Securities Registration: Employee Benefit Plan (s-8)
April 22 2022 - 4:33PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 22, 2022
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 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
(Address of Principal Executive
Offices)
Akanda
Corp.
2021 Equity Incentive Plan
(Full title of the plan)
C T Corporation
System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
Tel: +1 (866) 925-9916
(Name, address and Telephone
Number of agent for service)
With copies to:
Mark C. Lee
Rimon, P.C.
423 Washington Street, Suite 600
San Francisco, CA 94111
Tel: +1 (916) 603-3444 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
x |
Smaller reporting company |
¨ |
|
|
Emerging growth company |
x |
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:
All
documents filed and to be filed by 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 1-41324. 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.
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:
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.
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 London, the United Kingdom on April 22, 2022
|
By: |
/s/ Tejinder Virk |
|
|
Name: Tejinder Virk |
|
|
Title: Chief Executive Officer and Director |
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tejinder Virk and Trevor Scott, and each of
them, his or her true and lawful attorney- in-fact and agent, with full power of substitution, for her or him and in her or his name,
place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
/s/ Tejinder Virk |
|
Name: Tejinder Virk |
|
Title: Chief Executive Officer and Director |
|
(Principal Executive Officer) |
|
/s/ Trevor Scott |
|
Name: Trevor Scott |
|
Title: Chief Financial Officer |
|
(Principal Financial Officer and
Principal Accounting Officer) |
|
/s/ Louisa Mojela |
|
Name: Louisa Mojela |
|
Title: Executive Chairman and Director |
|
/s/ Bridget Baker |
|
Name: Bridget Baker |
|
Title: Director |
|
/s/ Philip van den Berg |
|
Name: Philip van den Berg |
|
Title: Director |
|
/s/ Gugulethu Dingaan |
|
Name: Gugulethu Dingaan |
|
Title: Director |
|
/s/ Gila Jones |
|
Name: Gila Jones |
|
Title: Director |
|
/s/ Charles Kié |
|
Name: Charles Kié |
|
Title: Director |
|
Date: April
22, 2022
Date: April
22, 2022
Date: April
22, 2022
Date:
April 22, 2022
Date:
April 22, 2022
Date:
April 22, 2022
Date:
April 22, 2022
Date:
April 22, 2022
Signature
of Authorized U.S. Representative of Registrant
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Akanda Corp., has signed this Registration Statement in the city of Newark, State of Delaware, on April 22, 2022.
|
Authorized U.S. Representative |
|
By: |
/s/ Donald J. Puglisi |
|
|
Name: Donald J. Puglisi |
|
|
Title: Managing Director |
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