Securities Registration: Employee Benefit Plan (s-8)
October 21 2022 - 5:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 21, 2022
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. 2021 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:
Andrew Hulsh
Joseph Walsh
Troutman Pepper Hamilton Sanders LLP
875 Third Avenue
New York, NY 10022
(212) 704-6000
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 |
|
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. ¨
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of
registering an additional 4,877,410 common shares of Akanda Corp. (the “Registrant”) that were added to the
shares authorized for issuance under the Akanda Corp. 2021 Equity Incentive Plan (the “Plan”) for which a
Registration Statement on Form S-8 relating to the Plan is effective.
The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-264450) with the Securities and Exchange Commission (the “Commission”) on April 22, 2022 to
register 4,980,618 common shares that were authorized for issuance under the Plan, of which 3,214,553 common shares of the Registrant
have been issued under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 6,643,475 common shares of the
Registrant will currently be registered and available for issuance from time to time under the Plan. Pursuant to General Instruction E
to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-264450) filed with the Commission on April 22, 2022 are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set
forth herein. Only those items of Form S-8 containing new information not contained in the earlier Registration Statement are presented
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant filed with the Commission
are incorporated by reference in this Registration Statement as of their respective dates:
| |
(a) |
The Registrant’s Annual Report on Form 20-F (File No. 001-41324) for the fiscal year ended December 31, 2021, filed with the Commission on May 2, 2022; |
| |
|
|
| |
(b) |
The Registrant’s Current Reports on Form 6-K (File No. 001-41324) dated April 26, 2022, May 2, 2022 (other than Exhibit 99.1), June 9, 2022, June 24, 2022 (other than Exhibit 99.1) July 5, 2022, July 6, 2022, July 13, 2022 (other than Exhibit 99.1), July 26, 2022, July 27, 2022, August 9, 2022, August 24, 2022, September 9, 2022 (other than Exhibit 99.1), September 14, 2022 (other than Exhibit 99.1) and October 4, 2022 ; and |
| |
|
|
| |
(b) |
The description of the Registrant’s common shares contained in the Registrant’s Form 8-A (File No. 001-41324) filed with the Commission on March 11, 2022 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of further updating such description. |
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 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.
Item 8. Exhibits.
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 October 21, 2022.
| |
AKANDA CORP. |
| |
|
|
| |
By: |
/s/ Tejinder Virk |
| |
|
Tejinder Virk |
| |
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tejinder Virk
as his true and lawful attorney-in-fact and agent with full power of substitution, for him 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his 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/ Tejinder
Virk |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
October 21, 2022 |
| Tejinder Virk |
| |
|
|
|
|
|
/s/ Trevor Scott |
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer) |
|
October 21, 2022 |
| Trevor Scott |
| |
|
|
|
|
|
/s/ Harvinder
Singh |
|
Director |
|
October 21, 2022 |
| Harvinder Singh |
| |
|
|
|
|
|
/s/ Jatinder
Dhaliwal |
|
Director |
|
October 21, 2022 |
| Jatinder Dhaliwal |
| |
|
|
|
|
|
/s/ Katharyn
Field |
|
Director |
|
October 21, 2022 |
| Katharyn Field |
| |
|
|
|
|
|
/s/ Yuying Liang |
|
Director |
|
October 21, 2022 |
| Yuying Liang |
Akanda (NASDAQ:AKAN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Akanda (NASDAQ:AKAN)
Historical Stock Chart
From Apr 2023 to Apr 2024
