Akanda: securities offering

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ea0258803-f1a1_akanda.htm

AMENDMENT NO. 1 TO FORM F-1

As filed with the Securities and Exchange Commission on September

Registration No. 333-290367 333-

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Ontario, Canada 2833 Not Applicable

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(Primary Standard Industrial

incorporation or organization) (Primary Standard Industrial

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

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Sullivan & Worcester LLP

1251 Avenue of the Americas

Tel: +1 (212) 660-3027

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of proposed sale to the public: As soon as practicable From time to time after this registration statement becomes effective.

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If an emerging growth company that

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)

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INFORMATION NOT REQUIRED IN PROSPECTUS

† The term " new or revised financial accounting standard "

financial accounting standard " refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Codification after April 5, 2012.

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.

SUBJECT TO COMPLETION

DATED JANUARY 26, 2026

PRELIMINARY PROSPECTUS

Issuance of up to 30,314,961 Common Shares

This prospectus relates to the resale, from time

to time of up to an aggregate of 30,314,961 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 $7,000,000 held by such Selling Stockholders. The 30,314,961 Common Shares is calculated based upon the floor price of $0.254 per share as set forth in the convertible promissory notes and assumes accrued interest through the maturity date of the convertible promissory notes is converted into Common Shares. The Company is registering 30,314,961 Common Shares, which is the maximum amount of Common Shares that can be issued upon conversion of $7,000,000 of principal, plus interest, under the convertible promissory notes. See the section entitled, "Selling Stockholders" for additional information regarding the Selling Stockholders and see the section entitled "Prospectus Summary-Recent Developments-January 2026 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.

Our Common Shares are 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 January 23, 2026 was $1.50.

None of our Class A Special Shares nor the Class B Special Shares are or will be listed on a national securities exchange or interdealer quotation system.

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 ."

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 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. 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 is highly speculative

and involves a high degree of risk. See " Risk Factors " beginning on page 16 for a discussion of information that should be considered in connection with an investment in our 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 , 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT COMPENSATION

PRINCIPAL SHAREHOLDERS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION

SECURITIES ELIGIBLE FOR FUTURE SALE

CERTAIN TAX CONSIDERATIONS

SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

EXPENSES RELATED TO THE OFFERING

ENFORCEABILITY OF CIVIL LIABILITIES

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

You should rely only on the information contained

in this prospectus. We have not authorized anyone to provide you with information that is different, and we do not take any responsibility for, or provide any assurance as to the reliability of, any information, other than the information in this prospectus. 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 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, you should

read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which this prospectus forms a part.

For investors outside of the United States:

We have not done anything that would permit this offering, or the possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context

otherwise requires or otherwise states, references to "Akanda," the "Company," "we," "us,"

"our," and similar references refer to Akanda Corp., a corporation formed under the laws of the Province of Ontario, Canada and its subsidiaries. References to "First Towers" refer to First Towers & Fiber Corp., a corporation existing under the laws of the Province of British Columbia which we acquired by way of a share exchange on August 21, 2025 and which is our wholly-owned subsidiary.

Our functional currency and reporting currency

is the U.S. dollar, the legal currency of the United States ("USD", "US$" or "$").

On August 26, 2025, the Company implemented a

1-for-3.125 reverse stock split on its common shares, and, on January 12, 2026, the Company implemented a 1-for-5 reverse stock split on its common shares. Except as specifically provided to the contrary or as provided in the historical financial statements included in this prospectus, the information in this prospectus gives retroactive effect to such reverse stock split.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Our financial statements are prepared in accordance

with the International Financial Reporting Standards as issued by the International Accounting Standards Board. Our fiscal year ends on

December 31 of each year as does our reporting year.

We have made rounding adjustments to some of the

and 6 more changes in the filing

Indemnification of Directors and Officers 8 changes

In accordance with the Business Corporations

Corporations Act (Ontario) and pursuant to the bylaws of the Company (the " Bylaws "), subject to certain conditions, the Company shall, to the maximum extent permitted by law, indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity. We shall advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below or is not successful on the merits in their defense of the action or proceeding. Indemnification is prohibited unless the individual:

● Acted honestly and in good faith with a view to our best interests;

faith with a view to our best interests;

● In the case of a criminal or

● In the case of a criminal or administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and ● Was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

We also entered into indemnification agreements

agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Ontario law.

Recent Sales of Unregistered Securities 24 changes

Since January 1, 2022, we have issued and sold

Since January 1, 2022, we have issued and sold the securities described below without registering the securities under the Securities Act. The below described securities reflect the number of shares and prices as of the transaction date, and do not reflect any subsequent reverse stock splits.

● On March 14, 2022, the Company

On March 14, 2022, the Company issued 348 69 Common Shares to the Akanda Bokamoso Empowerment Trust. The share based payment to the Akanda Bokamoso Empowerment Trust is a social development initiative of the Company and its beneficiaries are the employees of subsidiaries within the group.

● On March 15, 2022, the Company

On March 15, 2022, the Company issued 658 131 Common Shares to Halo at a price of $10,000 $50,000 each to settle the principal amount of $6,559,294 plus accrued interest $23,686 owing to Halo in terms of a convertible debenture agreement, which totaled $6,582,980 at the time of conversion. The conversion of the debt owing was triggered by the Company' initial public offering under the terms of the convertible debenture agreement.

● On April 20, 2022, we issued

On April 20, 2022, we issued 760 152 Common Shares as consideration to The Flowr Corporation in connection with the Share Purchase Agreement, dated April 20, 2022, whereby our wholly owned subsidiary, Cannahealth, acquired all of the ordinary shares of Holigen Limited. The Common Shares were issued pursuant to Regulation S of the Securities Act.

● On October 26, 2022, we issued

On October 26, 2022, we issued 240 48 restricted stock units to our former CEO, Tejinder Virk. The units were issued pursuant to our 2021 Equity Incentive Plan and vested immediately.

● On November 1, 2022, we issued

On November 1, 2022, we issued 88 17 restricted stock units to Dr. Akkar-Schenki in connection with her resignation as President of the Company. The units were issued pursuant to our 2021 Equity Incentive Plan and vested immediately.

● On August 14, 2023, we issued

On August 14, 2023, we issued 2,328 465 Common Shares to Halo in full satisfaction of the remaining outstanding balance of a promissory note payable to Halo;

● On October 11, 2023, we issued

On October 11, 2023, we issued 3,519 704 Common Shares to 1107385 B.C. Ltd. as the first option payment pursuant to the Amended and Restated Option to Purchase Agreement dated September 22, 2023. The agreement is in connection to our acquisition of the right to develop a Canadian farming property in British Columbia, including farming land and related operations and licenses.

● In May 2024, we issued an aggregate of 60,251 Common Shares to certain of our consultants for services rendered.

of 12,050 Common Shares to certain of our consultants for services rendered.

In September 2025, we issued an aggregate of 144,930 28,986 Class A Special Common Shares to the former shareholders of First Towers.

In November 2025, we issued an aggregate of 955,194

Class B Special Common Shares to the former shareholders of First Towers and 146,476 Class B Special Common Shares to the former holders of certain First Towers' debts. We additionally authorized the issuance, from time to time in accordance with the terms of 6-year convertible promissory notes, of up to 5,460,000 Common Shares, which is the maximum number of shares issuable upon the conversion of $4,909,995.28 of principal, plus interest under the convertible promissory notes.

● Between September 29, 2025 and January 20, 2026, we issued an aggregate of approximately 2,259,322 Common Shares upon the conversion of unsecured convertible promissory notes issued on September 12, 2025, to institutional accredited investors.

The issuances of the above securities were deemed

The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering, or were issued in reliance upon Regulation S of the Securities Act, to an investor who is an "accredited investor," as such term is defined in Rule 501(a) under the Securities Act, in an offshore transaction (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investor.

Exhibits and Financial Statements Schedule 6 changes

(10) The following exhibits are filed as part

are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:

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Form of Independent Contractor Agreement between Akanda Corp. and Kiranjit Sidhu 333-277182 10.21 2/20/24 10.7 Consulting Agreement with IR Agency LLC 6-K 001-41324 10.1 3/28/24 10.8+ 2024 Equity Incentive Plan 20-F 001-41325 4.31 5/1/24 10.9 Form of Securities Purchase Agreement 6-K 001-41325 1.1 5/20/24 10.10 Registration Rights Agreement dated August 19, 2025 6-K 001-41324 10.2 8/22/25 II- 3 Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibit File Date 10.11 Debt Settlement Agreement with PGC Finco Inc. 6-K 001-41324 10.3 8/22/25 10.12 Debt Settlement Agreement with Dunstan Holdings Ltd. 6-K 001-41324 10.4 8/22/25 10.13 Convertible Promissory Note with PGC Finco Inc. 6-K 001-41324 10.5 8/22/25 10.14 Convertible Promissory Note with Dunstan Holdings Ltd. 6-K 001-41324 10.6 8/22/25 10.15 Promissory Note with 1353744 B.C. Ltd. 6-K 001-41324 10.7 8/22/25 10.16 General Security Agreement in favor of 1353744 B.C. Ltd. 6-K 001-41324 10.8 8/22/25 10.17 Form of Securities Purchase Agreement dated September 11, 2025 6-K 001-41325 001-41324 10.1 9/16/25 10.18 Form of Convertible Promissory Note 6-K 001-41324 10.2 9/16/25 10.19 Form of Registration Rights Agreement 6-K 001-41324 10.3 9/16/25 10.20 Consulting Agreement with IR Agency LLC 10.21 Amendment No. 1 to Option Form of Securities Purchase Agreement dated September 24, 2025 January 20, 2026 6-K 001-41324 10.1 9/26/2025 1/20/26 10.21 Form of Convertible Promissory Note 6-K 001-41324 10.2 1/20/26 10.22 Form of Registration Rights Agreement 6-K 001-41324 10.3 1/20/26 14.1 Code of Business Conduct and Ethics of Akanda Corp. 001-41324 14.1 2/14/22 14.2 Whistleblower Policy of Akanda Corp. 001-41324 14.2 2/14/22 14.3 Related Party Transactions Policy of Akanda Corp. 001-41324 14.3 2/14/22 21.1 List of Significant Subsidiaries of Akanda Corp. 333-290367 21.1 9/18/25 23.1# Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1).

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Consent of Bush & Associates CPA LLC Consent of Green Growth CPAs, independent registered public accounting firm 24.1# Power of Attorney (included on the signature page to this registration statement) 101.INS# Inline XBRL Instance Document.

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+ Indicates management contract or compensatory plan.

or compensatory plan.

Undertakings 39 changes

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

to file a post-effective amendment to the registration statement to include any financial statements required by "Item 8.A. of Form 20-F" at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished;

(a) The undersigned hereby undertakes:

(1) to file, during any period

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that for the purpose of

(2) that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) to file a post-effective

amendment to the registration statement to include any financial statements required by "Item 8.A. of Form 20-F" at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and (5) that, for the purpose of determining liability under the Securities Act to any purchaser:

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Pursuant to the requirements of the Securities

to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boca Raton, FL, USA on September January 26, 2025. 2026.

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Date: September 26, 2025

KNOW ALL PERSON BY THESE PRESENTS, that each person

whose signature appears below constitutes and appoints Katie Field, his or her true and lawful attorney in fact and agent, with full power of substitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney in fact and agent or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: January 26, 2026

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Date: September 26, 2025

Date: January 26, 2026

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Date: September 26, 2025

Date: September 26, 2025

Date: September 26, 2025

Date: September 26, 2025

Field, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing her name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above.

/s/ Christopher Cooper

Date: January 26, 2026

/s/ Jatinder Dhaliwal

Date: January 26, 2026

Date: January 26, 2026

Date: January 26, 2026

Signature of Authorized U.S. Representative of Registrant

Pursuant to the requirements of the Securities

to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Akanda Corp., has signed this registration statement in the city of Boca Raton, FL, USA, on September January 26, 2025. 2026.

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