Akanda: securities offering

Cover page 98 changes

As filed with the Securities and Exchange Commission on September 20, 2024 18, 2025

Registration No. 333-281945 333-

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Ontario, Canada 2833 Not Applicable

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(Primary Standard Industrial

New Romney TN28 8XU , United Kingdom

Tel: +44 (203) 488-9514

incorporation or organization) (Primary Standard Industrial

Classification Code Number) (I.R.S. Employer

c/o Gowling WLG (Canada) LLP

100 King St. W , Suite 1600

Toronto , ON M5X 1G5 , Canada

Tel: +1 (416) 862-7525

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East Tower, 15 th Floor

Uniondale, New York 11576

Ruskin Moscou Faltischek, PC

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Approximate date of commencement

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective

Indicate by amendment filed pursuant to Rule 462(d) under the Securities Act, check mark whether the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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If an emerging growth company that

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

of the Securities Act. ☐

The Registrant hereby amends

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

† The term " new or revised financial accounting standard "

† The term " new or revised financial accounting standard " refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this preliminary prospectus

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offer, solicitation, or sale is not permitted.

Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offer, solicitation, or sale is not permitted.

SUBJECT TO COMPLETION DATED SEPTEMBER 20, 2024 18, 2025

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1,271,186 Common Shares

1,271,186 Pre-Funded Warrants to Purchase 1,271,186 Common Shares

1,271,186 Common Shares Underlying the Pre-Funded Warrants

We are offering 1,271,186 Common Shares, no par value (the " Common Shares ") at an assumed public offering price of $1.18 (equal to the last sale price of our Common Shares as reported by The Nasdaq Capital Market on September 18, 2024) for gross proceeds of $1,500,000.

We are also offering pre -funded warrants consisting of one pre -funded warrant to purchase one Common Share, 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.

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.

Public offering price

Underwriter discounts and commissions (1)

Proceeds to us (before expenses)

(1) Please refer to " Underwriting " beginning on page 88 of this prospectus for additional information regarding underwriter discounts and commissions.

The underwriter expects to deliver the securities to purchasers in the offering on or about , 2024, subject to customary closing conditions.

Univest Securities, LLC

Issuance of up to 18,761,062 Common Shares

This prospectus relates to the resale, from time

to time of up to an aggregate of 18,761,062 common shares, no par value, of Akanda Corp. (" Common Shares "), by the selling stockholders named elsewhere in this prospectus (" Selling Stockholders "). The Selling Stockholders may receive the Common Shares included in this prospectus upon the conversion of principal and interest under outstanding convertible promissory notes of the Company in the aggregate principal amount of $12,000,000 held by such Selling Stockholders. The 18,761,062 Common Shares is calculated based upon the floor price of $0.678 per share as set forth in the convertible promissory notes. The Company is registering 18,761,062

Common Shares, which is the maximum amount of Common Shares that can be issued upon conversion of $12,000,000 of principal, plus interest, under the convertible promissory notes. See the section entitled, "Selling Stockholders" for additional information regarding the Selling Stockholders and the section entitled "Prospectus Summary–Other Recent Developments–Convertible Note Transaction"

for additional information regarding the convertible promissory notes.

The Selling Stockholders may sell the Common Shares

at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker's transactions, privately negotiated transactions or through sales to one or more dealers for resale. We will not realize any proceeds from sales by the Selling Stockholders.

All costs incurred in the registration of the Common Shares are being borne by the Company.

We have one class of Common Shares. Each Common Share is entitled to one vote. Our Common Shares are quoted listed on The Nasdaq Capital Market under the symbol "AKAN". The last sale price of our Common Share as reported by the Nasdaq Capital Market on September 18, 2024 17, 2025 was $1.18.

$3.48. None of our Class A Special Shares nor the Class B Special Shares if any when issued, are or will be listed on a national securities exchange or interdealer quotation system.

We are organized under the laws

We are organized under the laws of the Province of Ontario, Canada and are an "emerging growth company" and a "foreign private issuer" as defined under applicable United States federal securities laws, and are eligible for reduced public company reporting requirements. See " Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer ."

Summary - Implications of Being an Emerging Growth Company and a Foreign Private Issuer ."

We are not considered a

We are not considered a "controlled company" under The Nasdaq Stock Market ("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.

As a foreign private issuer, we

As a foreign private issuer, we have the option to follow certain Canadian corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such practices 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 instead held 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). In addition, The Company has elected to follow home country practice in lieu of the of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale, issuance, and potential issuance of its Common Shares (or securities convertible into or exercisable for its Common Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company's common shares or voting power outstanding before the issuance. We may in the future elect to follow additional home country practices in Canada instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters. See " Risk Factors - Risks Related to Our Common Shares ."

Investing in our securities

Investing in our securities is highly speculative and involves a high degree of risk. See " Risk Factors " beginning on page 11 15 for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024 2025

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UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

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SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

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You should rely only on the information contained in this prospectus.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither We nor the underwriter have not authorized anyone to provide you with information that is different, and neither we nor the underwriter do not 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.

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 is accurate only as of the date on its cover, regardless of the time of delivery of this 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.

Before you invest in our securities,

Before you invest in our securities, you should read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which this prospectus forms a part.

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and 18 more changes in the filing

Forward-looking statements 15 changes

Various statements contained in

Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward -looking forward-looking statements. These forward -looking forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward -looking forward-looking statements by terms such as "may", "might", "will", "should", "believe", "expect", "could", "would", "intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty of future events or outcomes. You can also identify forward -looking forward-looking statements by discussions of strategy, plans or intentions. We have based these forward -looking forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward -looking forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this prospectus under the headings " Risk Factors ", " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Business ", may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward -looking forward-looking statements in this prospectus, including among other things:

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● the successful integration of First Towers into our business, and growth of that business;

● unpredictable events such as the COVID -19 outbreak, and associated business disruptions;

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● risks inherent in an agricultural business and in the other businesses in which we operate;

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• the success of our continuing research and development efforts;

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• risks related to our international operations in Europe;

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● our ability to maintain the listing of our securities on The Nasdaq Capital Market; 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.

These and other factors are more

These and other factors are more fully discussed in the " Risk Factors ", " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Business " sections and elsewhere in this prospectus. These risks could cause actual results to differ materially from those implied by the forward -looking statements contained in this prospectus.

These risks could cause actual results to differ materially from those implied by the forward-looking statements contained in this prospectus.

Given the foregoing risks and uncertainties,

Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward -looking forward-looking statements in this prospectus. The forward -looking forward-looking statements contained in this prospectus are not guarantees of future performance, and our actual results of operations and financial condition may differ materially from such forward -looking forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward -looking forward-looking statements in this prospectus, they may not be predictive of results or developments in future periods.

All forward-looking statements

All forward -looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Any forward -looking forward-looking statement that we make in this prospectus speaks only as of the date of this prospectus. Except as required by applicable law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward -looking forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise, after the date of this prospectus.

Prospectus summary 207 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. 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 the United Kingdom.

Our indirect wholly -owned subsidiary Canmart Ltd., a company incorporated under the laws of England and Wales, is a licensed importer and distributor of cannabis -based products for medicinal use in humans, or 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 (Schedule 2). This license was renewed on May 24, 2024, and we expect to apply for renewal in January 2025 as the license needs to be renewed annually. Canmart additionally filed an application to increase import capabilities to Schedule 1 (bulk product); however, we decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Canmart can continue with its day to day business under the conditions of its existing license for Schedule 2 that was renewed on May 24, 2024. 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 100 kgs of product for distribution in the UK. Canmart continues to import product regularly from various distributors and stores all product at its warehouse, which it anticipates expanding in the near future to accommodate Canmart's planned market expansion. 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 has product in stock and is regularly making sales. This year, Canmart has so far sold over 125 kg of product.

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 has shifted its plan from Canmart -owned and operated clinics and pharmacies to instead providing third party and specialist import and distribution services for Schedule 2 products including CBPMs. Canmart continues to work further with premium product suppliers to bring safe, effective and required products to market that patients demand, and works with existing and new clinical cannabis operations in the UK to provide third party products.

1900 Ferne Road, Gabriola Island, British Columbia

On September 19, 2023, Akanda entered an option to purchase agreement for Canadian farming property in British Columbia, including related operations and licenses, from 1107385 B.C. LTD. On September 22, 2023, Akanda entered an amended and restated purchase agreement with 1107385 B.C. LTD for the property. We plan to develop THC and CBD facilities at this site. We agreed to issue a non -refundable payment equal to $1,800,000, broken up into three payments, and if paid in our Common Shares will be based on a formula to calculate the per share price as set forth in the agreement. On September 22, 2023, we paid the first payment by issuing 21,997 Common Shares. On April 4, 2024, we paid the second payment of $600,000 and the third payment of $600,000. 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. On September 5, 2024, Health Canada approved a hemp license for Akanda's subsidiary, 1468243 B.C. LTD, which triggered another milestone. As a result, Akanda was required to pay an additional $750,000 to the seller within ten business days of the milestone event and made the payment on September 16, 2024. To date, we have not yet cultivated any product from this land.

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 Limited (" Holigen "). Cannahealth does not engage in any operations.

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 (" RPK ") from the Flowr Corporation. Through its operations in RPK, Holigen was 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.

On April 1, 2024, we completed the sale of RPK to Somai Pharmaceuticals Ltd. (" Somai "). See "— Recent Developments — Sale of RPK" below.

Bophelo Bio Science and Wellness (Pty) Ltd

Our indirect wholly -owned subsidiary Bophelo Bio Science and Wellness (Pty) Ltd (" Bophelo "), a Lesotho company, was 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, Bophelo has since ceased operations and we derecognized its assets and have determined that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our inquiry into the liquidation confirms that the process is complete.

International Cannabis Market

We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $66.7 billion by 2032, according to IMARC (2023). 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 site at 1900 Ferne Road, Gabriola Island, British Columbia 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 cannabis supplied at a competitive price.

We also intend to address the growing market demand for medical cannabis -based products in the United Kingdom of which, according to Prohibition Partners, by the end of 2024, approximately 63,000 patients are forecasted to be using medical cannabis in the UK, generating an estimated €240 million in sales.

Regulatory and Competitive Landscape

In the United Kingdom, the importation and supply of medical cannabis products is lawful when undertaken in terms of a relevant license issued by the United Kingdom Home Office. Canmart holds such a license issued by the United Kingdom Home Office and competes with a number of companies that import medical cannabis products into the United Kingdom for distribution to patients in the domestic market. Our licenses are subject to annual renewal fee requirements with the Home Office, which could also possibly require ad -hoc inspections of our distribution premises in the United Kingdom.

Under Canadian law, the use of cannabis for medical purposes is admissible, provided the necessary requirements of Canadian Federal law are complied with and the mandatory licenses are obtained by Health Canada. The Canadian legal framework is set forth under the Cannabis Act, SC 2018, c. 16, of October 17, 2018 and its accompanying regulations which build off the 2001 medicinal program administered by Health Canada and establish a modern cannabis control framework to strictly control the production, distribution, sale, and possession of cannabis across the country.

While there are no assurances that our operating licenses will be renewed on an annual basis, we are not aware of any current circumstances that could result in a non -renewal of our license, which was last renewed on May 24, 2024.

Our Competitive Strengths

We believe that the following competitive strengths can contribute to our success and differentiate us from our competitors:

• First Mover Advantage in UK. Canmart is one of the early importers of CPBMs into the United Kingdom. We believe that our knowledge of licensing and regulatory frameworks in the United Kingdom positions us well for future market expansion.

• Reliable Regulatory Farming Location. Our cannabis farming operations are located in a country with two decades of established and reliable cannabis regulations. Canada has an established medical program since 2001 and has subsequently legalized recreational cannabis in 2018 at the Federal level, making it the second country to do so.

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

Our Growth Strategies

We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $66.7 billion by 2032, according to IMARC (2023). 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 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 capabilities and experience 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 descheduling 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 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.

• BC Farm Operations . Obtain licenses for THC cultivation, CBD cultivation, and hemp cultivation.

Legal Entity Structure

Corporate Information

Akanda Corp. was incorporated in the Province of Ontario, Canada on July 16, 2021 under the Business Corporations Act (Ontario). Our principal executive offices and mailing address are located at 1a, 1b Learoyd Road, New Romney, TN28 8XU, the United Kingdom, and our telephone number is +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.

Summary of Risks Related to Our Business and Industry

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 of this prospectus. You should read and carefully consider these risks and all of the other information in this prospectus, including our 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:

• our limited operating history;

• unpredictable events, such as the COVID -19 outbreak, and associated business disruptions;

• changes in cannabis laws, regulations and guidelines;

• decrease in demand for cannabis and cannabis -derived products;

• exposure to product liability claims and actions;

• damage to our reputation due to negative publicity;

• risks associated with product recalls;

• the viability of our product offerings;

• our ability to attract and retain skilled personnel;

• maintenance of effective quality control systems;

• regulatory compliance risks;

• risks inherent in an agricultural business;

• increased competition in the markets in which we operate and intend to operate;

• the success of our continuing research and development efforts;

• risks associated with expansion into new jurisdictions;

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

• our ability to obtain and maintain adequate insurance coverage;

• our ability to identify and integrate strategic acquisitions, investments and partnerships and to manage our growth;

• our ability to raise capital and the availability of future financing;

• emerging market risks;

• global economy risks; and

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

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company" under the Jumpstart Our Business Act of 2012, as amended, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include an exemption from the auditor attestation requirement under Section 404 of the Sarbanes Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have a total gross revenue of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the proceeding three -year period, issued more the US$1.0 billion in non -convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act, which could occur if the market value of our common shares that are held by non -affiliates exceeds US $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

We are a "foreign private issuer", as such term is defined in Rule 405 under the Securities Act, and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we do not file the same reports that a U.S. domestic issuer files with the SEC, although we are required to file with or furnish to the SEC any disclosure documents that we are required to file in Canada under Canadian securities laws, if applicable. In addition, our officers, directors, and principal shareholders are exempt from the reporting and "short swing" profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares.

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non -public information. While we comply with the corresponding requirements relating to proxy statements and disclosure of material non -public information under Canadian securities laws, if and when applicable, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, we have more time than U.S. domestic companies after the end of each fiscal year to file our annual report with the SEC and are not required under the Exchange Act to file quarterly reports with the SEC.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such practices 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. We may in the future elect to follow home country practices in Canada as with regard to certain corporate governance matters.

In accordance with the laws in the Province of Ontario, Canada, we did not hold our annual shareholders meeting in fiscal year 2023 by the requisite date and instead held 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). In addition, the Company has elected to follow home country practice in lieu of the of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale, issuance, and potential issuance of its Common Shares (or securities convertible into or exercisable for its Common Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company's common shares or voting power outstanding before the issuance.

As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

Recent Developments — Sale of RPK

Recent Developments — Registered Direct Offerings

On February 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering (the " February Offering ") at market price in accordance with Nasdaq rules of 7,021 Common Shares at a purchase price of $16.24 per share, and pre -funded warrants to purchase 36,575 Common Shares at a purchase price of $16.236 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 were immediately exercisable and have since been exercised in full in accordance with their terms. The closing of the February Offering occurred on February 2, 2024. The gross proceeds from the February Offering were approximately $708,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering.

On March 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering (the " March 1 st Offering ") of 9,197 Common Shares at a purchase price of $8.2176 per share, and pre -funded warrants to purchase 9,049 Common Shares at a purchase price of $8.2136 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 March 1, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately and have since been exercised in full in accordance with their terms. The closing of the March 1 st Offering occurred on March 4, 2024. The gross proceeds from the March 1 st Offering were approximately $150,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering.

On March 4, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering (the " March 4 th Offering ") of 9,197 Common Shares at a purchase price of $6.7488 per share, and pre -funded warrants to purchase 9,325 Common Shares at a purchase price of $6.7448 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 March 4, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately exercisable and have since been exercised in full in accordance with their terms. The closing of the March 4 th Offering occurred on March 5, 2024. The gross proceeds from the March 4 th Offering were approximately $125,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering.

On May 17, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering (the " May 17 th Offering ") of 62,285 of the Company's Common Shares at a purchase price of $4.124 per share, and pre -funded warrants to purchase 543,923 Common Shares at a purchase price of each pre -funded warrant equal to the price at which one Common Share is sold in the offering, minus $0.004, and the exercise price of each pre -funded warrant is $0.004 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 May 17, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately exercisable and have since been exercised in full in accordance with their terms. Univest Securities, LLC acted as financial advisor in connection with the offering, and in consideration therefor the Company paid Univest a total cash fee of four percent of the gross proceeds or $100,000. The Company also reimbursed Univest for out -of-pocket expenses. The gross proceeds from the May 17 th Offering were approximately $2,500,000 before deducting Univest's fees and other estimated expenses relating to the May 17 th Offering. The closing of the offering occurred on May 17, 2024.

Also on May 17, 2024, the Company entered into an additional Purchase Agreement with an accredited investor in connection with the issuance and sale by the Company in a subsequent registered direct offering of 62,285 Common Shares, at a purchase price of $4.124 per Offered Share, and 301,440 Pre -Funded Warrants, 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 May 20, 2024, filed with the Securities and Exchange Commission. The Pre -Funded Warrants are immediately exercisable and have been since exercised in full in accordance with their terms. Univest acted as financial advisor in connection with the offering, and in consideration therefor the Company paid Univest a total cash fee of four percent of the gross proceeds or $60,000. The Company also reimbursed Univest for out -of-pocket expenses. The gross proceeds from the offering were approximately $1,500,000 before deducting Univest's fees and other estimated expenses relating to the offering. The closing of the offering occurred on May 20, 2024.

Recent Developments — Underwritten Public Offering

On March 26, 2024, the Company entered into an underwriting agreement with Univest Securities, LLC as the underwriter in connection with the issuance and sale by the Company in an underwritten public offering of 77,186 Common Shares at a purchase price of $4.868 per share, and pre -funded warrants to purchase 949,930 Common Shares at a purchase price of $4.864 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 per share, pursuant to the Company's effective registration statement on Form F -1 (File No. 333 -277182 ) and a related preliminary prospectus, together with the related final prospectus dated as of March 26, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately exercisable and have since been exercised in accordance with their terms. The closing of the issuance of the Common Shares and pre -funded warrants occurred on March 27, 2024. The gross proceeds from the offering were approximately $5,000,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering.

Recent Developments — Shareholder Meeting and Reverse Stock Split

On March 22, 2024, the Company held its 2023 annual shareholder meeting and a special meeting of shareholders. The shareholders of the Company approved the following proposals, amongst others:

• a new 30% evergreen 2024 Equity Incentive Plan, which was adopted by the board of directors on February 26, 2024.

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1,271,186 Common Shares, based on the sale of our Common Shares at an assumed public offering price of $1.18 per Common Share, which is equal to the latest reported sale price of our Common Share on The Nasdaq Capital Market on September 18, 2024.

We are also offering pre -funded warrants, consisting of one pre -funded warrant to purchase one Common Share, 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. This offering also relates to the Common Shares 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.

2,594,686 Common Shares.

4,094,686 Common Shares (1) .

We estimate that the net proceeds to us from this offering will be approximately $1,240,000, assuming an assumed public offering price of $1.18 per Common Share, after deducting the underwriter discounts and commissions and estimated offering expenses payable by us. We intend to use these proceeds 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. See the " Use of Proceeds " and " Certain Relationships and Related Party Transactions " sections of this prospectus.

Our Company, our directors and executive officers 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 ninety days from the date of closing of this Offering, subject to certain exceptions. See " Underwriting " for more information.

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

18,761,062 Common Shares, which

is the maximum number of shares that the Selling Stockholders may receive pursuant to the conversion of principal and interest under certain convertible promissory notes of the Company purchased by them on September 12, 2025, in the aggregate principal amount of $12,000,000. (1) See the section entitled, " Selling Stockholders " for additional information regarding the Selling Stockholders.

Common Shares Outstanding Immediately prior to this the September Offering

728,289 Common Shares, as of September 17, 2025 (2) .

Common Shares to be Outstanding Immediately after this the September Offering

19,489,351 Common Shares, assuming (i)

the conversion of the September Notes by the Selling Stockholders into Common Shares, plus all accumulated interest until their respective maturity dates, using the floor price of $0.678 per share, assuming that the September Notes remain outstanding until their respective maturity dates and that the interest is paid in Common Shares, and (ii) no other Common Shares are issued by the Company. If the Selling Stockholders do not fully convert the September Notes, or if any such conversions occur prior to the maturity dates thereof, the Company would have less Common Shares outstanding after the September Offering. Furthermore, if the Selling Stockholders fully convert the September Notes at a conversion price higher than the floor price of $0.678 per share, the Company will issue less than the 18,761,062 shares being registered hereby. (2).

We will not receive any proceeds from the resale of Common Shares included in this prospectus by the Selling Stockholders. The Selling Stockholders will receive all of the net proceeds from their respective sales of the Common Shares in this offering. See the " Use of Proceeds " section of this prospectus.

Our Common Shares are listed on The Nasdaq Capital Market under the symbol "AKAN."

Nasdaq Capital Market under the symbol "AKAN." There is no established trading market for the Company's Class A Special Common Shares or the Class B Special Common Shares expected to be issued by the Company, all of which (subject to certain limited exceptions) vote with, or will vote with upon issuance, the Common Shares. We do not intend to list the Class A Special Common Shares or the Class B Special Common Shares on The Nasdaq Capital Market or any other national securities exchange or any other nationally recognized trading system.

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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 15, and all other information contained in this prospectus, before deciding to invest in our securities.

18,761,062 Common Shares is calculated based upon the floor price of $0.678 per share as set forth in the convertible promissory notes.

The Company is registering 18,761,062 Common Shares, which is the maximum amount of Common Shares that can be issued upon conversion of $12,000,000 of principal and interest under the convertible promissory notes.

(2) Does not include:

144,930 Common Shares underlying issued and outstanding Class A Special Shares, which vote as a single class with the Common Shares.

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;

an aggregate of 4,775,972 Common Shares underlying the Class B Special Shares, which we are seeking shareholder approval to issue pursuant to the terms of the First Towers Acquisition, and which, when and if issued, will vote as a single class with the Common Shares and the Class A Special Shares; and ● Common Shares underlying the convertible senior promissory notes we issued pursuant to the terms of the First Towers Acquisition, that may be issued upon conversion thereof from time to time in accordance with the provisions of such senior convertible notes.

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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.

(1) The number of Common Shares to be outstanding immediately after this offering is based on 2,594,686 Common Shares as of September 18, 2024. Unless otherwise indicated, all information in this Prospectus:

• Assumes a public offering price of $1.18 per share.

• The total number of Common Shares of 3,865,872 includes:

(i) 1,271,186 — Common Shares from the proposed Offering;

(ii) 2,594,686 — Current issued and outstanding Common Shares.

• The total number of Common Shares of 3,865,872 excludes:

(i) 1,271,186 Common Shares issuable upon exercise of the pre -funded warrants issued as part of this offering.

(ii) 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.

An investment in our securities

An investment in our securities is highly speculative and involves a high degree of risk. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. You should carefully consider the factors described below, together with all of the other information contained in this prospectus, including our financial statements, and the related notes included in this prospectus, before deciding whether to invest in our securities. These risk factors are not presented in the order of importance or probability of occurrence. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected. In that event, the market price of our securities could decline, and you could lose part or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward -looking statements. Please refer to the section entitled "Cautionary Note Regarding Forward -Looking Statements."

In that event, the market price of our securities could decline, and you could lose part or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to our Business and Industry Financial Condition

We should be considered an early-stage company

We are an early-stage company with limited operating history and may never become profitable.

Akanda was only recently incorporated to be a holding

Akanda was recently incorporated to be a holding company, Each of our with operating subsidiaries has a very having limited operating history histories and has generated generating minimal revenue. Bophelo was formed and commenced operations in 2018 and was primarily engaged in construction and preparation activities Since its inception. Bophelo made only one sale of cannabis flower to a local buyer in April 2022 and generated sales revenue of $31,123 then, we have discontinued, or are in the twelve -month period ended December 31, 2022. During the year ended December 31, 2022, Bophelo ceased process of discontinuing, our European operations and we derecognized its assets and have since determined that it is no longer a significant subsidiary. while we will continue are seeking to report about Bophelo, until such time as launch our inquiry into the liquidation confirms that the process is complete. Canmart was formed in 2018 hemp and commenced operations in 2020. Canmart generated sales revenue of approximately $423,683 THC/CBD farming facility in the twelve -month period ended December 31, 2023 (2022 — $101,778). During the year ended December 31, 2022, the Company acquired Holigen and RPK. RPK generated sales revenue of approximately $1,736,369 during the year ended December 31, 2023 (2022 — $1,933,203). On April 1, 2024, we consummated the sale of RPK British Columbia, Canada, as well as consummate our planned business combination with First Towers and accordingly will not receive any further revenues from RPK. Fiber Corp. We remain an early -stage early-stage company and have limited financial resources and minimal operating cash flow. If we cannot successfully develop, cultivate, manufacture and distribute our planned cannabis products, or if we experience difficulties in the development process, such as have 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 additional funding to develop

We expect to require additional funding to maintain and expand our operations and develop launch our sales pre-revenue hemp and distribution channels. THC/CBD cultivation facility in Gabriola Island, British Columbia. However, there can be no assurance that additional funding will be available to us for the development of our business, planned businesses, as well as to fund our planned combination with First Towers and Fiber Corp. and operations thereafter, 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 and Canmart has generated no revenue or only minimal revenue, while RPK generated revenue of $1,736,369, and incurred a consolidated net loss for the fiscal year ending December 31, 2023, primarily as a result of 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, including as a result of the sale of RPK in April 2024, adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.

Please see " Managements' Discussion and Analysis of Financial Condition and Results of Operations, Liquidity, and Capital Resources — Disclosure of Contractual Arrangements — Outstanding Claims ," for information regarding our current material litigations. Please also refer to Note 22 of our Audited Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022 included in this prospectus for details of the legal proceedings with Ms. Mojela and Mr. Bhushan.

The medical cannabis industry and market may not continue to exist or develop as we anticipate and we may ultimately be unable to succeed in this industry and market.

We are operating our current business in a relatively new industry, and our success depends on the continued growth of this market as well as our ability to attract and retain patients. Demand for pharmaceutical -grade cannabis and cannabis -based products is dependent on a number of social, political and economic factors that are beyond our control. Our projections on the number of people who have the potential to benefit from treatment with pharmaceutical -grade cannabis or cannabis -based products are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, surveys of clinics, and market research, and may prove to be incorrect. There is no assurance that an increase in existing demand will occur, that we will benefit from any such increased demand, or that our business will remain profitable even in the event of such an increase in demand.

In addition to being subject to the general business risks applicable to a business involving an agricultural product and a regulated medical product, we need to continue to build brand awareness within the medical cannabis industry and make significant investments in our business strategy and production capacity. These investments include introducing new medical cannabis products into the markets in which we operate, adopting quality assurance protocols and procedures, building our international presence and undertaking regulatory compliance efforts. These activities may not promote our products as effectively as intended, or at all, and we expect that our competitors will undertake similar investments to compete with us for market share.

Competitive conditions, physician preferences, patient requirements and spending patterns in the medical cannabis industry and market are relatively unknown and may have been uniquely impacted by circumstances unlike those in other existing industries and markets. Our target patient population may be smaller than expected, may not be otherwise amenable to treatment with our products, or may become increasingly difficult to identify and access. Further, we may not be successful in our efforts to attract and retain patients, develop new pharmaceutical -grade cannabis and cannabis -based products, produce and distribute these products to the markets in which we operate or to which we export in time to be effectively commercialized. In order to be successful in these activities, we may be required to expend significantly more resources than we currently anticipate, which could adversely affect our business, financial condition, results of operations and prospects.

We, or the medical cannabis industry more generally, may receive unfavorable publicity or become subject to negative patient, physician or investor perception.

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 Europe and elsewhere relating to the use of cannabis or cannabis -based products for medical purposes, including unexpected safety or efficacy concerns arising with respect to pharmaceutical -grade cannabis or cannabis -based products or the activities of medical -use cannabis industry participants.

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 medical -use cannabis market or any particular medicinal cannabis products or will be consistent with prior publicity. Adverse future scientific research reports, findings and regulatory proceedings that are, or litigation, media attention or other publicity that is, perceived as less favorable than, or that questions, earlier research reports, findings or publicity (whether or not accurate or with merit) could result in a significant reduction in the demand for our medicinal cannabis products or cannabis for medical use more generally. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis for medical purposes, or our current or future products specifically, or associating the use of cannabis with illness or other negative effects or events, could adversely affect us. This adverse publicity could arise even if the adverse effects associated with cannabis or cannabis -based products resulted from products that are not derived from medicinal cannabis or a patient's failure to use such products legally, appropriately or as directed.

Our financial situation creates doubt as to whether we will continue as a going concern.

whether we will continue as a going concern.

Akanda does not expect to generate material revenues

in 2025, as a result of shutting down its Canmart operations. Accordingly, the revenues Akanda generated in 2024 are not recurring, and Akanda does not of yet generate any revenues from its British Columbia farming facility. Furthermore, Akanda does not expect to generate any revenues in 2025 unless and until it consummates its business combination with First Towers and Fiber Corp. of which it can give no assurance of success. 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 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

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

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 contested intend to contest and sought seek to reverse the determination by the Lesotho Court to place Bophelo in liquidation, we were ultimately 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

As a result of Bophelo's liquidation, during the year ended December 31, 2022, Bophelo ceased operations and we derecognized its assets and have since determined that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our inquiry into the liquidation confirms that the process is complete.

We may become involved in litigation matters

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

We are and may further 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 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. On 5 February 2024, Mojela sought permission to appeal of the summary judgment decision but her application for permission to appeal was refused on 11 April 2024.

On 17 April, 2024, Mojela applied for a hearing to renew her application to appeal. This claim was resolved via a confidential settlement on December 2, 2024 and no amounts beyond this settlement are further owing to Ms. Mojela.

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. Witness statements were exchanged on 30 April 2024 and the Tribunal hearing was scheduled and took place by video in May 2024. This claim was resolved via a confidential settlement on May 10, 2024 and no amounts beyond this settlement are further owing to Mr. Virk.

In April 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.

In May 2023, Vidya Iyer, our former SVP of Finance,

filed a claim against the Company for amounts owing under her employment agreement totaling £151,774. This claim was resolved via a confidential settlement on March 27, 2024 and no amounts beyond this settlement are further owing to Ms. Iyer.

On January 29, 2024, Shailesh Bhushan, our former

Chief Financial Officer, filed a complaint with the Employment Standards Branch of British Columbia claiming unpaid salary and invoices in the aggregate amount of CAD $271,990 from the period December 2022 through November 2023. The Company previously offered to Mr. Bhushan an annual salary of CAD $60,000 and as such, believes the claim to be frivolous, strongly disputes the amount claimed, and intends to vigorously defend itself.

Please refer to Note 23 of Akanda's audited

consolidated financial statements as of and for the years ended December 31, 2024 and 2023 included elsewhere in this prospectus for details of the legal proceedings with Mr. Bhushan.

Management is unable to assess the likelihood that

Management is unable to assess the likelihood that we would be successful in any trial with respect to ongoing matters. Accordingly, no assurance can be given that if we go to trial and ultimately lose, or if we decide to settle at any time, such an adverse outcome would not be material to our consolidated financial position. Additionally, in any such case, we will likely be required to use available cash, or the proceeds from future offerings, towards the judgment or settlement, that we otherwise would have used to build our business. In such event, we would be required to raise additional capital sooner than we otherwise would, of which we can give no assurance of success, or delay, curtail or cease the commercialization of some or all of our products and services.

Additionally, in any such case, we will likely be required to use available cash, or the proceeds from future offerings, towards the judgment or settlement, that we otherwise would have used to build our business. In such event, we would be required to raise additional capital sooner than we otherwise would, of which we can give no assurance of success, or delay, curtail or cease the commercialization of some or all of our products and services.

Risks Related to the First Towers Transaction

The market price of our Common Stock will continue

to fluctuate after the First Towers Transaction.

The market price of the common shares of Akanda will

continue to fluctuate, potentially significantly, following completion of the Transaction, as a result of a variety of factors, including for example, among others, general market and economic conditions, changes in our businesses, operations and prospects, interest rates, general market, industry and economic conditions and other factors generally affecting the stock prices, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Akanda will operate. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, our common shares, regardless of the post-transaction actual operating performance.

As a result of the First Towers Transaction,

the market price for our common shares may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of Akanda Common Stock.

First Towers' business differs from those of

Akanda, and, accordingly, our results of operations post-Transaction will be affected by some factors that are different from those currently or historically affecting the results of operations of Akanda.

Failure to attract, motivate and retain executives

and other key employees could diminish the anticipated benefits of the Transaction.

The success of the First Towers Transaction will depend

in part on our ability to retain the talents and dedication of key professionals of First Towers. It is possible that these employees may decide not to remain with First Towers. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, Akanda's business activities post-Transaction may be adversely affected and management's attention may be directed to hiring suitable replacements, all of which may cause Akanda's business to suffer. In addition, Akanda may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. No assurance can be given that post-Transaction, Akanda will be able to attract or retain key employees to the same extent that those companies have been able to attract or retain their own employees in the past.

The First Towers Transaction has and may continue

to cause disruptions in the business of Akanda and First Towers, which could have an adverse effect on Akanda's business and financial results.

The First Towers Transaction has caused disruptions

in the business of Akanda and of First Towers, including by diverting some of the attention of their respective management toward the completion of the First Towers Transaction instead of focusing on their respective business. In addition, Akanda has diverted significant management resources in an effort to complete the First Towers Transaction, which could have been applied to further building its legacy business.

Akanda will require additional financing and

cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

To date, Akanda has relied primarily on equity and

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and 695 more changes in the filing

Use of proceeds 7 changes

We estimate that we will receive approximately $1,240,000 in net proceeds from the sale of 1,271,186 Common Shares, or pre -funded warrants in lieu thereof, offered by us in this offering, after deducting the underwriter discounts and commissions and estimated offering expenses of approximately $260,000 payable by us.

We intend to use the net proceeds from this offering for capital expenditures, operating capacity, working capital, possible payment(s) of milestone obligation(s) under our option to purchase agreement with 1107385 B.C. LTD., general corporate purposes and the refinancing or repayment of existing indebtedness and acquisitions of complementary products, technologies or businesses. However, other than such agreement with 1107385 B.C. LTD., we currently have no present agreements or commitments for any such acquisitions.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. Our management will have discretion in allocating the net proceeds in accordance with the above priorities and purposes. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our business.

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 at least November 2024; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

Each 25% ($0.295) increase (decrease) in the assumed public offering price of $1.18 per Common Share (which was the last reported sale price of our Common Shares on the Nasdaq on September 18, 2024) (or $1.1799 per Pre -Funded Warrant in lieu thereof) would increase (decrease) the net proceeds to us from this offering by approximately $375 thousand assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated offering expenses payable by us and assuming no issuance of any Pre -Funded Warrants. Each 317,796 share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $375 thousand, and assuming no change in the assumed public offering price per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of any Pre -Funded Warrants in the offering.

All of the Common Shares being offered under this

prospectus are being sold by or for the account of the Selling Stockholders. We will not receive any proceeds from the sale of the Common Shares.

Dividend policy 246 changes

We have never paid dividends on

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

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 then-outstanding debt or preferred securities.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AKANDA

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections of this prospectus entitled " Business " and our consolidated financial statements, and related notes thereto, included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains 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 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 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, 2024 refers to fiscal 2024 which is the period from January 1, 2024 and to December 31, 2024.

Our audited financial statements for the years

ended December 31, 2024 and 2023, respectively, 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, 2024 and 2023, respectively, and the consolidated financial position information as at December 31, 2024 and 2023, respectively, from the Akanda Group's audited financial statements included in this prospectus.

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. On April 29, 2022, the Company, through its wholly owned subsidiary, Cannahealth acquired Holigen, which owned all the issued and outstanding equity interests of RPK. As a result of the acquisition, RPK became our indirect wholly-owned subsidiary. We have consolidated all our then-subsidiary companies, Cannahealth in Malta, Bophelo in the UK, Canmart in the UK, Holigen in Portugal, RPK in Portugal and 1371011 B.C. Ltd and 1468243 BC Ltd in Canada, in the Akanda Group audited financial statements and financial information presented on December 31, 2024.

As a result of Bophelo's liquidation, during

the year ended December 31, 2022, Bophelo ceased operations and we derecognized its assets and have since determined that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our inquiry into the liquidation confirms that the process is complete. In March 2024, we sold RPK.

Results of Operations

The discussion below summarizes Akanda Group's

consolidated historical operation results.

On March 24, 2024, Akanda Group completed the

transaction with Somai Pharmaceuticals Ltd. for the sale of RPK. As a result, Akanda Group accounted for the operating results of RPK which was a net loss of $827,620 as a discontinued operation during the year ended December 31, 2024 and has reclassified the operating results of RPK as a discontinued operation for the year ended December 31, 2023.

Year Ended December 31, 2024 Compared to the

Year Ended December 31, 2023.

The following table sets forth key components of Akanda

Group's results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Depreciation and amortization

Consulting and professional fees

General and administrative expenses

Total operating expenses

Other (expense) income:

Foreign exchange gain (loss), net

Gain on debt settlement

Change in fair value of financial assets measured at FVTPL

Gain on sale of subsidiary

Write-off of AP, net

Write-off of holdback payable

Net loss from continuing operations

Loss from discontinued operations

Translation adjustment

Loss per share from continuing operations – basic and diluted (9.80 )

Loss per share – basic and diluted

Weighted average common shares outstanding

The revenue of $836,664 for the year ended December 31,

2024 as compared to $423,683 for 2023 came from Canmart in UK. The revenue increase in 2024 was due to higher sales earned in the current year. Canmart sold, during the current year, 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. As part of the cessation of operations, Canmart did not renew its importation licenses or its leasing agreement for the 30,000 square foot logistics warehouse in SE England and In April 2025, we commenced the dissolution of Canmart and ceased all operations in the UK. We do not expect any material revenue in 2025 as a result of Canmart operations.

Cost of sales increased from $364,346 in 2023 to $628,282

in 2024. The increase is directly related to the increase in sales activities and its continuous effort in selling and marketing its products during the 2024. This increase in sales represents the associated cost of CBPMs imported by Canmart and supplied to its patients. The increase also essentially commensurate with increased purchases and sales of CBPMs in the current year due to the fact that Canmart commenced more meaningful sales activity in the year ended December 31, 2024 compared to the low level of sales in the previous periods.

Amortization and Depreciation

Amortization and depreciation expenses decreased from

$209,183 for 2023 to $141,054 for the year ended December 31, 2024. The decrease in the amortization and depreciation expenses recorded during the year ended December 31, 2024 was mainly attributable to the amortization from lease assets in the current year. The lease assets had ended in August 2024 and was not renewed in the current year. As a result, amortization recorded from lease is lower in the current year as compared in the previous year.

Consulting and Professional Fees

The consulting and professional fees incurred decreased

from $2,699,100 in 2023 to $2,693,399 for the year ended December 31, 2024. This decrease in consulting and professional fees resulted from lower fees incurred during the current year as compared to previous year. Consulting and professional fees incurred were mainly related to the engagement of various professional advisors and consultants in relation to Akanda's completion of disposal of its subsidiary and completed financings.

The Akanda group incurred personnel expenses of $495,699

for the year ended December 31, 2024 compared to $486,505 for 2023. The increase in personnel expenses was due to settlement to a former senior management of the Company, partially offset by the decrease in fees accrued to directors due to resignation of one director in the current year.

General and Administration Expenses

The Akanda group incurred general and administration

expenses of $1,260,712 and $323,347 for the years ended December 31, 2024 and 2023, 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 and office related operational expenses for its day to day business activities. These costs increased compared to the prior year mainly due to higher investor relations expenses incurred in the current year.

The Company incurred interest expense of $100,107

for the year ended December 31, 2024 compared to interest expense of $121,396 for 2023. The decrease in expense during the year ended December 31, 2024 was primarily due to the settlement of a few interest-bearing loans held by the Company which resulted to lower interest expenses paid or accrued during the current year as compared to the previous year.

Interest income for the year ended December 31,

2024 was $6,492 compared to $39 for 2023. This increase was mainly related to the accrual of interest receivables from the existing and additional Bridge loans during the current year.

Foreign Currency Translation

The foreign exchange gain (loss) is recognized on

the translation of the consolidated financial statements from their functional currencies to United States Dollar. The 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 and 1371011 B.C. Ltd. 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, 2024 and

2023, respectively, the group incurred a net loss of $4,096,029 and $32,275,070, respectively, and a comprehensive loss of $4,197,217 and $32,314,482, respectively, which consisted primarily of depreciation and amortization of $141,054 and $209,183, respectively, consulting and professional fee expenses of $2,693,399 and $2,699,100, respectively, personnel expenses of $495,699 and $486,505, respectively, general and administrative expenses of $1,260,712 and $323,347, respectively, and loss from discontinued operation of $827,620 and $28,562,693, respectively. The significant decrease in losses for the year ended December 31, 2024 was mainly due to no impairment loss recognized during the current year as compared to the impairment loss of $24,665,564 incurred in the previous year that have been reclassified and accounted as part of loss from discontinued operation.

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.

Liquidity and Capital Resources

The Akanda Group's principal liquidity requirements

are for corporate operating expenses, working capital and capital expenditures. Historically, we have funded our liquidity requirements primarily through shareholder loans, loans from third parties and 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, 2024 and 2023:

Year Ended December 31, 2024

Cash used by operating activities

Cash used in investing activities

Cash provided by financing activities

and 166 more changes in the filing

Business 161 changes

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.

Akanda Corp. was incorporated in the Province

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 Limited, a Republic of Malta company (" Cannahealth "), from Halo (the " Cannahealth Acquisition ").

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 wholly-owned subsidiaries. As consideration for this Acquisition, we issued 32,823 Common 5,250 Akanda Shares to Halo at a price of $400.00 $2,500.00 per share (pre-reverse stock split price per share), resulting in Halo owning approximately 68.3% of all our outstanding Common Akanda Shares at the closing of the Cannahealth Acquisition.

On November 12, 2021, Halo transferred 840

On November 12, 2021, Halo transferred 5,250 Common Akanda Shares to an unaffiliated party, 1306077B.C. LTD. (the " Halo Transferee "), which resulted in Halo owning 49.6% of our issued and outstanding Common Akanda Shares (the " Halo Transfer ") at the time. On 14 March 14, 2022, and pursuant to a convertible debenture agreement between Akanda and Halo, Akanda issued 4,114 Common 658 Akanda Shares to Halo to settle the principal amount and accrued interest (at the time of conversion) of $6,582,980 owing to Halo as per the terms of the convertible debenture agreement.

On April 20, 2022, Akanda, Cannahealth, The

On April 20, 2022, Akanda, Cannahealth, The Flowr Corporation (" Flowr ") and Holigen Limited (" Holigen "), a wholly -owned 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 of 760 Akanda (pre -reverse stock split). Shares. Concurrent with the closing of the Holigen Acquisition, Akanda purchased 14,285,714 Common ordinary shares of Flowr for an aggregate purchase price of CAD$999,999.98.

On July 15, 2022, our indirect wholly-owned

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, 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, Bophelo ceased operations and we derecognized its assets and have since determined that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our Inquiry into the liquidation confirms that the process is complete.

On August 9, 2022, we entered into a cooperation

On August 9, 2022, we entered into a cooperation agreement with Cansativa GmbH to allow the Cansativa platform to supply the German market with dried flowers from Akanda's then EU -GMP EU-GMP certified indoor grow facility in Sintra, Portugal. In April 2024, the Company completed the transaction with Somai for the sale of RPK and as a result will not continue with the cooperation agreement.

On September 22, 2023, the Company entered an

On September 22, 2023, the Company entered an amended and restated option to purchase agreement with 1107385 B.C. LTD., pursuant to which the Company acquired an option to purchase a Canadian THC and CBD farming facility located at 1900 Ferne Road, Gabriola Island, British Columbia and related operations and licenses, pursuant to which, the key deal terms are as follows:

1 unchanged paragraph

Recent Developments — Registered Direct Offerings

On February 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in On February 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering (the " Registered Direct Offering ") at market price in accordance with Nasdaq rules of 7,021 Common Shares at a purchase price of $16.240 per share, and pre -funded warrants to purchase 36,575 Common Shares at a purchase price of $16.236 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 were 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 closing of the issuance of the Common Shares and pre -funded warrants occurred on February 2, 2024. The gross proceeds from the offering were approximately $708,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

On March 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a Registered Direct Offering of 9,197 Common Shares at a purchase price of $8.2176 per share, and pre -funded warrants to purchase 9,049 Common Shares at a purchase price of $8.2136 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 March 1, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were 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 closing of the issuance of the Common Shares and pre -funded warrants occurred on March 4, 2024. The gross proceeds from the offering were approximately $150,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

On March 4, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a Registered Direct Offering of 9,197 Common Shares at a purchase price of $6.7488 per share, and pre -funded warrants to purchase 9,325 Common Shares at a purchase price of $6.7448 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 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 March 4, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were 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 closing of the issuance of the Common Shares and pre -funded warrants occurred on March 5, 2024. The gross proceeds from the offering were approximately $125,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

On May 17, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a registered direct offering of 62,285 of the Company's Common Shares at a purchase price of $4.124 per share, and pre -funded warrants to purchase 543,923 Common Shares at a purchase price of each pre -funded warrant equal to the price at which one Common Share is sold in the offering, minus $0.004, and the exercise price of each pre -funded warrant is $0.004 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 May 17, 2024, filed with the Securities and Exchange Commission. The Pre -Funded Warrants were immediately exercisable and have since been exercised in full. Univest Securities, LLC acted as financial advisor in connection with the offering, and in consideration therefor the Company paid Univest a total cash fee of four percent of the gross proceeds or $100,000. The Company also reimbursed Univest for out -of-pocket expenses. The gross proceeds from the Offering were approximately $2,500,000 before deducting Univest's fees and other estimated expenses relating to the Offering. The closing of the offering occurred on May 17, 2024.

Also on May 17, 2024, the Company entered into an additional Purchase Agreement with an accredited investor in connection with the issuance and sale by the Company in a subsequent registered direct offering of 62,285 Common Shares, at a purchase price of $4.124 per Offered Share, and 301,440 Pre -Funded Warrants, 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 May 20, 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. Univest acted as financial advisor in connection with the offering, and in consideration therefor the Company paid Univest a total cash fee of four percent of the gross proceeds or $60,000. The Company also reimbursed Univest for out -of-pocket expenses. The gross proceeds from the offering were approximately $1,500,000 before deducting Univest's fees and other estimated expenses relating to the offering. The closing of the offering occurred on May 20, 2024.

Recent Developments — Underwritten Public Offerings

On March 26, 2024, the Company entered into an underwriting agreement with Univest Securities, LLC as the underwriter in connection with the issuance and sale by the Company in an underwritten public offering of 77,186 Common Shares at a purchase price of $4.868 per share, and pre -funded warrants to purchase 949,930 Common Shares at a purchase price of $4.864 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.004 per share, pursuant to the Company's effective registration statement on Form F -1 (File No. 333 -277182 ) and a related preliminary prospectus, together with the related final prospectus dated as of March 26, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were 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 closing of the issuance of the Common Shares and pre -funded warrants occurred on March 27, 2024. The gross proceeds from the offering were approximately $5,000,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

Recent Developments — Shareholder Meeting and Reverse Stock Split

On March 22, 2024, the Company held its 2023 annual shareholder meeting and a special meeting of shareholders. The shareholders of the Company approved the following proposals, amongst others:

• a new thirty percent (30%) evergreen 2024 Equity Incentive Plan, which was adopted by the board of directors on February 26, 2024.

• authorize the Proposed RPK Sale Transaction.

The Company intends to implement an additional reverse stock split based on and subject to the parameters and limitations adopted by the shareholders at the March 22, 2024 shareholders meeting. The Company does not yet know the record date, the date of implementation, or the consolidation ratio of any such additional reverse stock split, and will announce all such information on a Form 6 -K once known. The Company reserves the right to not implement any such additional reverse stock split.

Recent Developments — Nasdaq Stockholders Equity Requirement

On May 14, 2024, the Company received written notification from the Listing Qualifications Department of Nasdaq, indicating that based on the Company's shareholders' equity of $(3,828,892) for the fiscal year ended December 31, 2023, the Company was no longer in compliance with the minimum shareholders' equity requirement of $2.5 million as set forth in Nasdaq Listing Rule 5550(b)(1) (the " Stockholders Equity Requirement ") for continued listing on Nasdaq.

Between February 2024 and May 2024, the Company raised an aggregate of approximately $10.0 million from the public sales of its securities. Also, on April 1, 2024, the Company sold RPK for gross proceeds of $2.0 million, before fees and expenses.

As a result of the foregoing events, the Company believes it has regained compliance with the Stockholders Equity Requirement. Nevertheless, Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of the Company's next periodic report it does not evidence compliance, that it may be subject to delisting.

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 is our operating and wholly -owned subsidiary. 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 Ltd., a company incorporated under the laws of England and Wales, is a licensed importer and distributor of cannabis -based products for medicinal use in humans, or CBPMs, in the United Kingdom (UK). Canmart held a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the UK. This license was renewed on May 24, 2024, and we expect to apply for renewal in January 2025 as the license needs to be renewed annually. Canmart additionally filed an application to increase import capabilities to Schedule 1 (bulk product); however, we decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Canmart can continue with its day to day business under the conditions of its existing license for Schedule 2 that was renewed on May 24, 2024. 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 100 kgs of product for distribution in the UK. Canmart continues to import product regularly from various distributors and stores all product at its warehouse, which it anticipates expanding in the near future to accommodate Canmart's planned market expansion. 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 has product in stock and is regularly making sales. This year, Canmart has so far sold over 125 kg of product.

and 127 more changes in the filing

Regulation 220 changes

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Management 81 changes

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and 81 more changes in the filing

Management compensation 25 changes

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Principal stockholders 23 changes

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Related-party transactions 76 changes

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Description of share capital and articles of incorporation 78 changes

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and 78 more changes in the filing

Securities eligible for future sale 174 changes

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and 174 more changes in the filing

Plan of distribution 66 changes

and 66 more changes in the filing

Expenses related to the offering 1 change

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and 1 more change in the filing

Legal matters 1 change

and 1 more change in the filing

Experts 2 changes

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Enforceability of civil liabilities 2 changes

and 2 more changes in the filing

Where you can find additional information 6 changes

and 6 more changes in the filing

Index to financial statements 1 change

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Notes to the financial statements 86 changes

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Note 3: BASIS OF PREPARATION 41 changes

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and 41 more changes in the filing

Note 7: TRADE AND OTHER RECEIVABLES 8 changes

and 8 more changes in the filing

Indemnification of Directors and Officers 4 changes

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and 4 more changes in the filing

Recent Sales of Unregistered Securities 16 changes

and 16 more changes in the filing

Exhibits and Financial Statements Schedule 33 changes

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Undertakings 46 changes

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and 46 more changes in the filing