Akanda Corp F-1/A, filed Sep 29, 2025
Akanda Corp. (AKAN)
As filed with the Securities and Exchange Commission on September 29, 2025
Registration No. 333-290367
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Akanda Corp.
(Exact name of Registrant as specified in its charter)
| Ontario, Canada | 2833 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Akanda Corp.
c/o Gowling WLG (Canada) LLP
100 King St. W, Suite 1600
Toronto, ON M5X 1G5, Canada
Tel: +1 (416) 862-7525
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, D.C., 20005
Tel: +1 (866) 925-9916
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
|
Stephen E. Fox Ruskin Moscou Faltischek, PC 1424 RXR Plaza East Tower, 15th Floor Uniondale, New York 11576 Tel: +1 (516) 663-6600 |
Sharagim Habibi Gowling WLG(Canada) LLP 1600, 421 7th Avenue SW, Calgary Alberta, T2p 4K9, Canada Tel: +1 (403) 298-1000 |
David E. Danovitch Joseph E. Segilia Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: +1 (212) 660-3027 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
In accordance with the Business Corporations Act (Ontario) and pursuant to the bylaws of the Company (the “Bylaws”), subject to certain conditions, the Company shall, to the maximum extent permitted by law, indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity. We shall advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below or is not successful on the merits in their defense of the action or proceeding. Indemnification is prohibited unless the individual:
| ● | Acted honestly and in good faith with a view to our best interests; |
| ● | In the case of a criminal or administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and |
| ● | Was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done. |
We also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Ontario law.
Item 7. Recent Sales of Unregistered Securities.
Since January 1, 2022, we have issued and sold the securities described below without registering the securities under the Securities Act. The below described securities reflect the number of shares and prices as of the transaction date, and do not reflect any subsequent reverse stock splits.
| ● | On March 14, 2022, the Company issued 348 Common Shares to the Akanda Bokamoso Empowerment Trust. The share based payment to the Akanda Bokamoso Empowerment Trust is a social development initiative of the Company and its beneficiaries are the employees of subsidiaries within the group. |
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| ● | On March 15, 2022, the Company issued 658 Common Shares to Halo at a price of $10,000 each to settle the principal amount of $6,559,294 plus accrued interest $23,686 owing to Halo in terms of a convertible debenture agreement, which totaled $6,582,980 at the time of conversion. The conversion of the debt owing was triggered by the Company’ initial public offering under the terms of the convertible debenture agreement. |
| ● | On April 20, 2022, we issued 760 Common Shares as consideration to The Flowr Corporation in connection with the Share Purchase Agreement, dated April 20, 2022, whereby our wholly owned subsidiary, Cannahealth, acquired all of the ordinary shares of Holigen Limited. The Common Shares were issued pursuant to Regulation S of the Securities Act. |
| ● | On October 26, 2022, we issued 240 restricted stock units to our former CEO, Tejinder Virk. The units were issued pursuant to our 2021 Equity Incentive Plan and vested immediately. |
| ● | On November 1, 2022, we issued 88 restricted stock units to Dr. Akkar-Schenki in connection with her resignation as President of the Company. The units were issued pursuant to our 2021 Equity Incentive Plan and vested immediately. |
| ● | On August 14, 2023, we issued 2,328 Common Shares to Halo in full satisfaction of the remaining outstanding balance of a promissory note payable to Halo; |
| ● | On October 11, 2023, we issued 3,519 Common Shares to 1107385 B.C. Ltd. as the first option payment pursuant to the Amended and Restated Option to Purchase Agreement dated September 22, 2023. The agreement is in connection to our acquisition of the right to develop a Canadian farming property in British Columbia, including farming land and related operations and licenses. |
| ● | In May 2024, we issued an aggregate of 60,251 Common Shares to certain of our consultants for services rendered. |
| ● | In September 2025, we issued an aggregate of 144,930 Class A Special Common Shares to the former shareholders of First Towers. |
The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering, or were issued in reliance upon Regulation S of the Securities Act, to an investor who is an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, in an offshore transaction (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investor.
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Item 8. Exhibits and Financial Statements Schedule
(10) The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
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| Incorporated by Reference | ||||||||||
| Exhibit | Description | Schedule/ Form |
File Number |
Exhibit | File Date | |||||
| 10.11 | Debt Settlement Agreement with PGC Finco Inc. | 6-K | 001-41324 | 10.3 | 8/22/25 | |||||
| 10.12 | Debt Settlement Agreement with Dunstan Holdings Ltd. | 6-K | 001-41324 | 10.4 | 8/22/25 | |||||
| 10.13 | Convertible Promissory Note with PGC Finco Inc. | 6-K | 001-41324 | 10.5 | 8/22/25 | |||||
| 10.14 | Convertible Promissory Note with Dunstan Holdings Ltd. | 6-K | 001-41324 | 10.6 | 8/22/25 | |||||
| 10.15 | Promissory Note with 1353744 B.C. Ltd. | 6-K | 001-41324 | 10.7 | 8/22/25 | |||||
| 10.16 | General Security Agreement in favor of 1353744 B.C. Ltd. | 6-K | 001-41324 | 10.8 | 8/22/25 | |||||
| 10.17 | Form of Securities Purchase Agreement dated September 11, 2025 | 6-K | 001-41325 | 10.1 | 9/16/25 | |||||
| 10.18 | Form of Convertible Promissory Note | 6-K | 001-41324 | 10.2 | 9/16/25 | |||||
| 10.19 | Form of Registration Rights Agreement | 6-K | 001-41324 | 10.3 | 9/16/25 | |||||
| 10.20* | Consulting Agreement with IR Agency LLC | |||||||||
| 10.21 | Amendment No. 1 to Option Purchase dated September 24, 2025 | 6-K | 001-41324 | 10.1 | 9/26/2025 | |||||
| 14.1 | Code of Business Conduct and Ethics of Akanda Corp. | F-1 | 001-41324 | 14.1 | 2/14/22 | |||||
| 14.2 | Whistleblower Policy of Akanda Corp. | F-1 | 001-41324 | 14.2 | 2/14/22 | |||||
| 14.3 | Related Party Transactions Policy of Akanda Corp. | F-1 | 001-41324 | 14.3 | 2/14/22 | |||||
| 21.1# | List of Significant Subsidiaries of Akanda Corp. | |||||||||
| 23.1* | Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1). | |||||||||
| 23.2# | Consent of Green Growth CPAs, independent registered public accounting firm. | |||||||||
| 23.3# | Consent of Bush & Associates CPA LLC, independent registered public accounting firm | |||||||||
| 24.1# | Power of Attorney (included on the signature page to this registration statement) | |||||||||
| 101.INS# | Inline XBRL Instance Document. | |||||||||
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
| 101.LAB# | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||||
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
| 104# | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||
| 107# | Filing Fee Table | |||||||||
| * | Filed herewith. | |
| + | Indicates management contract or compensatory plan. | |
| # | Previously Filed. |
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Item 9. Undertakings.
(a) The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and
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(5) that, for the purpose of determining liability under the Securities Act to any purchaser:
(i) if the registrant is relying on Rule 430B:
(A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned hereby undertakes:
(1) that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boca Raton, FL, USA on September 26, 2025.
| Akanda Corp. |
| By: | /s/ Katie Field | ||
| Name: | Katie Field | ||
| Title: | Interim Chief Executive Officer and Executive Director | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| * | Date: September 26, 2025 | ||
| Name: | Katie Field | ||
| Title: | Interim Chief Executive Officer and Executive Director |
||
| (Principal Executive Officer) | |||
| * | Date: September 26, 2025 | ||
| Name: | Gurcharn Deol | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Date: September 26, 2025 | ||
| Name: | Christopher Cooper | ||
| Title: | Director | ||
| * | Date: September 26, 2025 | ||
| Name: | Jatinder Dhaliwal | ||
| Title: | Director | ||
| * | Date: September 26, 2025 | ||
| Name: | David Jenkins | ||
| Title: | Director | ||
| * | Date: September 26, 2025 | ||
| Name: | Usama Chaudhry | ||
| Title: | Director | ||
| * | Katie Field, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing her name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above. |
| By: | /s/ Katie Field | September 26, 2025 | |
| Katie Field | |||
| Attorney-in-fact |
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Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Akanda Corp., has signed this registration statement in the city of Boca Raton, FL, USA, on September 26, 2025.
| Authorized U.S. Representative |
| By: | /s/ Katie Field | ||
| Name: | Katie Field | ||
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Exhibit 5.1
September 29, 2025
Akanda Corp.
1a, 1b Learoyd Road
New Romney, TN28 8XU
United Kingdom
Dear Sirs/Mesdames:
Re: Akanda Corp. - Registration Statement on Form F-1
We have acted as Canadian counsel to Akanda Corp. (the “Corporation”), a corporation existing under the laws of the Province of Ontario, in connection with a Registration Statement on Form F-1 dated September 18, 2025, as amended by Amendment No. 1 dated as of the date of this opinion (the “Registration Statement”), being filed by the Corporation with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Act”). We understand that the purpose of the Registration Statement is to register common shares in the capital of the Corporation (the “Common Shares”) relating to the Corporation’s issuance of up to 18,761,062 Common Shares (the “Registered Shares”) for resale from time to time by the selling stockholders (the “Selling Stockholders”) as further described in the Registration Statement upon conversion of principal and interest under outstanding promissory notes of the Corporation in the aggregate principal amount of $12,000,000 (the “Promissory Notes”).
EXAMINATION OF DOCUMENTS
In giving the opinion expressed below, as Canadian counsel for the Corporation, we have examined an executed copy of the Registration Statement.
This opinion is being provided at the request of the Corporation.
For the purposes of the opinion expressed below, we have considered questions of law, made the investigations, and examined originals or copies, certified or otherwise identified to our satisfaction, of the certificates of public officials and other certificates, documents and records, that we considered necessary or relevant, including:
| 1. | the articles and by-laws of the Corporation (collectively, the “Constating Documents”); |
| 2. | resolutions of the board of directors of the Corporation authorizing and approving, among other things, the Registration Statement, and the creation, issue and sale of the Promissory Notes; |
| 3. | a certificate of status in respect of the Corporation issued by the Ontario Ministry of Public and Business Service Delivery (Ontario) on September 29, 2025 (the “Certificate of Status”); |
| 4. | the Registration Statement; and |
| 5. | as to certain matters of fact relevant to the opinion expressed below, a certificate of an officer of the Corporation dated the date of this opinion addressed to Gowling WLG (Canada) LLP. |
We have not reviewed the minute books or, except as described above, any other corporate records of the Corporation.
ASSUMPTIONS AND RELIANCES
We have relied exclusively upon the certificates, documents and records we examined with respect to the accuracy of the factual matters contained in them and we have not performed any independent investigation or verification of those factual matters. We have assumed those factual matters were accurate on the date given and continue to be accurate as of the date of this opinion.
For the purposes of the opinion expressed below, we have assumed, without independent investigation or inquiry, that:
| 1. | with respect to all documents examined by us, the signatures are genuine, the individuals signing those documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the authentic original documents; |
| 2. | the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided under those searches or inquiries are and remain accurate and complete; |
| 3. | all information contained in all documents reviewed by us is true and correct; and |
| 4. | there is no foreign law that would affect the opinion expressed herein. |
We also have assumed the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
We have also assumed that at all relevant times:
| 1. | the Corporation has the corporate power and capacity to authorize the terms of the Promissory Notes and related matters; |
| 2. | at the time of offer, issuance and sale of any Registered Shares, the Registration Statement will have been declared effective under the Act, and no stop order suspending its effectiveness will have been issued and remain in effect; |
| 3. | the terms of the Promissory Notes and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the Constating Documents, any resolutions of the board of directors or shareholders of the Corporation, any agreement or obligation of the Corporation, or applicable law; |
| 4. | the Corporation has taken all necessary corporate action to authorize the terms of the Promissory Notes and related matters; |
| 5. | the Corporation has the corporate power and capacity to execute and deliver, and perform its obligations under the terms and conditions of any purchase or other agreement, indenture, certificate, instrument or other document relating to the Corporation’s creation, authentication, issuance, sale and/or delivery of the Promissory Notes to which the Corporation is party (any such agreement, an “Agreement”); |
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| 6. | the Corporation has taken all necessary corporate action to authorize the execution and delivery by the Corporation of each applicable Agreement and the performance of its obligations under the terms and conditions thereof; |
| 7. | each applicable Agreement (i) has been duly authorized, executed and delivered by all parties thereto and such parties have the capacity to do so; (ii) constitutes a legal, valid and binding obligation of all parties thereto; (iii) and is enforceable in accordance with its terms against all parties thereto; |
| 8. | the execution and delivery of each applicable Agreement and the performance by the Corporation of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the Constating Documents, any resolutions of the board of directors or shareholders of the Corporation, any agreement or obligation of the Corporation, or applicable law; |
| 9. | the Corporation has the corporate power and capacity to authorize, create, authenticate, issue, sell and deliver the Registered Shares and to perform its obligations under the terms and conditions thereof; |
| 10. | the Corporation has taken all necessary corporate action to authorize, create, authenticate, issue, sell and deliver the Registered Shares and to perform its obligations under the terms and conditions thereof, and all of the terms and conditions relevant to the creation, issuance, sale and delivery of the Registered Shares in the applicable Agreement have been complied with, including any other person signing or authenticating the Registered Shares, as applicable; |
| 11. | the authorization, creation, authentication, issuance, sale and delivery of the Registered Shares and the performance by the Corporation of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the Constating Documents, any resolutions of the board of directors or shareholders of the Corporation, any agreement or obligation of the Corporation, or applicable law; |
| 12. | all Registered Shares will be offered and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement; |
| 13. | no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Registered Shares; and |
| 14. | if any obligation under any Agreement is required to be performed in a jurisdiction outside of the Province of Ontario, the performance of that obligation will not be illegal under the laws of that jurisdiction. |
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Where our opinion expressed herein refers to any of the Registered Shares having been issued as “fully paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been received by the Corporation for such Registered Shares. No opinion is expressed as to the adequacy of any consideration received.
In giving the opinion expressed in paragraph 1 below, we have relied solely on the Certificate of Status, which we have assumed continues to be accurate as of the date hereof.
LAWS ADDRESSED
We are solicitors qualified to express opinions only with respect to the laws of the Province of Ontario and the opinion expressed herein relates only to the laws of the Province of Ontario and the federal laws of Canada applicable therein as in effect on the date hereof.
OPINION
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. | The Corporation is an existing corporation under the Business Corporations Act (Ontario). |
| 2. | Upon the due and valid conversion of principal and interest outstanding under the Promissory Notes in accordance with the terms of the applicable certificates and the issuance of such Registered Shares in accordance therewith, such Registered Shares will be validly issued as fully paid and non-assessable common shares of the Corporation. |
QUALIFICATIONS AND LIMITATIONS
| 1. | The legality, validity, binding effect and enforceability of each Agreement are subject to, and may be limited by, applicable bankruptcy, insolvency, reorganization, arrangement, winding-up, liquidation, moratorium, preference and other similar laws of general application affecting the enforcement of creditors’ rights generally. |
| 2. | The enforceability of the obligations of the Corporation under each Agreement is subject to, and may be limited by, general equitable and legal principles, including those relating to the conduct of parties such as reasonableness and good faith in the performance of contracts, and to the principle that equitable remedies such as injunctive relief and specific performance are only available in the discretion of the court. |
| 3. | We express no opinion as to compliance by the Corporation with any continuous disclosure obligations under applicable securities laws in connection with the conversion of the Promissory Notes. |
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RELIANCE
This opinion is furnished in accordance with the requirements of Item 8.a of Form F-1 and Item 601(b)(5)(i) of Regulation S-K in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion may not otherwise be disclosed, quoted, filed with a government agency or referred to without our prior express consent.
Our opinion is given as of the date of this opinion letter. Among other things, our opinion does not take into account any circumstance (including changes in law or facts or the conduct of any of the relevant parties) that may occur after that date. We assume no obligation to update or supplement the opinion set forth herein to reflect any changes of law or fact that may occur.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name on the cover page, under the heading “Legal Matters”, and under the subheading “Certain Material Canadian Federal Income Tax Considerations” under the heading “Certain Tax Considerations” in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.
Yours truly,
(Signed) “Gowling WLG (Canada) LLP”
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Exhibit 10.20
CONSULTING AGREEMENT
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Akanda Corp (“you,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.
| 1. | Consulting Services. |
| (a) | Commencing on 9/22/25, Consultant will provide marketing and advertising services (“Advertising” or “Services”) to communicate information about the Company (trading symbol: AKAN to the financial community including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. |
| (b) | Consultant does not make any representation about and assumes no responsibility for the response by the market, if any, to the public release of Advertising for the Company. For avoidance of doubt, Client acknowledges that Consultant assumes no responsibility for and does not make any representation, guarantee or promise that in response to the public release of Advertising for the Company, the trading volume will increase or the trading price of [AKAN] will rise, or in the event of a increase in trading volume or rise in price, the amount or duration of any such increase in trading volume or rise in price |
| (c) | Client acknowledges that Consultant carries no professional licenses. Consultant will not participate in discussions or negotiations with potential investors. Consultant will not solicit orders, make recommendations or give investment advice. Consultant will not effect transactions of securities for potential investors or anyone else. Consultant and Client agree that Consultant is not being engaged for, and is not permitted to engage in, activities that would give rise to Consultant being required to register federally or in any state or other jurisdiction as a broker or an investment advisor. If a financial intermediary expresses interest in the Company to Consultant, Consultant will refer the intermediary to the Company. In providing services under the Agreement, Consultant agrees to comply in all materials respects with all applicable U.S. securities laws. Client acknowledges and agrees that (a) it and its affiliates each have relied and will continue to rely on the advice of its own legal, regulatory, and securities law advisors for all matters and (b) neither Client nor any of its affiliates has received, or has relied upon, the advice of Consultant or any of its affiliates or their counsel regarding legal, regulatory, or securities law matters. |
| (d) | The Services of Consultant shall not be exclusive to Client, and Client acknowledges that Consultant will be performing similar Services for other clients and Consultant shall be free to perform Services for such other persons. |
| 2. | Independent Contractor. Client and Consultant agree that Consultant shall perform its duties under this Agreement as an independent contractor. Nothing contained herein shall be considered as creating a relationship of agent-principal, employer-employee or joint venturers between Consultant and either Client. |
| 3. | Compensation. |
| (a) | As consideration for the performance of the Services hereunder, upon the date of the execution and delivery of this Agreement, Client shall pay to Consultant the sum of Three Million Five Hundred Thousand Dollars by 9/19/2025 in cash via Bank Wire Transfer for providing the Services for a 6 Month term starting on 9/22/2025 . Such consideration shall be deemed earned in full upon receipt. |
| (b) | Unless otherwise provided in this Agreement, all other services, including out-of-scope assignments, rendered by Consultant shall be subject to additional compensation under a separate agreement between Consultant and Company. Consultant shall be responsible for all out-of-pocket expenses incurred or paid in connection with its performance of the Services hereunder. |
| 4. | Term and Termination. |
| (a) | The term of this Agreement shall commence on the start date and continue for a period of 6 Month (the “Term”) unless otherwise extended by mutual agreement of the parties (the “Extended Term”). This Agreement may be terminated, with or without cause, by either Client or Consultant at any time by written notice to the other Party. If the Agreement is terminated by Client during the Term for any reason, Client will not be entitled to return of any of the compensation. If Client files for bankruptcy, becomes insolvent or is in material breach of this Agreement (“Cause”), Consultant may terminate the Agreement and Client will not be entitled to the return of any of the compensation. If Consultant terminates the Agreement without Cause, then Consultant must return the unused portion (if any) of the Compensation. Within ten days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party’s possession or, with the approval of the other party, destroy all such Proprietary or Confidential Information. |
| (b) | In the event Client elects to purchase and Consultant agrees to supply additional Services during the Term or the Extended Term of this Agreement, the terms and condition of this Agreement will apply to such additional Services. |
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| 5. | Information. |
| (a) | In connection with Consultant’s performance of its Services, Consultant will rely on Company’s press releases and Company’s most recent reports, if any, filed with the Securities and Exchange Commission (collectively, the “Company Information”). In this regard, Company agrees to make all filings required by the exchange act and all other applicable laws, in each case on a timely basis in accordance with such laws. Client hereby grants to Consultant the right to use the name and service marks of Company in its Services. Company will be entitled to require that certain or all materials created by Consultant in performing its Services be submitted to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed. |
| (b) | Client hereby acknowledges and agrees that, in performing its Services hereunder, Consultant will be using and relying on the Company Information without independent verification thereof. Consultant will also be under no obligation to determine whether there have been, or to investigate any changes in, such information. Consultant will be entitled to submit any materials created by Consultant to Company for its review and approval, such approval not to be unreasonably withheld, conditioned, or delayed. Client represents and warrants that that the Company Information and all information provided by Company or its affiliate or representatives to Consultant shall, at the time provided, not contain any untrue statement or material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading. |
| ( ) | Client, by its authorization or approval of the Advertisement, represents and warrants to Consultant that, to its knowledge, the Advertisement is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. Client agrees to promptly notify Consultant upon the occurrence of any material adverse change in the business or affairs of the Company or upon the occurrence of any event which causes Client to believe that the Advertisement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. |
| 6. | Securities Laws. Client represents and warrants that the Company Information and all information provided by Company or its affiliates or representatives complies in all respects with the U.S. federal and applicable state securities laws, and are not and will not be or constitute a part of any activity that is or may be deemed to be illegal under the U.S. federal or applicable state securities laws, including, without limitation, being a part of any illegal offering, illegal pump-and-dump, illegal scalping, illegal touting schemes, or an effort to assist with a violation of any court order including, but not limited to, any order banning or limiting a person’s involvement in the securities markets. |
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| 7. | Work Product. All information and materials produced for Client shall be the property of Consultant, free and clear of all claims thereto by Client, and Client shall have no claim of authorship therein. Consultant shall retain all right, title, and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, course, code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by or for Consultant’s databases. |
| 8. | Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the termination date. |
| 9. | Non-Public Material Information. Consultant acknowledges that to prepare appropriate Advertising in a timely manner it may be made aware of price sensitive or confidential information that has not been publicly disclosed yet. Consultant confirms that it is fully aware of its obligations in relation to such information and will ensure that the confidentiality of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of and comply with, all appropriate securities laws and regulations in relation to insider trading and related matters. |
| 10. | Covenant Not to Sue. Client agrees that it will not file any suit, claim, proceeding or complaint against Consultant arising out of or based on the failure of the trading volume of the stock to increase or price to rise, or to maintain any increase in trading volume or rise in stock price as may be occur, as a result of or in response to the public release of Advertising for the Company or Consultant’s provision of services under this Agreement. |
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| 11. | Limitation of Liability. Consultant shall not be liable to Client or any other person for any damages in connection with the provision of services under the Agreement, whether because of Consultant’s negligence or otherwise, and regardless of the form of action, except in the event of Consultant’s deliberate fault or gross negligence. Nevertheless, regardless of the form of action, whether in contract, tort or otherwise, Consultant shall not be liable to Client for any lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this Agreement, nor shall Consultant’s aggregate liability for any damages arising out of this Agreement exceed the compensation paid by Client to Consultant. |
| 12. | Indemnification. Client shall indemnify and hold Consultant harmless from and against any and all actions, claims, investigations (including but not limited to any formal or informal investigations brought by any state or federal regulator and any subpoenas or requests for documents, information or testimony issued in connection therewith), liabilities, losses, or damages arising from the preparation, presentation or dissemination of any Advertising covered by this Agreement including, but limited to, the costs of defense and attorneys’ fees. You will also indemnify Consultant from and against all losses, expenses (including costs and attorneys’ fees) and all manner of actions, claims and judgments sustained by or made against Consultant in connection with your use or misuse of the Service, any medium used with the Service, violation of this Agreement, or based upon any alleged violation of any statute, ordinance, code, or regulation. |
| 13. | Notices. Any notice or other communication required or permitted to be given to either party hereunder shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) via electronic communication (i.e., e-mail) or (d) reputable overnight courier. Any notice or other communication will be deemed to have been duly given (i) on the fifth (5) day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested, with first class postage prepaid, (ii) on the date of Service if served personally or (iii) on the business day after delivery to an overnight courier service or by sending of an electronic communication, provided the notifying party specifies next day delivery and receipt of delivery has been confirmed: |
If to the Client:
Email:
If to Consultant:
IR Agency LLC
23 Downing Street, Newark NJ 07105
E-mail: [Raf@ir.agency]
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| 14. | Waiver of Breach. Any waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party. |
| 15. | Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which will not be delayed or withheld unreasonably; provided that Client shall not be required to consent to any assignment by Consultant of its cash and compensation payable pursuant to this Agreement. Any assignment without such consent, when required, shall have no legal validity; subject to the foregoing, this Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. |
| 16. | Governing Law and Jurisdiction. This Agreement shall be governed and construed under New Jersey law. The parties consent to the exclusive jurisdiction of the federal and state courts located in New Jersey, to hear and determine any dispute that may arise under this Agreement. |
| 17. | Entire Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior proposals, understandings, agreements or representations by or between the parties, written or oral. |
| 18. | Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held by any court of competent jurisdiction to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. |
| 19. | Waiver and Modification. Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing through an amendment of this Agreement and signed by the parties hereto. |
| 20. | Acceptance. Please confirm that the foregoing is in accordance with Company’s understanding by signing and returning this Agreement, which will thereupon constitute a binding Agreement between the Company and IR Agency, LLC as of the date of your execution. The undersigned officers of IR Agency, LLC and Company represent that they have the authority to bind IR Agency and Company, respectively. This Agreement may be executed in counterparts and with electronic or facsimile signatures. |
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IR Agency LLC
By: /s/ Rafael Pereira
Print Name: Rafael Pereira
Akanda Corp
| By: | /s/ Katharyn Field | |
| Print Name: | Katharyn Field | |
| Position: | Interim CEO | |
| Date: | 9/17/25 |
IR Agency LLC
Community Federal Savings Bank
89-16 Jamaica Ave
Woodhaven NY 11421
United States
Account Beneficiary- IR Agency LLC
Address: 23 Downing Street, Newark NJ 07105
Wire Acct #: 822001022119
Wire Routing #- 026073150
SWIFT# CMFGUS33
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