As filed with the Securities and Exchange Commission
on July 14, 2023
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:
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 |
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 140,746 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 effected a reverse stock split at a ratio of 1-for-10 shares
on March 9, 2023. Every 10 shares of the Registrant’s issued and outstanding common shares were automatically converted into
one issued and outstanding common share.
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 (pre-reverse split) common shares that were authorized for issuance under the Plan, and a Registration Statement on
Form S-8 (File No. 333-267976) on October 21, 2022 to register an additional 4,877,410 (pre-reverse split) common shares
that were authorized for issuance under the Plan, of which 9,858,028 common shares of the Registrant have been issued under the Plan.
Upon the effectiveness of this Registration Statement, an aggregate of 140,746 (post-reverse split) 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
and the Registration Statement on Form S-8 (File No. 333-267976) filed with the Commission on October 21, 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 Statements 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:
| (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), October 4, 2022, November 1, 2022, November 2, 2022,
November 14, 2022, November 29, 2022, December 23, 2022 (other than Exhibit 99.1),
February 7, 2023 (other than Exhibit 99.1), February 17, 2023 (other than
Exhibit 99.1), March 8, 2023 (other than Exhibit 99.1), March 21, 2023,
March 29, 2023, May 1, 2023 (other than Exhibit 99.1) and May 30, 2023
(other than Exhibit 99.1); and |
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 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 Los Angeles, the United
States, on July 14, 2023.
| |
AKANDA CORP. |
| |
|
| |
By: |
/s/
Katie Field |
| |
|
Katie Field |
| |
|
Executive 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 |
|
Executive Director
(Principal Executive Officer) |
|
|
| Katie Field |
|
|
July 14,
2023 |
| |
|
|
|
|
| /s/
Shailesh Bhushan |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
| Shailesh Bhushan |
|
|
July 14,
2023 |
| |
|
|
|
|
| /s/
Harvinder Singh |
|
|
|
|
| Harvinder Singh |
|
Director |
|
July 14,
2023 |
| |
|
|
|
|
| /s/
Jatinder Dhaliwal |
|
|
|
|
| Jatinder Dhaliwal |
|
Director |
|
July 14,
2023 |
| |
|
|
|
|
| /s/ David Jenkins |
|
|
|
|
| David Jenkins |
|
Director |
|
July 14,
2023 |
Exhibit
5.1
July 14,
2023
Akanda
Corp.
1a,
1b Learoyd Road
New Romney TN28 8XU
United Kingdom
| Re: |
Akanda Corp. (the “Company”)—
Form S-8 Registration Statement |
|
We
have acted as Canadian counsel to Akanda Corp., a corporation organized 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 "Act").
The Registration Statement relates to the issuance of up to an aggregate of 140,746 common shares without par value in the capital of
the Corporation (the "Incentive Shares") issuable under the Corporation's 2021 Equity Incentive Plan (the "Incentive
Plan").
Documents
Reviewed and Reliance
As
Canadian counsel to the Corporation, we have examined original executed or electronically delivered copies, which have been certified
or otherwise identified to our satisfaction, of:
| |
1. |
the
Registration Statement; |
| |
|
|
| |
2. |
the
Incentive Plan; and |
| |
|
|
| |
3. |
resolutions
of the director of the Corporation authorizing and approving the issuance of the Incentive Shares (the "Authorizing Resolutions");
collectively, the "Transaction Documents". |
We
have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates
of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the
opinions expressed below, including:
| |
1. |
a
certificate of status dated July 10, 2023 issued by the Ministry of Government and Consumer Services (Ontario) relating to the
Corporation; and |
| |
|
|
| |
2. |
a
certificate signed by the Chief Executive Officer of the Corporation addressed to our firm,
certifying certain additional corporate information of a factual nature and attaching the
Authorizing Resolutions (the "Officer's Certificate"). |
| GOWLING WLG (CANADA) LLP |
T +1 416 862 7525 |
Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at gowlingwlg.com/legal. |
| 1 First Canadian Place, 100 King Street West, |
F +1 416 862 7661 |
| Suite 1600, Toronto, Ontario M5X 1G5 Canada |
gowlingwlg.com |
Laws
Addressed
We
are qualified to practice law in the Province of Ontario and our opinion herein is restricted to the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
Assumptions
For
the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:
| 1. | with
respect to all documents examined by us, the genuineness of all signatures, the authenticity,
completeness and accuracy of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, conformed, telecopied, PDF or photocopied
copies of originals and the legal capacity of individuals signing any documents; |
| | | |
| 2. | the
completeness, accuracy and currency of the indices and filing systems maintained at the public
offices where we have searched or made relevant inquiries and of other documents and certificates
supplied by public officials; |
| | | |
| 3. | all
necessary consents, authorizations, approvals, permits or certificates (governmental or otherwise)
which are required as a condition to the execution and delivery of each of the Transaction
Documents by the parties thereto and to the consummation by such parties of the transactions
contemplated thereby have been obtained; and |
| | | |
| 4. | the
minute books and corporate records of the Corporation made available to us are the original
minute books and records of the Corporation and contain all of the articles and constating
documents of the Corporation and any amendments thereto and all of the respective minutes,
or copies thereof, of all proceedings of the shareholders and directors. |
For
the purposes of expressing the opinions set forth herein, in connection with certain factual matters pertaining to this opinion, we have
relied exclusively and without independent investigation upon the factual matters previously provided to us in writing from the Corporation.
Opinions
Based
upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Incentive Shares have
been authorized for issuance and when issued in compliance with the provisions of the Incentive Plan, including the receipt by the Corporation
of any applicable exercise price prior to the issuance of the Incentive Shares, the Incentive Shares will be validly issued, fully paid
and non-assessable common shares in the capital of the Corporation.
This
opinion relates exclusively to the matters outlined above, is for the sole use and benefit of the persons to whom it is addressed and
solely for the purposes referred to above. Accordingly, this opinion may not be delivered to, or relied upon by, any other person or
used in connection with any other transaction without our prior written consent.
| Yours
truly, |
| |
 |
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation of our
audit report on the financial statements of Akanda Corp. for the period ended December 31, 2022, dated April 28, 2023, included
in Akanda Corp.’s Registration Statement on Form S-8 Under the Securities Act of 1933 dated July 14, 2023.
 |
|
| Los Angeles, California |
|
| July 14, 2023 |
|
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 | | |
| | |
| |
| | |
Security | |
Fee
Calculation | |
Amount Registered(1) | | |
Offering
Price Per | | |
Maximum
Aggregate Offering | | |
| | |
Amount of Registration | |
| Security Type | |
Class Title | |
Rule | |
(2) | | |
Unit(3) | | |
Price(3) | | |
Fee Rate | | |
Fee | |
| Equity | |
Common Shares | |
457(c) and 457(h) | |
| 140,746 | | |
$ | 0.74 | | |
$ | 104,152.04 | | |
| 0.00011020 | | |
$ | 11.48 | |
| Total Offering Amounts | |
| |
| |
| | | |
| | | |
$ | 104,152.04 | | |
| | | |
$ | 11.48 | |
| Total Fee Offsets (4) | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| |
| |
| | | |
| | | |
| | | |
| | | |
$ | 11.48 | |
| (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 140,746 Common Shares that were added to the Common Shares authorized for issuance under the Akanda Corp. 2021 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 20% 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 June 30, 2023. |
| (4) | The Registrant does not have any fee offsets. |
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