Akanda Corp 6-K, filed Nov 10, 2025
Akanda Corp. (AKAN)
About this 6-K
Akanda Corp filed this 6-K on November 10, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41324
AKANDA CORP.
(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
In connection with the Special Meeting of Shareholders of Akanda Corp. (the “Company”), originally scheduled for October 30, 2025 and adjourned to November 28, 2025, the Company hereby furnishes the following documents:
| 1. | Notice of Adjourned Special Meeting of Shareholders, dated November 5, 2025 |
| 2. | Notice of Special Meeting of the Shareholders of Akanda Corp., dated September 29, 2025 |
| 3. | Form of Proxy Card |
1
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: November 10, 2025 | By: | /s/ Katie Field | |
| Name: | Katie Field | ||
| Title: | Interim Chief Executive Officer and Director | ||
2
Exhibit 99.1
Notice of ADJOURNED Special Meeting of Shareholders
NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders (the “Meeting”) of Akanda Corp. (the “Corporation”) originally scheduled for October 30, 2025 (the “Original Meeting”), was adjourned (the “Adjournment”) until 10:00 a.m. (Eastern Time) on Friday, November 28, 2025 (the “Adjourned Meeting”) and will be held in person at the offices of Gowling WLG (Canada) LLP, Suite 1600, 100 King Street, West, Toronto, ON, M5X 1G5.
The Meeting will also be simulcast on the Zoom platform, where you can observe the Meeting at:
https://bit.ly/46tHM2n
or
https://gowlingwlgca.zoom.us/j/84699051526?pwd=muQ7NuRgAvVcNaQaBkJnOvp8mgGDZ3.1
If a password or meeting ID is required on sign on, please use the following:
Meeting ID:846 9905 1526
Password: 955613
Those observing the Meeting through the zoom platform will not be able to speak, interact with other participants in the Meeting or other Shareholders, and will not be able to vote at the Meeting. Any Shareholders wishing to vote at the Meeting must attend the Meeting in person or provide the Corporation with a duly completed proxy as described herein.
The Adjournment was approved by ordinary resolution at the Original Meeting in order to satisfy certain requirements of the Nasdaq exchange, on which the Corporation’s common shares are listed, and in order to bring forward new business before the meeting, as described herein.
In accordance with the Business Corporations Act (Ontario) and the by-laws of the Corporation, at the Adjourned Meeting those Shareholders present in person or by proxy will satisfy the quorum requirement to transact business at the Adjourned Meeting.
At the Adjourned meeting, the following matters will be considered (the “Original Business”), as described in the management information circular (the “Circular”) dated September 29, 2025 prepared in respect of the Original Meeting.
| 1. | to consider and, if thought advisable, pass a special resolution (the “FT Share Compensation Resolution”) to approve the issuance of 4,775,972 common shares of the Company, without par value (the “Common Shares”) for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025, issuable on exchange of Class B Special Shares of the Company (the “Class B Special Shares”) to be issued upon approval of this resolution to the former First Towers & Fibers Corp. (“FT”) shareholders (the “FT Shareholders”), pursuant to that certain share exchange agreement between the Company, FT and the FT Shareholders, entered into as of March 5, 2025, as amended (the “FT Transaction”); |
| 2. | to consider and, if thought advisable, pass a special resolution (the “Assumed Indebtedness Share Resolution”) to approve the issuance of (a) an aggregate of 732,384 Common Shares underlying Class B Special Shares issuable pursuant to the terms of certain Debt Settlement Agreements the Company entered into as of August 19, 2025 upon and as a result of the closing of the FT Transaction (the “Debt Settlement Agreements”) and (b) up to 27,300,000 Common Shares upon the conversion of all of the principal and interest under certain 6-year convertible promissory notes in the aggregate principal amount of US$4,909,995.28, issued pursuant to the terms of the Debt Settlement Agreements and the FT Transaction, in both cases for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025; and |
| 3. | to transact any other business that may properly come before the Meeting or any additional adjournment of the Meeting. |
In addition to the Original Business, the following new item (the “New Business”) will be presented for consideration by the shareholders and will constitute business to be conducted at the Special Meeting.
| 1. | to consider and, if deemed appropriate, pass a special resolution, the full text of which is set out below, approving one or more amendments to the articles of the Corporation for one or more future consolidations of the Corporation’s issued and outstanding Common Shares on the basis of consolidation ratios to be selected by the Board within a range between two pre-consolidation Common Shares for one post-consolidation Common Share and 100 pre-consolidation Common Shares for one post-consolidation Common Share, provided that, (A) the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds 100 pre-consolidation Common Shares for one post-consolidation Common Share, and (B) such consolidations occurs prior to the earlier of the 12-month anniversary of the Meeting and the next annual meeting of Shareholders; if, and at such time(s) following the date of the Meeting, as may be determined by the Board in its sole discretion, as more particularly described in Schedule A to this Notice to Adjourned Meeting(the “Share Consolidation Resolution”). |
Management of the Corporation is recommending that all shareholders vote FOR all resolutions presented at the Meeting, including the Original Business and the New Business.
The record date for the determination of the Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is September 25, 2025 (the “Record Date”), which is the same record date set for the Meeting and which was used for the determination of shareholders of record as at the Original Meeting. Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
The enclosed proxy provides the opportunity to vote on both the Original Business as described in the Circular and the New Business as described herein.
Please be advised that all proxies received with respect to the business presented for the Original Meeting are hereby accepted as valid and voted for the Original Business as previously presented in the Circular. If you have previously provided a proxy with respect to the Original Business and do not wish to vote on the New Business, you do not need to send in a new proxy.
However, please be advised that in the event you do not submit a proxy for the New Business, but submitted a proxy for the Original Business, your shares will be voted FOR the Share Consolidation Resolution. If you submitted a proxy for the Original Business but wish to vote AGAINST the Share Consolidation Resolution, you must submit the enclosed proxy for the New Business and vote AGAINST the Share Consolidation Resolution.
Akanda is incorporated under the Business Corporations Act (Ontario), which ordinarily requires delivery of Meeting Materials to registered shareholders by mail. As the postal strike made mailing of the meeting materials prior to the Original Meeting impracticable, the Company implemented alternative delivery procedures that fully ensured shareholders’ access to the required information.
2
The Meeting Materials were made available for download on the Company’s website at https://akandacorp.com and will remain accessible there for six months following the date of the Adjourned Meeting. Shareholders were also able to, and continue to be able to, request printed copies of the Meeting Materials be sent to them via email or couriered to them within Canada or the United States, at no cost by contacting the Company by email at ir@akandacorp.com or they may access the documents online under the Company’s profile on EDGAR at www.sec.gov.
If you have not received materials to vote for matters in respect of the Original Meeting, registered shareholders (those who hold their shares directly in the Company and not through a broker or other intermediary) may obtain a control number or receive assistance with voting by contacting the Company’s Meeting proxy provider, Odyssey Trust Company. To facilitate this process, shareholders are encouraged to use the “Chat with Odyssey Trust” feature at https://odysseytrust.com/contact/ or to contact Odyssey Trust by telephone at 1-888-290-1175 (toll-free in North America) or 1-587-885-0960 (outside North America). As a result of the Adjournment, the Corporation has extended the proxy deadline for submission of the proxies in respect of the Original Business. Shareholders are required to submit their proxies or voting instructions in respect of the Original Business and the New Business by no later than 48 hours prior to the time of the Adjourned Meeting, to ensure their votes are counted. If you have already provided voting instructions or a proxy in respect of the Original Business, you are not required to provide new voting instructions or a new proxy in respect of the Original Business and your proxy will remain valid.
Beneficial shareholders (those who hold their shares through a brokerage firm or other intermediary) should contact their intermediary directly to obtain a voting proxy or further information on how to vote their shares.
If you are a Registered Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the “New Business Proxy”) for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Adjournment Notice. To vote your proxy online please use the control number listed on the bottom of the enclosed form of proxy and visit: https://vote.odysseytrust.com. All instructions are listed on the back of the enclosed form of proxy. The Corporation’s transfer agent recommends that shareholders vote in advance of the Meeting.
If you are a Non-Registered Beneficial Shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your Common Shares.
DATED at Toronto, Ontario this 5th, day November 2025.
| BY ORDER OF THE BOARD | |
| (signed) “Katharyn Field” | |
| Interim Chief Executive Officer and Director |
3
SCHEDULE “A”
Approval of Share Consolidation Resolution
At the Adjourned Meeting, Shareholders will be asked to consider and, if thought advisable, pass a special resolution (the “Share Consolidation Resolution”) authorizing the Board, in its discretion, to direct the Corporation to file one or more articles of amendment (collectively, the “Articles of Amendment”) to amend the Corporation’s articles in order to effect one or more consolidations (or reverse splits) of the Corporation’s issued Common Shares into a lesser number of issued Common Shares (each, a “consolidation” and, collectively, the “Share Consolidation”). The Share Consolidation Resolution will authorize the Board to:
| ● | select one or more Share Consolidation ratios of between two pre-consolidation Common Shares for one post-consolidation Common Share and 100 pre-consolidation Common Shares for one post-consolidation Common Share, provided that, (A) the cumulative effect of the Share Consolidation shall not result in a consolidation ratio that exceeds 100 pre-Share Consolidation Common Shares for one post-Share Consolidation Common Share, and (B) such Share Consolidation occurs prior to the earlier of the 12 month anniversary of the Meeting and the next annual meeting of Shareholders; and |
| ● | file the Articles of Amendment to give effect to the Share Consolidation at the selected consolidation ratio(s). |
Background to and Reasons for the Share Consolidation
The Board believes that it is in the best interests of the Corporation to provide the Board with the flexibility to elect to reduce the number of outstanding Common Shares by way of the Share Consolidation. Some of the potential benefits of the Share Consolidation include:
| ● | Maintaining U.S. Listing. The higher anticipated price of the post-consolidation Common Shares may be required to assist the Corporation in meeting the minimum share price requirements to maintain such a listing, or as otherwise may be required by the Nasdaq Capital Market from time to time, including for purposes of effecting a business combination between the Corporation and a third party. |
| ● | Increased Investor Interest. The current share structure of the Corporation may make it more difficult for the Corporation to attract additional equity financing that may be required or desirable to maintain the Corporation or to further develop its products. The Share Consolidation may have the effect of raising, on a proportionate basis, the price of the Common Shares, which could appeal to certain investors that find shares valued above certain prices to be more attractive from an investment perspective. |
| ● | Reduced Volatility. The higher anticipated price of the post-consolidation Common Shares may result in less volatility as a result of small changes in the share price of the Common Shares. For example, a nominal price movement will result in a less significant change (in percentage terms) in the market capitalization of the Corporation. |
The Corporation believes that providing the Board with the authority to select within a range of Share Consolidation ratios and to effect the Share Consolidation in one or more consolidations provides the flexibility to implement the Share Consolidation in a manner intended to maximize the anticipated benefits of the Share Consolidation for the Corporation and the Shareholders.
The Share Consolidation is subject to certain conditions, including the approval of the Shareholders and acceptance by The Nasdaq Capital Market (”Nasdaq”). If the requisite approvals are obtained and the Board elects to proceed with the Share Consolidation, the Share Consolidation will take place at a time to be determined by the Board through one or more consolidations, subject to the Act and in compliance with Nasdaq rules. No further action on the part of Shareholders would be required in order for the Board to implement the Share Consolidation. Shareholders will be notified and registered Shareholders will receive a letter of transmittal containing instructions for exchange of their share certificates in connection with each consolidation. The Share Consolidation Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if it determines, in its sole discretion, to do so.
4
Following a vote by the Board to implement the Share Consolidation, the Corporation will file articles of amendment with the director under the Act to amend the Corporation’s articles. A particular consolidation will become effective on the date shown in the certificate of amendment issued by the director under the Act in connection with such consolidation or such other date indicated in the articles of amendment.
Share Consolidation Resolution
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Share Consolidation Resolution authorizing the Board to elect, in its discretion, to file the Articles of Amendment giving effect to the Share Consolidation. The Share Consolidation Resolution is a special resolution (as such term is defined in the Act) and, as such, requires approval by not less than two-thirds (662/3%) of the votes cast by the Shareholders present, or represented by proxy, at the Meeting. The full text of the Share Consolidation Resolution is as follows:
“BE IT RESOLVED, as a special resolution of the shareholders of Akanda Corp. (the “Corporation”), that:
| 1. | the Articles of the Corporation be amended to change the number of issued and outstanding common shares of the Corporation by consolidating the issued and outstanding common shares of the Corporation on the basis of a ratio to be selected by the board of directors of the Corporation (the “Board”), in its sole discretion, within a range between two pre-consolidation common shares of the Corporation for one post-consolidation common share of the Corporation and 100 pre-consolidation common shares of the Corporation for one post-consolidation common share of the Corporation (the “Share Consolidation”), with such Share Consolidation to be effected through one or more consolidations, in the sole discretion of the Board, provided, (A) that the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds 100 pre-Share Consolidation common shares of the Corporation for one post-Share Consolidation common share of the Corporation, and (B) such Share Consolidation occurs prior to the earlier of the 12 month anniversary of the date of this resolution and the next annual meeting of shareholders of the Corporation, with such amendment(s) to become effective at a date or dates in the future to be determined by the Board in its sole discretion if and when the Board considers it to be in the best interests of the Corporation to implement such a Share Consolidation, all as more fully described in the Adjournment Notice of the Corporation dated November 5, 2025 (the “Adjournment Notice”), and subject to all necessary stock exchange approvals; |
| 2. | the amendment(s) to the Articles of the Corporation giving effect to the Share Consolidation will provide that no fractional common share will be issued but the number of common shares to be received by a Shareholder shall be rounded down to the nearest whole common share in the event that such Shareholder would otherwise be entitled to a receive fractional common share; |
| 3. | any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered one or more articles of amendment of the Corporation to the director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution; |
5
| 4. | notwithstanding that this special resolution has been duly passed by the holders of the common shares of the Corporation, the Board may, in its sole discretion (including in the circumstances described in the Circular), revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares of the Corporation; and |
| 5. | any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.” |
The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the shares represented thereby FOR the Share Consolidation Resolution.
Effects of the Share Consolidation
General
If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding Common Shares by a factor equal to the consolidation ratio selected by the Board. At the close of business on the Record Date, there were 728,289 Common Shares issued and outstanding. For illustrative purposes only, the following table sets forth, based on the number of Common Shares expected to be issued and outstanding as of the Record Date, the number of Common Shares that would be issued and outstanding (disregarding any resulting fractional Common Shares and subject to any issuances occurring after the Record Date) following the implementation of the Share Consolidation, at various consolidation ratios:
| Share Consolidation Ratio | Common Shares Outstanding | |||
| Two pre-consolidation Common Shares for one post-consolidation Common Share | 364,145 | |||
| Ten pre-consolidation Common Shares for one post-consolidation Common Share | 72,829 | |||
| 25 pre-consolidation Common Shares for one post-consolidation Common Share | 29,132 | |||
| 50 pre-consolidation Common Shares for one post-consolidation Common Share | 14,586 | |||
| 100 pre-consolidation Common Shares for one post-consolidation Common Share | 7,283 | |||
The Corporation does not expect the Share Consolidation itself to have any economic effect on holders of Common Shares or securities convertible into or exercisable to acquire Common Shares, except to the extent the Share Consolidation will result in fractional Common Shares. See “No Fractional Shares” below.
6
The Share Consolidation may be completed via one or more consolidations, through the filing of Articles of Amendment, provided that the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds 100 pre-Share Consolidation Common Shares for one post-Share Consolidation Common Share. For example, if the Board elected to effect the Share Consolidation via two separate consolidations and the first consolidation was completed on the basis of 25 pre-consolidation Common Shares for one post-consolidation Common Share, the maximum consolidation ratio the Board would be authorized to select for the second consolidation would be 75 pre-consolidation Common Shares per one post-consolidation Common Share.
The Corporation shall not affect a Share Consolidation if it would adversely affect the listing of the Common Shares on Nasdaq. Following any Share Consolidation, it is expected that the Common Shares will continue to be listed on the Nasdaq under the symbol “AKAN”. Following each consolidation the Common Shares will be assigned new CUSIP and ISIN numbers.
Voting rights and other rights of the holders of Common Shares prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional Common Shares as described below. For example, a holder of 2% of the voting power attached to the outstanding Common Shares immediately prior to the implementation of any consolidation will generally continue to hold 2% of the voting power attached to the Common Shares immediately after the implementation of such consolidation. The number of registered Shareholders is not expected to be affected by any consolidation (except to the extent resulting from the elimination of post-consolidation fractional shares). For example, if the selected consolidation ratio for a particular consolidation is 100 pre-consolidation Common Shares per one post-consolidation Common Share a Shareholder that holds fewer than 100 pre-consolidation Common Shares may cease to hold any Common Shares following such consolidation.
The exercise or conversion price and the number of Common Shares issuable under any outstanding convertible securities of the Corporation, including outstanding stock options, will be adjusted in accordance with their respective terms on the same basis as any consolidation.
Effect on Beneficial Shareholders
Beneficial Shareholders (i.e., Non-registered Shareholders) holding Common Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing a consolidation than those that will be put in place by the Corporation for registered Shareholders. If Shareholders hold their Common Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.
Effect of the Share Consolidation on Convertible Securities
The exercise or conversion price and/or the number of Common Shares issuable under any of the Corporation’s outstanding convertible securities, including under outstanding stock options, warrants, rights and any other similar securities will be proportionately adjusted upon the implementation of any consolidation, in accordance with the terms of such securities, based on the Share Consolidation ratio.
Effect on Share Certificates
If the Share Consolidation is approved by Shareholders and subsequently implemented through one or more consolidations, in connection with each consolidation, those registered Shareholders who will hold at least one post-consolidation Common Share will be required to exchange their share certificates representing pre-consolidation Common Shares for share certificates representing post-consolidation Common Shares following each consolidation or, alternatively, a Direct Registration System (“DRS”) Advice/Statement representing the number of post-consolidation Common Shares they hold following each consolidation. The DRS is an electronic registration system which allows Shareholders to hold Common Shares in their name in book-based form, as evidenced by a DRS Advice/Statement, rather than a physical share certificate.
7
If the Share Consolidation is implemented through one or more consolidations, the Corporation (or its transfer agent) will mail to each registered Shareholder a letter of transmittal in connection with each consolidation. Each registered Shareholder must complete and sign a letter of transmittal after the applicable consolidation takes effect. The letter of transmittal will contain instructions on how to surrender to the transfer agent the certificate(s) representing the registered Shareholder’s pre-consolidation Common Shares. The transfer agent will send to each registered Shareholder who follows the instructions provided in the letter of transmittal a share certificate representing the number of post-consolidation Common Shares to which the registered Shareholder is entitled rounded down to the nearest whole number or, alternatively, a DRS Advice/Statement representing the number of post-consolidation Common Shares the registered Shareholder holds following the applicable consolidation. Beneficial Shareholders (i.e. non-registered Shareholders) who hold their Common Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) and who have questions regarding how the Share Consolidation will be processed should contact their intermediaries with respect to the Share Consolidation. See “Effect on Beneficial Shareholders” above.
Until surrendered to the transfer agent, each share certificate representing pre-consolidation Common Shares will be deemed for all purposes to represent the number of post-consolidation Common Shares to which the registered Shareholder is entitled as a result of the applicable consolidation. Until registered Shareholders have returned their properly completed and duly executed letter of transmittal and surrendered their share certificate(s) for exchange, registered Shareholders will not be entitled to receive any distributions, if any, that may be declared and payable to holders of record following the applicable consolidation.
Any registered Shareholder whose old certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate only after complying with the requirements that the Corporation and the transfer agent customarily apply in connection with lost, stolen or destroyed certificates.
The method chosen for delivery of share certificates and letters of transmittal to the Corporation’s transfer agent is the responsibility of the registered Shareholder and neither the transfer agent nor the Corporation will have any liability in respect of share certificates and/or letters of transmittal which are not actually received by the transfer agent.
REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE UNTIL HAVING RECEIVED A LETTER OF TRANSMITTAL.
No Fractional Shares
No fractional Common Shares will be issued in connection with any consolidation and no cash will be paid in lieu of fractional post-consolidation Common Shares. In the event that a Shareholder would otherwise be entitled to receive a fractional Common Share upon the occurrence of a consolidation, such fraction will be rounded down to the nearest whole number. In calculating such fractional interest, all post-Consolidation Common Shares held by a beneficial holder(s) shall be aggregated.
No Dissent Rights
Shareholders are not entitled to exercise any statutory dissent rights with respect to any proposed consolidation.
8
Accounting Consequences
If the Share Consolidation is implemented through one or more consolidations, net income or loss per Common Share, and other per Common Share amounts, will be increased because there will be fewer Common Shares issued and outstanding. In future financial statements, net income or loss per Common Share and other per Common Share amounts for periods ending before the applicable consolidation took effect would be recast to give retroactive effect to such consolidations.
Nasdaq Approval
Assuming shareholder approval is received at the Meeting, and assuming that the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to acceptance by the Nasdaq, and confirmation that, on a post-Share Consolidation basis, the Corporation would meet all of the Nasdaq’s applicable continuous listing requirements. If the Nasdaq does not accept the Share Consolidation, the Corporation will not proceed with the Share Consolidation.
Risks Associated with the Share Consolidation
Reducing the number of issued and outstanding Common Shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the Common Shares. However, the market price of the Common Shares will also be affected by the Corporation’s financial and operational results, its financial position, including its liquidity and capital resources, the development of its operations, industry conditions, the market’s perception of the Corporation’s business and other factors, which are unrelated to the number of Common Shares outstanding.
The market price of the Common Shares immediately following the implementation of any consolidation is expected to be approximately equal to the market price of the Common Shares prior to the implementation of such consolidation multiplied by the applicable consolidation ratio but there is no assurance that the anticipated market price immediately following the implementation of any consolidation will be realized or, if realized, will be sustained or will increase. There is a risk that the total market capitalization of the Common Shares (the market price of the Common Shares multiplied by the number of Common Shares outstanding) after the implementation of any consolidation may be lower than the total market capitalization of the Common Shares prior to the implementation of any consolidation.
Although the Corporation believes that establishing a higher market price for the Common Shares could increase investment interest for the Common Shares in equity capital markets by potentially broadening the pool of investors that may consider investing in the Corporation, including investors whose internal investment policies prohibit or discourage them from purchasing stocks trading below a certain minimum price, there is no assurance that implementing the Share Consolidation will achieve this result.
If the Share Consolidation is implemented through one or more consolidations and the market price of the Common Shares (adjusted to reflect the applicable consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Corporation’s overall market capitalization may be greater than would have occurred if any such consolidation had not been implemented. Both the total market capitalization of a company and the adjusted market price of such company’s shares following a consolidation may be lower than they were before the consolidation took effect. The reduced number of Common Shares that would be outstanding after any consolidation is implemented could adversely affect the liquidity of the Common Shares.
Any consolidation may result in some Shareholders owning “odd lots” of fewer than 100 Common Shares on a post-consolidation basis. Odd lot Common Shares may be more difficult to sell or may attract greater transaction costs per Common Share to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots” of even multiples of 100 Common Shares.
Tax Considerations
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS.
9
Exhibit 99.2
AKANDA CORP.
NOTICE OF SPECIAL MEETING
TO BE HELD ON OCTOBER 30, 2025
AND
MANAGEMENT INFORMATION CIRCULAR
SEPTEMBER 29, 2025
AKANDA CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS (the “Notice”)
NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of Akanda Corp. (the “Corporation”) will be held in person at the offices of Gowling WLG (Canada) LLP, Suite 1600, 100 King Street, West, Toronto, ON, M5X 1G5, on Thursday, October 30, 2025 at 10:00 a.m. (Toronto time).
The Meeting will also be simulcast on the Zoom platform, where you can observe the Meeting at:
https://bit.ly/46tHM2n
or
https://gowlingwlgca.zoom.us/j/84699051526?pwd=muQ7NuRgAvVcNaQaBkJnOvp8mgGDZ3.1
If a password or meeting ID is required on sign on, please use the following:
Meeting ID:846 9905 1526
Password: 955613
Those observing the Meeting through the zoom platform will not be able to speak, interact with other participants in the Meeting or other Shareholders, and will not be able to vote at the Meeting. Any Shareholders wishing to vote at the Meeting must attend the Meeting in person or provide the Corporation with a duly completed proxy as set out in the accompanying information circular (the “Information Circular”).
The Meeting is being held for the following purposes:
| 1. | to consider and, if thought advisable, pass a special resolution (the “FT Share Compensation Resolution”) to approve the issuance of 4,775,972 common shares of the Company, without par value (the “Common Shares”) for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025, issuable on exchange of Class B Special Shares of the Company (the “Class B Special Shares”) to be issued upon approval of this resolution to the former First Towers & Fibers Corp. (“FT”) shareholders (the “FT Shareholders”), pursuant to that certain share exchange agreement between the Company, FT and the FT Shareholders, entered into as of March 5, 2025, as amended (the “FT Transaction”); and |
| 2. | to consider and, if thought advisable, pass a special resolution (the “Assumed Indebtedness Share Resolution”) to approve the issuance of (a) an aggregate of 732,384 Common Shares underlying Class B Special Shares issuable pursuant to the terms of certain Debt Settlement Agreements the Company entered into as of August 19, 2025 upon and as a result of the closing of the FT Transaction (the “Debt Settlement Agreements”) and (b) up to 27,300,000 Common Shares upon the conversion of all of the principal and interest under certain 6-year convertible promissory notes in the aggregate principal amount of US$4,909,995.28, issued pursuant to the terms of the Debt Settlement Agreements and the FT Transaction, in both cases for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025; and |
2
| 3. | to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.
The record date for the determination of the Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is September 25, 2025 (the “Record Date”). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
If you are a Registered Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the “Proxy”) for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular. To vote your proxy online please use the control number listed on the bottom of the enclosed form of proxy and visit: https://vote.odysseytrust.com. All instructions are listed on the back of the enclosed form of proxy. The Corporation’s transfer agent recommends that shareholders vote in advance of the Meeting.
If you are a Non-Registered Beneficial Shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your Common Shares.
DATED at Toronto, Ontario this 29th, day of September 2025.
| BY ORDER OF THE BOARD | |
| (signed) “Katharyn Field” | |
| Interim Chief Executive Officer and Director |
3
AKANDA CORP.
(“Akanda” or the “Corporation”)
MANAGEMENT INFORMATION CIRCULAR
This management information circular (the “Information Circular”) is dated September 29, 2025 and is furnished in connection with the solicitation of proxies by and on behalf of the management of the Corporation (“Management”) for use at the special meeting (the “Meeting”) of common shareholders of the Corporation (the “Shareholders”) to be held at the offices of Gowling WLG (Canada) LLP, Suite 1600, 100 King Street, West, Toronto, ON, M5X 1G5, on Thursday, October 30, 2025 at 10:00 a.m. (Toronto time), for the purposes set out in the notice of Meeting (the “Notice”) accompanying this Information Circular.
GENERAL PROXY INFORMATION
Solicitation of Proxies
Solicitation of proxies for the Meeting will be primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of the Corporation at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information Circular, and the accompanying form of proxy (the “Proxy”, and collectively with the Notice and Information Circular, the “Documents”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “Intermediaries”, and each an “Intermediary”) for onward distribution to Shareholders whose common shares in the capital of the Corporation (the “Common Shares”) are held by or in the custody of those Intermediaries (”Non-registered Shareholders”).
Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are provided by the Intermediaries.
Non-registered Shareholders who have received the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:
| (a) | be provided with a form of proxy executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return it directly to the agent appointed as proxy manager for the Meeting, Odyssey Trust Corporation; or |
| (b) | be provided with a request for voting instructions. The Intermediary is required to send the Corporation an executed form of proxy completed in accordance with any voting instructions received by the Intermediary. |
4
If you are a Non-registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Documents to you indirectly, the Intermediary holding on your behalf has assumed responsibility for (i) delivering the Documents to you, and (ii) executing your proper voting instructions.
Appointment of Proxyholders
The individuals named in the accompanying form of proxy are officers and/or directors of the Corporation (collectively, “Management’s Nominees”). A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM, HER OR IT AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF MANAGEMENT’S NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY.
A proxy will not be valid unless the completed form of proxy is received by Odyssey Trust Company at Proxy Department, #1100 - 67 Yonge Street, Toronto, Ontario M5E 1J8, Canada, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof. Proxies delivered after that time will not be accepted.
Revocation of Proxy
A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his, her or its attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Corporation, at Gowling WLG (Canada) LLP, 100 King Street West, Suite 1600, Toronto, Ontario, M5X 1G5 at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.
Voting of Proxies and Discretion Thereof
Common Shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed Proxy WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE APPROVAL OF THE FT SHARE COMPENSATION RESOLUTION AND FOR THE APPROVAL OF THE ASSUMED INDEBTEDNESS SHARE RESOLUTION. The Common Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. The enclosed Proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At the date of this Information Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such proxy according to their best judgment.
5
VOTING SECURITIES AND RECORD DATE
The voting securities of the Corporation consist of an unlimited number of Common Shares and an unlimited number of preferred shares.
Pursuant to the by-laws of the Corporation, a quorum for the transaction of business at the Meeting shall be not less than two persons present in person and holding or representing by proxy not less than 10% of the votes attached to all shares entitled to be voted at the Meeting. The holders of the Company’s Class A Special Shares will not vote on any of the proposals described in this Special Meeting Circular.
The close of business on September 25, 2025 will act as the record date (the “Record Date”) for the determination of Shareholders entitled to receive notice of the Meeting and any adjournment(s) or postponement(s) thereof. Accordingly, only Shareholders of record on the Record Date are entitled to receive notice and vote at the Meeting or any adjournment(s) thereof, in person or by proxy. For greater certainty, those observing the Meeting simulcast on the Zoom platform and not otherwise present in person or represented by proxy will not be entitled to vote at the Meeting.
The registered holders of Common Shares are shown on the list of Shareholders which is available for inspection during usual business hours at Odyssey Trust Corporation, which is acting as the proxy manager for the Meeting, at #1100 - 67 Yonge Street, Toronto, Ontario M5E 1J8, Canada, at VStock Transfer, the Corporation’s registrar and transfer agent, at 18 Lafayette Pl, Woodmere, NY 11598, United States, and at the Meeting. The list of Shareholders will be prepared not later than two calendar days after the Record Date. If a person has acquired ownership of shares since the Record Date, he, she or it may establish such ownership and demand, not later than five calendar days before the Meeting, that his, her or its name be included in the list of Shareholders.
PARTICULARS OF MATTERS TO BE ACTED UPON
Approval of FT Share Compensation Resolution
At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass a special resolution to approve the issuance of 4,775,972 common shares of the Company, without par value (the “Common Shares”) for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025, issuable on the exchange of Class B Special Shares of the Company (the “Class B Special Shares”) to be issued upon approval of this resolution to the former First Towers & Fibers Corp. (“FTFC”) shareholders (the “FTFC Shareholders”), pursuant to the certain share exchange agreement between the Company, FT and the FT Shareholders, entered into as of March 5, 2025, as amended on March 5, 2025, and July 29, 2025 (as so amended, the “SEA”).
Description of Transaction and Purpose of the FT Share Compensation Resolution
On March 5, 2025, the Corporation originally entered into the SEA, which was subsequently amended on March 5, 2025 and July 29, 2025, with FTFC, a corporation existing under the laws of the Province of British Columbia, and the FTFC Shareholders. The transaction contemplated by the SEA closed on August 21, 2025 (the “Closing Date”), pursuant to which, among other things, all of the common shares of FTFC (the “Exchanged Shares”) either (a) were exchanged for an aggregate of 144,930 Class A Special Shares (which convert into Common Shares on a one-for-one basis, representing approximately 19.9% of all of the issued and outstanding Common Shares as of August 21, 2025), (b) are to be exchanged for 4,775,972 Class B Special Shares (which convert into Common Shares on a one-for-one basis), subject to shareholder approval to so authorize and issue such Class B Special Shares and the Common Shares thereunder or (c) were exchanged for cash to be paid over time and evidenced by a promissory note, and FTFC is continuing as a wholly owned subsidiary of the Company.
6
Although the transactions contemplated by the SEA were consummated on the Closing Date, the issuance of the Class B Special Shares were not issued on that date, and shall be issued only after the approval at a special meeting of shareholders to authorize the issuance of the Class B Special Shares and the Common Shares issuable upon conversion of the Class B Special Shares.
Pursuant to the SEA, the Corporation entered into at the Closing, a registration rights agreement on behalf of the FTFC Shareholders who received or will receive Class A Special Shares and Class B Special Shares pursuant to the SEA, in order to register for resale under U.S. securities laws, all of the Common Shares underlying such Class A Special Shares and Class B Special Shares, as, if and when issued.
The approval of the resolutions herein are being sought by the Corporation to approve the issuance of more than 19.99% of its outstanding Common Shares in connection with the SEA, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b).
The Corporation’s Common Shares are listed on the Nasdaq Capital Market, and, although the Corporation is a “Foreign Private Issuer” under applicable rules and regulation of the U.S. Securities and Exchange Commission and may opt out of obtaining shareholder approval under Nasdaq rules, the Corporation has nevertheless determined that it would not opt-out of the applicable rules of Nasdaq as if it were a domestic filer, including Nasdaq Listing Rules 5635(b) and 5635(d). Nasdaq Listing Rule 5635(b) requires the Corporation to obtain stockholder approval prior to certain issuances with respect to common shares or securities convertible into common shares which could result in a change of control of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or group of affiliated persons may be considered a change of control of such issuer. Nasdaq Listing Rule 5635(d) requires domestic issuers to obtain stockholder approval prior to certain issuances with respect to common shares or securities convertible into common shares other than in a public offering if the price is below the “Minimum Price” (as determined in accordance with Nasdaq rules) in an amount greater than or equal to 20% of the number of common shares outstanding prior to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed.
If these proposals are approved, existing shareholders of the Corporation will suffer significant dilution in ownership interests and voting rights as a result of the issuance of Class A Special Shares and the Class B Special Shares, and the Common Shares underlying such special shares. Assuming the issuance of the Class A Special Shares and Class B Special Shares, and the conversion of all such special shares into Common Shares of the Corporation, the FTFC Shareholders as such would collectively own approximately 4,920,901 Common Shares of the Corporation, constituting approximately 87.11% of the outstanding Common Shares of the Corporation.
If the Corporation’s shareholders do not approve the FT Share Compensation Resolution, and the issuance of the Class B Special Shares and the underlying Common Shares at this Special Meeting, the SEA provides that the Company shall call further special meetings of the shareholders to seek such shareholder approval until obtained.
7
Immediately prior to the execution of the SEA on August 19, 2025 we had 728,289 (post-consolidation) common shares issued and outstanding. Therefore, the issuance of up to 4,775,972 Common Shares will constitute greater than 20% of the common shares outstanding immediately prior to the execution of the SEA.
We are seeking shareholder approval under the Nasdaq Listing Rules for the sale and issuance by us to the FTFC Shareholders pursuant to the terms of the SEA, of our Class B Special Shares and the Common Shares that may be issued upon conversion our Class B Special Shares on a one-for-one basis, which is greater than 20% of the common shares outstanding immediately prior to the execution of the SEA.
Details regarding the Class B Special Shares
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.
Subject to the prior rights of any other class ranking senior to the Common Shares and equal in rank to the Class A Special Shares and Class B Special Shares, Common Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the directors of the Corporation out of moneys of the Corporation properly applicable to the payment of dividends, such non-cumulative dividends as the directors may from time to time declare.
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.
FT Share Compensation Resolution
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the FT Share Compensation Resolution authorizing the issuance of the 4,775,972 Class B Special Shares and the Common Shares that may be issued upon conversion such Class B Special Shares on a one-for-one basis, which equals in excess of 19.99% of its outstanding common shares, in connection with the SEA, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b). The FT Share Compensation Resolution is a special resolution (as such term is defined in the Act) and, as such, requires approval by not less than two-thirds (662/3%) of the votes cast by the Common Shareholders present, or represented by proxy, at the Meeting. The full text of the FT Share Compensation Resolution is as follows:
“BE IT RESOLVED, as a special resolution of the shareholders of Akanda Corp. (the “Corporation”), that:
| 1. | the issuance of the 4,775,972 Class B Special Shares, and the Common Shares that may be issued upon conversion the Class B Special Shares on a one-for-one basis, which equals in excess of 19.99% of the outstanding common shares of the Corporation, in connection with the Share Exchange Agreement dated March 5, 2025 as amended, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) is hereby approved; |
8
| 2. | any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered one or more articles of amendment of the Corporation to the director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution; |
| 3. | notwithstanding that this special resolution has been duly passed by the holders of the common shares of the Corporation, the Board may, in its sole discretion (including in the circumstances described in the Circular), revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares of the Corporation; and |
| 4. | any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.” |
The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the shares represented thereby FOR the FT Share Compensation Resolution.
Approval of Assumed Indebtedness Share Resolution
At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass a special resolution to approve the issuance of (a) an aggregate of 732,384 Common Shares underlying Class B Special Shares issuable pursuant to the terms of certain Debt Settlement Agreements the Company entered into as of August 19, 2025 upon and as a result of the closing of the FT Transaction (the “Debt Settlement Agreements”) and (b) up to 27,300,000 Common Shares upon the conversion of all of the principal and interest under certain 6-year convertible promissory notes in the aggregate principal amount of US$4,909,995.28, issued pursuant to the terms of the Debt Settlement Agreements and the FT Transaction, in both cases for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025.
Description of Transaction and Purpose of the Assumed Indebtedness Share Resolution
As a condition to closing the FT Transaction pursuant to the SEA (the “Closing”), among other things, 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 FTFC to PGC through the Closing, the Company assumed indebtedness of FTFC in the aggregate principal amount of US$4,153,078 which is evidenced by the PGC Note, and the Company agreed to pay to PGC a cash payment of $500,000 and issue to PGC, upon shareholder approval therefor, 1,741,129 Class B Special Shares.
9
Pursuant to the Dunstan DSA, in satisfaction of all indebtedness of FTFC to Dunstan through the Closing, the Company assumed indebtedness of FTFC in the aggregate principal amount of US$756,917.28 which is evidenced by the Dunstan Note, and the Company agreed to issue to PGC, upon shareholder approval therefor, 547,569 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 semi-annually 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 this Special Meeting. The conversion price shall be a price per share equal to the greater of (a) $0.2720 and (b) a ten percent discount to the seven trading day VWAP immediately prior to receipt of the conversion notice.
Although the transactions contemplated by the Debt Settlement Agreements and the Notes were consummated on the Closing Date, the issuance of the Class B Special Shares to PGC and Dunstan were not issued on that date, and shall be issued only after the approval at a special meeting of shareholders to authorize the issuance of the Class B Special Shares and the Common Shares issuable upon conversion of the Class B Special Shares.
The approval of the resolutions herein are being sought by the Corporation to approve the issuance of more than 19.99% of its outstanding Common Shares in connection with the SEA, the Debt Settlement Agreements and the Notes, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b).
The Corporation’s Common Shares are listed on the Nasdaq Capital Market, and, although the Corporation is a “Foreign Private Issuer” under applicable rules and regulation of the U.S. Securities and Exchange Commission and may opt out of obtaining shareholder approval under Nasdaq rules, the Corporation has nevertheless determined that it would not opt-out of the applicable rules of Nasdaq as if it were a domestic filer, including Nasdaq Listing Rules 5635(b) and 5635(d). Nasdaq Listing Rule 5635(b) requires the Corporation to obtain stockholder approval prior to certain issuances with respect to common shares or securities convertible into common shares which could result in a change of control of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or group of affiliated persons may be considered a change of control of such issuer. Nasdaq Listing Rule 5635(d) requires domestic issuers to obtain stockholder approval prior to certain issuances with respect to common shares or securities convertible into common shares other than in a public offering if the price is below the “Minimum Price” (as determined in accordance with Nasdaq rules) in an amount greater than or equal to 20% of the number of common shares outstanding prior to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed.
If this proposal is approved, existing shareholders of the Corporation will suffer significant dilution in ownership interests and voting rights as a result of the issuance of Class B Special Shares pursuant to the Debt Settlement Agreements, and the Common Shares underlying such special shares and the Notes. Assuming the issuance of the Common Shares underlying the Class A Special Shares and the Class B Special Shares pursuant to the FT Share Compensation Resolution set forth above, and the conversion of all of the Common Shares underlying the Notes (assuming (i) no further issuances of Common Shares, (ii) the conversion of the Notes into Common Shares, plus all accumulated interest until their respective maturity dates, using the floor price of $0.2720 per share, (iii) that the Notes remain outstanding and accrue interest until their respective maturity dates and (iv) that the interest is paid in Common Shares), Dunstan and PGC as Noteholders (and without taking into account any other Common Shares they may own) would collectively own approximately 28 million Common Shares of the Corporation, constituting approximately 83% of the outstanding Common Shares of the Corporation.
10
If the Corporation’s shareholders do not approve this resolution, and the issuance of the Class B Special Shares and the underlying Common Shares at this Special Meeting, the SEA provides that the Company shall call further special meetings of the shareholders to seek such shareholder approval until obtained.
Immediately prior to the execution of the SEA on August 19, 2025 we had 728,289 (post-consolidation) common shares issued and outstanding. Therefore, the issuance of up to 28 million Common Shares will constitute greater than 20% of the common shares outstanding immediately prior to the execution of the SEA.
We are seeking shareholder approval under the Nasdaq Listing Rules for the sale and issuance by us to Dunstan and PGC pursuant to the terms of the SEA, the Debt Settlement Agreements and the Notes, of our Class B Special Shares and the Common Shares that may be issued upon conversion our Class B Special Shares on a one-for-one basis, which is greater than 20% of the common shares outstanding immediately prior to the execution of the SEA.
The Company’s ability to successfully implement its business plans and ultimately generate value for its shareholders is dependent upon its ability to raise capital and satisfy our ongoing business needs. If the Company is unable to issue the Class B Special Shares to the Noteholders or the Common Shares upon conversion of the Notes, the Company may be unable to fully satisfy its ongoing business needs on the terms or timeline it anticipates, if at all, the effect of which could materially and adversely impact future operating results, and result in a delay in or modification or abandonment of the Company’s business plans.
Details regarding the Class B Special Shares
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.
Subject to the prior rights of any other class ranking senior to the Common Shares and equal in rank to the Class A Special Shares and Class B Special Shares, Common Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the directors of the Corporation out of moneys of the Corporation properly applicable to the payment of dividends, such non-cumulative dividends as the directors may from time to time declare.
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.
11
Assumed Indebtedness Share Resolution
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Assumed Indebtedness Share Resolution authorizing the issuance of (a) the Class B Special Shares under the Debt Settlement Agreements and the Common Shares that may be issued upon conversion of such Class B Special Shares on a one-for-one basis, and (b) the Common Shares that may be issued upon conversion of all of the principal and accrued interest under the PCG Note and the Dunstan Note, which collectively equals in excess of 19.99% of its outstanding common shares, in connection with the SEA, the Debt Settlement Agreements and the Notes, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b). The Assumed Indebtedness Share Resolution is a special resolution (as such term is defined in the Act) and, as such, requires approval by not less than two-thirds (662/3%) of the votes cast by the Common Shareholders present, or represented by proxy, at the Meeting. The full text of the Assumed Indebtedness Share Resolution is as follows:
“BE IT RESOLVED, as a special resolution of the shareholders of Akanda Corp. (the “Corporation”), that:
| 1. | the issuance of (a) the 732,384 Class B Special Shares under the Debt Settlement Agreements and the Common Shares that may be issued upon conversion of such Class B Special Shares on a one-for-one basis, and (b) up to 27,300,000 Common Shares that may be issued upon conversion of all of the principal and accrued interest under the PCG Note and the Dunstan Note, which collectively equals in excess of 19.99% of the outstanding common shares of the Corporation, in connection with the SEA, the Debt Settlement Agreements and the Notes, at a price per share that may be less than the “minimum price” under Nasdaq Listing Rule 5635(d) and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) is hereby approved; |
| 2. | any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered one or more articles of amendment of the Corporation to the director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution; |
| 3. | notwithstanding that this special resolution has been duly passed by the holders of the common shares of the Corporation, the Board may, in its sole discretion (including in the circumstances described in the Circular), revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares of the Corporation; and |
| 4. | any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.” |
The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the shares represented thereby FOR the Assumed Indebtedness Share Resolution.
12
OTHER BUSINESS
Management is not aware of any matters to come before the Meeting other than those set forth in this Information Circular. If any other matter properly comes before the Meeting, the persons named in the Proxy will vote the shares represented thereby in accordance with their best judgment on such matter.
ADDITIONAL INFORMATION
Financial information is provided in the Corporation’s audited consolidated financial statements for the fiscal year ended December 31, 2024 and the MD&A. Shareholders who wish to obtain a copy of the financial statements of the Corporation and the MD&A should email a request to the Corporation at accounts@akandacorp.com, Attention: Financial Reporting.
13
Exhibit 99.3
DN: AKANDA CORP. Form of Proxy – Special Meeting Adjournment to be held on November 28, 2025 Trader’s Bank Building 1100 , 67 Yonge Street Toronto ON M 5 E 1 J 8 Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein: Appointment of Proxyholder I/We being the undersigned holder(s) of Akanda Corp. hereby appoint Jatinder Dhaliwal or failing this person, Katharyn Field OR as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of Akanda Corp. (the " Corporation ") originally scheduled for October 30, 2025 (the “ Original Meeting ”), adjourned (the “ Adjournment ”) until 10:00 a.m. (EST) on Friday, November 28, 2025 (the " Adjourned Meeting ") to be held in person at the offices of Gowling WLG (Canada) LLP, Suite 1600, 100 King Street, West, Toronto, ON, M5X 1G5 or at any adjournment thereof. Share Consolidation Resolution - to consider and, if deemed appropriate, pass a special resolution, the full text of which is set out below, approving one or more amendments to the articles of the Corporation for one or more future consolidations of the Corporation’s issued and outstanding Common Shares on the basis of consolidation ratios to be selected by the Board within a range between two pre - consolidation Common Shares for one post - consolidation Common Share and 100 pre - consolidation Common Shares for one post - consolidation Common Share, provided that, (A) the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds 100 pre - consolidation Common Shares for one post - consolidation Common Share, and (B) such consolidations occurs prior to the earlier of the 12 - month anniversary of the Meeting and the next annual meeting of Shareholders ; if, and at such time(s) following the date of the Meeting, as may be determined by the Board in its sole discretion, as more particularly described in the Information Circular (the “ Share Consolidation Resolution ”) For Against FT Share Compensation Resolution - to consider and, if thought advisable, pass a special resolution (the “ FT Share Compensation Resolution ”) to approve For the issuance of 4 , 775 , 972 common shares of the Company, without par value (the “ Common Shares ”) for purposes of complying with the NASDAQ listing rules, of the issuance of 20 % or more of the Company’s issued and outstanding Common Shares as of August 21 , 2025 , issuable on exchange of Class B Special Shares of the Company (the “ Class B Special Shares ”) to be issued upon approval of this resolution to the former First Towers & Fibers Corp . (“ FT ”) shareholders (the “ FT Shareholders ”), pursuant to that certain share exchange agreement between the Company, FT and the FT Shareholders, entered into as of March 5 , 2025 , as amended (the “ FT Transaction ”) . Against Assumed Indebtedness Share Resolution - to consider and, if thought advisable, pass a special resolution (the “ Assumed Indebtedness Share For Resolution ”) to approve the issuance of (a) an aggregate of 732,384 Common Shares underlying Class B Special Shares issuable pursuant to the terms of certain Debt Settlement Agreements the Company entered into as of August 19, 2025 upon and as a result of the closing of the FT Transaction (the “ Debt Settlement Agreements ”) and (b) up to 27,300,000 Common Shares upon the conversion of all of the principal and interest under certain 6 - year convertible promissory notes in the aggregate principal amount of US$4,909,995.28, issued pursuant to the terms of the Debt Settlement Ag reements and the FT Transaction, in both cases for purposes of complying with the NASDAQ listing rules, of the issuance of 20% or more of the Company’s issued and outstanding Common Shares as of August 21, 2025. Against Authorized Signature(s) – This section must be completed for your instructions to be executed. I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management . Signature(s): Date MM / DD / YY
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00 am, EST, on November 26, 2025 Notes to Proxy 1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse. 2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly . 7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. To Vote Your Proxy Online please visit: https://vote.odysseytrust.com You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy. To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca - en/help/ . Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.