Akanda files F-1/A registration statement

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Securities and Exchange Commission on October 19, 2026

As filed with the Securities and Exchange

Commission on November 6, 2026

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(State or other jurisdiction of

incorporation or organization) (Primary Standard Industrial

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

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Tel: +1 (212) 660-3060

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Board to its Accounting Standards Codification after April 5, 2012.

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.

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TO COMPLETION DATED OCTOBER 19, 2026

Up to 10,869,565 Common Shares

Up to 10,869,565 Pre-Funded Warrants

to Purchase 10,869,565 Common Shares

to 10,869,565 Common Shares Underlying the Pre-Funded Warrants

We are offering up to 10,869,565

of our Common Shares, no par value (the " Common Shares ") at an assumed public offering price of $1.38, which is the latest reported sale price of our Common Share on The Nasdaq Capital Market on October 13, 2026, for gross proceeds of $15,000,000.

We are also offering pre-funded

warrants each 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. For each pre-funded warrant that we sell, the number of Common Shares that we are offering will be decreased on a one-for-one basis. 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.

TO COMPLETION DATED NOVEMBER 6, 2026

10,000 Series A Convertible Voting Preferred

Up to 11,312,217 Common Shares Issuable

Upon Conversion of the Series A Convertible Voting Preferred Shares of our Series A Convertible Voting Preferred Shares, no par value, each with a stated value of $1,000 per share (the " Series

A Preferred Shares "), at an assumed public offering price of $[1,000] per Series A Preferred Share, for gross proceeds of $10,000,000, and (b) up to 11,312,217 of our Common Shares, no par value (the " Common Shares "), issuable from time to time upon conversion of the Series A Preferred Shares (the " Conversion Shares "), based on conversion of the aggregate Stated

Value of the Series A Preferred Shares at an assumed conversion price of $0.884 per Common Share (85% of the closing price of our Common

Shares on The Nasdaq Capital Market on November 2, 2026).

Each Series A Preferred

Share is convertible at any time at the option of the holder into a number of Common Shares equal to its stated value divided by the lower of (a) a fixed conversion price of $[●] (equal to 85% of the Nasdaq official closing price of our Common Shares on the trading day immediately prior to the filing of the articles of amendment designating the Series A Preferred Shares), subject to adjustment, and (b) a market price equal to the lower of 85% of the (i) five-day volume-weighted average price of our Common Shares preceding the conversion and (ii) closing sale price of our Common Shares on the trading day prior to the conversion, provided that the effective conversion price may not be less than a floor price of $[●] (the " Floor Price ") (equal to 20% of the closing price of our Common Shares on the trading day immediately prior to the filing of the articles of amendment designating the Series A Preferred Shares). Because the conversion price may decline with the market price of our Common Shares (down to the floor price), the number of

Common Shares issuable upon conversion is not fixed and may exceed the number of Common Shares registered hereby, which is based on an assumed conversion price of $0.884. The Series A Preferred Shares are entitled to mandatory monthly dividends at an annual rate of 10% of their stated value, payable in cash or Common Shares beginning January 1, 2027, subject to the Business Corporations Act (Ontario), vote with our Common Shares on an as-converted basis, and are subject to a beneficial ownership limitation of 4.99% (or, at the election of the holder, 9.99%). See " Description of Share Capital and Articles of Incorporation – Series A Convertible Voting

Preferred Shares to be Issued in this Offering ."

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Market on October 13, 2026 was $1.38.

Market on November 2, 2026 was $1.04.

The final public offering

final public offering price per Common Series A Preferred Share and the conversion price of the Series A Preferred Shares 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 conversion price. per share.

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10 for a discussion of information that should be considered in connection with an investment in our securities.

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

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Underwriter discounts and commissions (1)

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an underwriting discount equal to 1.5% of the gross proceeds from the sale of the Series

(1) Represents an underwriting discount equal to 1.5% per Common Share (or pre-funded warrant in lieu thereof), A Preferred Shares, which is the underwriting discount we have agreed to pay for sales to investors in this offering. We have also agreed to reimburse Univest Securities LLC (the

We have also agreed to reimburse Univest Securities LLC (the " Representative ") for certain reasonable and documented out-of-pocket expenses in an amount not to exceed $35,000 and for certain clearing expenses in an amount not to exceed $12,900. Please refer to " Underwriting " beginning on page 91 94 of this prospectus for additional information regarding underwriter discounts and commissions.

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Forward-looking statements 1 change

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the recent discontinuation of our cannabis business segment;

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Prospectus summary 21 changes

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To date, we made certain of

of the milestone payments under the BC Option Agreement and obtained a hemp license from Health Canada in September 2024, although we have not cultivated any product from the BC Property. On September 24, 2026, we determined that we were no longer going to pursue the cultivation of cannabis or any future cannabis-related businesses. See " Recent Developments " below.

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Pursuant to the PGC DSA, in

in satisfaction of all indebtedness of First Towers to PGC through the Closing, the Company assumed indebtedness of First Towers in the aggregate principal amount of US$4,153,078 which is evidenced by the PGC Note, the aggregate interest payable capitalized into a new loan of $2,068,633 which is evidenced by the PGC DSA, and the Company agreed to pay to PGC a cash payment of $500,000 and issue to PGC, upon shareholder approval therefore, 24,762 Class B Special Shares.

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Each of the PGC Note and the

the Dunstan Note (collectively, the " Notes ") has a maturity date of August 19, 2031, has an interest rate of 8-1/2% per annum payable semiannually in arrears, and are secured by all of the assets of the Company. The Notes are subject to customary events of default.

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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 10 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:

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On January 21, 2026, the Company

Company entered into a Securities Purchase Agreement dated January 20, 2026 (the " January Purchase Agreement ") with certain institutional investors (the " January Investors ") to issue and sell to each of the January Investors a convertible promissory note (each, individually, a " January Note " and collectively, the " January Notes "), for aggregate gross proceeds to the Company of $7.0 million (the " Purchase Price "), before deducting fees to the Placement Agent (as defined below) and other expenses payable by the Company in connection with the offering (the " January Offering ").

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The Company has used the net

net proceeds from the sale of the January Notes for (i) $2.3 million in marketing services provided by IR Agency, LLC (" IR Agency ") pursuant to a consulting agreement, described in further detail below, (ii) working capital and general corporate purposes of approximately $2.6 million and (iii) the repayment of certain indebtedness of $2.1 million. As a result of the sale of the January Notes, cash on hand and revenues from the Company's First Tower subsidiary, as of June 30, 2026, the Company had approximately $755,238 in cash and cash equivalents; and the Company believes such amount, with expected future revenues but excluding any proceeds from the offering contemplated by this Registration Statement, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for up to approximately 5 months.

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Each January Investor has

has the right, at any time, to convert all or any portion of the then outstanding and unpaid principal amount and interest if any (including any costs, fees, and charges) into the Company's Common Shares, at a conversion price (the " January Note Conversion Price ") equal to the lower of (i) $1.27 $5.715 per share (the " Initial January Note Conversion Price "), (ii) 85% of the VWAP (as defined in the January Notes) of the Common Shares during the five consecutive Trading Day (as defined in the January Notes) period ending and including the Trading Day immediately preceding the delivery of the Conversion Notice (as defined in the January Notes); or (iii) 85% of the Closing Sale Price (as defined in the January Notes) on the Trading Day prior to the Conversion Notice being submitted; provided, however, that in no event shall the January Note Conversion Price equal a price per share that is less than $0.254. $1.125.

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As compensation for such placement agent services, the Company paid the Placement Agent an aggregate cash fee equal to 1.0% of the gross proceeds received by the Company from the January Offering.

As of October 13, 2026,

On November 2, 2025, the Company

Company entered into an engagement letter, as amended on January 19, 2026 (together the " Engagement Letter "), with the Placement Agent, pursuant to which the Placement Agent agreed to serve as the placement agent for the issuance and sale of securities of the Company. As compensation for such placement agent services, the Company paid the Placement Agent an aggregate cash fee equal to 1.0% of the gross proceeds received by the Company from the January Offering.

As of November 2, 2026,

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Accordingly, we declined to

to pay the next option payment due under the BC Option Agreement, pursuant to which we originally acquired an option to purchase the BC Property. As a result, the Company's right to acquire or use the BC Property under the BC Option Agreement has been terminated.

As a result, the Company's right to acquire or use the BC Property under the BC Option Agreement has been terminated. The Company had not cultivated any product from the BC Property.

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The offering 31 changes

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Up to 10,869,565 Common Shares, based on the sale of

our Common Shares at an assumed public offering price of $1.38 per Common Share, which is the latest reported sale price of our Common Share on The Nasdaq Capital Market on October 13, 2026.

We are also offering pre-funded warrants each 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. For each pre-funded warrant that we sell, the number of Common Shares that we are offering will be decreased on a one-for-one basis. 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.

A Preferred Shares Offered

10,000 Series A Convertible Voting Preferred

Shares, each with a stated value of $1,000 (the " Stated Value "), at an assumed public offering price of $1,000 per Series A Preferred Share, for gross proceeds of $10,000,000. This offering also relates to up to 11,312,217 Common Shares issuable upon conversion of the Series A Preferred Shares, based on conversion of the aggregate Stated Value at an assumed conversion price of $0.884 (85% of the closing price of our Common Shares on November 2, 2026).

Terms of the Series A Preferred Shares

The following is a summary of the material

terms of the Series A Preferred Shares, which is qualified in its entirety by the rights, privileges, restrictions and conditions attaching to the Series A Preferred Shares set forth in the articles of amendment designating the Series A Preferred Shares (the " Share Terms "). See " Description of Share Capital and Articles of Incorporation – Series A Convertible Voting Preferred Shares to be Issued in this Offering ."

Dividends. Mandatory monthly dividends

at an annual rate of 10% of the Stated Value (one-twelfth of such amount per full calendar month), payable monthly in arrears on the first calendar day of each month in cash or in Common Shares, beginning January 1, 2027. Declaration and payment of each dividend is subject to Board action and to the Business Corporations Act (Ontario) (the " OBCA "), including its solvency tests. Holders also participate on an as-converted basis in distributions to holders of Common Shares.

Conversion. Convertible at any

time at the holder's option into a number of Common Shares equal to the Stated Value divided by the lower of (i) the Conversion Price (as defined herein) of $[●] (85% of the Nasdaq official closing price on the trading day before the articles of amendment designating the Series A Preferred Shares are filed), and (ii) the Market Price (the lower of 85% of the five-day VWAP preceding the notice of conversion and 85% of the closing sale price on the trading day before the notice), provided that such lower price may not be less than the Floor Price, assumed to be $[●] (20% of the closing price of our Common Shares on the trading day before the articles of amendment designating the Series A Preferred Shares are filed). At an assumed conversion price of $0.884, the aggregate Stated Value of the Series A Preferred Shares would convert into 11,312,217 Common Shares; at the assumed Floor Price of $0.208 (equal to 20% of the closing price of our Common Shares on the trading day before the articles of amendment designating the Series A Preferred Shares are filed), it would convert into up to 48,076,923 Common Shares. The Conversion Price is subject to adjustment for share splits, combinations and similar events, full-ratchet reduction upon dilutive issuances (subject to exceptions) and reset following share combination events.

Beneficial Ownership Limitation. A

holder may not convert to the extent it (with its affiliates and attribution parties) would beneficially own more than 4.99% (or, at its election prior to issuance, 9.99%) of our outstanding Common Shares immediately after giving effect to such conversion; increases take effect 61 days after notice and may not exceed 9.99%.

Voting. Holders vote with the holders

of Common Shares on an as-converted basis as of the applicable record date, subject to the Beneficial Ownership Limitation, and retain any separate class or series vote under the OBCA. The consent of holders of a majority of the outstanding Series A Preferred Shares (the " Required Holders ") is required to adversely change the rights of the Series A Preferred Shares or to amend our Articles in a manner adverse to the holders, in addition to any approval required under the OBCA.

Liquidation and Ranking. Upon liquidation,

after payment of our debts and liabilities, holders are entitled to the greater of (a) the aggregate Stated Value, payable in preference to holders of Common Shares, and (b) the amount payable on an as-converted basis. The Series A Preferred Shares rank senior to our Common Shares and to any other class of shares created after the original issue date with respect to dividends, distributions and liquidation, and rank on a parity with any other series of our Preferred Shares as required by the OBCA. We may not issue senior or parity shares of another class without the consent of the Required Holders.

Optional Redemption. We may redeem all, but

not less than all, of the Series A Preferred Shares in cash on not less than 20 trading days' notice at 120% of the greater of the Conversion Amount and the as-converted value based on the highest closing sale price of our Common Shares during the redemption period, provided no Event of Default is continuing and subject to the solvency restrictions in section 32 of the OBCA.

Covenants and Events of Default. Without

the consent of the Required Holders, we are restricted from incurring indebtedness other than Permitted Indebtedness and liens other than Permitted Liens. Events of Default include, among others, failure to pay dividends, conversion failures, lapse of the registration statement, trading suspension (other than as publicly disclosed as of the original issue date), a Floor Price Event (closing price below the Floor Price) on five trading days in any ten consecutive trading day period, a breach of the Transaction Documents that would result in a Material Adverse Effect and entry into a Change of Control or Fundamental Transaction. The First Towers Transaction is excluded from these covenants, the Events of Default and the anti-dilution provisions.

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2,388,212 Common Shares, assuming

no conversion of the Series A Preferred Shares, or 13,700,429 Common Shares assuming the conversion of all Series A Preferred Shares offered hereby at an assumed conversion price of $0.884 per Common Share, 85% of the closing price of our Common Shares on November of Proceeds estimate that the net proceeds to us from this offering will be approximately $9,625,000, 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. Other than (a) up to $3 million that we expect to spend on third party marketing and informational awareness campaigns through IR Agency pursuant to a consulting agreement, and (b) approximately $575,000 to repay certain indebtedness, we have not allocated any of the net proceeds from this offering for any particular use at this time. See the " Use of Proceeds " and " Certain Relationships and Related Party Transactions " sections of this prospectus.

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 (90) days from the date of closing of this offering, subject to certain exceptions. See " Underwriting " for more information.

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

There is no established trading market

for the Series A Preferred Shares and we do not expect a market to develop. In addition, we do not intend to list the Series A Preferred Shares on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

transfer agent and registrar for our Common Shares is VStock Transfer, LLC.

Risk factors 15 changes

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Akanda was only recently incorporated

incorporated to be a holding company, with operating subsidiaries having limited operating histories and generating minimal revenue.

to be a holding company, with operating subsidiaries having limited operating histories and generating minimal revenue. Since then, we have discontinued our European operations and recently determined to no longer seek to launch our planned hemp and THC/CBD farming facility in British Columbia, Canada, while seeking to grow our First Towers and Fiber Corp. operations. We remain an early stage company and have limited financial resources and minimal operating cash flow. If we cannot successfully grow First Towers, or have capacity constraints, quality control problems or other disruptions, we may not be able to develop or offer market-ready commercial products or services 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 structure through economies of scale would have a material adverse effect on our commercialization plans and our business, prospects, results of operations and financial condition.

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On June 16, 2026, we received

June 16, 2026, we received a notice from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on The Nasdaq Capital Market to maintain a minimum of $2.5 million in stockholders' equity. As reported in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, we had stockholders' equity of $(11,990,437), and Nasdaq also determined that we did not satisfy the alternative continued listing standards relating to market value of listed securities or net income from continuing operations. On July 31, 2026, we submitted a plan to regain compliance, which was supplemented on August 12, 2026, and on August 13, 2026 Nasdaq granted us an extension through December 13, 2026 to evidence compliance. We are undertaking measures to regain compliance within the extension period, which includes this offering; however, there can be no assurance that we will regain compliance with Rule 5550(b)(1) or maintain compliance with other applicable Nasdaq listing requirements. If we fail to regain or maintain compliance, our common shares could be delisted from Nasdaq, which could adversely affect liquidity, market price, investor confidence, and our ability to raise capital.

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In July 2022, our former Executive

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.

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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.

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.

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In May 2023, Vidya Iyer, our

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 our former Chief Financial Officer, filed a claim against the Company for amounts owing under his employment agreement totaling £420,659.95. 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.

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, January 15, 2024 and no amounts beyond this settlement are further owing to Ms. 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 January 15, March 27, 2024 and no amounts beyond this settlement are further owing to Mr. Scott. Ms. Iyer.

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Management 43 changes

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● decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the Akanda Board, which could change its dividend practices at any time and for any reason;

● the amount of dividends that Akanda may distribute to its shareholders is subject to restrictions under Canadian law and is limited by restricted payment and leverage covenants in Akanda's credit facilities and, potentially, the terms of any future indebtedness that Akanda may incur; and limitations on the amount of dividends subsidiaries of Akanda can distribute to Akanda, as imposed by law, regulators or agreements.

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financial markets in the United States have experienced substantial uncertainty during recent years, particularly following the COVID-19 outbreak and potential onset of reciprocal U.S. tariffs. This uncertainty has included, among other things, extreme volatility in securities prices, reduced liquidity and credit availability, rating downgrades of certain investments and declining values with respect to others.

financial markets in the United States have experienced substantial uncertainty during recent years, particularly following the COVID-19 outbreak and potential onset of reciprocal U.S. tariffs. This uncertainty has included, among other things, extreme volatility in securities prices, reduced liquidity and credit availability, rating downgrades of certain investments and declining values with respect to others. If capital and credit markets continue to experience uncertainty and available funds remain limited, Akanda post-Transaction may not be able to obtain debt or equity financing or to refinance its existing indebtedness on favorable terms or at all, which could affect its strategic operations, financial performance and force modifications to its operations. These conditions currently have not precluded Akanda post-Transaction from accessing credit markets or financing its operations, but there can be no assurance that financial markets and confidence in major economies will not deteriorate. In addition, Akanda post-Transaction may be vulnerable to changes in market preferences or other market changes, such as general economic conditions, recession and fears of recession, interest rates, tax rates, policies, and inflation. The U.S. is currently experiencing unusually high rates of inflation, and Akanda post-Transaction may experience a compression in its margins as a result. The U.S. and global economies have in the past, and will in the future, experience recessionary periods and periods of economic instability. During such periods, the existing and potential customers of Akanda post-Transaction may choose not to expend the amounts that Akanda post-Transaction anticipates based on its expectations with respect to the addressable market for the services offered. There could also be a number of other effects from adverse general business and economic conditions on the business of Akanda post-Transaction, including insolvency of any of third-party suppliers or contractors, decreased market confidence, decreased interest in communications solutions, decreased discretionary spending and reduced customer demand for the services offered, any of which could have a Material Adverse Effect on the business, financial condition and results of operations.

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The discontinuation of our cannabis business may

On September 24, 2026, our Board of Directors

Board of Directors determined that the Company would no longer pursue the cultivation of cannabis or any future cannabis-related businesses, including the planned development of THC and CBD facilities at the BC Property. As a result, we declined to pay the next option payment due under the BC Option Agreement, and our right to acquire or use the BC Property under the BC Option Agreement has been terminated. The Company had not cultivated any product from the BC Property prior to this termination.

The Company had not cultivated any product from the BC Property prior to this termination.

Accordingly, investors should not factor in the

not factor in the prospects, revenue potential, growth expectations, or any other anticipated contributions of our former cannabis segment when evaluating the Company. Any prior disclosures, forward-looking statements, projections, or expectations relating to our cannabis cultivation, manufacturing, or distribution operations, including any statements regarding anticipated revenues, market opportunities, regulatory approvals, licensing, product development, or expansion in the cannabis industry, are no longer relevant to the Company's future performance and should not be relied upon. The Company's business scope is now substantially narrower than previously disclosed, and our future results of operations will not reflect the contributions we previously anticipated from our cannabis segment.

Furthermore, The discontinuation of our cannabis

our cannabis business may result in residual costs, liabilities, and other adverse consequences. We may incur wind-down costs related to the termination of the BC Option Agreement, including any remaining contractual obligations or payments that may be due, which may be substantial. We may also face stranded costs related to prior investments in the cannabis segment, including the option payments and milestone payments we previously made under the BC Option Agreement totaling approximately $3.6 $2.6 million. In addition, we may incur administrative costs associated with exiting the cannabis business. We will also lose the benefit of the hemp license we obtained from Health Canada in September 2024, which required the payment of a $750,000 milestone payment.

Furthermore, the discontinuation

of our cannabis segment may negatively affect the Company's reputation and relationships with investors, partners, and other stakeholders who invested in or engaged with the Company based on our previously disclosed cannabis business strategy. Our decision to exit the cannabis industry represents a significant strategic shift. The Company's future success is now substantially dependent on its First Towers subsidiary and any other business targets it may pursue, and there can be no assurance that these businesses will be successful or will compensate for the loss of our cannabis segment. As a result, our overall business risk profile has changed materially, and investors should evaluate the Company solely on the basis of our continuing operations, principally our telecommunications infrastructure business through First acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial condition. Towers.

acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial condition.

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

A successful challenge could potentially result in payments to the relevant tax authority of substantial amounts that could have a material adverse effect on our financial condition and results of operations.

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subsidiaries) are a PFIC for any taxable year during which a U.S. Holder owns Series A Preferred Shares or Common Shares, certain adverse U.S. federal income tax considerations could apply to such U.S. Holder, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. The determination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules that are subject to differing interpretations. In addition, the determination of whether a corporation will be a PFIC for any taxable year generally can only be made after the close of such taxable year. Therefore, it is possible that we could be classified as a PFIC for our initial taxable year or in future years due to changes in the nature of our business, composition of our assets or income, as well as changes in our market capitalization. In particular, our PFIC status will depend, in part, on the amount of cash that we raise in this offering and how quickly we utilize the cash in our business. Based upon the foregoing, it is uncertain whether we will be a PFIC for our current taxable year or any future taxable year. We have not determined, if we (or any of our non-U.S. subsidiaries) were to be classified as a PFIC for a taxable year, whether we will provide information necessary for a U.S. Holder to make a "qualified electing fund" election which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs. Accordingly, U.S. Holders should assume that they will not be able to make a qualified electing fund election with respect to our Series A Preferred Shares or Common Shares. The PFIC rules are complex, and each U.S. Holder should consult his, her or its own tax advisor regarding the PFIC rules, the elections which may be available, and how the PFIC rules may affect the U.S. federal income tax considerations relating to the acquisition, ownership, conversion and disposition of our the Series A Preferred Shares and of the Common Shares received upon conversion of, or as dividends on, the Series A Preferred Shares.

U.S. Holders may be required to recognize

income, and may be subject to Canadian withholding tax, without receiving cash.

Dividends on the Series A Preferred Shares

may be paid in Common Shares, which generally will be taxable to U.S. Holders in an amount equal to the fair market value of the shares received. In addition, adjustments to the Conversion Price, including full-ratchet adjustments and resets following share combinations, and the conversion of accrued and unpaid dividends, may result in deemed distributions taxable to U.S. Holders even though they receive no cash. Canadian withholding tax may apply to such dividends and, where applicable, may be satisfied from other cash or by the sale of Common Shares otherwise deliverable to the holder. See " Certain Tax Considerations ."

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holder of pre funded warrants purchased in this offering will have no rights as a common shareholder until such holder exercises its pre-funded warrants and acquires our Common Shares.

a holder of pre-funded warrants acquires the Common Shares upon exercise of the pre-funded warrants, as applicable, a holder of pre-funded warrants will have no rights with respect to the Common Shares underlying such pre-funded warrants, except as set forth in the pre-funded warrants. Upon exercise of the pre-funded warrants, the holder will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.

pre-funded warrants are speculative in nature.

pre-funded warrants do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price. Specifically, holders of the pre-funded warrants may exercise their right to acquire Common Shares and pay an exercise price of $0.0001 per share, subject to certain adjustments, commencing immediately upon issuance. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the pre-funded warrants, and consequently, it may not ever be profitable for holders of the pre-funded warrants to exercise the pre-funded warrants.

our share price fluctuates, you could lose a significant part of your investment.

you purchase our securities in this offering, you will incur immediate and substantial dilution in the book value of your investment If you purchase our Common Purchasers of Series A Preferred Shares or pre-funded warrants in this offering you will may experience immediate and substantial dilution as upon conversion. Assuming the offering price conversion of our Common all 10,000 Series A Preferred Shares will be substantially greater than the as adjusted net tangible book value offered hereby at an assumed conversion price of US$0.884 per Common Share before giving effect to this offering. Accordingly, after giving effect (equal to the sale by us of all 85% of the shares in this offering at an offering closing price of US$1.38 per our Common share, Shares on The Nasdaq Capital Market on November 2, 2026), after deducting the financial advisor fees underwriter discounts and commissions and estimated offering expenses payable by us, and assuming no pre-funded warrants are issued in this offering, if you purchase the common shares in this offering, you will purchasers would incur immediate substantial dilution of approximately $0.805 US$0.687 per Common Share, representing the difference between the offering assumed conversion price per common share and our pro forma as adjusted net tangible book value per Common Share as of December 31, 2025. To the extent the Series A Preferred Shares are converted at a lower Market Price (which may be as low as the Floor Price), or we pay dividends in Common Shares, shareholders will experience additional dilution. For a further description of the dilution that you will experience immediately after this offering, see the section titled " Dilution " beginning on page 38 39 of this prospectus.

There is no public market for the pre-funded warrants being offered in this offering. Series

A Preferred Shares being offered in this offering.

There is no established

is no established public trading market for the pre-funded warrants Series A Preferred Shares being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants Series A Preferred Shares on any securities exchange or nationally recognized trading system. Without an active market, the liquidity of the pre-funded warrants Series A Preferred Shares will be limited.

The variable conversion price and anti-dilution

protections of the Series A Preferred Shares could result in substantial dilution to our shareholders and may depress the market price of our Common Shares.

The Series A Preferred

Shares are convertible at the lower of a fixed Conversion Price and a Market Price equal to 85% of recent trading prices of our Common Shares, subject to a Floor Price, assumed to be $0.208, and the Conversion Price is subject to full-ratchet reduction upon certain dilutive issuances and to reset following share combination events. Because the number of Common Shares issuable upon conversion increases as the market price of our Common Shares declines toward the Floor Price, the number of Common Shares issuable upon conversion of the Series A Preferred Shares could be substantially greater than the 11,312,217 Common Shares registered hereby for issuance upon conversion, which is based on an assumed conversion price of $0.884. At the assumed Floor Price, up to 48,076,923 Common Shares could be issued upon conversion of the aggregate Stated Value of the Series A Preferred Shares, which would represent approximately 2,013% of our 2,388,212 Common Shares outstanding as of November 2, 2026. If conversions require more Common Shares than are registered hereby, we may be required to file one or more additional registration statements, and any failure to maintain an effective registration statement for the Conversion Shares could result in an Event of Default. Holders who convert and resell Common Shares may place downward pressure on the price of our Common Shares, which in turn may lower the Market Price and increase the number of Common Shares issuable upon further conversions. In addition, holders of Series A Preferred Shares vote together with holders of our Common Shares on an as-converted basis, which may dilute the voting power of our existing shareholders.

Our obligations under the Series A Preferred

Shares, including mandatory dividends, redemption premiums and restrictive covenants, could adversely affect our liquidity, financial condition and ability to raise additional capital.

The Series A Preferred Shares are entitled to mandatory monthly dividends at an annual rate of 10% of their Stated Value, payable in cash or Common Shares. If we elect to redeem the Series A Preferred Shares, we must pay 120% of the greater of the Conversion Amount and the as-converted value of the shares based on the highest closing sale price of our Common Shares during the redemption period. So long as the Series A Preferred Shares are outstanding, we are restricted from incurring indebtedness other than Permitted Indebtedness and liens other than Permitted Liens, and we may not issue senior or parity shares of another class without the consent of the Required Holders. The Share Terms also contain broad Events of Default, including breaches that would result in a Material Adverse Effect, a Floor Price Event and our entry into an agreement to effect a Change of Control or Fundamental Transaction (each as defined in the Share Terms), some of which may be outside our control. The Series A Preferred Shares also rank senior to our Common Shares with respect to dividends and liquidation. Our ability to pay dividends and redemption amounts is also subject to the solvency tests under the OBCA, and if we are unable to pay a dividend when due, an Event of Default will occur. These terms may limit our flexibility to finance our operations and pursue strategic transactions, and may reduce the amounts available to holders of our Common our share price fluctuates, you could lose a significant part of your investment.

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We may issue additional securities.

securities. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing shareholders. We may sell Common Shares, convertible securities, and other equity securities, or convert existing indebtedness into equity, in one or more transactions at prices and in a manner as we may determine from time to time. If we issue or sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Common Shares.

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Our success is dependent upon

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

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Use of proceeds 5 changes

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receive approximately $14,550,000 $9,625,000 in net proceeds from the sale of 10,869,565 Common 10,000 Series A Preferred 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 $225,000 payable by us. We will not receive any additional proceeds from this offering for capital expenditures, operating capacity, working capital, general corporate purposes and upon the refinancing or repayment conversion of existing indebtedness. the Series A Preferred Shares.

We intend to use the net

proceeds from this offering for capital expenditures, operating capacity, working capital, general corporate purposes and the refinancing or repayment of existing indebtedness.

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We may apply a portion of the net proceeds from this offering to repay a portion of the principal under this Convertible Promissory Note; however, we have not determined as of the date of this prospectus whether to do so, or if we do, the amount of any such repayment.

1 unchanged paragraph

We may apply a portion of the net proceeds from this offering to repay a portion of the principal under this Convertible Promissory Note; however, we have not determined as of the date of this prospectus whether to do so, or if we do, the amount of any such repayment.

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Capitalization 9 changes

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on a pro forma basis to give effect to

a pro forma, as adjusted, basis to give effect to the above and the issuance of 10,869,565 Common Shares in this offering at an assumed public offering price of $1.38 per Common Share, assuming no sales of pre-funded warrants, which, if sold, would reduce the number of Common Shares that we are offering on a one-for-one basis, after deducting underwriter discounts and commissions and estimated offering expenses payable by us, as set forth in this prospectus.

a pro forma basis to give effect to (i) the issuance and sale of $7.0 million of the January Notes and subsequent conversion into 2,388,212 Common Shares; and (ii) the Company's January 12, 2026 5-for-1 reverse stock split and April 13, 2026 4.5-for-1 reverse stock split (together, the " Pro Forma Event "); and a pro forma, as adjusted, basis to give effect to the above and the issuance of 10,000 Series A Preferred Shares in this offering for gross proceeds of $10,000,000, assuming no conversion of the Series A Preferred Shares and assuming the Series A Preferred Shares are classified as equity, after deducting underwriter discounts and commissions and estimated offering expenses payable by us, as set forth in this prospectus.

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Retained earnings (accumulated deficit)

Other comprehensive income

Non-controlling interest

Total shareholders' equity

Total capitalization

Series A Convertible Voting Preferred Shares (10,000 issued and authorized) $ - $ - $ 9,625,000 Retained earnings (accumulated deficit) $ (57,438,005 ) $ (107,034,016 ) $ (107,034,016 ) Reserves $ 3,370 $ 3,370 $ 3,370 Other comprehensive income $ (2,304,665 ) $ (2,304,665 ) $ (2,304,665 ) Non-controlling interest $ (1,205,363 ) $ (1,205,363 ) $ (1,205,363 ) Total shareholders' equity $ (11,990,437 ) $ (6,929,070 ) $ 2,695,930 Total capitalization $ 6,195,555 $ 8,670,049 $ 18,295,049

Dilution 12 changes

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book value per share represents the difference between the effective price per Common Share paid by purchasers in this offering, assuming conversion of the Series A Preferred Shares, and the net tangible book value per share of our common shares immediately after this offering.

book value per share represents the difference between the offering price per share paid by purchasers in this offering and the net tangible book value per share of Our common shares immediately after this offering. Our pro forma net tangible book value as of December 31, 2025, was approximately US$(6,929,070), or approximately US$(2.901) per share, on a pro forma basis to give effect to the transactions described under " Capitalization " above. Pro Forma Events. After giving effect to the sale by us of all of the 10,000 Series A Preferred Shares in this offering for gross proceeds of US$10,000,000 and the conversion of all such Series A Preferred Shares into 11,312,217 Common Shares at an offering assumed conversion price of US$1.38 US$0.884 per Common Share (equal to 85% of the closing price of our Common Shares on November 2, 2026), after deducting the financial advisor fees underwriter discounts and commissions and estimated offering expenses payable by us, and assuming no pre-funded warrants are issued in this offering, issuance of Dividend Shares, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$8,070,930, US$2,695,930, or approximately US$0.575 US$0.197 per common share. This represents an immediate increase of US$3.476 US$3.098 in net tangible book value per share to our existing shareholders and an immediate dilution of US$0.805 US$0.687 per share to purchasers of securities in this offering. The following table illustrates this per share dilution:

conversion price per Common Share

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forma net tangible book value per share as of December 31, 2025 (2.901 in net tangible book value per share attributable to new investors forma as adjusted net tangible book value per share as of December 31, 2025, after giving effect to the offering per share to new investors in the offering table are based on 440,775, 2,388,212, and 13,257,777 13,700,429 shares outstanding as of December 31, 2025 on an actual, pro forma, and pro forma as adjusted basis, respectively, with the pro forma as adjusted amount assuming the conversion of all Series A Preferred Shares offered hereby at an assumed conversion price of US$0.884 per Common Share, and excludes:

● Up to 36,764,706 additional Common Shares issuable upon

conversion of the Series A Preferred Shares issued in this offering at an assumed floor price of $0.208 per share (equal to 20% of the closing price of our Common Shares on November 2, 2026).

● Common Shares, if any, issued in payment of dividends on

the Series A Preferred Shares.

● Common Shares reserved for future issuance under our equity incentive plans, as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under such plans.

● Common Shares underlying our Class A Special Shares, convertible on a one-for-one basis.

● Common Shares underlying our Class B Special Shares, convertible on a one-for-one basis.

● Common Shares underlying the Dunstan Note and the PGC Note.

MD&A 48 changes

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On August 26, 2025, January 12, 2026, and April 13, 2026, Akanda implemented a 1-for-3.125 Reverse Stock Split, a 1-for-5 Reverse Stock Split and a 1-for-4.5 Reverse Stock Split on its common shares, respectively.

On August 26, 2025, January

12, 2026, and April 13, 2026, Akanda implemented a 1-for-3.125 Reverse Stock Split, a 1-for-5 Reverse Stock Split and a 1-for-4.5 Reverse Stock Split on its common shares, respectively. No fractional shares were issued in connection with the Reverse Stock Splits. Any fractional shares resulting from the Reverse Stock Splits were rounded to the nearest whole number. All share and per share data in this management's discussion and analysis and the Financial Statements for the years ended December 31, 2025 and 2024 and the six months ended June 30, 2026 and 2025 have been retroactively restated to reflect the effect of the Reverse Stock Splits.

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Accordingly, we declined

Accordingly, we declined to pay the next option payment due under the amended and restated option to purchase agreement with 1107385 B.C. LTD., as further amended on September 24, 2025 (the " BC Option Agreement "), pursuant to which we originally acquired an option to purchase the BC Property. As a result, the Company's right to acquire or use the BC Property under the BC Option Agreement has been terminated. The Company had not cultivated any product from the BC Property.

The Company had not cultivated any product from the BC Property.

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Six Months Ended June 30, 2026 Compared to the Six Months Ended June

Months Ended June 30, 2026 Compared to the following table sets Six Months Ended June 30, 2025 forth key components of Akanda Group's results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

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Loss per share from continuing operations – basic and diluted

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personnel expenses of $820,127 $512,657 for the six months ended June 30, 2026 compared to $226,822 for 2025. The increase in personnel expenses was due to the change in management and increase in key personnel during the current period as compared to the same period in the prior year.

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general and administration expenses of $3,652,167 and $315,859 for the six months ended June 30, 2026 and 2025, respectively. These costs consisted mainly of IR related expenses and 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.

During the six months ended June 30, 2026, these costs increased compared to the same period in the prior year which was mainly due to increased marketing and promotional activities of Akanda Group and also the result of the acquisition of First Towers in August 2025.

The Akanda Group incurred

general and administration expenses of $3,652,167 and $315,859 for the six months ended June 30, 2026 and 2025, respectively. These costs consisted mainly of IR related expenses and 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. During the six months ended June 30, 2026, these costs increased compared to the same period in the prior year which was mainly due to increased marketing and promotional activities of Akanda Group and also the result of the acquisition of First Towers in interest expenses of $825,409 $820,127 for the six months ended June 30, 2026 compared to interest expense of $17,749 for 2025. The increase in expenses during the six months ended June 30, 2026 was mainly due to a large amount of interest paid or accrued from secured promissory notes, secured convertible debentures and loans assumed by Akanda Group as a result of the acquisition of First Towers as compared to the same period in the prior year when we did not own First Towers.

1 unchanged paragraph

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.

months ended June 30, 2026 was $nil compared to $38,116 for 2025. The decrease was mainly due to the elimination of the interest receivable for a bridge loan the Company made to First Towers in 2024 as a result of its acquisition in 2025 and derecognition of Canmart's interest receivable for a bridge loan to Cellen Life Sciences Limited and Cellen Biotech Limited pursuant to the Company ceasing its UK operation. (loss) is recognized on the translation of the consolidated financial statements from their functional currencies to United States Dollar.

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For the six months ended June

June 30, 2026 and 2025, respectively, the Akanda Group incurred a net loss of $6,246,310 and $815,001, respectively, and a comprehensive loss of $5,798,028 and $692,857, respectively, which consisted primarily of depreciation and amortization of $211,168 and $84,788, respectively, consulting and professional fee expenses of $518,867 and $863,287, respectively, personnel expenses of $512,657, and $226,822, respectively, general and administrative expenses of $3,652,167 and $315,859, respectively, and gain from discontinued operation of $nil and $589,292, respectively. The significant increase in loss for the six months ended June 30, 2026 as compared to the same period in the prior year was mainly due to the higher operating results of Akanda Group incurred during the six months ended June 30, 2026.

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To the extent that revenue

To the extent that revenue generated by First Towers, and funds previously 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 our revenues will increase or 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.

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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 periods, and we do not currently have any contractual obligations for ongoing capital expenditures.

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(iv) On March 27, 2024, pursuant to an underwriting agreement entered with Univest Securities, LLC (" Univest ") as the underwriter on March 25, 2024, the Company announced closing of underwritten public offering with the issuance of 548 common shares at a purchase price of $684.56 per share and prefunded warrants to purchase 8,866 common shares at a price of $684.00 per share for gross proceeds of $5,000,000. The prefunded warrants are immediately exercisable for $0.56 per share and may be exercised at any time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the prefunded warrant. All of the pre-funded warrants have been exercised in accordance with their terms.

(v) On May 17, 2024, pursuant to the securities purchase agreement entered with DRNK Beverage Corp. on the same day, the Company announced the first closing of a registered direct offering with the issuance of 442 common shares at a purchase price of $579.94 per share and prefunded warrants to purchase 3,867 common shares at a price of $579.38 per share for gross proceeds of $2,500,000. The prefunded warrants are immediately exercisable for $0.56 per share and may be exercised at any time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the prefunded warrant. All of the pre-funded warrants have been exercised in accordance with their terms.

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During the year ended December 31,

During the year ended December 31, 2024, Akanda Group received additional loans of $110,236 for its capital as well as working capital needs, of which $44,954 was advances from related parties. No new short term loans were received during the year ended December 31, 2025.

Cash Flows - Six Months Ended June 30, 2026

2026 Compared to the Six Months Ended June 30, 2025

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For the six months ended June

June 30, 2026, Akanda Group's cash flow from operating activities increased by $2,819,072 due to higher corporate expenses incurred mainly from IR related expenses recognized during the current period as well as changes in working capital relating to increase in accounts receivable, decrease in prepayments, increase in trade and other payables and increase in due to related parties.

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No new loans were received

No new loans were received during the six months ended June 30, 2026 and 2025.

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Contractual Obligation

On June 30, 2026, Akanda Group was committed to minimum lease payments as follows:

Group was committed to minimum lease payments as follows:

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a 4.5-for-1 reverse stock split on its ordinary shares. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number. All share and per share data in these consolidated financial statements have been retroactively restated to reflect the effect of the reverse stock split.

Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number. All share and per share data in these consolidated financial statements have been retroactively restated to reflect the effect of the reverse stock split.

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June 30, 2026 and as of October 13, November 2, 2026, pursuant to the conversion of approximately $7.35 million of principal amount and interest of the January Notes, Akanda issued a total of 1,853,828 common shares.

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a result of the sale of the January Notes, cash on hand and revenues from the Company's First Tower subsidiary, as of June 30, 2026, the Company had approximately $755,238 in cash and cash equivalents; and the Company believes such amount, with expected future revenues, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for up to approximately maturity date of each January Note is the 12-month anniversary of the issuance date of such January Note, and is the date upon which the principal amount, as well as any other fees, shall be due and payable. The January Notes bear interest at a rate of 10% per annum.

Each January Investor has the right, at

at any time, to convert all or any portion of the then outstanding and unpaid principal amount and interest if any (including any costs, fees, and charges) into the Company's Common Shares, at a conversion price the " January Note Conversion Price ") equal to the lower of (i) $5.715 per share the " Initial January Note Conversion Price, "), (ii) 85% of the VWAP (as defined in the January Notes) of the Common Shares during the five consecutive Trading Day (as defined in the January Notes) period ending and including the Trading Day immediately preceding the delivery of the Conversion Notice (as defined in the January Notes); or (iii) 85% of the Closing Sale Price (as defined in the January Notes) on the Trading Day prior to the Conversion Notice being submitted; provided, however, that in no event shall the January Note Conversion Price equal a price per share that is less than $1.125.

As of October 13, November 2, 2026, the January

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Research and Development, Patents and Licenses

Because we ceased our European

Because we ceased our European operations, only recently acquired First Towers and should still be considered in the startup phase, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this prospectus to not be indicative of future operating results or financial condition.

1 unchanged paragraph

Please refer to Note 3 of

Please refer to Note 3 of Akanda Group's audited consolidated financial statements and unaudited condensed interim consolidated financial statements included in this prospectus.

Business 7 changes

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To date, we made certain of

of the milestone payments under the BC Option Agreement and obtained a hemp license from Health Canada in September 2024, although we have not cultivated any product from the BC Property. On September 24, 2026, we determined that we were no longer going to pursue the cultivation of cannabis or any future cannabis-related businesses. See " Cessation of Cannabis Business " below.

15 unchanged paragraphs

Accordingly, we declined to

to pay the next option payment due under the BC Option Agreement, pursuant to which we originally acquired an option to purchase the BC Property. As a result, the Company's right to acquire or use the BC Property under the BC Option Agreement has been terminated.

As a result, the Company's right to acquire or use the BC Property under the BC Option Agreement has been terminated. The Company had not cultivated any product from the BC Property.

12 unchanged paragraphs

Each of the PGC Note and the

the Dunstan Note (collectively, the " Notes ") has a maturity date of August 19, 2031, has an interest rate of 8-1/2% per annum payable semiannually in arrears, and are secured by all of the assets of the Company. The Notes are subject to customary events of default.

4 unchanged paragraphs

Legal proceedings 2 changes

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Bhushan filed a Notice of Civil Claim in the Supreme Court of British Columbia against Akanda alleging constructive dismissal and claiming severance pay, general damages, aggravated and punitive damages, and allegedly unpaid salary and bonus. He also seeks special costs. Mr. Bhushan has named Akanda directors and former directors Jatinder Dhaliwal, Katharyn Field, David Jenkins, and Harvinder Singh as defendants, whom he alleges are personally liable for unpaid wages.

Mr. Bhushan has named Akanda directors and former directors Jatinder Dhaliwal, Katharyn Field, David Jenkins, and Harvinder Singh as defendants, whom he alleges are personally liable for unpaid wages.

5 unchanged paragraphs

Principal stockholders 6 changes

1 unchanged paragraph

The following table sets

following table sets forth information about the beneficial ownership of our Common Shares as of October 13, November 2, 2026 by:

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ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) are based on 2,388,212 Common Shares outstanding as of October 13, November 2, 2026.

2 unchanged paragraphs

Percentage of Common Shares Beneficially Owned

1 unchanged paragraph

Number of Common Shares Beneficially Owned

2 unchanged paragraphs

All executive officers and directors as a group (1)(2)(3)

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Related-party transactions 189 changes

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For the fiscal year ended December 31,

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d. The Company has the following loans transactions with Halo, a company controlled by Katharyn Field, the former executive director and former interim CEO of Akanda:

8 unchanged paragraphs

● Pursuant to the Bridge Loan Agreement, the Company shall also advance to First Towers a $1,000,000 loan on the same terms as the existing Loan Agreement. As of December 31, 2025, the Company lent out a total of $423,000. As at December 31, 2025, the loan receivable balance including interest was terminated in consolidation as of the closing of the First Towers Transaction on August 21, 2025.

2 unchanged paragraphs

On February 23, 2024, Mr. Bhushan filed a Notice of Civil

Mr. Bhushan filed a Notice of Civil Claim in the Supreme Court of British Columbia against Akanda alleging constructive dismissal and claiming severance pay, general damages, aggravated and punitive damages, and allegedly unpaid salary and bonus. He also seeks special costs. Mr. Bhushan has named Akanda directors or former directors, as the case may be, Jatinder Dhaliwal, Katharyn Field, David Jenkins, and Harvinder Singh as defendants, whom he alleges are personally liable for unpaid wages.

12 unchanged paragraphs

As of the date of this

As of the date of this prospectus, the Company has approximately 2,388,212 Common Shares issued and outstanding, 6,441 no Class A Special Shares authorized issued and outstanding (all of which had 6,441 Class A Special Shares previously issued having converted into Common Shares as of June 8, 2026), 244,814 Class B Special Shares issued and outstanding, and no Preferred Shares issued and outstanding.

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The holders of the Class A

A Special Shares are entitled to one vote for each Class A Special Share held at all meetings of shareholders of the Corporation and vote as a single class with the holders of the Common Shares and the Class B Special Shares, other than meetings at which only the holders of another class or series of shares are entitled to vote separately as a class or series, provided that the holders of Class A Special Shares may not cast a vote in respect of a resolution intended to allow the Corporation to issue Class B Special Shares pursuant to the transactions contemplated in the SEA in accordance with applicable Nasdaq Listing Rules.

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following is a summary of the material terms and provisions of the pre-funded warrants that are being offered hereby. This summary is subject to and qualified in its entirety by the form of pre-funded warrants filed as an exhibit to this registration statement or as an exhibit to a Current Report on Form 6-K in connection with this offering.

pre-funded warrant offered hereby will have an initial exercise price per share equal to $0.0001. The pre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise price and number of Common Shares issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Shares and the exercise price.

pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of Common Shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the pre-funded warrants to the extent that the holder would own more than 4.99% of the outstanding Common Shares immediately after exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares after exercising the holder's pre-funded warrants up to 9.99% of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to those purchasers to have the initial exercise limitation set at 9.99% of our outstanding Common Shares.

to applicable laws, the pre-funded warrants are separately tradeable immediately after issuance at the option of the holders and may be transferred at the option of the holders upon surrender of the pre-funded warrants to us together with the appropriate instruments of transfer.

is no established public trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for listing of the pre-funded warrants on any securities exchange or trading system. Without an active market, the liquidity of the pre-funded warrants will be limited.

the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our common share is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding Common Shares, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding Common Shares, then, upon any subsequent exercise of the pre-funded warrants, the holders of the pre-funded warrants will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of Common Shares then issuable upon exercise of the pre-funded warrants.

at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the pre-funded warrants, the holder may only exercise the pre-funded warrants on a cashless basis. When exercised on a cashless basis, a portion of the pre-funded warrants is cancelled in payment of the purchase price payable in respect of the number of Common Shares purchasable upon such exercise.

as otherwise provided in the pre-funded warrants or by virtue of a holder's ownership of Common Shares, the holders of the pre-funded warrants do not have the rights or privileges of holders of our Common Shares, including any voting rights, until they exercise their pre-funded warrants.

provisions of each pre-funded warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

fractional shares or scrip representing fractional shares shall be issued upon the exercise of the pre-funded warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall or shall cause, at our option, the payment of a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price of the pre-funded warrants per whole share or round such fractional share up to the nearest whole share.

Series A Convertible Voting Preferred Shares

Warrants to be Issued in this Offering

The following is a summary

of the material terms and provisions of the Series A Convertible Voting Preferred Shares (the " Series A Preferred Shares ") being offered hereby. This summary is subject to and qualified in its entirety by the rights, privileges, restrictions and conditions attaching to the Series A Preferred Shares (the " Share Terms "), which will be set forth in articles of amendment to our Articles filed under the Business Corporations Act (Ontario) (the " OBCA "), the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Capitalized terms used but not defined in this summary have the meanings given to them in the Share Terms. The Share Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Our Board of Directors

has designated 10,000 of our authorized Preferred Shares as Series A Convertible Voting Preferred Shares, which number may not be increased without the written consent of all holders of the Series A Preferred Shares, in addition to any approval or filing required under the OBCA. Each Series A Preferred Share has no par value and a stated value of $1,000 (the " Stated Value "). We are offering 10,000 Series A Preferred Shares in this offering, having an aggregate Stated Value of $10,000,000.

Each Series A Preferred

Share is entitled to a mandatory monthly dividend at an annual rate equal to 10% of its Stated Value, with the dividend for each full calendar month equal to one-twelfth of that amount, payable monthly in arrears on the first calendar day of each calendar month in either cash or Common Shares, with the first such payment date being January 1, 2027. The declaration and payment of each such dividend, whether in cash or Common Shares, is subject to the OBCA, including section 38 thereof, and to requisite action of our Board of Directors, which is required to take such action except to the extent the declaration or payment is prohibited by the OBCA. Common Shares issued in payment of dividends are not being registered under the registration statement of which this prospectus forms a part. Accrued and unpaid dividends are included in the Conversion Amount of the Series A Preferred Shares. In addition, subject to the prior rights of holders of any class of shares having prior rights as to dividends, holders are entitled to receive such dividends as may be declared from time to time by our Board of Directors out of assets legally available therefor. Holders are also entitled to participate, on an as-converted basis (without regard to conversion limitations, but subject to the Beneficial Ownership Limitation), in any dividend or other distribution of our assets to holders of Common Shares.

Except as otherwise required

by applicable law or the Share Terms, holders of Series A Preferred Shares are entitled to vote together with the holders of Common Shares on all matters submitted to a vote of our shareholders, with each Series A Preferred Share entitled to a number of votes equal to the number of Common Shares into which it would be convertible as of the applicable record date (calculated as if converted on such record date, using the Market Price as of such record date), subject to the Beneficial Ownership Limitation described below. These limitations do not restrict any right of the holders to vote separately as a class or series under the OBCA, including section 170 thereof. In addition, so long as any Series A Preferred Shares are outstanding, we may not, without the affirmative vote or written consent of the holders of a majority of the then-outstanding Series A Preferred Shares (the " Required Holders "), (a) alter or change adversely the powers, preferences or rights of the Series A Preferred Shares or alter or amend the Share Terms, (b) amend our Articles or other charter documents in any manner that adversely affects any rights of the holders, or (c) enter into any agreement with respect to any of the foregoing. Any such consent of the Required Holders is a contractual protective consent in addition to, and not in lieu of, any approval of our Board of Directors, special resolution, separate class or series vote, articles of amendment or other approval required under the OBCA or our Articles.

Liquidation Preference

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, holders of Series A Preferred Shares are entitled to receive, out of our assets available for distribution to shareholders after payment or provision for our debts and other liabilities and subject to the prior rights of any senior-ranking shares, the greater (but not both) of (a) the aggregate Stated Value of their Series A Preferred Shares, payable in preference and priority to any distribution to holders of Common Shares, and (b) the amount they would receive if their Series A Preferred Shares were fully converted (disregarding any conversion limitations) into Common Shares, calculated on the basis of participation pari passu with holders of Common Shares. If such assets are insufficient to pay these amounts in full and the full preferential amounts payable to holders of any Parity Shares, such assets will be distributed ratably among such holders in proportion to the full amounts otherwise payable to them. We are required to give holders at least 45 days' prior written notice of any such liquidation.

Each Series A Preferred

Share is convertible, at any time and from time to time on or after the original issue date, at the option of the holder, into a number of Common Shares (the " Conversion Shares ") determined by dividing the Stated Value of such Series A Preferred Share by the lower of (i) the Conversion Price and (ii) the Market Price, provided that in no event will such lower price be less than the Floor Price, which is assumed to be $0.208 (20% of the closing price of our Common Shares on November 2, 2026). The " Conversion Price " is $[●], which will equal 85% of the Nasdaq official closing price of our Common Shares on the Trading Day immediately prior to the filing of the articles of amendment designating the Series A Preferred Shares, rounded up to the nearest $0.01, subject to adjustment as described below. The " Market Price " as of any conversion date is the lower of (i) 85% of the VWAP of our Common Shares during the five consecutive Trading Day period ending on and including the Trading Day immediately preceding delivery of the notice of conversion and (ii) 85% of the Closing Sale Price of our Common Shares on the Trading Day prior to submission of the notice of conversion. We are registering 11,312,217 Conversion Shares, which is the number of Common Shares issuable upon conversion of the aggregate Stated Value of all 10,000 Series A Preferred Shares offered hereby at an assumed conversion price of $0.884 (85% of the closing price of our Common Shares on November 2, 2026), excluding any Conversion Shares issuable in respect of accrued and unpaid dividends. If the Series A Preferred Shares are converted at a lower price, the number of Conversion Shares issuable could be as high as 48,076,923 at the assumed Floor Price, and we may be required to register additional Common Shares.

We will not effect any

conversion of the Series A Preferred Shares, and a holder will not have the right to convert any portion of its Series A Preferred Shares, to the extent that, after giving effect to such conversion, the holder (together with its affiliates and any persons acting as a group with the holder or any of its affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any Series A Preferred Shares, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the conversion (the " Beneficial Ownership Limitation "). A holder may increase or decrease the Beneficial Ownership Limitation upon notice to us, provided that the Beneficial Ownership Limitation may not exceed 9.99%, and any increase will not be effective until the 61st day after such notice is delivered to us. The Beneficial Ownership Limitation also limits the number of votes that may be cast in respect of the Series A Preferred Shares.

Adjustments to Conversion Price

The Conversion Price is

subject to proportional adjustment for share dividends, share splits, share combinations (including reverse share splits) and reclassifications of our Common Shares. In addition, subject to exceptions for Excluded Securities, if we issue or sell, or are deemed to issue or sell (including through the issuance of options or convertible securities), Common Shares at a price per share less than the Conversion Price then in effect, the Conversion Price will be reduced to such lower price. If we effect any share split, share dividend, share combination, recapitalization or similar transaction involving our Common Shares and the Event Market Price (the average of the five lowest VWAPs of our Common Shares during the 15 consecutive Trading Day period ending on the Trading Day immediately preceding the 16th Trading Day after such event) is less than the Conversion Price then in effect, the Conversion Price will be reduced to the Event Market Price on such 16th Trading Day. Subject to Nasdaq rules, we may also, with the prior written consent of the Required Holders, voluntarily reduce the Conversion Price for any period. No adjustment will increase the Conversion Price.

At any time, we have the right to redeem all, but not less than all, of the outstanding Series A Preferred Shares in cash at a price equal to 120% of the greater of (i) the sum of the Stated Value plus all accrued and unpaid dividends and other amounts owing to such holder (the " Conversion Amount ") being redeemed and (ii) the product of (1) the Conversion Rate with respect to such Conversion Amount (determined using the Market Price as of the redemption date) multiplied by (2) the greatest closing sale price of our Common Shares on any Trading Day during the period beginning on the date immediately preceding the redemption notice date and ending on the Trading Day immediately prior to the date we make the entire redemption payment. We must deliver an irrevocable redemption notice (which may be conditioned upon the consummation of a refinancing or going-private transaction) to all holders, and the redemption date may not be less than 20 Trading Days after the notice date. Holders may convert their Series A Preferred Shares until the redemption price is paid in full. Any redemption payment is subject to section 32 of the OBCA, and we will not be required to make any redemption payment prohibited by that section. We may not effect an optional redemption if any Event of Default has occurred and is continuing.

Each of the following

constitutes an " Event of Default " under the Share Terms: (i) our failure to pay any dividend when due; (ii) our breach of any material covenant or other term or condition of the Share Terms, the Transaction Documents or any other material agreement that, if subject to cure, continues for ten calendar days after notice from the holder; (iii) any material representation or warranty made by us in the Share Terms, the Transaction Documents or any material agreement being false or misleading when made and not cured within ten calendar days; (iv) a default under, redemption of or acceleration prior to maturity of at least $500,000 of indebtedness of the Company or any of our subsidiaries, other than Permitted Indebtedness, subject in certain cases to a five Trading Day cure period; (v) certain bankruptcy, insolvency and similar events; (vi) our or any subsidiary's breach of any representation, warranty, covenant or other term of any Transaction Document, subject to any applicable grace period, where such breach would result in a Material Adverse Effect; (vii) the lapse or unavailability of the registration statement covering the Conversion Shares for five consecutive days or for more than an aggregate of ten calendar days in any 365-day period; (viii) the suspension (or threatened suspension) from trading or failure (or threatened failure) of our Common Shares to be trading or listed on an Eligible Market for five consecutive Trading Days, other than as publicly disclosed by us as of the original issue date; (ix) our failure to cure a Conversion Failure within five Trading Days after the applicable conversion date, or our notice of our intention not to comply with a valid conversion request; (x) the occurrence of a Floor Price Event (the closing price of our Common Shares being below the Floor Price, assumed to be $0.208) on any five Trading Days during any ten consecutive Trading Day period; and (xi) the occurrence of, or our entry into any agreement to effect, a Change of Control or Fundamental Transaction (which in each case excludes the First Towers Transaction).

Except to the extent the

Required Holders expressly consent to the creation of Parity Shares or Senior Preferred Shares, all Common Shares and all other share capital authorized or designated after the original issue date (other than other series of our Preferred Shares) rank junior to the Series A Preferred Shares with respect to preferences as to dividends, distributions and payments upon our liquidation, dissolution and winding up. In accordance with subsections 25(2) and (3) of the OBCA, any other series of our Preferred Shares will rank on a parity with the Series A Preferred Shares with respect to dividends and return of capital, and no consent of the Required Holders may permit any such series to rank senior or junior to the Series A Preferred Shares in those respects. Without the prior express consent of the Required Holders, voting separately as a single class, we may not authorize or issue any shares of another class that rank senior to, or (to the extent permitted by law) any shares of another class or other series of Preferred Shares that rank pari passu with, the Series A Preferred Shares with respect to such preferences. Any such consent is in addition to any approval required under the OBCA or our Articles.

Certain Other Provisions

The Share Terms exclude

from the definitions of Change of Control and Fundamental Transaction, and treat as Excluded Securities for purposes of the anti-dilution adjustments, the transactions contemplated by the Share Exchange Agreement dated as of March 5, 2025, as amended, among the Company, First Towers & Fiber Corp. and its common shareholders, and the related agreements and instruments, including any promissory notes or convertible notes and any securities issued or issuable thereunder (the " First Towers Transaction "). No event contemplated by the First Towers Transaction to be effected after the issuance of the Series A Preferred Shares will be deemed a breach of the Share Terms or trigger any additional rights or benefits for the holders.

The Share Terms provide

that, without the consent of the Required Holders, we shall not cause or permit any subsidiary to (a) fail to pay when due any payment with respect to indebtedness in excess of $500,000 owed to any third party (subject to an exception for unsecured indebtedness contested in good faith), or otherwise be in breach of any agreement for monies owed in excess of $500,000 that permits acceleration, or suffer to exist any other default under any agreement binding on us or any subsidiary that would or is likely to have a material adverse effect;

(b) incur any indebtedness other than Permitted Indebtedness, which consists of indebtedness outstanding as of the date of the Share Terms, up to $500,000 of Permitted Equipment Indebtedness and any indebtedness arising from the First Towers Transaction; or (c) incur any liens other than Permitted Liens, which include liens arising from the First Towers Transaction.

Subject to the requirement

for the written consent of all holders to increase the number of designated Series A Preferred Shares, the Share Terms may be amended only with (i) the affirmative vote at a meeting, or written consent, of the Required Holders, voting separately as a single class, and (ii) such approval of our Board of Directors, special resolution of shareholders, separate class or series vote and other shareholder approval as may be required under the OBCA and our Articles. No amendment will become effective until the related articles of amendment have become effective under the OBCA, and any written resolution of shareholders in lieu of a meeting must satisfy the OBCA, including the requirement that it be signed by all shareholders entitled to vote on it.

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honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Company's request; and ● in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful.

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The transfer agent and registrar

registrar for our Common Shares and our Series A Preferred Shares is VStock Transfer, LLC.

Our Common Shares are listed

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

There is no established

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

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offering, we will have 13,257,777 Common Shares issued and outstanding.

offering, we will have 2,388,212 Common Shares issued and outstanding, assuming no conversion of the Series A Preferred Shares, or 13,700,429 Common Shares assuming the conversion of all Series A Preferred Shares at an assumed conversion price of $0.884 per Common Share (85% of the closing price of our Common Shares on November 2, 2026).

All of the Common Shares

of the Common Shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our "affiliates" as that term is defined in Rule 144 and except certain shares that will be subject to the lock-up period described below after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement.

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Generally, the Common Shares will be considered to be capital property to a Holder provided the Holder does not acquire or hold the Common Shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

Holders and prospective holders

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder or prospective holder of the Common Shares, and no representations with respect to the income tax considerations to any holder or prospective holder are made. Consequently, holders and prospective holders of the Common Shares should consult their own tax advisors for advice with respect to the tax considerations to them of acquiring the Common Shares, having regard to their particular circumstances.

Material Canadian Federal Income Tax Considerations

the opinion of Gowling WLG (Canada) LLP, Canadian counsel to the Company, the following this summary describes the principal material Canadian federal income tax considerations pursuant to consequences under the Income Tax Act (Canada) and the its regulations thereunder (the " Tax Act ") generally applicable to the acquisition, of acquiring, holding, converting, redeeming and disposition disposing of the Series A Preferred Shares acquired under this offering, receiving dividends thereon, and acquiring, holding and disposing of Common Shares by a holder who acquires, received on conversion or as dividends. It applies to a beneficial owner the Common Shares pursuant to the offering and who, for purposes of the Tax Act and at all relevant times, holds the Common those shares as capital property, deals at arm's length with, the Company and each underwriter and is not affiliated with, the Company or any and each underwriter (a " Holder ").

Gowling's opinion is limited to the Canadian federal income tax consequences expressly addressed herein, subject to the stated scope, assumptions and qualifications.

This summary assumes that

the transactions will be implemented as described in this prospectus and that no additional arrangements affecting their Canadian federal income tax treatment will be entered into.

This summary does not apply to a Holder (i) that is a "financial institution" for the purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii), an interest in which would be, or for whom a Series A Preferred Share or Common Share would be, a "tax shelter investment" as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act to report in a currency other than the Canadian currency; (v) that has or will enter into a "derivative forward agreement", a "synthetic disposition arrangement" or a "dividend rental arrangement", each as defined under the Tax Act, with respect to the Series A Preferred Shares or Common Shares; (vi) that carries on, or is deemed to carry on, an insurance business in Canada or elsewhere; Such Holders should consult their own tax advisors or (vii) that has, alone or together with respect to an investment in the Common Shares. This summary persons with whom it does not apply to the acquisition, holding and disposition deal at arm's length, a "substantial interest" (as defined in section 191 of the pre-funded warrants by a Holder. Tax Act) in the Company. Such Holders should consult their own tax advisors with respect to an investment in the pre-funded warrants. Series A Preferred Shares or Common Shares.

Additional considerations,

considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and that is or becomes, or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Series A Preferred Shares or Common Shares, controlled by a non-resident person or group of non-resident persons not dealing with each other at arm's length for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to the possible application of these rules.

In addition, this summary

addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Series A Preferred Shares or Common Shares.

of pre-funded warrants should consult their own Canadian tax advisors with respect to the Canadian federal income tax consequences of acquiring, holding and disposing of the pre-funded warrants, including the potential characterization of such instruments under the Tax summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the " Proposed Amendments ") and counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (" CRA ") made publicly available prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed, however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in law or the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial action or decision, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. An opinion of counsel is not binding on the Canada Revenue Agency or the courts.

Subject to certain exceptions

to certain exceptions that are not discussed in this summary, for the purposes of the Tax Act, all amounts relating to the acquisition, holding, conversion, redemption or disposition of Series A Preferred Shares or Common Shares, including dividends, must be determined in Canadian dollars using the relevant exchange rate determined in accordance with the Tax Act.

summary is of a general nature only and is not intended to constitute legal or tax advice to any particular Holder or prospective Holder.

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and 109 more changes in the filing

Plan of distribution 121 changes

Number of Common Shares

Number of Pre-Funded Warrants

We will enter into an

will enter into an underwriting agreement with Univest, as the representative of the underwriters named below (the " Representative ").

Subject to the terms and conditions of the underwriting agreement, the underwriters named below have agreed to purchase, and we have agreed to sell to them, the number of our Common Series A Preferred Shares (or pre-funded warrants in lieu thereof) at the public offering price, less the underwriting discounts, as set forth on the cover page of this prospectus and as indicated below:

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The underwriters have

advised us that they propose to offer the Series A Preferred Shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $______ per Series A Preferred Share.

underwriters have advised us that they propose to offer The Common Shares (or pre-funded warrants in lieu thereof) to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $______ per Common Share (or pre-funded warrant). The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $______ per Common Series A Preferred Share (or pre-funded warrant) to certain brokers and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

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Underwriter discounts and commissions (1)

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an underwriting discount equal to (i) 1.5% per Common Share (or pre-funded warrant in lieu thereof), of the gross proceeds from the sale of the Series A Preferred Shares, which is the underwriting discount we have agreed to pay for sales to investors in this offering. The commissions do not include the expense reimbursement provisions described below.

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In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering or the termination date of the engagement between us and the underwriter. Additionally, pursuant to FINRA Rule 5110(g)(5)(B)(i), the Right of First Refusal may be terminated by the Company for cause.

estimate that the total expenses of this offering payable by us, excluding the underwriting discounts and reimbursements, will be approximately of First Refusal We have agreed to grant the Representative, for the six (6) month period following the closing of this offering, a right of first refusal to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the " Right of First Refusal "), which right is exercisable in the Representative's sole discretion but is not assignable. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering or the termination date of the engagement between us and the underwriter. Additionally, pursuant to FINRA Rule 5110(g)(5)(B)(i), the Right of First Refusal may be terminated by the Company for cause.

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There is no established

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

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prospectus in electronic format may be made available on websites or through other online services maintained by the underwriters or selling group members, if any, or by their affiliates, and the underwriters may distribute prospectus electronically. The underwriters may agree to allocate a number of Common Series A Preferred Shares to selling group members for sale to their online brokerage account holders. The Common Shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on, or that can be accessed through, these websites and any information contained in any other website maintained by these entities is not part of, and is not incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriters, and should not be relied upon by investors.

The Series A Preferred Shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations.

Other than the prospectus in electronic format, the information on, or that can be accessed through, these websites and any information contained in any other website maintained by these entities is not part of, and is not incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriters, and should not be relied upon by investors.

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The public offering price

public offering price for our securities and the Conversion Price of the Series A Preferred Shares will be determined through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to us, estimate of our business potential and earning prospects, the present state of our development and other factors deemed relevant. The public offering price of our Common Series A Preferred Shares (or pre-funded warrants in lieu thereof) in this Offering does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of our Company.

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In addition to the offering

addition to the offering of the Common Series A Preferred Shares in the United States, the underwriters may, subject to applicable foreign laws, also offer the Common Series A Preferred Shares in certain countries.

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the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our securities. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our securities. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

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sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares than they purchase from us in this offering. In order to cover the resulting short position, the managing underwriter may exercise the over-allotment option described above and/or may engage in syndicate covering transactions. There is no contractual limit on the size of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of units covered by the registration statement.

The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of securities covered by the registration statement.

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We are being represented by Nixon Peabody LLP, with respect to certain legal matters as to United States federal securities and state securities law. The underwriter is being represented by Sullivan & Worcester LLP , with respect to certain legal matters as to United States federal securities and state securities law. The validity of the Common Series A Preferred Shares offered in this offering and of the Common Shares issuable upon conversion of the Series A Preferred Shares that are registered hereby, and certain legal matters as to Canadian law will be passed upon for us by Gowling WLG (Canada) LLP.

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Consolidated Statement of Financial Position as at December 31, 2025 and December 31, 2024 Consolidated Statement of Operations for the years ended December 31,2025 and December 31, 2024 Consolidated Statement of Changes in Shareholders' Equity (Deficit) as at December 31, 2025 and December 31, 2023 Consolidated Statement of Cash Flows for the years ended December 31, 2025 and December 31, 2024

Independent Auditor's Report Audited consolidated Financial Statements:

Statement of Financial Position as at December 31, 2025 and December 31, 2024 Consolidated Statement of Operations for the years ended December 31,2025 and December 31, 2024 Consolidated Statement of Changes in Shareholders' Equity (Deficit) as at December 31, 2025 and December 31, 2023 Consolidated Statement of Cash Flows for the years ended December 31, 2025 and December 31, 2024 to the Consolidated Financial Statements Unaudited Condensed Interim Consolidated Statements of Financial Position as at June 30, 2026 and December 31, 2025 Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss for the six months ended June 30, 2026 and June 30, 2025 Unaudited Condensed Interim Consolidated Statements of Shareholders' Equity (Deficit) as at June 30, 2026 and June 30, 2025 Unaudited Condensed Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025 to the Unaudited Condensed Interim Consolidated Financial Statements F- 1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Akanda Corp. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Akanda Corp. (the "Company"), as of December 31, 2025 and 2024, the related consolidated statements of comprehensive loss, changes in shareholders' equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

Consideration of the Company's Ability

to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and cash outflows raise substantial doubt about its ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor

Los Angeles, California

PCAOB ID Number 6580

Consolidated Statements of Financial Position

in United States Dollars)

Cash $ 503,562 $ 3,838,650

Cash held in trust 574 3,216

Trade and other receivables 7 1,399,977 370,537

Prepayments 8 1,698,022 391,649

Loans receivable 13,18 — 451,529

Total Current Assets 3,602,135 5,055,581

Property, plant and equipment 10 2,365,831 2,339,182

Intangible assets and goodwill 12 — 15,827

Loan receivable 13 — 503,493

Right-of-use assets 11 227,589 —

Total Non-Current Assets 2,593,420 2,858,502

Total Assets $ 6,195,555 $ 7,914,083

LIABILITIES AND SHAREHOLDERS' EQUITY

Trade and other payables $ 3,309,037 $ 2,982,499

Lease liability 14 187,442 —

Loans and borrowings 4,15,16 1,006,920 352,814

Convertible promissory notes 16 1,055,420 —

Due to related parties 18 640,546 302,232

Total Current Liabilities 6,199,365 3,637,545

Lease liability 14 208,679 —

Secured promissory notes 4 7,633,966 —

Secured convertible debenture 4 4,143,982 —

Total Non-Current Liabilities 11,986,627 —

Total Liabilities 18,185,992 3,637,545

Shareholders' Equity (Deficit)

Common shares 17 73,555,097 63,319,398

Class A special shares 4,17 597,836 —

Class B special shares 4,17 20,455,241 —

Other reserves 3,370 24,423

Accumulated deficit ( 103,091,953 ) ( 57,459,061 )

Accumulated other comprehensive loss ( 2,304,665 ) ( 1,608,222 )

Non-controlling interest 20 ( 1,205,363 ) —

Total Shareholders' Equity (Deficit) ( 11,990,437 ) 4,276,538

Total Liabilities and Shareholders' Equity (Deficit) $ 6,195,555 $ 7,914,083 Subsequent Events (Note 29) The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Loss and Comprehensive

in United States Dollars)

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Notes to the financial statements 108 changes

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and 108 more changes in the filing

Financial statements 61 changes

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and 61 more changes in the filing