Akanda Corp 6-K, filed Sep 30, 2026
Akanda Corp. (AKAN)
About this 6-K
Akanda Corp filed this 6-K on September 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Name of registrant)
c/o Gowling WLG
100 King St. W, Suite 1600
Toronto, ON M5X 1G5
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
This Report on Form 6-K of Akanda Corp. (the “Company”) (1) includes a Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the six months ended June 30, 2026 and 2025 and (2) attaches as Exhibit 99.1 the unaudited interim condensed consolidated financial statements and related notes of the Company as of and for the six months ended June 30, 2026.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this Report on Form 6-K, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms such as “may”, “might”, “will”, “should”, “believe”, “expect”, “could”, “would”, “intend”, “plan”, “anticipate”, “estimate”, “continue”, “predict”, “project”, “potential”, “target,” “goal” or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this Report on Form 6-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our other filings with the Securities and Exchange Commission from time to time, including under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this Report on Form 6-K, including among other things:
| ● | our limited operating history; |
| ● | the successful integration of First Towers into our business, and growth of that business; |
| ● | the recent discontinuation of our cannabis business segment; |
| ● | unpredictable events and associated business disruptions; |
| ● | exposure to product liability claims and actions; |
| ● | damage to our reputation due to negative publicity; |
| ● | risks associated with product recalls; |
| ● | the viability of our product offerings; |
| ● | our ability to attract and retain skilled personnel; |
| ● | maintenance of effective quality control systems; |
| ● | regulatory compliance risks; |
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| ● | increased competition in the markets in which we operate and intend to operate; |
| ● | risks associated with expansion into new jurisdictions including our new operations in Mexico through our First Tower subsidiary; |
| ● | our ability to obtain and maintain adequate insurance coverage; |
| ● | our ability to identify and integrate strategic acquisitions, investments and partnerships and to manage our growth; |
| ● | our ability to raise capital and the availability of future financing; |
| ● | global economy risks; |
| ● | our ability to maintain the listing of our securities on The Nasdaq Capital Market; and |
| ● | other risks and uncertainties, including those listed under the caption “Risk Factors” in our reports and filings we make with the SEC from time to time. |
These risks could cause actual results to differ materially from those implied by the forward-looking statements contained in this Report on Form 6-K or other filings of the Company.
Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Report on Form 6-K. The forward-looking statements contained in this Report on Form 6-K are not guarantees of future performance, and our actual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this Report on Form 6-K, they may not be predictive of results or developments in future periods.
All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Any forward-looking statement that we make in this Report on Form 6-K speaks only as of the date of this Report on Form 6-K. Except as required by applicable law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this Report on Form 6-K, whether as a result of new information, future events or otherwise, after the date of this Report on Form 6-K.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. This discussion and analysis should be read together with our unaudited interim condensed consolidated financial statements and related notes as of June 30, 2026 included elsewhere in or attached as an exhibit to this Report on Form 6-K, and the audited consolidated financial statements and related notes as of December 31, 2025 of our company and our predecessor companies included in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 9, 2026. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” above. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in the Annual Report on Form 20-F.
OVERVIEW
Our fiscal year begins on January 1 and ends on December 31. Unless otherwise noted, references to year pertain to our fiscal year. For example, 2025 refers to fiscal 2025 which is the period from January 1, 2025 and to December 31, 2025.
Our Unaudited Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2026 and 2025, respectively, for Akanda Corp. as a group (the “Akanda Group”), have been prepared in accordance with International Financial Reporting Standards (IFRS) and are presented in millions of US dollars except where otherwise indicated. Our historical results are not necessarily indicative of the results that should be expected in any future period.
We have derived the consolidated statements of operations data for Akanda Group for the six months ended June 30, 2026 and 2025, respectively, and the consolidated financial position information as at June 30, 2026 and 2025, respectively, were derived from Akanda Group’s Unaudited Condensed Interim Consolidated Financial Statements to be published as Exhibit 99.1 of Form 6-K.
Akanda was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo to reorganize its medical cannabis market focused international business assets. On November 3, 2021, Akanda acquired Cannahealth, which owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings, which, in turn, owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. On April 29, 2022, Akanda Group, through its wholly owned subsidiary, Cannahealth, acquired Holigen, which owned all the issued and outstanding equity interests of RPK Biopharma, Unipessoal, LDA, a company incorporated under the laws of Portugal (“RPK”). As a result of the acquisition, RPK became our indirect wholly-owned subsidiary.
As a result of Bophelo’s liquidation, during the year ended December 31, 2022, Bophelo ceased operations and we derecognized its assets and have since determined that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our inquiry into the liquidation confirms that the process is complete. In March 2024, Akanda Group sold RPK.
On August 19, 2025, Akanda acquired First Towers & Fiber Corp. (“First Towers”) in exchange for newly authorized Class A Special Shares and Class B Special Shares and cash payable over time as evidenced by a promissory note, and the restructuring and assumption of certain indebtedness of First Towers. See “Acquisition of First Towers and Related Transactions.”
As a result of Canmart’s liquidation, during the year ended December 31, 2025, Canmart ceased operations and we derecognized all its assets and liabilities and have since determined that it is no longer a significant subsidiary.
We have consolidated all our then-subsidiary companies, Cannahealth in Malta, Bophelo in the UK, Holigen in Portugal, 1371011 B.C. Ltd and 1468243 B.C. Ltd in Canada, and First Towers in Mexico, in the Akanda Group Unaudited Condensed Interim Consolidated Financial Statements and financial information presented on June 30, 2026.
On August 26, 2025, January 12, 2026 and April 13, 2026, Akanda Group 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 Split. Any fractional shares resulting from the Reverse Stock Split were rounded to the nearest whole number. All share and per share data in this management’s discussion and analysis and the Unaudited Condensed Interim Consolidated Financial Statements for the years ended June 30, 2026 and 2025 have been retroactively restated to reflect the effect of the Reverse Stock Split.
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CESSATION OF CANNABIS BUSINESS
On September 24, 2026, our Board of Directors determined that it was no longer going to pursue the cultivation of cannabis or any future cannabis-related businesses, including its planned development of Tetrahydrocannabinol (THC) and cannabidiol (CBD) facilities at the Canadian THC and CBD farming facility located at 1900 Ferne Road, Gabriola Island, British Columbia BC Property (the “BC Property”), and is instead going to focus its business efforts on the growth and management of its First Towers subsidiary, and potentially other business targets.
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.
Investors should not factor in the prospects, revenue potential, growth expectations, or any other anticipated contributions of our former cannabis segment when evaluating us or our business. 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 our future performance and should not be relied upon. Our 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.
The discontinuation of 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 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 our reputation and relationships with investors, partners, and other stakeholders who invested in or engaged with us based on our previously disclosed cannabis business strategy. Our decision to exit the cannabis industry represents a significant strategic shift. Our future success is now substantially dependent on our First Towers subsidiary and any other business targets we 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 us and our business solely on the basis of our continuing operations, principally our telecommunications infrastructure business through First Towers.
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ACQUISITION OF FIRST TOWERS AND RELATED TRANSACTIONS
On March 5, 2025, we entered into a Share Exchange Agreement (the “SEA”) with First Towers and the common shareholders of First Towers (the “Shareholders”). Subject to the terms and conditions set forth in the SEA, as amended as of August 19, 2025, the parties agreed to enter into a business combination transaction (the “First Towers Transaction”), pursuant to which, among other things, all of the common shares of First Towers were exchanged for either (a) our (i) newly authorized Class A Special Shares of the Company (the “Class A Special Shares”), that convert into an aggregate number of common shares of the Company equal to 19.9% of the common shares of the Company issued and outstanding at the closing of the Transaction and (ii) newly authorized Class B Special Shares of the Company (the “Class B Special Shares” and, with the Class A Special Shares, the “Special Shares”), that convert into the remaining Purchaser Shares otherwise issuable to the Shareholders under the amended SEA, or (b) cash payable over time and evidenced by a promissory note (the “Consideration Note”), and First Towers continued as a wholly owned subsidiary of the Company.
The Company’s Board of Directors and its executive officers as of immediately prior to the closing of the Transaction remained, while management of First Towers, as a wholly-owned subsidiary of the Company, included Christopher Cooper, President, Francisco Juarez, VP and Chief Operating Officer, and Edgar Contreras, Country Manager.
In connection with the Transaction, at the closing, the Company entered into a Debt Settlement Agreement (the “PGC DSA”) and a Convertible Promissory Note (the “PGC Note”) with PGC Finco Inc. (“PGC”), and a Debt Settlement Agreement (the “Dunstan DSA”) and a Convertible Promissory Note (the “Dunstan Note”) with Dunstan Holdings Ltd. (“Dunstan”).
Pursuant to the PGC DSA, 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, and the Company paid to PGC a cash payment of $500,000 and issued to PGC, 24,762 Class B Special Share.
Pursuant to the Dunstan DSA, in satisfaction of all indebtedness of First Towers to Dunstan through the Closing, the Company assumed indebtedness of First Towers in the aggregate principal amount of US$756,917 which is evidenced by the Dunstan Note, and the Company issued to PGC 7,787 Class B Special Shares.
Each of the PGC Note and 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.
Each Note may be converted from time to time by either the Company or the holder of the Note, into common shares of the Company, subject to first obtaining approval from the shareholders of the Company at the Second Shareholder Meeting. The conversion price shall be a price per share equal to the greater of (a) $6.12 and (b) a ten percent discount to the seven-trading day VWAP immediately prior to receipt of the conversion notice.
Also in connection with the Transaction, at the closing, the Company entered into the Consideration Note with a Shareholder. The Consideration Note was issued in the principal amount of US$14,133,966. It has a maturity date of August 19, 2027 and has an interest rate of 16% per annum payable quarterly. In addition, the Company paid to the holder of the Consideration Note a commitment fee of $424,018.98.
The Consideration Note is secured by all of the assets of the Company pursuant to a General Security Agreement dated as of August 19, 2025, but such security interest has been subordinated to the Notes and the security interest held by PGC and Dunstan. Since its issuance, the Company prepaid approximately $8.5 million of the Consideration Note, including payment made to interest.
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RESULTS OF OPERATIONS
The discussion below summarizes Akanda Group’s consolidated historical operation results.
During the year ended December 31, 2025, Akanda Group evaluated the current state of Canmart and determined to discontinue and cease its UK operation. As a result, Akanda Group accounted for the operating results of Canmart, which was a net loss of $26,013, as a discontinued operation during the year ended December 31, 2025 and has reclassified the operating results of Canmart as a discontinued operation for the year ended December 31, 2024.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table sets 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.
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Sales | $ | 404,394 | $ | — | ||||
| Cost of sales | (327,803 | ) | — | |||||
| Gross Profit | 76,591 | — | ||||||
| Operating expenses | ||||||||
| Depreciation and amortization | 211,168 | 84,788 | ||||||
| Consulting and professional fees | 518,867 | 863,287 | ||||||
| Personnel expenses | 512,657 | 226,822 | ||||||
| General and administrative expenses | 3,652,167 | 315,859 | ||||||
| Total operating expenses | 4,894,859 | 1,490,756 | ||||||
| Operating loss | (4,818,268 | ) | (1,490,756 | ) | ||||
| Other (expense) income: | ||||||||
| Finance income | — | 38,116 | ||||||
| Finance expense | (820,127 | ) | (17,749 | ) | ||||
| Foreign exchange gain (loss), net | (417,418 | ) | 44,521 | |||||
| Gain (loss) on debt settlement | (120,623 | ) | 21,575 | |||||
| Other income | 126 | — | ||||||
| Transaction costs | (70,000 | ) | — | |||||
| (1,428,042 | ) | 86,463 | ||||||
| Net loss from continuing operations | (6,246,310 | ) | (1,404,293 | ) | ||||
| Gain from discontinued operation | — | 589,292 | ||||||
| Net loss | $ | (6,246,310 | ) | $ | (815,001 | ) | ||
| Translation adjustment | 448,282 | 122,144 | ||||||
| Comprehensive loss | $ | (5,798,028 | ) | $ | (692,857 | ) | ||
| Net loss attributable to: | ||||||||
| Shareholders of the Company | $ | (6,196,557 | ) | $ | (815,001 | ) | ||
| Non-controlling interest | (49,753 | ) | — | |||||
| $ | (6,246,310 | ) | $ | (815,001 | ) | |||
| Net comprehensive loss attributable to: | ||||||||
| Shareholders of the Company | $ | (6,152,223 | ) | $ | (692,857 | ) | ||
| Non-controlling interest | 354,195 | — | ||||||
| $ | (5,798,028 | ) | $ | (692,857 | ) | |||
| Loss per share from continuing operations – basic and diluted | $ | (11.80 | ) | $ | (45.54 | ) | ||
| Loss per share – basic and diluted | $ | (11.80 | ) | $ | (26.43 | ) | ||
| Weighted average common shares outstanding | 525,042 | 30,840 | ||||||
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Revenue
The revenue of $404,394 for the six months ended June 30, 2026 as compared to $nil for 2025 came from the Akanda Group’s First Towers’s operations in Mexico. The revenue increase in 2026 was mainly the result of the acquisition of First Towers in August 2025. First Towers generate revenue from leasing its fiber optic networks and telecommunication towers.
Cost of Sales
Akanda Group’s cost of sales increased from $nil in 2025 to $327,803 in 2026. The increase is directly related to the increase in sales activities and costs on maintenance and services on telecom towers during the current period since the acquisition of First Towers, as compared to no sales during the same period in the prior year when we did not own First Towers.
Amortization and Depreciation
Amortization and depreciation expenses increased from $84,788 for 2025 to $211,168 for the six months ended June 30, 2026. The increase in the amortization and depreciation expenses recorded during the six months ended June 30, 2026 was mainly attributable to the depreciation of First Tower assets held in Mexico and leased assets in the current period as compared to the same period in the prior year.
Consulting and Professional Fees
The consulting and professional fees incurred decreased from $863,287 in 2025 to $518,867 for the six months ended June 30, 2026. This decrease in consulting and professional fees resulted from lower fees incurred during the current period as compared to the same period in the prior year. Consulting and professional fees incurred were mainly related to the engagement of various professional advisors and consultants in relation to Akanda’s completion of financings.
Personnel Expenses
The Akanda Group incurred personnel expenses of $820,127 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.
General and Administration Expenses
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 August 2025.
Interest Expense
The Akanda Group incurred interest expenses of $825,409 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.
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Interest income
Interest income for the six 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.
Foreign Currency Translation
The foreign exchange gain (loss) is recognized on the translation of the consolidated financial statements from their functional currencies to United States Dollar. The Euro is the functional currency for our former Cannahealth and Holigen businesses, Mexican Peso is the functional currency of our CT Mexico and CT&FO Mexico subsidiaries, and Canadian dollars is the functional currency of Akanda, 1371011 B.C. Ltd. and First Towers while the United States Dollar is its reporting currency. The exchange gains and losses have not been incurred on any transactions or balances held by these companies in a different currency.
Net Loss and Total Comprehensive Loss
For the six months ended 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.
LIQUIDITY AND CAPITAL RESOURCES
Akanda did not generate material revenues in 2025, as a result of shutting down its Canmart operations, and never generated any revenues from its then-planned British Columbia farming facility. Furthermore, although Akanda is generating revenues as a result of its 2025 acquisition of First Towers, there can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.
As a result of cash on hand and revenues from First Tower, 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 any future capital raise, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for up to approximately five months.
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.
Cash Flows
The Akanda Group’s principal liquidity requirements are for corporate operating expenses, working capital and capital expenditures. Historically, we have funded our liquidity requirements primarily through shareholder loans, loans from third parties and from the issuance of shares. We did not have, during the reporting period, and we do not currently have any contractual obligations for ongoing capital expenditures.
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The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026:
| Six Months Ended June 30, 2026 | ||||||||||||
| 2026 | Change | 2025 | ||||||||||
| Cash provided by (used in) operating activities | $ | (3,194,676 | ) | $ | (2,819,072 | ) | $ | (375,604 | ) | |||
| Cash provided by (used in) investing activities | $ | (3,269,058 | ) | $ | (3,269,231 | ) | $ | 173 | ||||
| Cash provided by (used in) financing activities | $ | 6,774,048 | $ | 7,296,454 | $ | (522,406 | ) | |||||
Cash Flows from Operating Activities
For the six months ended 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.
Cash Flows from Investing Activities
Cash used in investing activities was $3,269,058 for the six months ended June 30, 2026, which were mainly attributable to cash paid as part of consideration for the acquisition of First Towers and additional purchases or costs for fiber optic projects and telecommunication towers. The cash provided by investing activities during the six months ended June 30, 2025 was mainly attributable to loan repayment, offset by cash surrendered on loss of control of Canmart.
Cash Flows from Financing Activities
Cash provided by financing activities was $6,774,048 for the six months ended June 30, 2026, which was mainly attributable to the proceeds from notes financing, as discussed below, and partially offset by repayment of loan interest, lease payments and financing costs. Cash used in financing activities during the six months ended June 30, 2025 was mainly attributable to repayment of loans to related parties and third parties and advances to First Towers, partially offset by proceeds from a private offering, as discussed below.
Share Capital and Financing
During the six months ended June 30, 2026, Akanda Group completed the following financing:
| (i) | On January 21, 2026, the Company closed the Securities Purchase Agreement entered on January 20, 2026 with certain institutional investors to issue and sell to each of the September Investors a convertible promissory note for gross proceeds of $7,000,000. No notes were converted during the six months ended June 30, 2026. |
During the six months ended June 30, 2025, Akanda Group completed the following financing:
| (i) | On March 26, 2025, pursuant to a series of subscription agreement entered with investors on March 21 and 24, 2025, Akanda Group completed its private offering with the issuance of 3,250 common shares at a subscription price of $98.44 per share for gross proceeds of $320,000. |
Short Term Loan
No new loans were received during the six months ended June 30, 2026 and 2025.
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Disclosure of Contractual Arrangements
On June 30, 2026, Akanda Group was committed to minimum lease payments as follows:
| Less than One Year | 1 - 5 Years | Over 5 Years | ||||||||||
| Contractual Obligation | ||||||||||||
| Office lease | $ | 72,000 | $ | — | $ | — | ||||||
| Tower leases | 42,232 | 212,184 | 69,172 | |||||||||
| Total | $ | 114,232 | $ | 212,184 | $ | 69,172 | ||||||
The amounts above are undiscounted and include the total amounts due, including the interest component, that has been reclassified to accounts payable.
Pursuant to the BC Option Agreement, the Company agreed to pay to 1107385 BC Ltd the Value (as defined below) in cash from the proceeds of the Company’s next capital raising transaction from the date of its last amendment. For purposes hereof, “Value” means the U.S. dollar amount calculated as follows: (i) the product of the number of Ordinary Shares multiplied by the closing price of the Ordinary Shares on the Nasdaq Capital Market (or such other trading market or quotation system such shares are then traded or quoted) on the date of registration of certain shares of the Company held by 1107385 BC Ltd, and (ii) subtracting the result of subsection (i) from US$600,000. As of the date of this Report on Form 6-K, the Company has not registered any of such shares or made any such payment to 1107385 BC Ltd.
SUBSEQUENT EVENTS
Subsequent to the six month ended June 30, 2026 and up to August 26, 2026, pursuant to the conversion of January Note (note 14) and its interest, the Akanda Group’s issued a total of 1,030,000 common shares, of which 250,000 common shares had a conversion price of $5.7150, 670,000 common shares had a conversion price of $4.2585, 50,000 common shares had a conversion price of $4.5815 and the remaining 60,000 common shares had a conversion price of $5.4825, for a total aggregate amount of $4,839,970.
Also, subsequent to June 30, 2026, Katie Field resigned as Interim Chief Executive Officer, Executive Director and from all other positions with the Company and its subsidiaries, effective September 3, 2026. Also effective September 3, 2026, the Company’s Board of Directors appointed Christopher Cooper, an existing director of the Company and President of First Towers and Fiber Corp., as Chief Executive Officer. The Company disclosed the management change in a Form 6-K filed with the SEC on September 9, 2026. The management change did not result in any adjustment to the unaudited condensed interim consolidated financial statements.
See also “-CESSATION OF CANNABIS BUSINESS” above.
| Exhibit No. | Description | |
| 99.1 | Interim Condensed Consolidated Financial Statements as of June 30, 2026 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AKANDA CORP. | |||
| (Registrant) | |||
| Date: September 30, 2026 | By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | ||
| Title: | Chief Executive Officer and Director | ||
11
Exhibit 99.1
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| As at | June 30, | December 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||||
| ASSETS | ||||||||||||
| Current | ||||||||||||
| Cash | $ | $ | ||||||||||
| Cash held in trust | ||||||||||||
| Trade and other receivables | 6 | |||||||||||
| Prepayments | 7 | |||||||||||
| Total Current Assets | ||||||||||||
| Non-Current | ||||||||||||
| Property, plant and equipment | 8 | |||||||||||
| Right-of-use assets | 9 | |||||||||||
| Total Non-Current Assets | ||||||||||||
| Total Assets | $ | $ | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| Current | ||||||||||||
| Trade and other payables | $ | $ | ||||||||||
| Lease liability | 12 | |||||||||||
| Loans and borrowings | 4,13 | |||||||||||
| Convertible promissory notes | 14 | |||||||||||
| Due to related parties | 16 | |||||||||||
| Total Current Liabilities | ||||||||||||
| Non-Current | ||||||||||||
| Lease liability | 12 | |||||||||||
| Secured promissory notes | 4 | |||||||||||
| Secured convertible debenture | 4 | |||||||||||
| Total Non-Current Liabilities | ||||||||||||
| Total Liabilities | ||||||||||||
| Shareholders’ Deficit | ||||||||||||
| Common shares | 15 | |||||||||||
| Class A special shares | 4,15 | |||||||||||
| Class B special shares | 4,15 | |||||||||||
| Other reserves | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||||
| Non-controlling interest | 17 | ( | ) | ( | ) | |||||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-1
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States Dollars)
| Six Months ended | ||||||||||||
| June 30, | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| Sales | 22 | $ | $ | |||||||||
| Cost of sales | ( | ) | ||||||||||
| Gross Profit | ||||||||||||
| Operating expenses | ||||||||||||
| Depreciation and amortization | 8,9 | |||||||||||
| Consulting and professional fees | 16 | |||||||||||
| Personnel expenses | 16 | |||||||||||
| General and administrative expenses | 23 | |||||||||||
| Total operating expenses | ||||||||||||
| Operating loss | ( | ) | ( | ) | ||||||||
| Other income (expenses): | ||||||||||||
| Finance income | ||||||||||||
| Finance expense | 4,12,13,14 | ( | ) | ( | ) | |||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||
| Gain (loss) on debt settlement | 4,15 | ( | ) | |||||||||
| Transaction costs | 14 | ( | ) | |||||||||
| Other income | ||||||||||||
| ( | ) | |||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||||||
| Gain from discontinued operation | 5 | |||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||
| Translation adjustment | ||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||||||
| Net loss attributable to: | ||||||||||||
| Shareholders of the Company | $ | ( | ) | $ | ( | ) | ||||||
| Non-controlling interest | ( | ) | ||||||||||
| $ | ( | ) | $ | ( | ) | |||||||
| Net comprehensive loss attributable to: | ||||||||||||
| Shareholders of the Company | $ | ( | ) | $ | ( | ) | ||||||
| Non-controlling interest | ||||||||||||
| $ | ( | ) | $ | ( | ) | |||||||
| Loss per share from continuing operations – basic and diluted | 15 | $ | ( | ) | $ | ( | ) | |||||
| Loss per share – basic and diluted | 15 | $ | ( | ) | $ | ( | ) | |||||
| Weighted average common shares outstanding | 15 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-2
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Shareholders’ Equity (Deficit)
(Expressed in United States Dollars)
| Note | Common Shares |
Class A Special Shares |
Class B Special Shares |
Other Reserves |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Non-controlling interest |
Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Issuance of shares from private placement | 15 | |||||||||||||||||||||||||||||||||||
| Impact of loss of control of Canmart | 5 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Translation adjustment | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of shares upon conversion of promissory note and interest | 14,15 | |||||||||||||||||||||||||||||||||||
| Payment of offering costs in connection with the issuance of convertible promissory notes | 15 | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Translation adjustment | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-3
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
| Six Months ended June 30, | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||||||
| Net gain from discontinued operations | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||
| Adjustments for non-cash items: | ||||||||||||
| Gain on loss of control of Canmart, net of cash surrendered and foreign currency translation adjustment | ( | ) | ||||||||||
| Depreciation and amortization | 8,9 | |||||||||||
| Depreciation and amortization from discontinued operations | 8 | |||||||||||
| Interest expenses | 4,12,13,14 | |||||||||||
| Interest income from Bridge loans | ( | ) | ||||||||||
| Loss (gain) on settlement on debt | 4,14 | ( | ) | |||||||||
| Foreign exchange loss (gain), net | ||||||||||||
| Change in fair value of financial liabilities at FVTPL | ||||||||||||
| Working capital adjustments (net of amounts acquired/disposed): | ||||||||||||
| Trade and other receivables | ( | ) | ||||||||||
| Prepayments | ||||||||||||
| Trade and other payables | ( | ) | ||||||||||
| Due to related parties | ||||||||||||
| Cash flows used in operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Additions to property, plant and equipment | 8 | ( | ) | |||||||||
| Loan repayment | ||||||||||||
| Cash surrendered on loss of control of Canmart | 5 | ( | ) | |||||||||
| Cash paid for note consideration pursuant to acquisition of First Towers | 4 | ( | ) | |||||||||
| Cash flows provided by (used in) investing activities | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from private placement | 15 | |||||||||||
| Proceeds from issuance of convertible promissory notes | 14 | |||||||||||
| Payment of offering costs in connection with the issuance of convertible promissory notes | ( | ) | ||||||||||
| Advances from (to) related parties | 15 | ( | ) | |||||||||
| Repayment of advances from related parties | ( | ) | ||||||||||
| Loan interest repayment | 4 | ( | ) | ( | ) | |||||||
| Lease payments | 12 | ( | ) | |||||||||
| Cash flows provided by (used in) financing activities | ( | ) | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||||||
| Effects of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-4
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 1. | Nature of Operations and Going Concern |
Akanda Corp. (the “Company”) is domiciled in Canada and was incorporated on July 16, 2021. The Company’s registered office is 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto Canada, Ontario, M5K 0A1. The Company, through its subsidiaries. operates as a cannabis cultivation, manufacturing, and distribution company. The Company is also in the business of leasing fiber optic networks and telecommunication towers, through its subsidiary First Towers which is based in Mexico.
The Company was incorporated for the designed purpose of becoming the ultimate parent company of Cannahealth Ltd. (“Cannahealth”), through a reorganization of entities with common control. The share purchase agreement became unconditional on or about November 3, 2021 and the Company acquired the shares in the aforementioned entities from Halo Collective Inc. (“Halo”).
On April 29, 2022, the Company, through its wholly owned subsidiary, Cannahealth, acquired
On February 28, 2024, the Company incorporated a new subsidiary – 1468243 B.C. Ltd.
Prior to the liquidation event on May 30, 2025 described below, the Company, through its subsidiary Canmart Ltd. (“Canmart”), is also in the business of sales and distribution of cannabis-based products for medical use, which is based in the United Kingdom (“UK”). During the first quarter of 2025, the Company evaluated the current state of Canmart and has determined to discontinue and cease it UK operation. The Company filed for creditor’s voluntary liquidation and had the winding up commenced on May 30, 2025 (note 5). At December 31, 2025, the Company no longer controlled Canmart and derecognized all assets and liabilities at their book values on May 30, 2025 and wrote down all balances to $. The Company accounted for the operating results of Canmart which was a net loss of $
On August 19, 2025, the Company acquired
The Company’s condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company incurred a net cash outflow of $
The Company is an early-stage company and is primarily dependent on externally provided financing and revenue generated by its subsidiary to continue as a going concern. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on satisfactory terms. Furthermore, there is no assurance that the Company will be profitable. Management intends to finance operating costs over the next twelve months with its cash on hand, equity and debt financing, and/or additional cash that will be generated from operations. The Company does not at this stage have any firm plans or commitments regarding further financing.
F-5
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 1. | Nature of Operations and Going Concern (continued) |
These uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities which might be necessary should the Company be unable to continue in existence.
| 2. | Basis of Preparation |
| (a) | Statement of compliance |
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and have been prepared using the same accounting policies and methods of application as those used in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
| (b) | Basis of preparation |
These condensed interim consolidated financial statements have been prepared on an accrual basis, except for cash flow information, and are based on the historical cost, modified where applicable and related to the valuation of certain financial assets and financial liabilities to fair value.
| (c) | Functional and presentation currency |
The Company and its subsidiaries are measured using the currency of the primary economic environment in which each subsidiary operates - the functional currency. The Euro is the functional currency of the Company’s Holigen and Cannahealth, Great British Pounds is the functional currency of the Company’s former Canmart business, Mexican Peso is the functional currency of CTFO Mexico and CT Mexico and Canadian Dollars is the functional currency of First Towers, 1371011 and Akanda while the United States Dollars is its reporting currency.
These condensed interim consolidated financial statements are prepared and presented in United States Dollars (“USD” or “$”), which is the Company’s reporting currency. All financial information has been rounded to the nearest dollar except where indicated otherwise.
| (d) | Use of estimates and judgments |
The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses during the year. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Areas in which management has made critical judgments in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include the determination of the Company’s and its subsidiaries’ functional currencies. Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year is presented in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
F-6
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 3. | Material Accounting Policies |
| (d) | Use of estimates and judgments (continued) |
These condensed interim consolidated financial statements do not include all the information required of the audited annual financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in the financial position and performance of the Company since the end of the last annual reporting period. The accounting policies followed in these condensed interim financial statements are the same as those applied in the Company’s most recent audited annual financial statements for the year ended December 31, 2025. Therefore, it is recommended that this financial report be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2025.
Recent accounting pronouncements
Certain new IFRS standards and interpretations have been issued but are not shown as they are not expected to have a material impact on the Company’s consolidated financial statements.
| 4. | Business Combination |
On August 22, 2025, the Company consummated the Business Combination pursuant to the Share Exchange Agreement ( “SEA”), as amended on August 19, 2025, with First Towers & Fibers Corp. (“First Towers”), a corporation existing under the laws of the Province of British Columbia. Pursuant to SEA, all of the common shares of First Towers have been acquired by the Company and in exchange, the Company will issue Class A Special Shares and Class B Special Shares and cash payable over time and evidenced by a promissory note. As a result of the closing, which was effective on August 21, 2025 but dated as of August 19, 2025, First Towers became a wholly owned subsidiary of the Company together with its subsidiaries, CT Mexico and CTFO Mexico.
Consideration Shares
The Company did not issue any of its common shares as of the closing, as originally contemplated by the SEA. On August 29, 2025, the Company held a Special Meeting of Shareholders and approved the creation of new classes of securities, including Class A Special Shares convertible into Company common shares on a one for one basis and Class B Special Shares convertible into Company common shares on a one for one basis. After the Special Meeting and the approval of the new classes of securities, the Company issued post-consolidated
Consideration Note
In connection with the closing, the Company entered into a promissory note with a First Towers Shareholder (the “Consideration Note”), in lieu of the Company issuing Class A Special Shares and Class B Special Shares as consideration to such shareholder. The Consideration Note is in the principal amount of $
As of June 30, 2026, the Company made a total repayment of $
F-7
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 4. | Business Combinations (continued) |
Consideration Note (continued)
First Towers owns and operates 700+kms 5G dark fiber network in central Mexico, where some of the strongest industrial and fastest growing state economies in Mexico are located, with multinational telecommunications giant Telefonica as anchor under a
The purchase of First Towers has been accounted for by the acquisition method, with the results of First Towers included in the Company’s results of operation from the date of acquisition. For accounting purposes, the acquisition of First Towers was determined as being a business combination in accordance with IFRS 3, with the Company identified as the accounting acquirer and First Towers as the acquiree.
| Class A Special Shares ( | $ | |||
| Class B Special Shares ( | ||||
| Cash (via Promissory Note) | ||||
| Total Consideration Paid | $ | |||
| Cash | $ | |||
| Trade and other receivables (note 6) | ||||
| Prepayments | ||||
| Property, plant and equipment, net (note 8) | ||||
| Right-of-use assets (note 9) | ||||
| Goodwill (note 10) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Due to related parties | ( | ) | ||
| Lease liabilities (note 12) | ( | ) | ||
| Loans and borrowings (note 13) | ( | ) | ||
| Due to/from Akanda | ( | ) | ||
| Net Assets Acquired | $ |
| * |
During the year ended December 31, 2025, the Company recorded a goodwill of $
From the date of acquisition, the operations of First Towers contributed a net loss of $
F-8
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 4. | Business Combinations (continued) |
Consideration Note (continued)
The Company performed its annual test for goodwill as at December 31, 2025. The Company did so by comparing the sum of the carrying value of the CGU of First Towers and the carrying value of goodwill against the fair value of First Towers’ business. Based on the impairment test, the carrying value for both goodwill and CGU far exceeded the fair value of First Towers’ business. As a result, goodwill was fully impaired as at December 31, 2025 and an impairment loss of $
During the six months ended June 30, 2026, the acquired business contributed $
Assumption of First Towers Indebtedness
In connection with the First Towers Transaction and the Closing, the Company entered into a Debt Settlement Agreement (the “PGC DSA”) and a Convertible Promissory Note (the “PGC Note”) with PGC Finco Inc. (“PGC”), and a Debt Settlement Agreement (the “Dunstan DSA”) and a Convertible Promissory Note (the “Dunstan Note”) with Dunstan Holdings Ltd. (“Dunstan”).
In satisfaction of all indebtedness of First Towers to PGC, the Company assumed indebtedness of First Towers in the aggregate principal amount of $
In satisfaction of all indebtedness of First Towers to Dunstan, the Company assumed indebtedness of First Towers in the aggregate principal amount of $
Each of the PGC Note and the Dunstan Note (collectively, the “Notes”) has a maturity date of
The convertible debenture was determined to be a hybrid financial instrument with a liability and an embedded derivative liability. The Company has elected the option in IFRS 9 to recognize the convertible debenture as one financial instrument at FVTPL. At the time of issuance, the Company determined the principal amount of $
F-9
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 4. | Business Combinations (continued) |
During the year ended December 31, 2025, the Company paid $
During the six months ended June 30, 2026, pursuant to the payment terms on interest of the Notes, the Company paid PGC and Dunstan a total interest amounting to $
| 5. | Loss of Control of Canmart Ltd. |
During the first quarter of 2025, the Company evaluated the current state of Canmart and has determined to discontinue and cease it UK operation. The Company came to this decision after receiving notification from Canmart’s directors that they intend to resign and thought out the difficulty in finding qualified replacements, among other things. The Company then filed for creditor’s voluntary liquidation and had the winding up commenced on May 30, 2025.
As at December 31, 2025, the Company no longer controlled Canmart and derecognized all assets and liabilities at their book values on May 30, 2025 and wrote down all balances to $. During the year ended December 31, 2025, the Company recorded a gain on loss of control of Canmart of $
| Year ended December 31, | 2025 | |||
| Net Revenue | $ | |||
| Operating expenses | ( | ) | ||
| Other income | ||||
| ( | ) | |||
| Gain on loss of control of subsidiary | ||||
| Gain on discontinued operations | $ | |||
| Exchange differences on translation of discontinued operations | $ | ( | ) | |
| Other comprehensive income from discontinued operations | $ | ( | ) | |
| Cash flows provided by (used in) operating activities | $ | ( | ) | |
| Cash flows provided by (used in) investing activities | ||||
| Cash flows provided by (used in) financing activities | ||||
| Effects of exchange rate changes on cash and cash equivalents | ||||
| Net change in cash used in by the subsidiary | $ | ( | ) | |
| Carrying amount of net liabilities immediately prior to loss of control of subsidiary | $ | ( | ) | |
| Reclassification of foreign currency translation reserve | ( | ) | ||
| Gain on loss of control of subsidiary | $ | ( | ) | |
F-10
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 5. | Loss of Control of Canmart Ltd. (continued) |
As at May 30, 2025, the carrying amounts of assets and liabilities of Canmart were as follows:
| Cash | $ | |||
| Accounts receivable (note 6) | ||||
| Prepayments | ||||
| Loan receivables (note 11) | ||||
| Property, plant and equipment (note 8) | ||||
| Intangible assets (note 10) | ||||
| Total assets | $ | |||
| Trade and other payables | $ | |||
| Total liabilities | $ | |||
| Net liabilities | $ | ( | ) |
| 6. | Trade and Other Receivables |
| June 30, 2026 | December 31, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Sales taxes and other taxes recoverable | ||||||||
| Other receivables | ||||||||
| $ | $ | |||||||
Trade receivables represent amounts due from customers under normal credit terms, generally 30 to 90 days. As at June 30, 2026, there were two customers (December 31, 2025 – three customers) with an amount greater than 10% of the Company’s trade accounts receivable which represented approximately
Sales taxes and other taxes recoverable consists mainly of Mexican value-added tax and other taxes recoverable which represented
During the year ended December 31, 2025, the Company derecognized accounts receivable with a net book value of $
| 7. | Prepayments |
| June 30, 2026 | December 31, 2025 | |||||||
| Advertising and promotion | $ | $ | ||||||
| Management fees | ||||||||
| Other prepayments and deposits | ||||||||
| $ | $ | |||||||
Other prepayments and deposits consists of advances to suppliers for tower and fiber network construction, deposits, and or other services expected to be utilized within the next twelve months.
F-11
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 8. | Property, Plant and Equipment |
| Cost | Land | Leasehold Improvements | Computers | Furniture and fixtures | Fibre Optics Projects | Telecom Towers | Machinery & Sat. Equip | Construction- in-progress | Total | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Acquisition (Note 4) | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Impact of loss of control of Canmart | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impairment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign exchange movements | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Foreign exchange movements | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Accumulated depreciation | Land | Leasehold Improvements | Computers | Furniture and fixtures | Fibre Optics Projects | Telecom Towers | Machinery & Sat. Equip | Construction -in-progress | Total | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||||||
| Depreciation – from discontinued operation | ||||||||||||||||||||||||||||||||||||
| Impact of loss of control of Canmart | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign exchange movements | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||||||
| Foreign exchange movements | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net book value | Land | Leasehold Improvements | Computers | Furniture and fixtures | Fibre Optics Projects | Telecom Towers | Machinery & Sat. Equip | Construction -in-progress | Total | |||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
F-12
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 8. | Property, Plant and Equipment (continued) |
During the year ended December 31, 2025, the Company derecognized property, plant and equipment with a net book value of $
In connection with the annual test performed for goodwill (note 10), the Company assessed that the sum of the carrying value of the CGU of First Towers (mainly PPE) and the carrying value of goodwill greatly exceeds the fair value of First Towers’ business. As a result, the excess of calculated impairment loss, after reducing goodwill, was pro-rated to PPE and ROU assets as at December 31, 2025. An impairment loss of $
The Company also performed an annual test for its land property as at December 31, 2025. The Company assessed that a significant portion of the net book value of land was impaired. An impairment loss of $
During the six months ended June 30, 2026, the Company recognized depreciation of its property, plant and equipment of $
1900 Ferne Road, Gabriola Island, British Columbia
On September 19, 2023, and as amended on September 22, 2023 and September 24, 2025, the Company entered into an option agreement with 1107385 B.C. Ltd (“1107385”) to purchase farming land property and related operations and licenses from 1107385. To acquire the property, the Company must pay the following:
| A. | The Company will issue a non-refundable payment equal to $ |
| ● | the First Option Payment, upon signing (issued |
| ● | the Second Option Payment, 15 days after signing (paid $ |
| ● | the Third Option Payment, 30 days after signing (paid $ |
Pursuant to the amendment on September 24, 2025, the term contained in the option agreement has been extended to September 25, 2027. The Company plans during this additional two year period to develop Tetrahydrocannabinol (THC) and cannabidiol (CBD) facilities at this site. In exchange for such extension, the Company shall pay to 1107385 a total of $
| a. | $ |
| b. | $ |
| B. | Additional payments will be made based upon milestones achieved from the development. Further payment milestones include: |
| ● | Upon approval or a license for THC cultivation on the property from the applicable regulatory authority, $ |
| ● | Upon sale of THC product cultivated from the property, $ |
| ● | Upon Hemp cultivation approval from the application regulatory authority, $ | |
| ● | Upon CBD cultivation approval from the application regulatory authority, $ |
F-13
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 8. | Property, Plant and Equipment (continued) |
1900 Ferne Road, Gabriola Island, British Columbia (continued)
On September 5, 2024, Health Canada approved a hemp license for the Company. As a result, the Company was paid an additional $
The Company has been working on obtaining its full cultivation license for a variety of potential products containing THC. As of June 30, 2026, the Company has not yet cultivated any product from this land.
Pursuant to the option agreement, the Company agreed to pay to 1107385 the Value (as defined below) in cash from the proceeds of the Company’s next capital raising transaction from the date of its last amendment. For purposes hereof, “Value” means the U.S. dollar amount calculated as follows: (i) the product of the number of Ordinary Shares multiplied by the closing price of the Ordinary Shares on the Nasdaq Capital Market (or such other trading market or quotation system such shares are then traded or quoted) on the date of registration of certain shares of the Company held by 1107385, and (ii) subtracting the result of subsection (i) from US$
| 9. | Right-of-use Assets |
On January 1, 2025, the Company entered into a lease agreement for an office space with a monthly lease payment of $
Pursuant to the acquisition of First Towers (note 4), part of the net assets assumed by the Company consist primarily of ground leases for tower and fiber infrastructure sites in Mexico. As of this period, First Towers owns and deployed 24 towers and an additional 6 are under construction. These assets are depreciated on a straight-line basis over the lease term.
During the year ended December 31, 2025, subsequent to the acquisition, First Towers completed the construction of 6 lease towers, and with this First Towers now have 30 cellular towers deployed. Of the six towers, three were leased and have the following monthly lease payment and terms: MX$
The details of the right-of-use assets recognized as at June 30, 2026 are as follows:
| Office lease | Tower and Fiber Infrastructure | Total | ||||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Acquisition (note 4) | ||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||
| Impairment loss | ( | ) | ( | ) | ||||||||
| Movement in exchange rates | ( | ) | ||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||
| Movement in exchange rates | ||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||
During the six months ended June 30, 2026, the Company recorded amortization on its right-of-use assets of $
F-14
Akanda Corp.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
| 9. | Right-of-use Assets (continued) |
In connection with the annual test performed for goodwill (note 10), the Company assessed that the sum of the carrying value of the CGU of First Towers and goodwill greatly exceeds the fair value of First Towers’ business. As a result, the excess of calculated impairment loss, after reducing goodwill, was pro-rated to PPE and ROU assets as at December 31, 2025. An impairment loss of $
| 10. | Intangible Assets and Goodwill |
| Cost: | Software | Licences | Goodwill | Total | ||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Acquisition (note 4) | ||||||||||||||||
| Impact on loss of control of Canmart | ( | ) | ( | ) | ||||||||||||
| Movement in exchange rates | ||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Accumulated amortization: | Software | Licences | Goodwill | Total | ||||||||||||
| Balance, December 31, 2024 and 2025 | $ | $ | $ | $ |
| Impairment: | Software | Licences | Goodwill | Total | ||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Addition | ||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Net book value | Software | Licences | Goodwill | Total | ||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ |
During the year ended December 31, 2025, concurrent to the loss of control of Canmart, the Company derecognized Canmart’s cannabis distribution license with a net book value of $
The Company performed its impairment test on goodwill and assessed that the sum of carrying value of CGU of First Towers and the carrying value of goodwill greatly exceeds the fair value of First Towers’ business. The calculated impairment loss was allocated to goodwill and other long-lived assets of First Towers – PPE (note 8) and ROU assets (note 9). Goodwill was fully impaired as at December 31, 2025 and an impairment loss of $
| 11. | Loans Receivable |
| (a) | On November 10, 2022, the Company entered into an agreement (the “Loan Restructuring Agreement”) with Cellen Life Sciences Limited and Cellen Biotech Limited (collectively referred to as “Cellen”) which entails the restructuring of the payment terms applicable to the $ |
F-15
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 11. | Loans Receivable (continued) |
| (b) | During the year ended December 31, 2023, the Company loaned an amount of $ |
| (c) | On November 21, 2024, the Company entered into a Bridge Loan Agreement with First Towers & Fiber Corp., a corporation incorporated under the laws of the Province of British Columbia (“First Towers”) and a company controlled by a director of the Company (note 16), pursuant to which the Company loaned out $ |
The obligations under the Loan will rank as the third ranking and most senior secured debt of First Towers. The Loan, together with all accrued interest, fees and other amount payable pursuant to the Loan Agreement, will be due and payable by First Towers in full on demand by the Company. In addition, First Towers has the right at any time to repay the Loan or any part of the Loan without premium, penalty or bonus. As general and continuing collateral security for the obligations under the Loan Agreement, First Towers agreed to execute and deliver to and in favor of the Company, a general security agreement creating a third-ranking security interest over all of First Towers’ property, an investment property pledge agreement creating a third-ranking security interest in all present and after acquired shares owned in First Towers (the “Pledged Shares”), a control agreement for the Pledged Shares, and an insurance transfer and consent, assigning certain insurance of First Towers to the Company as mortgagee, third loss payee and additional named insured as required by the Loan Agreement.
Pursuant to the Bridge Loan Agreement, the Company shall also advance to First Towers a $
| i. | On January 24, 2025, the Company lent an amount of $ |
| ii. | On February 14, 2025, the Company lent an amount of $ |
| iii. | On April 2, 2025, the Company lent a total amount of $ |
| iv. | On May 1, 2025, the Company lent a total amount of $ |
F-16
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 11. | Loans Receivable (continued) |
During the year ended December 31, 2025, the loan receivable balance including interest was terminated in consolidation as of the closing of the First Towers Transaction on August 19, 2025.
| (d) | During the year ended December 31, 2024, the Company paid and accrued an amount of $ |
During the year ended December 31, 2025, the Company paid an additional amount of $
The details of the loans receivable recognized as at December 31, 2025 are as follows:
| Balance, December 31, 2024 | $ | |||
| Addition | ||||
| Interest Receivable | ||||
| Cash payment | ( | ) | ||
| Impact on loss of control of Canmart | ( | ) | ||
| Termination of loans to First Towers’ including interest, pursuant to the acquisition | ( | ) | ||
| Write-off of loans to Halo | ( | ) | ||
| Movement in exchange rates | ||||
| Balance, December 31, 2025 | $ |
| 12. | Lease Liability |
On January 1, 2025, the Company entered into a lease agreement for an office space with a monthly lease payment of $
Pursuant to the acquisition of First Towers (note 4), part of the net liabilities assumed by the Company consist primarily of ground leases for tower and fiber infrastructure sites in Mexico. As of the acquisition date, First Towers owns and deployed 24 towers and an additional 6 are under construction.
During the year ended December 31, 2025, subsequent to the acquisition, First Towers completed the construction of 6 lease towers, and with this First Towers now have 30 cellular towers deployed. Of the six towers, three were leased and have the following monthly lease payment and terms: MX$
F-17
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 12. | Lease Liability (continued) |
The details of the lease liability recognized as at June 30, 2026 are as follows:
| Cost: | Office Lease | Tower leases | Total | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Acquisition (note 4) | ||||||||||||
| Accrued interest | ||||||||||||
| Cash payments | ( | ) | ( | ) | ( | ) | ||||||
| Reclass to Accounts payable | ( | ) | ( | ) | ||||||||
| Movement in exchange rates | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Accrued interest | ||||||||||||
| Cash payments | ( | ) | ( | ) | ( | ) | ||||||
| Reclass to Accounts payable, net | ( | ) | ( | ) | ||||||||
| Movement in exchange rates | ||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||
| Maturity | Incremental borrowing rates | June 30, 2026 | December 31, 2025 | |||||||||||
| Current | 2026 | $ | $ | |||||||||||
| Non-current | 2035 | |||||||||||||
| $ | $ | |||||||||||||
The Company has committed to the following undiscounted minimum lease payments remaining as at June 30, 2026:
| Years ended December 31: | ||||
| 2026, net of unpaid amounts transferred to Accounts payable | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ | ||||
| 13. | Loans and Borrowings |
| (a) | In connection with the acquisition of Holigen, the Company assumed a total loan of € |
| (b) | During the year ended December 31, 2023, the Company received loans of CAD$ |
| (c) | During the year ended December 31, 2023, the Company received loans of CAD$ |
F-18
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 13. | Loans and Borrowings (continued) |
During the year ended December 31, 2024, the Company received additional loans of CAD$
The Company made a partial repayments of $
| (d) | In connection with the acquisition of First Towers (note 4), the Company assumed a total loans of CAD$ |
| 14. | Convertible Promissory Notes |
September 2025 Notes Offering
On September 12, 2025, the Company closed the Securities Purchase Agreement entered on September 11, 2025 with certain institutional investors (the “September Investors”), to issue and sell to each of the September Investors a convertible promissory note (each, individually, a “September Note” and collectively, the “September Notes”), for aggregate gross proceeds to the Company of $
The Company used the net proceeds (i) for marketing purposes of up to $
As compensation for such placement agent services, the Company paid the Placement Agent $
The maturity date of each September Note is the 12-month anniversary of the issuance date of such September Note, and is the date upon which the principal amount, as well as any other fees, shall be due and payable. The Notes bear interest at a rate of
The September Note was determined to be a hybrid financial instrument with a liability and an embedded derivative liability. The Company has elected the option in IFRS 9 to recognize the September Note as one financial instrument at FVTPL. Under this approach, the transaction costs of $
During the year ended December 31, 2025, the Company issued
F-19
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 14. | Convertible Promissory Notes (continued) |
September 2025 Notes Offering (continued)
During the year ended December 31, 2025, the Company assessed that the fair value of the converted September Notes was $
During the six months ended June 30, 2026, the Company issued
January 2026 Notes Offering
On January 21, 2026, the Company closed the Securities Purchase Agreement entered on January 20, 2026 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 $
The Company used the net proceeds from the sale of the January Notes for (i) marketing purposes of up to $
As compensation for such placement agent services, the Company paid the Placement Agent $
The 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
The January Note was determined to be a hybrid financial instrument with a liability and an embedded derivative liability. The Company has elected the option in IFRS 9 to recognize the January Note as one financial instrument at FVTPL. Under this approach, the transaction costs of $
F-20
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 15. | Share Capital |
| (a) | Authorized |
The Company has authorized share capital of an unlimited number of common shares, an unlimited number of Class A Special Shares, an unlimited number of Class B Special Shares, and an unlimited number of preferred shares, issuable in series, with par value.
On August 26, 2025, the Company implemented a
On January 12, 2026, the Company implemented a
On April 13, 2026, the Company implemented a 1-for-4.5 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.
| (b) |
| Number of shares | Capital | |||||||
| Balance, December 31, 2024 | $ | |||||||
| Issuance of shares from private placement | ||||||||
| Issuance of shares upon conversion of note | ||||||||
| Fair value adjustment on the converted promissory note | ( | ) | ||||||
| Share issuance costs | ( | ) | ||||||
| Impact on loss of control of Canmart | ( | ) | ||||||
| Balance, December 31, 2025 | ||||||||
| Issuance of shares upon conversion of note | ||||||||
| Effect of reverse share split – Cancelled shares | ( | ) | ||||||
| Payment of offering costs in connection with the issuance of convertible promissory notes | ( | ) | ||||||
| Balance, June 30, 2026 | $ | |||||||
During the six months ended June 30, 2026, the Company had the following share capital transactions:
| (i) | On January 14, 2026, pursuant to the conversion of September Note (note 14), the Company issued a total of |
| (ii) | On January 16, 2026, pursuant to the conversion of September Note (note 14), the Company issued |
F-21
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 15. | Share Capital (continued) |
| (b) | Shares issued and outstanding (continued) |
During the six months ended June 30, 2026, the Company had the following share capital transactions (continued):
| (iii) | On January 22, 2026, pursuant to the full and final conversion of September Note (note 14), the Company issued a total of |
| (iv) | In connection with the private placement completed during the period, the Company incurred a total issuance costs of $ |
During the year ended December 31, 2025, the Company had the following share capital transactions:
| (i) | On March 26, 2025, pursuant to a series of subscription agreement entered with investors on March 21 and 24, 2025, the Company completed its private offering with the issuance of |
| (ii) | On October 2, 2025, pursuant to the conversion of promissory note (note 14), the Company issued |
| (iii) | On October 6, 2025, pursuant to the conversion of promissory note (note 14), the Company issued |
| (iv) | On October 9, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (v) | On October 16, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (vi) | On October 21, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (vii) | On October 24, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (viii) | On November 14, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (ix) | On November 17, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
During the year ended December 31, 2025, the Company had the following share capital transactions (continued):
| (x) | On November 24, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xi) | On November 26, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xii) | On December 3, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xiii) | On December 8, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
F-22
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 15. | Share Capital (continued) |
| (b) | Shares issued and outstanding (continued) |
| (xiv) | On December 15, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xv) | On December 16, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xvi) | On December 18, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xvii) | On December 19, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xviii) | On December 23, 2025, pursuant to the conversion of September Note (note 14), the Company issued |
| (xix) | In connection with the private placement completed during the year, the Company incurred a total share issuance costs of $ |
| (c) | Special Shares |
Class A Special Shares
On August 29, 2025, the Company approved an amendment of the Articles to create a new class of special common shares without nominal or par value (the “Class A Special Shares). The Class A Special Shares is convertible into Company common shares on a one for one basis. The holders of the Class A Special Shares shall be entitled to one vote for each Class A Special Shares held at all meetings of shareholders of the Corporation and shall vote as a single class with the Common Shares.
In the event of any Liquidation Distribution, subject to the prior rights of the holders of the shares of any other class ranking senior to the Common Shares and equal in rank to the Common Shares and Class B Special Shares, the holders of the Class A Special Shares shall be entitled to receive all remaining property and assets of the Corporation.
Class B Special Shares
On August 29, 2025, the Company approved an amendment of the Articles to create a new class of special common shares without nominal or par value (the “Class B Special Shares”). The Class B Special Shares is convertible into Company common shares on a one for one basis. The holders of the Class B Special Shares shall be entitled to one vote for each Class B Special Share held at all meetings of shareholders of the Corporation and shall vote as a single class with the Common Shares and the Class A 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.
In the event of any Liquidation Distribution, subject to the prior rights of the holders of the shares of any other class ranking senior to the Common Shares and equal in rank to the Class A Special Shares and Common Shares, the holders of the Class B Special Shares shall be entitled to receive all remaining property and assets of the Corporation.
Issued and Outstanding
On August 29, 2025, the Company issued
On November 28, 2025, the Company issued
F-23
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 15. | Share Capital (continued) |
| (c) | Special Shares (continued) |
A summary of the Company’s outstanding Special Shares as at June 30, 2026 are as follows:
| Number of Class A Special Shares | Number of Class B Special Shares | Capital | ||||||||||
| Balance, December 31, 2024 | $ | |||||||||||
| Issuance of special shares pursuant to the acquisition of First Towers | ||||||||||||
| Issuance of special shares pursuant to a debt settlement | ||||||||||||
| Balance, December 31, 2025 and June 30, 2026 | $ | |||||||||||
| (d) | Loss per share |
The weighted average number of common shares outstanding for basic and diluted loss per share for the six months ended June 30, 2026 was
| (e) | Restricted stock units |
In order to incentivize senior executive management and key staff, the Company makes use of equity incentives awarded pursuant to the Employee Share Ownership Plan (“ESOP”). In terms of the ESOP, as amended in March 2024, the Company may award up to
There were no RSUs granted and outstanding during the six months ended June 30, 2026 and the year ended December 31, 2025.
| 16. | Related Party Transactions |
Transactions with Key Management Personnel
The Company has identified its Board of Directors, Executive Chairman, Chief Executive Officer (“CEO”), and Chief Financial Officer (“CFO”) as its key management personnel who have the authority and responsibility for planning, directing and controlling the Company’s main activities.
| For the six months ended June 30, | 2026 | 2025 | ||||||
| Key Management Remuneration | $ | $ | ||||||
| Stock-based compensation | ||||||||
| $ | $ | |||||||
The Key Management remuneration is included in Consulting and Professional Fees and Personnel Expenses in the Statement of Operations.
F-24
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 16. | Related Party Transactions (continued) |
As of June 30, 2026, the Company has balances payable to related parties of $
| a. | Included within accounts payable and accrued liabilities at June 30, 2026 is remuneration payable to key management totaling $ |
| ● | current directors and officers: |
| i. | $ |
| ii. | $ |
| iii. | $ |
| iv. | $ |
| v. | $ |
| vi. | $ |
| vii. | $ |
| viii. | $ |
| ix. | $ |
| b. | The Company has the following loans outstanding to 1248787 B.C. Ltd. (“1248787”), a company controlled by Jatinder Dhaliwal, a director of the Akanda: |
| i. | On August 18, 2023, the Company received a loan of C$ |
| ii. | On September 27, 2023, the Company received a loan of C$ |
| iii. | On October 13, 2023, the Company received a loan of C$ |
As of June 30, 2026, the Company has balances receivable from related parties of $ (December 31, 2025 – $) as below:
| a. | Advances - Halo |
During the year ended December 31, 2024, the Company paid and accrued an amount of $
During the year ended December 31, 2025, the Company paid an additional amount of $
F-25
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 16. | Related Party Transactions (continued) |
| b. | The Company has the following loan receivable from First Towers, a company controlled by Christopher Cooper, a director of Akanda: |
On November 21, 2024, the Company entered into a Bridge Loan Agreement with First Towers & Fiber Corp., a corporation incorporated under the laws of the Province of British Columbia (“First Towers”), pursuant to which the Company agreed to loan to First Towers $
Pursuant to the Bridge Loan Agreement, the Company shall also advance to First Towers a $
The Company’s related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.
| 17. | Non-controlling Interest |
As at June 30, 2026, the carrying value of non-controlling interest (“NCI”) was $
| Cost: | CTFO Mexico | CT Mexico | Total | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Net loss allocated to NCI | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Net loss (gain) allocated to NCI | ( | ) | ||||||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||
| 18. | Financial Instruments |
Determination of Fair Values
IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in measuring fair value. The fair value hierarchy has the following levels:
Level 1 – Quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions market participants would use in pricing.
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following models. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
F-26
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 18. | Financial Instruments (continued) |
The following is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments as at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Financial assets | Level | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||||
| Financial assets measured at amortised cost: | $ | $ | $ | $ | ||||||||||||||||
| Cash and cash held in trust | 1 | |||||||||||||||||||
| Trade and other receivables | 2 | |||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Financial liabilities measure at amortised cost: | ||||||||||||||||||||
| Trade and other payables | 2 | |||||||||||||||||||
| Loans and borrowings | 2 | |||||||||||||||||||
| Secured promissory notes | 2 | |||||||||||||||||||
| Lease liabilities | 2 | |||||||||||||||||||
| Due to related parties | 2 | |||||||||||||||||||
| Financial liabilities measure at FVTPL: | ||||||||||||||||||||
| Convertible promissory notes | 2 | |||||||||||||||||||
| Secured convertible debenture | 2 | |||||||||||||||||||
| 19. | Risks Arising from Financial Instruments and Risk Management |
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange and interest rate risks), credit risk and liquidity risk. Risk management is the responsibility of the Company, which identifies, evaluates and, where appropriate, mitigates financial risks.
| (a) | Market risk |
Foreign exchange risk: is the risk that the fair value of future cash flows for financial instruments will fluctuate because of changes in foreign exchange rates. The Company has not entered into any foreign exchange hedging contracts.
| As at (expressed in GBP) | June 30, 2026 | December 31, 2025 | ||||||
| Financial assets | ||||||||
| Cash | £ | £ | ||||||
| Trade and other receivables | ||||||||
| Loans receivable | ||||||||
| £ | £ | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | £ | £ | ||||||
| £ | £ | |||||||
F-27
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 19. | Risks Arising from Financial Instruments and Risk Management (continued) |
| (a) | Market risk (continued) |
| As at (expressed in EUR) | June 30, 2026 | December 31, 2025 | ||||||
| Financial assets | ||||||||
| Cash | € | € | ||||||
| Trade and other receivables | ||||||||
| € | € | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | € | € | ||||||
| Loans and borrowings | ||||||||
| € | € | |||||||
| As at (expressed in CAD) | June 30, 2026 | December 31, 2025 | ||||||
| Financial assets | ||||||||
| Cash | $ | $ | ||||||
| Trade and other receivables | ||||||||
| $ | $ | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | $ | $ | ||||||
| Due to related party | ||||||||
| Lease liabilities | ||||||||
| Loans and borrowings | ||||||||
| Convertible promissory notes | ||||||||
| Secured promissory notes | ||||||||
| Secured convertible debenture | ||||||||
| $ | $ | |||||||
| As at (expressed in MXN) | June 30, 2026 | December 31, 2025 | ||||||
| Financial assets | ||||||||
| Cash | $ | $ | ||||||
| Trade and other receivables | ||||||||
| Due from related parties | ||||||||
| $ | $ | |||||||
| Financial liabilities | ||||||||
| Trade and other payables | $ | $ | ||||||
| Lease liabilities | ||||||||
| $ | $ | |||||||
Based on the above net exposures as at June 30, 2026, assuming that all other variables remain constant, a
| (b) | Credit risk |
Credit risk is the risk of financial loss to the Company if a partner or counterparty to a financial instrument fails to meet its contractual obligation and arises principally from the Company’s cash and accounts receivable. The carrying amounts of the financial assets represents the maximum credit exposure. The Company limits its exposure to credit risk on cash by placing these financial instruments with high-credit quality financial institutions.
F-28
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 19. | Risks Arising from Financial Instruments and Risk Management (continued) |
| (b) | Credit risk (continued) |
At June 30, 2026, the Company was subject to a concentration of credit risk related to its accounts receivable as
| (c) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows, as well as anticipated investing and financing activities and to ensure that it will have sufficient liquidity to meet its liabilities and commitments when due and to fund future operations. The Company’s trade and other payables are due within the current operating year.
| 20. | Capital Management |
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to continue the business of the Company. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share and warrant issuances, granting of stock options, the issuance of debt or by undertaking other activities as deemed appropriate under the specific circumstance. The Board of Directors does not establish a quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to provide capital to pursue the development and commercialization of its products. In the management of capital, the Company includes cash, short-term debt and capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or new debt.
At the current stage of the Company’s development, in order to maximize its current business activities, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company’s overall strategy with respect to capital risk management remains unchanged for the six months ended June 30, 2026 and 2025.
F-29
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 21. | Segmented Information |
Operating segments are defined as a component of an entity for which separate financial information is available and evaluated regularly by the Chief Operating Decision Maker, which is our Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The Company has
Set out below is information about the assets and liabilities as at June 30, 2026 and December 31, 2025 and profit or loss from each segment for the six months ended June 30, 2026 and 2025:
| As at June 30, 2026 | ||||||||||||||||||||
| Financial statement line item: | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Reportable segment assets | $ | $ | $ | $ | $ | |||||||||||||||
| Reportable segment liabilities | ||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Financial statement line item: | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Reportable segment assets | $ | $ | $ | $ | $ | |||||||||||||||
| Reportable segment liabilities | ||||||||||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||||||
| Financial statement line item: | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||||||
| Finance income | ( | ) | ||||||||||||||||||
| Finance expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation & amortization | ||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||
| Reportable segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
F-30
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 21. | Segmented Information (continued) |
| For the six months ended June 30, 2025 | ||||||||||||||||||||
| Financial statement line item: | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Finance income | ||||||||||||||||||||
| Finance expense | ( | ) | ( | ) | ||||||||||||||||
| Depreciation & amortization | ||||||||||||||||||||
| Discontinued operations | ( | ) | ( | ) | ||||||||||||||||
| Reportable segment income (loss) | ( | ) | ( | ) | ||||||||||||||||
Set out below are reconciliations of each reportable segment’s revenues, profit or loss for the six months ended June 30, 2026 and 2025, and assets and liabilities as at June 30, 2026 and December 31, 2025:
| For the six months ended June 30, 2026 | ||||||||||||||||||||
| Revenues | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment revenue | ||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||
| Revenues | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment revenue | ||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||||||
| Loss | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total loss for reportable segments | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| Total loss on discontinued operations | ||||||||||||||||||||
| Elimination of inter segment profit or loss | ||||||||||||||||||||
| Loss before income tax expense | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||
| Loss | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total loss for reportable segments | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| Total loss on discontinued operations | ( | ) | ( | ) | ||||||||||||||||
| Elimination of inter segment profit or loss | ||||||||||||||||||||
| Income (loss) before income tax expense | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
F-31
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 21. | Segmented Information (continued) |
| As at June 30, 2026 | ||||||||||||||||||||
| Assets | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total assets for reportable segments | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment assets | ( | ) | ( | ) | ||||||||||||||||
| Segments’ assets | $ | $ | $ | $ | $ | |||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Assets | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total assets for reportable segments | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment assets | ( | ) | ( | ) | ||||||||||||||||
| Segments’ assets | $ | $ | $ | $ | $ | |||||||||||||||
| As at June 30, 2026 | ||||||||||||||||||||
| Liabilities | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total liabilities for reportable segments | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Entity’s liabilities | $ | $ | $ | $ | $ | |||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Liabilities | Infrastructure | Cultivation | Distribution | Corporate | Total | |||||||||||||||
| Total liabilities for reportable segments | $ | $ | $ | $ | $ | |||||||||||||||
| Elimination of inter segment liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Entity’s liabilities | $ | $ | $ | $ | $ | |||||||||||||||
| 22. | Revenue and Geographic Information |
The Company, through its subsidiary – First Towers, generates revenue from the leasing of telecommunications infrastructure, including tower sites and dark fiber routes. As of June 30, 2026, the Company’s revenue is earned entirely in Mexico, where all of its telecommunications infrastructure assets are located.
| 23. | General and Administrative Expenses |
The following provides a breakdown of general and administrative expenses by nature for the six months ended June 30, 2026 and 2025:
| 2026 | 2025 | |||||||
| Advertising and promotion | ||||||||
| Insurance | ||||||||
| Office and administrative | ||||||||
| Rent | ||||||||
| Transfer agent and filing fees | ||||||||
| Travel expenses | ||||||||
| Total general and administrative expenses | ||||||||
F-32
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 24. | Insolvency Proceedings |
In July 2022, the Company announced that the High Court of Lesotho (the “Lesotho Court”) has placed in liquidation the Company’s, wholly-owned subsidiary, Bophelo Bio Science and Wellness (Pty) Ltd. (“Bophelo”). The action to place Bophelo in liquidation was taken by the Lesotho Court pursuant to an application and request (the “Liquidation Application”) that was filed by Louisa Mojela, the former Executive Chairman of the Company, who was terminated as Executive Chairman of Akanda, and the Mophuti Matsoso Development Trust (“MMD Trust”). Akanda had intended to convene a special committee to investigate Ms. Mojela’s actions and conduct, including actions and conduct taken by her prior to her filing of the Liquidation Application, and further intended to pursue all of its available legal rights and remedies against Ms. Mojela and the MMD Trust for taking this unauthorized action. The Company also intended to contest and seek to reverse the determination by the Lesotho Court to place Bophelo in liquidation and seek to recover significant loans that it has made to Bophelo to fund the execution of Bophelo’s business plan; however, due to lack of funds and resources, the Company is not at this time actively contesting the matter and cannot give no assurance that it will do so in the future. Finally, Ms. Mojela has been summarily terminated as Chairman of Bophelo for Cause, as a “bad leaver”, as a result of her action to seek to place Bophelo in liquidation. Ms. Mojela has instituted legal proceedings against the Company as a result of the termination of her employment. In an action taken without the Company’s knowledge, the Lesotho Court has ordered an insolvent liquidation of Bophelo, and has appointed Mr. Chavonnes Cooper of Cape Town, South Africa, as liquidator of Bophelo for purposes of maintaining the value of the assets owned or managed by Bophelo. The order was signed by the Honorable Mr. Justice Mokhesi on July 15, 2022.
At the date of these consolidated financial statements, the liquidation of Bophelo Bio Science and Wellness (Pty) Ltd. is still ongoing.
| 25. | Contingencies |
On January 29, 2024, the Company was informed that Mr. Shailesh Bhushan, the former Chief Financial Officer of the Company, filed a complaint with the Employment Standards Branch of British Columbia claiming unpaid salary and invoices in the aggregate amount of CAD $
On February 23, 2024, 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 Jatinder Dhaliwal, Katharyn Field, David Jenkins, and Harvinder Singh as defendants, whom he alleges are personally liable for unpaid wages. The Company and the other defendants filed their Response to Civil Claim on May 2, 2024. The Company denies all liability and takes the position that Mr. Bhushan was terminated for just cause. The Company also disputes the amounts claimed, and denies that Akanda and Halo are a common employer. The proceeding is at the discovery stage and no trial date has been set. As of May 15, 2026, to the Company’s knowledge Mr. Bhushan has not yet attempted to amend his Notice of Civil Claim to include the claims he seeks to withdraw from the Employment Standards Branch complaint. The Company intends to object to any attempt to so amend on the basis, among other things, of abuse of process.
F-33
Akanda Corp.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| 25. | Contingencies (continued) |
On September 10, 2024, Dallas Dunkley filed a claim against the Company for wrongful dismissal. The Company served its Statement of Defense on November 20, 2024. The total amount claimed in the Statement of Claim is $
In January 2024 and January 2025, the Company received subpoenas from the SEC, Division of Enforcement. As of June 30, 2026, no provision has been recorded because the Company does not believe that a present obligation exists for which an outflow of resources is probable and can be reliably estimated; however, the ultimate outcome of the matter cannot be predicted at this time.
| 26. | Subsequent Events |
Subsequent to June 30, 2026, Katie Field resigned as Interim Chief Executive Officer, Executive Director and from all other positions with the Company and its subsidiaries, effective September 3, 2026. Also effective September 3, 2026, the Company’s Board of Directors appointed Christopher Cooper, an existing director of the Company and President of First Towers and Fiber Corp., as Chief Executive Officer. The Company disclosed the management change in a Form 6-K filed with the SEC on September 9, 2026. The management change did not result in any adjustment to the unaudited condensed interim consolidated financial statements.
In addition, subsequent to the six month ended June 30, 2026 and up to August 26, 2026, pursuant to the conversion of January Note (note 14) and its interest, the Company issued a total of
Subsequent to June 30, 2026, on September 24, 2026, the Company’s Board of Directors determined that it was no longer going to pursue the cultivation of cannabis or any future cannabis-related businesses, including its planned development of Tetrahydrocannabinol (THC) and cannabidiol (CBD) facilities at the Canadian THC and CBD farming facility located at 1900 Ferne Road, Gabriola Island, British Columbia BC Property (the “BC Property”), and is instead going to focus its business efforts on the growth and management of its First Towers subsidiary, and potentially other business targets. Accordingly, the Company 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 the Company 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.
F-34