Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on May 13, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AKANDA CORP.

(Exact name of registrant as specified in its charter)

Ontario, Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Akanda Corp.
1a, 1b Learoyd Road
New Romney TN28 8XU, United Kingdom		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

AKANDA CORP. 2024 EQUITY INCENTIVE PLAN

(Full title of the plan)

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(Name and address of agent for service)

1 (866) 925-9916

(Telephone number, including area code, of agent for service)

with a copy to:

Mark C. Lee

Rimon, P.C.

423 Washington Street, Suite 600

San Francisco, CA 94111

(916) 603-3444

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Akanda Corp., a corporation organized under the laws of the Province of Ontario, Canada (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a)

The Registrant’s annual report on Form 20-F filed with the Commission on May 1, 2024; and

(b)

The description of the Registrant’s common shares contained in Exhibit 2.1 to its annual report on Form 20-F filed with the Commission on May 1, 2024, including any amendments or reports filed for the purpose of updating such description.

All documents filed and to be filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effectiveness of this Registration Statement on Form S-8 (this “Registration Statement”) and, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective date of filing of such documents. The Registrant’s Exchange Act file number with the Commission is 001-41324. In addition, any Report on Form 6-K of the Registrant hereafter furnishes to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

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

●

acted honestly and in good faith with a view to the Registrant’s best interests;

●

in the case of a criminal or administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and

●

was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done

The Registrant also has entered into indemnification agreements with each of the Registrant’s executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Ontario law.

Item 7. Exemption From Registration Claimed.

Not applicable.

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Item 8. Exhibits.

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

5.1		Opinion of Gowling WLG (Canada) LLP
23.1		Consent of Green Growth CPAs, independent registered public accounting firm
23.2		Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1 to this Registration Statement)
24.1		Power of Attorney (included in signature page to this Registration Statement)
107		Filing Fee Table

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

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

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act ) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Lauderdale, the United States, on May 13, 2024.

	AKANDA CORP.

	By:	/s/ Katie Field Katie Field
		Interim Chief Executive Director and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Katie Field as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date

/s/ Katie Field	Interim Chief Executive Officer and Director	May 13, 2024
Katie Field	(Principal Executive Officer)

/s/ Gurcharn Deol	Chief Financial Officer	May 13, 2024
Gurcharn Deol	(Principal Financial and Accounting Officer)

/s/ Christopher Cooper	Director	May 13, 2024
Christopher Cooper

/s/ Jatinder Dhaliwal	Director	May 13, 2024
Jatinder Dhaliwal

/s/ David Jenkins	Director	May 13, 2024
David Jenkins

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Exhibit 5.1

May 13, 2024

Akanda Corp.
1a, 1b Learoyd Road

New Romney, TN28 8XU

United Kingdom

Dear Sirs/Mesdames:

Re:

Akanda Corp.

We have acted as Canadian counsel to Akanda Corp., a corporation existing under the laws of the Province of Ontario, Canada (the "Corporation"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933. The Registration Statement relates to the registration of an aggregate of 18,540,745 common shares in the capital of the Corporation (the "Incentive Shares") issuable pursuant to the exercise or settlement of the stock options, restricted share units (each an “RSU”) and other awards (collectively, the “Awards”) that may be awarded under the Corporation’s 2024 Equity Incentive Plan (the “Incentive Plan”), representing 30% of the Corporation’s total issued and outstanding common shares as at the date hereof less any other common shares issuable pursuant to any other option-based and share-based incentive compensation awards granted by the Corporation under previous equity incentive plans.

EXAMINATION OF DOCUMENTS

In giving the opinion expressed below, as Canadian counsel for the Corporation, we have examined executed or electronically delivered copies, which have been certified or otherwise identified to our satisfaction, of the following documents:

the Registration Statement; and

the Incentive Plan (collectively, the "Documents").

This opinion is being provided at the request of the Corporation.

For the purposes of the opinion expressed below, we have considered questions of law, made the investigations, and examined originals or copies, certified or otherwise identified to our satisfaction, of the certificates of public officials and other certificates, documents and records, that we considered necessary or relevant, including:

a certificate of status in respect of the Corporation issued by the Ontario Ministry of Public and Business Service Delivery (formerly the Ministry of Government and Consumer Services) (Ontario) on May 13, 2024 (the "Certificate of Status");

resolutions of the director of the Corporation authorizing and approving the Registration Statement, the Incentive Plan and the reservation of the Incentive Shares for issuance pursuant to the Incentive Plan (the "Board Resolutions");

minutes of the annual and special meeting of the shareholders of the Corporation held on March 22, 2024, whereby the shareholders approved, inter alia, the Incentive Plan (the “Shareholder Resolutions” and, together with the Board resolutions, the “Authorizing Resolutions”);

as to certain matters of fact relevant to the opinions expressed below, a certificate of an officer of the Corporation dated the date of this opinion addressed to Gowling WLG (Canada) LLP, including a certified copy of:

(i)

the articles and by-laws of the Corporation; and

(ii)

the Authorizing Resolutions.

We have not reviewed the minute books or, except as described above, any other corporate records of the Corporation.

ASSUMPTIONS AND RELIANCES

We have relied exclusively upon the documents and records we examined with respect to the accuracy of the factual matters contained in them and we have not performed any independent investigation or verification of those factual matters. We have assumed those factual matters were accurate on the date given and continue to be accurate as of the date of this opinion.

For the purposes of the opinion expressed below, we have assumed, without independent investigation or inquiry, that:

with respect to all documents examined by us, the signatures are genuine, the individuals signing those documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the authentic original documents;

the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided under those searches or inquiries are and remain accurate and complete;

none of the Documents have been modified in any manner, whether by written or oral agreement or by conduct of the parties to them or otherwise;

all information contained in all documents reviewed by us is true and correct; and

there is no foreign law that would affect the opinion expressed herein.

We have also assumed that at all relevant times:

the Corporation has the corporate power and capacity to authorize the issuance of the Incentive Shares underlying the Awards granted pursuant to the Incentive Plan;

the Corporation has the corporate power and capacity to perform its obligations under the terms and conditions of the Documents;

the Corporation has taken all necessary corporate action to authorize the execution and delivery by the Corporation of the Documents and the performance of its obligations under the terms and conditions thereof;

each of the Documents has been duly authorized, executed (as applicable) and delivered by all parties thereto and such parties have the capacity to do so;

to the extent any future changes are made to the terms and conditions of the Incentive Plan, they will have been duly authorized by the Corporation and, if applicable, approved by the Corporation’s shareholders and any applicable stock exchange and other applicable regulatory authorities, and will comply with applicable law;

the execution (as applicable) and delivery of the Documents and the performance by the Corporation of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of any resolutions of the board of directors or shareholders of the Corporation, any agreement or obligation of the Corporation, or applicable law;

the Corporation has the corporate power and capacity to authorize, create, authenticate, issue, and deliver the Awards and the Incentive Shares underlying such Awards and to perform its obligations under the terms and conditions of such Awards;

the authentication and delivery of the Incentive Shares and the performance by the Corporation of its obligations under the terms and conditions of the Awards do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of any resolutions of the board of directors or shareholders of the Corporation, any agreement or obligation of the Corporation, or applicable law;

the effectiveness of the Registration Statement, and any amendments thereto (including post-effective amendments), will not have been terminated or rescinded;

10.

the Incentive Shares are being offered and sold in compliance with the Incentive Plan and all applicable United States federal and state securities laws and in the manner stated in the Registration Statement; and

11.

no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Incentive Shares.

We also have assumed the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Where our opinion expressed herein refers to any of the Incentive Shares having been issued as "fully paid and non-assessable", such opinion assumes that all required consideration (in whatever form) has been paid for such Incentive Shares. No opinion is expressed as to the adequacy of any consideration received.

In expressing the opinion in paragraph 1, we have relied exclusively upon the Certificate of Status.

LAWS ADDRESSED

We are solicitors qualified to express opinions only with respect to the laws of the Province of Ontario and the opinion expressed herein relates only to the laws of the Province of Ontario and the federal laws of Canada applicable therein as in effect on the date hereof.

OPINION

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

The Corporation is incorporated and existing under the Business Corporations Act (Ontario).

The Corporation has reserved for issuance the Incentive Shares and such Incentive Shares will, when issued in accordance with the terms and conditions of the Incentive Plan and the applicable Award agreement, be validly issued as fully paid and non-assessable common shares in the capital of the Corporation.

QUALIFICATIONS AND LIMITATIONS

The legality, validity, binding effect and enforceability of the Documents are subject to, and may be limited by, applicable bankruptcy, insolvency, reorganization, arrangement, winding-up, liquidation, moratorium, preference and other similar laws of general application affecting the enforcement of creditors’ rights generally.

The enforceability of the obligations of the Corporation under the Documents is subject to, and may be limited by, general equitable and legal principles, including those relating to the conduct of parties such as reasonableness and good faith in the performance of contracts, and to the principle that equitable remedies such as injunctive relief and specific performance are only available in the discretion of the court.

RELIANCE

This opinion is solely for the benefit of its addressee in connection with the filing of the Registration Statement with the Commission and is not to be transmitted to any other person, nor is it to be relied upon in any manner by any other person. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Corporation or its securities or their offering and sale.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name in Item 8 of the Registration Statement. By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the rules and regulations of the Commission.

Our opinion is given as of the date of this opinion letter. Among other things, our opinion does not take into account any circumstance (including changes in law or facts or the conduct of any of the relevant parties) that may occur after that date. We assume no obligation to update or supplement the opinion set forth herein to reflect any changes of law or fact that may occur.

Yours truly,

(Signed) “Gowling WLG (Canada) LLP”

Exhibit 23.1

To the Board of Directors of Akanda Corp.

We hereby consent to the incorporation by reference in each of the Akanda Corp.’s Registration Statements on Form S-8 (No. 264450, No. 267976 and No. 273245) of our report dated April 30, 2024, relating to the consolidated financial statements of Akanda Corp., which appears in this Form 20-F.

May 13, 2024

We have served as the Company’s auditor since 2022

Los Angeles, California

PCAOB ID Number 6580

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Akanda Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

					Proposed Maximum		Maximum
	Security	Fee Calculation	Amount		Offering Price Per		Aggregate Offering				Amount of Registration
Security Type	Class Title	Rule	Registered(1)		Unit(3)		Price(3)		Fee Rate		Fee
Equity	Common Shares(2)	457(c) and 457(h)		18,540,745	$	0.0905	$	1,677,937.42		0.00014760	$	247.67
Total Offering Amounts							$	1,677,937.42			$	247.67
Total Fee Offsets (4)												—
Net Fee Due											$	247.67

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares (“Common Shares”) of Akanda Corp. (the “Company”) that become issuable by reason of any future stock dividend, stock split, recapitalization or other similar transaction or to cover such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments, effected without the receipt of consideration by the Company, which results in an increase in the number of the outstanding Common Shares.

(2)

Represents Common Shares authorized for issuance under the Akanda Corp. 2024 Equity Incentive Plan (the “Plan”). Pursuant to the Plan the aggregate number of Common Shares reserved for issuance pursuant to awards granted under the Plan shall not exceed 30% of the Company’s total issued and outstanding Common Shares from time to time. The Plan is considered an “evergreen” plan, since the Common Shares covered by awards which have been exercised or terminated shall be available for subsequent grants under the Plan and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases.

(3)

Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price shown is based upon the average of the high and low prices reported for the Common Shares on The Nasdaq Capital Market on May 8, 2024, which date is within five business days prior to the initial filing date of this registration statement..