net proceeds from the sale of __________ Common Shares offered by us in this offering, after deducting the underwriter fees and expenses and estimated offering expenses of approximately $________ million payable by us. This amount excludes the proceeds, if any, from the exercise of warrants in this offering. If all of the Common Share warrants sold in this offering were to be exercised in cash at an assumed exercise price of $______ per share, we would receive additional net proceeds of approximately $_________ . However, the final exercise price will be a negotiated price. We cannot predict when or if these warrants will be exercised. It is possible that these warrants may expire and may never be exercised.

We intend to use the net proceeds from this offering for capital expenditures, operating capacity, working capital, general corporate purposes and the refinancing or repayment of existing indebtedness and acquisitions of complementary products, technologies or businesses. However, we currently have no present agreements or commitments for any such acquisitions.

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Each $1.00 increase (decrease) in the initial public offering price of $4.00 per Common Share would increase (decrease) the net proceeds to us from this offering by approximately $3.7 million, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us. We may also increase or decrease the number of Common Shares we are selling in this offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $3.7 million, assuming the initial public offering price of $4.00 per Common Share and after deducting the underwriting discounts and commissions payable by us.

We believe that our funds and the net proceeds from this offering will be sufficient to continue our businesses and operations as currently conducted through 2022; the middle of 2024; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

Dividend policy 2 changes

We have never paid dividends on our Common Shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our Common Shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. Our future ability to pay cash dividends on our Common Shares may be limited by the terms of any then-outstanding debt or preferred securities.

Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. Our future ability to pay cash dividends on our Common Shares may be limited by the terms of any then -outstanding debt or preferred securities.

Capitalization 12 changes

on a pro forma basis to give effect to (i) the conversion of the Debenture assuming a conversion price equal to an initial public offering price of $4.00 per Common Share in this offering; (ii) on a pro forma basis to give effect to the issuance of 2,288,400 Common Shares pursuant to the completion of the Private Placement at a price of $2.50 per Common Share, after deducting underwriting discounts and commissions and estimated related expenses payable by us; (iii) on a pro forma basis to give effect to the issuance of 880,000 shares at a price of $2.50 per Common Share to settle the Bridge Loan Facility; (iv) the issuance of 869,963 Common Shares to the ESG Trust, (v) the issuance of 13,129,212 Common Shares to Halo pursuant to the acquisition of Cannahealth Ltd, Bophelo Holdings Ltd, Canmart Ltd and Bophelo Bio Science and Wellness (Pty) Ltd. • on a pro forma, as adjusted, basis to give effect to the above and the issuance of 4,000,000 Common Shares in this offering at an initial public offering price of $4.00 per Common Share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as set forth in this prospectus.

The following table sets forth our cash and cash equivalents, debt and capitalization as of September June 30, 2021: 2023:

• on an actual basis;

• on a pro forma basis to give effect to (i) the issuance of 582,193 Common Shares at a price of $0.62 per Common Share to Halo Collective Inc. pursuant to the conversion of Debenture to settle the outstanding balance of $360,960, including accrued interest and overdue fees; (ii) on a pro forma basis to give effect to the issuance of 879,895 Common Shares to 1107385 B.C. Ltd. pursuant to first option payment to acquire certain land property; (iii) the issuance of 140,746 Common Shares to a consultant of the Company, (iv) issuance of 840,951 Common Shares pursuant to the Registered Direct Offering; and • on a pro forma, as adjusted, basis to give effect to the above and the issuance of ________Common Shares or pre -funded warrants in this offering at an assumed public offering price of $_____ per Common Share, assuming no sales of pre -funded warrants, which, if sold, would reduce the number of Common Shares that we are offering on a one -for-one basis, after deducting underwriter fees and expenses and estimated offering expenses payable by us, as set forth in this prospectus.

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As of 30 September, 2021

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Pro Forma, as Adjusted

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Common Shares (29,903,090 issued, unlimited

Common Shares (11,228,295 issued, unlimited authorized)

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Total shareholders' equity (deficiency)

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Excludes 5,394,976 Common Shares reserved for future issuance under our Plan as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

The number of Common Shares on a pro forma as adjusted basis excludes Common Shares issuable upon exercise of warrants to be issued to the Representative of the underwriters as part of this offering at an exercise price of $5.25 (assuming an initial public offering price of $4.00 per share).

(1) Based on the exchange rate of 15.33, 1.09, 1.27 and 0.75, which was the foreign exchange rate on September June 30, 2021, 2023, as reported by the South African Revenue Service shown in OANDA FX Trading in its published historical rates for the South African Rand, British Pound, Euro and Canadian Dollars, respectively, and as used in our unaudited condensed interim consolidated financial statements as of September June 30, 2021. 2023.

Dilution 18 changes

Purchasers of the Common Shares or pre -funded warrants in this offering will experience immediate and substantial dilution to the extent of the difference between the initial public offering price per Common Share and pre -funded warrant paid by the purchasers of the Common Shares or pre -funded warrants in this offering and the pro forma, as adjusted net tangible book value per Common Share immediately after, and giving effect to, this offering. Dilution results from the fact that the initial public offering price per Common Share in this offering is substantially in excess of the net tangible book value per Common Share attributable to our existing shareholders for our presently outstanding Common Shares.

Our historical net tangible book value per Common Share is determined by dividing our net tangible book value, which is the book value of our total tangible assets less the book value of our total liabilities, by the number of outstanding Common Shares. As of September June 30, 2021, 2023, the historical net tangible book value of our Common Shares was ($11,530,241), $676,533, or ($1.89) $0.17 per Common Share.

After giving effect to the (i) conversion of the Debenture assuming a conversion price equal to an initial public offering price of $4.00 per Common Share in this offering, (ii) sale by us of 4,000,000 _______ Common Shares in this offering at an initial assumed public offering price of $4.00 $_____ per Common Share (iii) and $______ per pre -funded warrant (attributing no value to the settlement Common Share warrants or proceeds from the sale of warrants being offered), (ii) the bridge loan facility settlement of Debenture owing to Ms. Mojela Halo Collective Inc. by way of an issuance of 880,000 582,193 Common Shares, (iii) the issuance of 879,895 Common Shares to 1107385 B.C. Ltd. pursuant to first option payment to acquire certain land property, (iv) the sale by us issuance of 2,288,400 140,746 Common Shares in to a private placement at an offering price consultant of $2.50 per share, after deducting underwriting discounts and commissions, and (v) the Company, (v) issuance of 869,963 840,951 Common Shares pursuant to the ESG Trust Registered Direct Offering, and (vi) receipt by us of the net proceeds of this offering, after deduction of the underwriting discounts underwriter fees and commissions expenses and the estimated offering expenses payable by us, and assuming exercise of the pre -funded warrants for cash in full, our pro forma, as adjusted net tangible book value as of September June 30, 2021 2023 would have been $15,986,299, $______, or $0.55 $0.___ per Common Share. The pro forma, as adjusted net tangible book value per Common Share immediately after the offering is calculated by dividing the pro forma, as adjusted net tangible book value of $15,986,299 $___________ by 28,903,090 _________ Common Shares (which is the pro forma, as adjusted Common Shares outstanding as of September June 30, 2021). 2023). The difference between the initial public offering price per Common Share and the pro forma, as adjusted net tangible book value per Common Share represents an immediate increase in net tangible book value of $3.45 $_____ per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $3.45 $_____ per Common Share to purchasers of Common Shares in this offering.

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Net tangible book value per Common Share before this offering (as of September 30, (1.89 ) Increase in net tangible book value per Common Share attributable to existing shareholders due to the issuance of Common Shares after September 30, 2021 $ 1.68 Pro forma net tangible book value per Common Share before this offering (as of September 30, 2021) $ (0.21 ) Increase in net tangible book value per Common Share attributable to conversion of the Debenture offering $ 0.28 Increase in net tangible book value per Common Share attributable to purchasers in this offering $ 0.48 Pro forma, as adjusted net tangible book value per Common Share immediately after this offering $ 0.55 Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering $ 3.45 Each $1.00 increase (decrease) in the initial public offering price of $4.00 per Common Share would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this offering by $3,700,000, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering by $0.87, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

We may also increase or decrease the number of Common Shares we are selling in this offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this offering by $3,700,000, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering by ($0.11), assuming the initial public offering price of $4.00 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the underwriters of their option to purchase additional Common Shares in this offering. If the underwriters exercise in full their option to purchase up to 600,000 additional Common Shares from us, the pro forma, as adjusted net tangible book value per Common Share immediately after this offering would be $0.62 per Common Share, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering would be $3.38 per Common Share, in each case assuming an initial public offering price of $4.00 per Common Share, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of September 30, 2021, on an adjusted pro forma basis as described above, the number of Common Shares acquired or to be acquired, and the total consideration and the average price per Common Share (i) paid to us by existing shareholders and (ii) to be paid by new investors purchasing Common Shares in this offering at an initial public offering price of $4.00 per Common Share, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Existing shareholders

Purchasers in this offering

Each $1.00 increase (decrease) in the initial public offering price of $4.00 per Common Share would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by $3,700,000 and $0.13 per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by 5.14%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by 5.14%, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

Similarly, an increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by $3,700,000 and $0.08 per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by 5.14%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by 6.08%, assuming the initial public offering price of $4.00 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the underwriters of their option to purchase additional Common Shares in this offering. If the underwriters exercise in full their option to purchase up to 600,000 additional Common Shares from us, the number of Common Shares underlying the Common Shares held by purchasers in this offering would be increased to 4,600,000 Common Shares, or 15.59% of the total number of Common Shares outstanding immediately after this offering, and the percentage of Common Shares held by our existing shareholders would be reduced to 84.41% of the total number of Common Shares outstanding immediately after this offering.

Initial Public offering price per Common Share

Net tangible book value per Common Share before this offering (as of June 30, 2023) $ 0.17 Increase in net tangible book value per Common Share attributable to existing shareholders due to the issuance of Common Shares after June 30, 2023 $ 0.12 Pro forma net tangible book value per Common Share before this offering (as of June 30, 2023) $ 0.29 Increase in net tangible book value per Common Share attributable to purchasers in this offering $ 0.__ Pro forma, as adjusted net tangible book value per Common Share immediately after this offering $ 0.__ Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering $ The dilution information set forth in the table above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The above table is based on _________ of Common Shares outstanding as of __________, 2023 and, unless otherwise indicated, excludes:

• [ ] our Common Shares issuable upon exercise of outstanding warrants with a weighted -average exercise price of $[ ] per share;

• any sales of pre -funded warrants, which, if sold, would reduce the number of Common Shares that we are offering on a one -for-one basis, and Common Shares issuable upon exercise of the Common Share warrants to be issued as part of the Common Shares or pre -funded warrants issued in this offering;

• 20,620 of our Common Shares that are reserved for equity awards that may be granted under our equity incentive plans.

MD&A 389 changes

We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality medical cannabis products to patients worldwide. We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date.

Akanda was incorporated in July 2021 in connection with Halo's plan to reorganize its medical cannabis market focused international business assets. On September 29, 2021, we entered into a share purchase agreement with Halo, pursuant to which we acquired such assets and as a result, Cannahealth, Bophelo Holdings, Canmart and Bophelo became our wholly-owned subsidiaries as of the closing of the transaction on November 3, 2021. Please see a discussion of the Acquisition and the diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer under " Prospectus Summary — Our History and Relationship with Halo ."

Akanda, Cannahealth and Bophelo Holdings are holding companies which had no trading related operational activities to date, other than commercial activities which are solely related to their function as group and intermediate holding companies respectively.

Bophelo commenced operations including establishing sites and first phase construction and starting site preparation activities in 2018. Bophelo's cultivation facility in the Kingdom of Lesotho is licensed to cultivate cannabis over an initial 5 hectare canopy area, with conditional approval from local authorities to extend its cultivation area up to 200 hectares in total. At present, the company is cultivating cannabis over a 0.3 hectare area and is in the process of expanding it by a further 1.5 to 2 hectares. During 2019 and 2020, Bophelo did not generate any revenue from a commercial harvest, although it completed a number of successful harvests for non-commercial purposes. Bophelo conducted its first sale of high-grade flower to a local buyer in March 2021 and has entered into distribution agreements with European based distributors. As we continue to build out and upgrade our facilities to meet EU standards, we aim to commence exporting medical cannabis biomass to Europe in 2022. From 2023 and beyond, we plan to expand our product offering to include cannabis oils and extracts, and ultimately, to produce consumer branded cannabis products for discerning patients.

Canmart commenced importing and distributing CBPMs in 2020 and has generated a small amount of revenue (less than $25,000) since its inception resulting from the sale of CBPMs to patients in the United Kingdom. Under the current controlled drugs regulatory regime, Canmart is only able to supply to dispensing pharmacists, clinics and other wholesale distributors. However, Canmart's intention is to establish direct sales channels to patients through Canmart owned and operated clinics and pharmacies.

As the closing of the Acquisition occurred in November 2021, set forth below is a discussion of the financial condition and operating results of each of Akanda, Cannahealth, Bophelo Holdings, Bophelo and Canmart for their respective historical reporting periods, on a stand-alone basis.

Akanda was formed in Ontario, Canada on July 16, 2021 as a holding company. The discussion below regarding Akanda's historical financial condition and operation results is limited to the reporting period since its inception to a recent practical date.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section of this prospectus entitled " Business ", and our consolidated financial statements, pro forma combined financial statements and related notes thereto, included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking forward -looking statements that reflect our current plans, expectations, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking forward -looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections entitled " Risk Factors " and " Cautionary Note Regarding Forward-Looking Forward -Looking Statements ."

Our fiscal year begins on January 1 and ends on December 31. Unless otherwise noted, references to year pertain to our fiscal year. For example, 2022 refers to fiscal 2022 which is the period from January 1, 2022 and to December 31, 2022.

Our Audited Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020, respectively, and Unaudited Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2023 for Akanda Corp. as a group (the " Akanda Group "), have been prepared in accordance with International Financial Reporting Standards (IFRS) and are presented in millions of US dollars except where otherwise indicated. Our historical results are not necessarily indicative of the results that should be expected in any future period.

We have derived the consolidated statements of operations data for Akanda Group for the years ended December 31, 2022, 2021 and 2020, respectively and the consolidated financial position information as at December 31, 2022, 2021 and 2020, respectively, from the Akanda Group's Audited Financial Statements included under Item 18 of the Annual Report on Form 20 -F . The consolidated statements of operations data for the six months ended June 30, 2023 and 2022 and the consolidated financial position information as at June 30, 2023 and 2022 were derived from Akanda Group's Unaudited Condensed Interim Consolidated Financial Statements published as Exhibit 99.1 of Form 6 -K .

Akanda was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo to reorganize its medical cannabis market focused international business assets. On November 3, 2021, Akanda acquired Cannahealth, which owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings, which, in turn, owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly -owned subsidiaries. We have consolidated all our subsidiary companies, Cannahealth Ltd. in Malta, Bophelo Holdings Ltd. in the UK, Canmart Ltd. in the UK and Bophelo Bio Science and Wellness Pty Ltd. in the Kingdom of Lesotho, in the Akanda Group Audited Financial Statements and financial information presented prior to July 16, 2021, the date of our inception and November 3, 2021, the date of the Acquisition, is that of our subsidiary companies. As Akanda was only incorporated in July 2021, comparative financial information for the financial years ending December 31, 2020 and 2019 only include the financial effect of Canmart, Bophelo Bio Science & Wellness and Cannahealth. In April 2022, the Company, through its wholly owned subsidiary, Cannahealth, acquired all the issued and outstanding equity interests of Holigen Limited and its wholly -owned subsidiary, RPK Biopharma Unipessoal, Lda.

As a result of Bophelo's liquidation, during the year ended December 31, 2022, we determined that we no longer controlled Bophelo. As a result of the loss of control, we derecognized the net assets of Bophelo and accounted for the operating results as discontinued operation.

A. Operating Results

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Total operating expenses

Loss from operations

Net and comprehensive loss

As a holding company, Akanda had no operations to date. During the period ended August 31, 2021, it had incurred legal expenses of $31,898.

The discussion below summarizes Akanda Group's consolidated historical operation results.

On September 28, 2021, Halo entered into a share purchase agreement with Akanda in connection with the sale and purchase of its equity holding in Cannahealth. The agreement became unconditional on or around 3 November 2021 and the Cannahealth Acquisition was successfully completed.

Prior to the completion of the Cannahealth Acquisition, Halo completed an internal reorganization, pursuant to which Halo's international assets in the UK & Lesotho namely Canmart Ltd, Bophelo Holdings Ltd and Bophelo Bio Science and Wellness (Pty) Ltd became, directly or indirectly, wholly owned subsidiaries of Cannahealth. As part of this internal reorganization, Bophelo Holdings Ltd acquired the claims held by Halo against the Company, as well 100% of the issued share capital of the Company from Halo. Bophelo Holdings Ltd, is in turn, a wholly owned subsidiary of Cannahealth. Following the completion of the internal reorganization and the successful closing of the Transaction, Akanda became the ultimate parent company of Bophelo Bio Science and Wellness (Pty) Ltd. On April 20, 2022, Akanda, Cannahealth, The Flowr Corporation (" Flowr ") and Holigen Holdings Limited (" Holigen "), a wholly -owned subsidiary of Flowr entered into a share purchase agreement (the " Holigen Agreement ") whereby Cannahealth would acquire 100% of the ordinary shares of Holigen, which is the holding company of RPK Biopharma, Unipessoal, LDA (" RPK "), a cultivator and manufacturer of medical cannabis products based in Portugal (the " Holigen Acquisition "). The Holigen Acquisition closed on April 29, 2022.

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 and the Year Ended December 31, 2020.

Reporting Period from July 16, 2021 (inception) through August 31, 2021 The following table sets forth key components of Akanda's Akanda Group's results of operations for the reporting period from July 16, 2021 (inception) through August years ended December 31, 2022 compared to the years ended December 31, 2021 and December 31, 2020.

Gross Profit (Loss) before loss on change in fair value biological asset s (1,591 ) Gain (Loss) on change in fair value of biological assets 1,216,129 — (58,429 ) Gross Los s 3,269,559 (1,591 ) (58,176 ) Operating expense s Depreciation and amortization 3,598,323 248,743 Consulting and professional fees 7,759,824 1,212,422 702,016 Personnel expenses 6,593,527 1,184,734 374,900 Travel expenses — — 50,636 Share-based payment expenses to social development trust 2,124,615 — — General and administrative expenses (recovery) 3,369,659 170,926 229,743 License fees — — 1,491 Total operating expense s 23,445,948 2,568,560 1,607,529 Operating los s (20,176,389 ) (2,570,151 ) (1,665,705 ) 2022 Years ended December 31, 2021 2020 Other (expense) income :

Foreign exchange loss, net

Gain on bargain purchase

Gain on debt settlement

Change in fair value of financial assets measured at FVTPL

Net loss from continuing operations

Loss from discontinued operations

Translation adjustment

Loss per share from continuing operations – basic and

Loss per share – basic and diluted

Weighted average Common Shares outstanding

The revenue of $2,619,682 for the year ended December 31, 2022 as compared to $41,431 for 2021 came from Canmart Ltd. in the UK and RPK in Portugal. There was revenue of $2,062 in 2020 from Canmart. The revenue increase in 2022 is significant due to the acquisition of RPK and due also to more focus on ramping up of its operations by securing CBPM products from international suppliers in Canada, importing these products and applying additional efforts on expanding sales of these imported products to patients, through dispensing clinics and physicians. Canmart sold, during the current period, a variety of different CBPM product types, including cannabis oil and cannabis flower for medical use. Canmart has access to use a 30,000 square foot logistics warehouse in SE England. Canmart has obtained the necessary licenses to import CBPMs to supply the patients in the U.K. domestic market. Canmart is further focusing on tapping other international markets for the import of various CBPM products.

Cost of sales increased from $1,809 in 2020 to $43,022 in 2021 and $566,252 in 2022. The increase is directly related to the increase in sales activities during the year 2022. This increase in sales represents the associated cost of CBPMs imported by Canmart and supplied to its patients. The increase is essentially commensurate with increased purchases and sales of CBPMs in the current period due to the fact that Canmart commenced more meaningful sales activity in the year ended December 31, 2022 compared to the low level of sales in the previous periods. The increase in cost of sales is also due to the purchase and sales activities by RPK, a newly owned subsidiary of the Company.

Loss on change in fair value of biological assets

The gain on change in fair value of biological assets was recognized in RPK Biopharma Unipessoal Lda. This is because of the fact that there is huge certainty around selling of the harvested produce both locally and for export. The fair value of the biological assets was determined based on the most recent available evidence for the selling price of similar biological assets. The valuation was done by an independent valuator considering the selling price available for cannabis biomass in Portugal and the historical cost paid by the company for the cannabis seeds. The gain increased from $(58,429) in 2020 and $nil in 2021 to $1,216,129 in 2022 and it has the effect of valuation of the biological assets as at the end of December 31, 2021.

Amortization and Depreciation

Amortization and depreciation expenses increased from $248,743 for 2020 and $478 for 2021 to $3,598,323 for the year ended December 31, 2022. The increase in the amortization and depreciation expenses recorded during the year ended December 31, 2022 was due to depreciation charges on additional items of property, plant and equipment that were acquired and brought into use during 2022. Amortization and depreciation charges for the year ended December 31, 2022 were a result of additional amortization and depreciation on intangible assets (the Company's cannabis operating license) and property, plant and equipment that was in place at January 1, 2021 as well due to additional depreciation on new additions to property, plant and equipment that took place during the year ended December 31, 2022.

Consulting and Professional Fees

The consulting and professional fees incurred increased from $702,016 in 2020 and $1,212,422 in 2021 to $7,759,824 for the year ended December 31, 2022. This increase in consulting and professional fees resulted from the increased operations in Canmart and RPK, and increased corporate activity around completion of the internal reorganization undertaken by Halo as a precursor to the Acquisition, as well as due to the engagement of various professional advisors in relation to Akanda Group's plans for an initial public offering and listing.

The group incurred personnel expenses of $6,593,527 for the year ended December 31, 2022 compared to $1,184,734 and $374,900 for 2021 and 2020, respectively. The increase in personnel expenses was due to increased operational staff for RPK's cultivation operations in Portugal. Additional staff were hired due to a ramp -up of cultivational activities as well as site build -out activities. Furthermore, Halo seconded several senior cultivation staff members to Bophelo in order to assist with the set -up of operations. For the year ended December 31, 2022, the group experienced a significant increase in personnel expenses primarily due to a large number of casual waged workers being hired to assist with the build out of Bophelo's new shade cloth cultivation areas, as well to assist with other site build out activities relating to general infrastructure needed on the site. Canmart also experienced significant increase in the personnel expenses due to the hiring of executives and management during June and July 2021, including Akanda's executive team who are employed by Canmart that came to around $1,634,442 in 2022.

General and Administration Expenses

The group incurred general and administration expenses of $3,369,659, $170,926 and $229,743 for the years ended December 31, 2022, 2021 and 2020, respectively. These costs consisted mainly of a broad range of site related operational expenses such as utilities, fuel costs, import duties, security expenses, repairs and maintenance and consumables. These costs increased compared to the prior period mainly due to increased activity on site as the ramp up of the facility continues. The year -on-year increase is mainly due to increased operational expenditure resulting from the uplift in site activity and the increased planting and harvesting activity of noncommercial cannabis crops as well as due to increased infrastructure build out.

The group incurred interest expense of $115,324 for the year ended December 31, 2022 compared to interest expense of $10,509 for 2021 and $645,162 for 2020. The interest expense recorded in 2021 which was primarily due to the interest expense unwind relating to the lease liability that was recognized on inception of the lease of Bophelo's premises in T'sakohlo in April 2019, were reclassified to loss from discontinued operations during the year ended December 31, 2022. Interest expense implicit in the lease were compounded by the fact that Bophelo did not make lease payments under the lease until the mid of 2021. The interest expense increase during the year ended December 31, 2022 consisted mainly of financing costs incurred in Akanda and RPK.

Interest income for the year ended December 31, 2022 was $886 compared to $90 for 2021 and $10,188 for 2020. This increase was related to interest received during the year 2022 as a result of experiencing increased average cash balances throughout the year.

Foreign Currency Translation

The foreign exchange gain/(loss) is recognized on the translation of the financial statements from their functional currencies to United States Dollar. The Lesotho Loti is the functional currency of Bophelo, Euro is the functional currency of Cannahealth, Holigen and RPK, Great British Pounds is the functional currency of Canmart and Canadian dollars is the functional currency of Akanda while the United States Dollar is its reporting currency. The exchange gains and losses have not been incurred on any transactions or balances held by these companies in a different currency.

Net Loss and Total Comprehensive Loss

For the years ended December 31, 2022, 2021 and 2020, respectively, the group incurred a net loss of $11,657,674, $8,131,197 and $2,300,571, respectively, and a comprehensive loss of $13,053,182, $8,021,155 and $2,149,945, respectively, which consisted primarily of consulting and professional fee expenses of $7,759,824, $1,212,422 and $702,016, respectively, personnel expenses of $6,593,527, $1,184,734, and $374,900, respectively, general and administrative expenses of $3,369,659, $170,926, and $229,743, respectively, and loss from discontinued operations of $3,422,225, $5,657,494, and $nil, respectively. The increase in losses for the year ended December 31, 2022 compared to 2021 and 2020 is due to increased expenses relating to an uptake in operational and cultivating activities during the year ended December 31, 2022, mainly as result of the build out of the shade cloth cultivation facility and other site ramp up and build out activities. Additionally, the increase in the expenses was also due to the corporate activity carried out on the Halo restructuring and Akanda's IPO, as well as the acquisition of new subsidiaries during the year ended December 31, 2022.

Off-Balance Sheet Arrangements

Akanda did not have, during the reporting period, and we do not currently have any off -balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

B. Liquidity and Capital Resources

Our The Akanda Group's principal liquidity requirements are for corporate operating expenses, working capital and capital expenditures. Historically, and prior to the Initial Public Offering, we have funded our liquidity requirements primarily through shareholder loans and cash on hand which is from the issuance of shares. We did not have, during the reporting period, and we do not currently have any contractual obligations for ongoing capital expenditures.

The following table summarizes our cash flows from operating, investing and financing activities for the years ended December 31, 2022, 2021 and 2020:

Cash used in by operating activities

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Cash Flows from Financing Activities

Share Capital and Seed Financing

During the period from July 16, 2021 (inception) through August 31, 2021, Akanda issued a total of share capital of $250,001. Shortly after the formation of Akanda on July 16, 2021, Akanda issued a total of 5,626,805 Common Shares at a price of $0.0000001 each to Louisa Mojela (1,875,602 Common Shares), Tejinder Virk (1,875,602 Common Shares) and Raj Beri (includes 937,801 Common Shares held of record at August 31, 2021 by ERB Investment Holdings, LLC and 937,801 Common Shares held of record at August 31, 2021 by S&G Holdings, Ltd. Both ERB Investment Holdings, LLC and S&G Holdings, Ltd. are wholly owned and controlled by Raj Beri).

During the period from July 16, 2021 (inception) through August 31, 2021, Akanda received a loan from Halo in the amount of $4,263 to pay certain legal expenses. This loan is repayable on demand and bears no interest.

In November 2021, the Company issued 880,000 Common Shares, at a price of $2.50 per share, to Louisa Mojela, our Executive Chairman, to settle Bophelo's indebtedness to her in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility. See " Certain Relationships and Related Party Transactions — Our Transactions with Our Executive Chairman ."

In November 2021, the Company completed the initial closing of a private placement to accredited investors of 2,126,400 Common Shares, at a purchase price of $2.50 per share, for approximately $5,316,000 in gross proceeds and on January 17, 2022, the Company completed an additional closing to accredited investors of 154,000 Common Shares at a purchase price of $2.50 per share, for approximately $385,000 (the "Private Placement"). A final closing of the offering took place on January 26, 2022 for a further subscription of 8,000 common shares at a purchase price of $2.50 per share, for $19,982 in gross proceeds.

Boustead Securities, LLC received under the Private Placement: (a) a commission equal to 7% of the gross proceeds and (b) a non-accountable expense allowance equal to 0.5% of the gross proceeds. The issuances of the above Common Shares were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering. The sale and issuance of Common Shares to investors outside the United States under the Private Placement was also in reliance upon Regulation S promulgated under the Securities Act.

Critical Accounting Policies and Significant Judgments and Estimates

Please refer to Note 4 of Akanda's audited financial statements from July 16, 2021 (inception) through August 31, 2021 included in this prospectus.

Off-Balance Sheet Arrangements

We did not have, during the reporting period, and we do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

Reporting Period from July 16, 2021 (inception) through September 30, 2021 The following table sets forth key components of Akanda's results of operations for the reporting period from July 16, 2021 (inception) through September 30, 2021.

July 16, 2021 (Inception) to

Accounting and audit fees

Directors' remuneration

Total operating expenses

Foreign exchange gains

Other comprehensive loss

Net and comprehensive loss

As a holding company, Akanda had not had any trading related operations to date, other than transactions incurred in relation to its function as a holding company for group entities. During the period ended September 30, 2021, it had incurred legal expenses of $39,474 as a result of corporate activity and transaction related legal fees in respect of the acquisition of Cannahealth Limited which was concluded on or around November 3, 2021.

Akanda incurred consulting fees of $32,904 which related to advisory fees paid to our underwriters in connection with the private placement and the offering.

Directors remuneration costs of $12,275 was incurred in relation to non-executive director fee accruals which commenced with effect from September 1, 2021.

The Company also incurred accounting and audit fees of $16,822 during the period ending September 30, 2021 in relation to the preparation and of the Company's audited financial statements.

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and 309 more changes in the filing

Business 82 changes

On November 12, 2021, Halo transferred 2,100,000 Common Shares to an unaffiliated party, 1306077B.C. LTD. (the "Halo Transferee"), which resulted in Halo owning 49.6% of our issued and outstanding Common Shares (the "Halo Transfer"). The following diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer. Assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus is sold in this offering, Halo will own approximately 43.8% of our issued and outstanding Common Shares at the closing of this offering.

Akanda Corp. was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo to reorganize its medical cannabis market focused international business assets. In September 2021, we entered into a share purchase agreement with Halo, a publicly-traded, publicly -traded , vertically integrated multinational cannabis company (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN). Pursuant to this agreement, we acquired all the issued and outstanding equity interests of Cannahealth from Halo. At the closing of the Acquisition on November 3, 2021, Cannahealth owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings, which owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. As consideration for this Acquisition, we issued 13,129,212 Common Shares to Halo at Limited, a price Republic of $1.00 per share, resulting in Malta company (" Cannahealth "), from Halo owning approximately 68.3% of all our outstanding Common Shares at (the closing of the " Cannahealth Acquisition ").

At the closing of the Cannahealth Acquisition on November 3, 2021, Cannahealth owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings, which owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly -owned subsidiaries. As consideration for this Acquisition, we issued 1,312,921 Common Shares to Halo at a price of $10.00 per share, resulting in Halo owning approximately 68.3% of all our outstanding Common Shares at the closing of the Cannahealth Acquisition.

On November 12, 2021, Halo transferred 210,000 Common Shares to an unaffiliated party, 1306077B.C. LTD. (the " Halo Transferee "), which resulted in Halo owning 49.6% of our issued and outstanding Common Shares (the " Halo Transfer ") at the time. On 14 March 2022, and pursuant to a convertible debenture agreement between Akanda and Halo, Akanda issued 164,574 Common Shares to Halo to settle the principal amount and accrued interest (at the time of conversion) of $6,582,980 owing to Halo in terms of the convertible debenture agreement.

On April 20, 2022, Akanda, Cannahealth, The Flowr Corporation (" Flowr ") and Holigen Holdings Limited (" Holigen "), a wholly -owned subsidiary of Flowr entered into a share purchase agreement (the " Holigen Agreement ") whereby Cannahealth would acquire 100% of the ordinary shares of Holigen, which is the holding company of RPK Biopharma, Unipessoal, LDA (" RPK "), a cultivator and manufacturer of medical cannabis products based in Portugal (the " Holigen Acquisition "). The Holigen Acquisition closed on April 29, 2022.

The Purchase Price for the Holigen Acquisition was comprised of (i) of $3,000,000 in cash and (ii) 190,000 Common Shares, no par value per share, of Akanda (the " Akanda Shares "). The Akanda Shares were issued pursuant to Regulation S of the Securities Act. Concurrent to the closing of the Holigen Acquisition, Akanda purchased 14,285,714 Common Shares of Flowr for an aggregate purchase price of CAD$999,999.98.

RPK's operations consist of a 20,000 square foot indoor EU GMP certified grow facility located near Sintra, Lisbon, Portugal, dedicated to the cultivation of high -THC premium cannabis as well as a large seven million square foot (180+ acre) outdoor facility located in Aljustrel. In 2020, Holigen grew more than 20 high -THC strains at the Aljustrel facility making it the largest outdoor medical cannabis grow in the EU. Combined, these facilities provide the flexibility of capacity in Portugal to produce approximately seven tonnes annually, and have consistently been harvesting with THC levels of approximately at least 25%.

Flowr entered into a lock -up agreement with Akanda, pursuant to which they agreed not to sell any Akanda Shares for a period of eleven (11) months following the closing date of the Holigen Acquisition, with limited exceptions as discussed in the Holigen Agreement. Flowr also entered into restrictive covenant agreements pursuant to which they agreed that they will not compete with the business conducted by Holigen nor solicit its employees for a period of two years following the closing date. Pursuant to the Holigen Agreement, Flowr also agreed to customary indemnifications for the benefit of Cannahealth and Akanda. Capitalized terms not defined herein shall have the meanings ascribed to them in the Holigen Agreement which is filed as Exhibit 2.1 to Akanda's Report Form 6 -K filed on April 27, 2022 and is incorporated by reference herein.

On July 15, 2022, our indirect wholly -owned subsidiary Bophelo, a Lesotho company, was placed into liquidation by the High Court of Lesotho (the " Lesotho Court ") pursuant to an unauthorized application and request (the " Liquidation Application ") that was filed by Louisa Mojela, our former Executive Chairman, who was terminated as Executive Chairman of Akanda in July 2022, and the Mophuti Matsoso Development Trust (" MMD Trust "), which we believe was established by Ms. Mojela. Mr. Chavonnes Cooper of Cape Town, South Africa, was appointed by the Lesotho Court as liquidator of Bophelo for purposes of maintaining the value of the assets owned or managed by Bophelo. We intend to seek to recover significant loans made to Bophelo to fund the execution of Bophelo's business plan, including payment of rents and staffing costs in the event that the Lesotho Court does not reverse its determination to place Bophelo in liquidation. As a result of Bophelo's liquidation, during the year ended December 31, 2022, we determined that we no longer controlled Bophelo. As a result of the loss of control, we derecognized the net assets of Bophelo and accounted for the operating results as discontinued operation.

On August 9, 2022, we entered into a cooperation agreement with Cansativa GmbH (" Cansativa Group ") to allow the Cansativa platform to supply the German market with dried flowers from Akanda's EU -GMP certified indoor grow facility in Sintra, Portugal. All pharmacies in Germany will be able to purchase these products through the Cansativa platform.

On September 13, 2022, we entered into an exclusive license agreement with international cannabis lifestyle brand Cookies. The multi -year agreement enables us to pursue the current medical and future adult -use opportunities in Europe with what we believe is one of the best -known cannabis brands and highest quality genetics in the world. Under the terms of the license agreement, Akanda gains the ability to cultivate, manufacture and distribute Cookies strains, and the rights to sell Cookies branded products, including non -cannabis merchandise, in Portugal. Akanda intends to initially produce EU GMP certified Cookies branded high THC medical cannabis products at its flagship indoor premium cultivation and manufacturing facility in Sintra, Portugal. Additionally, Akanda is able to exclusively open and operate flagship Cookies branded pharmacy outlets throughout the country. Cookies, founded in 2010 by Billboard -charting rapper and entrepreneur Berner and Bay Area breeder and cultivator Jai, offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products.

Akanda's EU GMP certified indoor grow facility in Sintra received its first purchase order in September 2022. Akanda recently entered into an agreement to deliver 1,000 kilograms of high -grade medical cannabis flower to German pharmacies through the Cansativa platform. Cansativa is the only company in Germany permitted to distribute domestically grown cannabis. Cansativa will have a right of first refusal (ROFR) to take on additional quantities that could result in the full capacity utilization of RPK's 2,000 kilograms per annum indoor production capacity. Akanda is targeting a leading 10% market share position of German medical cannabis imports, with room for additional expansion and growth. Germany has imported medical cannabis from numerous countries, with Portugal becoming an increasingly larger player gaining ground on Canada, the leader in this space. Holigen is one of few publicly traded companies that is a Europe -based cultivator, manufacturer and distributor of EU GMP certified medical cannabis. Holigen hosts a one -of-a-kind 20,000 square foot indoor cultivation site in Sintra dedicated to the cultivation of high THC premium cannabis as well as a 600,000 sqaure foot outdoor facility located two hours south in Aljustrel.

On November 30, 2022, our former Chief Executive Officer, Tejinder Virk was placed on a paid leave of absence due to an internal investigation into Mr. Virk's conduct as our Chief Executive Officer and as a director of Canmart. In February 2023, Mr. Virk notified us of his resignation as our Chief Executive Officer. Mr. Virk's resignation was a result of disagreement with us regarding contractual obligations owed pursuant to the Service Agreement between Mr. Virk, Halo Labs Inc., as guarantor, and Canmart Limited. According to Mr. Virk, the Company and Canmart committed a breach of the Service Agreement by failing to pay him monies and benefits owed following his placement on a paid leave of absence in November 2022. On February 13, 2023, we notified Mr. Virk that he has was summarily dismissed. On May 12, 2023, Mr. Virk issued a claim for detriment and dismissal for alleged protected disclosures totaling £1,630,302.22. The claim has been denied in it's entirely. As of December 28, 2023, the list of issues to be agreed upon are outstanding and pending further discovery.

On March 9, 2023, we implemented a 1 -for-10 reverse stock split of our Common Shares. Every 10 shares of our issued and outstanding Common Shares were automatically converted into one issued and outstanding common share. No fractional shares were issued as a result of the reverse stock split. Instead, any fractional shares that resulted from the split were rounded down to the next whole number. The reverse stock split affected all shareholders uniformly and did not alter any shareholder's percentage interest in the Company's outstanding Common Shares, except for adjustments that resulted from the treatment of fractional shares.

In July 2022, our former Executive Chairman, Louisa Mojela was summarily terminated as Chairman of Bophelo for Cause, as a "bad leaver". In the event that the Lesotho Court does not reverse its determination to place Bophelo in liquidation, we plan to seek to recover significant loans that we have made to Bophelo to fund the execution of Bophelo's business plan, including payment of rents and staffing costs. On October 20, 2022 Ms. Mojela filed a claim against Canmart and Akanda for wrongful termination of her Service Agreement. Ms. Mojela sought £1,832,150.62 plus further administrative and legal fees. The Company denied her claim and lodged a counterclaim lodged for losses caused by Ms. Mojela including a loan of US $6,849,935.69 Akanda advanced to Bophelo. As at December 31, 2023, Ms. Mojela's entire application failed. At the Consequentials hearing on January 15, 2024 Canmart and Akanda were awarded £60,000 in legal costs. Ms. Mojela is pursuing an appeal.

On September 20, 2023, the Company announced the signing of an option to develop Canadian THC and CBD farming facility. The Company and 1107385 B.C. LTD, have agreed upon terms to purchase farming land and related operations and licenses, pursuant to which, the key deal terms are as follows:

• Akanda will issue a non -refundable payment equal to One Million Eight Hundred Thousand United States Dollars (USD1,800,000) and if paid in Common Shares of Akanda will be based on formula to calculate the per share price as set forth in the agreement. The initial payment will be broken up into the First Option Payment, the Second Option Payment and the Third Option Payment, upon signing, 15 days after signing, 30 days after signing respectively.

• This buys Akanda the right to develop the property for two years. The Company plans during this time period to develop Tetrahydrocannabinol (THC) and CBD facilities at this site. Additional payments will be made based upon milestones achieved from the development. Additional milestones include THC cultivation, sales of product, CBD cultivation, and Hemp cultivation. This is similar to a mining agreement where operators buy the right to mine a site. In this case the Company has purchased the right to develop the farming land.

On January 4, 2024, the Company announced that it received an extension of 180 calendar days from The Nasdaq Stock Market LLC to regain compliance with the Nasdaq's minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, following the expiration of the initial 180 calendar days period to regain compliance on January 2, 2024.

On February 1, 2024, the Company entered into a securities purchase agreement with an institutional investor in connection with the issuance and sale by the Company in a registered direct offering at market price in accordance with Nasdaq rules of 280,851 of the Company's Common Shares, at a purchase price of $0.406 per share, and pre -funded warrants to purchase 1,462,991 Common Shares at a purchase price of each pre -funded warrant equal to the price at which one Common Share was sold in the offering, minus $0.0001, and the exercise price of each pre -funded warrant is $0.0001 per share, pursuant to the Company's effective shelf registration statement on Form F -3 (File No. 333 -276577 ) and a related base prospectus, together with the related prospectus supplement dated as of February 2, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants are immediately exercisable and may be exercised at any time until all of the pre -funded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the pre -funded warrant. The gross proceeds from the offering were approximately $708,000 before deducting the financial advisor's fees and other estimated expenses relating to the offering. The closing of the offering occurred on February 2, 2024.

Our principal executive offices and mailing address are located at 1a, 1b Learoyd Road New Romney TN28 8XU, United Kingdom, and our telephone number is +44 (203) 488 -9514 .

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov . You can also find information on our website akandacorp.com . The information contained on our website is not a part of this annual report.

includes 880,000 Common Shares issued to our Executive Chairman to settle the Bridge Loan Facility Our Business We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality medical cannabis products to patients worldwide. We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date. Following the completion of the Acquisition, Canmart and Bophelo became RPK are our indirect wholly-owned operating and wholly -owned subsidiaries. We expect to expand their local operations and develop sales channels of our medicinal-grade medicinal -grade cannabis products and cannabis based medical and wellness products in international markets and in particular, in Africa and Europe.

Our indirect wholly -owned subsidiary Canmart, a company incorporated under the laws of England and Wales, is a licensed importer and distributor of CBPMs in the United Kingdom (UK). Canmart holds a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the UK. This license expired on February 3, 2022 and needs to be renewed annually. We applied for the license renewal in January 2022, coinciding with an application to increase import capabilities to Schedule 1 (bulk product) and we are currently awaiting a response from the UK Home Office. We have decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Until such time that the renewal application is approved by the UK Home Office, Canmart can continue with its day to day business under the conditions of its existing license. Canmart continues to receive new import licenses issued by the UK Home Office for every specific shipment of CBPMs and Canmart has thus far successfully imported over 100kgs of product for distribution in the UK. Canmart holds both a Manufacturer's Specials License for importation of CBPMs and a Wholesale Distribution Authorization from the Medicines and Healthcare Products Regulatory Agency.

Canmart commenced importing and distributing CBPMs in 2020. Under the current controlled drugs regulatory regime, Canmart is only able to supply to dispensing pharmacists and other wholesale distributors, tied in with prescribing and clinic partners. However, Canmart's has reduced its plan for Canmart -owned and operated clinics and pharmacies to instead provide third party and specialist import and distribution services for Schedule 2 products including CBPM's. Canmart continues to work further with premium product suppliers to bring safe, effective and required products to market that patients demand, and working with existing and new clinical cannabis operations in the UK to provide third party products.

Our direct wholly -owned subsidiary Cannahealth, a Republic of Malta company, is a holding company of all the ownership interests in Canmart and Holigen. Cannahealth does not engage in any operations.

Holigen Holdings Limited

In May 2022, our wholly owned subsidiary, Cannahealth, acquired 100% of the ordinary shares of Holigen and its wholly -owned operating subsidiary, RPK Biopharma Unipessoal, LDA from the Flowr Corporation. Through its operations in RPK, Holigen is a producer of premium EU GMP grade indoor grown cannabis flower. The acquisition of Holigen enabled us to produce EU GMP grade cannabis flower for the European market, in particular Germany and the UK.

RPK Biopharma Unipessoal, LDA

RPK Biopharma Unipessoal, LDA's operations consist of a 20,000 square foot indoor EU GMP certified grow facility located near Sintra, Lisbon, Portugal, dedicated to the cultivation of high -tetrahydrocannabinol (THC) premium cannabis and yielding over 2,000 kg of flower per year. This outdoor and greenhouse expansion site in Portugal affords scaliable cultivation as well as a 600,000 square foot outdoor facility located in Aljustrel, Portugal. RPK currently sells over 25 percent high THC flower into Germany, the largest medical cannabis market in Europe as well as selling into the United Kingdom generating revenues and ready to scale. RPK also features a genetics and retail partnership with Cookies, one of the world's top cannabis brands and genetics have already been received at our Portuguese facility and ready to cultivate. In addition, we believe the Sintra facility is the only commercial scale premium indoor EU GMP certified and licensed grow in Portugal. RPK generates revenue through a German company's offtake agreement of its clean testing non -irradiated quality flower. The facility has a purpose -built design, with all unnecessary equipment residing outside of the rooms to reduce contamination risk and self -contained modular grow rooms result in better environmental control. There is no irradiation required and we believe less than 10% of licensed producer's have this ability. RPK's other business lines include contract manufacturing services and distribution services. RPK has a senior bank lender with a mortgage secured by the facility and an equipment leasing agreement. The Company is currently in discussions with the bank to obtain more time to restructure and bring current these agreements.

On January 21, 2024, the Company entered into an amended non -binding letter of intent with Somai Pharmaceuticals Ltd. for the sale of RPK (the "LOI"). The term of the LOI was extended through March 31, 2024, and the purchase price therein was amended to an aggregate of $2,000,000 from $2,700,000, which include up to approximately $4,000,000 Euros of RPK's liabilities. In addition, a deposit of $500,000 was placed in an escrow account with the remainder of the balance due upon successful completion of said the proposed transaction. The precise terms of the proposed transaction will be negotiated and contained in a definitive agreement. The closing of the proposed transaction will be subject to customary due diligence, representations and warranties, covenants, indemnities and closing conditions. There can be no assurance or guarantee that the proposed transaction will be consummated, or upon the terms and conditions currently outlined in the LOI.

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Our indirect wholly-owned subsidiary Bophelo, a Lesotho company, is focused on the cultivation of cannabis, the production of medical cannabis products including dried flower, oils, and other concentrates and the supply of such medical cannabis products to wholesalers in international markets. Its operations are based in the Kingdom of Lesotho in the Mafeteng Region of Southern Africa. Bophelo holds an operational license issued in the Kingdom of Lesotho for the production and export of medicinal cannabis products. On July 27, 2018, the Ministry of Health in the Kingdom of Lesotho issued a prohibited drug operator license to Bophelo. This license allows for activities including cultivating, manufacturing, supplying, holding, importing, exporting and transporting cannabis and cannabis resin. This license will remain effective for 8 years, with an option for further renewal.

Bophelo commenced operations including establishing sites and first phase construction and starting site preparation activities in 2018. Bophelo's cultivation facility in the Kingdom of Lesotho is licensed to cultivate cannabis over an initial 5 hectare canopy area, with conditional approval from local authorities to extend its cultivation area up to 200 hectares in total. At present, the company is cultivating cannabis in hoop houses over a 0.3 hectare area and is in the process of expanding it by a further 1.5 to 2 hectares by constructing a separate shade cloth cultivation area. We obtained a GACP certification for our cultivation facility in 2021. During 2019 and 2020, Bophelo did not generate any revenue from a commercial harvest, although it completed a number of successful harvests for non-commercial purposes. These non-commercial harvests were conducted with the objective of optimizing strain selection and understanding local growing conditions so that further harvests can be optimized. Bophelo conducted its first sale of high-grade flower in a small amount to a local buyer in March 2021. It has entered into distribution agreements with European based distributors. See a discussion of these agreements under "— Business Partnerships " below.

Bophelo currently only produces and sells cannabis biomass. We aim to commence exporting medical cannabis biomass to Europe in 2022. From 2023 and beyond, we plan to expand our product offering to include cannabis oils and extracts, and ultimately, to produce consumer branded cannabis products for discerning patients.

Seasonality of Bophelo's Cannabis Harvest

Through its operators' license in the Kingdom of Lesotho, Bophelo is able to cultivate cannabis on or up to 50,000 square meters (5 hectares) of greenhouses (indoor). Since obtaining its license, Bophelo has undertaken several cultivation cycles at the company's premises in the Kingdom of Lesotho with a view to optimizing strain selection and cultivation methodologies. All expenditures incurred to date in relation to this undertaking have been expensed in the company's financial statements. Depending on the manner of cultivation undertaken by the company (outdoor, greenhouse or indoor methods), Bophelo may experience seasonality in its cannabis harvests. Typically, the cannabis cultivation season in the Kingdom of Lesotho would begin (subject to weather conditions which may be unpredictable) in September of each year and end in May of the following year.

Our indirect wholly-owned subsidiary Canmart, a company incorporated under the laws of England and Wales, is a licensed importer and distributor of CBPMs in the United Kingdom. Canmart holds a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the United Kingdom.

This license is due to expire on February 3, 2022 and needs to be reapplied for on a yearly basis. Canmart is required to apply for an import license issued by the Home Office for every specific shipment of CBPMs and Canmart has thus far successfully been granted such import licenses. Canmart holds both a Manufacturer's Specials License for importation of CBPMs and a Wholesale Distribution Authorization from the Medicines and Healthcare Products Regulatory Agency.

Canmart commenced importing and distributing CBPMs in 2020. Under the current controlled drugs regulatory regime, Canmart is only able to supply to dispensing pharmacists, clinics and other wholesale distributors. However, Canmart's intention is to establish direct sales channels to patients through Canmart owned and operated clinics and pharmacies. Canmart's strategy is to grow the medical cannabis market by identifying patients with specific conditions and needs and providing easy to access education and consultations to patients about medical benefits of CBPMs based on observational clinical studies from international studies. We believe this direct sales model can enable Canmart to expand its market share effectively and efficiently.

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