Akanda Corp. (NASDAQ: AKAN) OKs FT deal shares, debt conversion and reverse split range

Rhea-AI Filing Summary

Akanda Corp. reported the results of a Special Meeting of Shareholders where three major capital structure proposals were approved. Shareholders authorized the board to implement one or more future reverse stock consolidations (reverse splits) within a range of 2-to-1 up to 100-to-1, to be completed within about a year, giving the board wide flexibility to adjust the share count.

They also approved the issuance of 4,775,972 Class B Special Shares, which are exchangeable into the same number of common shares, to former First Towers & Fiber Corp. shareholders under a previously signed share exchange agreement. In addition, shareholders approved the issuance of 732,384 Class B Special Shares tied to debt settlement agreements and up to 27,300,000 common shares upon conversion of US$4,909,995.28 principal plus interest under 6‑year convertible promissory notes, all for purposes of complying with NASDAQ’s 20% issuance rule.

Positive

• None.

Negative

• Potentially heavy dilution approved: shareholders authorized issuance of 4,775,972 FT-related shares, 732,384 debt-settlement shares, and up to 27,300,000 shares on convertible note conversion versus 728,238 common shares eligible to vote at the meeting.

Insights

Equity & Capital Structure Analyst

Akanda shareholders approved large potential share issuances and reverse split authority, implying substantial future dilution and capital structure changes.

The approvals center on three levers: a broad reverse split authorization, equity to complete the First Towers & Fiber Corp. transaction, and equity-linked instruments tied to debt settlements. The reverse split range, from 2 pre‑consolidation shares for 1 post‑consolidation share up to 100‑for‑1, gives the board wide discretion to reduce the share count, often used to address minimum price requirements on exchanges.

On the issuance side, shareholders cleared 4,775,972 Class B Special Shares for the FT transaction and 732,384 Class B Special Shares plus up to 27,300,000 common shares tied to US$4,909,995.28 of 6‑year convertible promissory notes. These amounts are large relative to the 728,238 common shares eligible to vote at the meeting, indicating potential heavy dilution if all instruments convert. Actual impact will depend on when and how the board implements consolidations and when holders choose to exchange or convert their securities under the agreed terms.

FAQ

What did Akanda Corp. (AKAN) shareholders approve at the Special Meeting?

Shareholders approved a broad reverse stock consolidation (reverse split) authorization, share issuances related to the First Towers & Fiber Corp. transaction, and share issuances tied to debt settlement and convertible promissory notes.

What reverse split range did Akanda Corp. (AKAN) shareholders authorize?

They approved one or more future consolidations of issued and outstanding common shares within a range from 2 pre‑consolidation shares for 1 post‑consolidation share up to 100‑for‑1, to occur before the earlier of 12 months after the meeting or the next annual meeting.

How many Akanda (AKAN) shares can be issued for the First Towers & Fiber Corp. transaction?

Shareholders approved the issuance of 4,775,972 Class B Special Shares, which convert into the same number of common shares, to former First Towers & Fiber Corp. shareholders under the share exchange agreement.

What did Akanda (AKAN) approve regarding debt settlement and convertible notes?

They approved issuing 732,384 Class B Special Shares under debt settlement agreements and up to 27,300,000 common shares upon conversion of principal and interest on 6‑year convertible promissory notes with aggregate principal of US$4,909,995.28.

Why did Akanda Corp. (AKAN) need shareholder approval for these share issuances?

The company sought approval to comply with NASDAQ listing rules governing issuances of 20% or more of its issued and outstanding common shares as of August 21, 2025.

How many Akanda (AKAN) shares were eligible to vote at the Special Meeting?

There were 728,238 common shares to be voted at the meeting, of which 92,487 were voted in person or by proxy.

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Accepted by SEC EDGAR 12/01/2025 - 08:31 PM Learn about SEC filing dates

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)

100 King Street W, Suite 1600

Toronto, Ontario M5X 1G5, Canada

(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.

x Form 20-F          ¨ Form 40-F  

Akanda Corp. (the “Company”) held a Special Meeting of Shareholders (the “Meeting”), originally scheduled for October 30, 2025 and adjourned to November 28, 2025, on November 28, 2025. There were 728,238 common shares to be voted, of which 92,487 were voted in person or by proxy. The following matters were submitted to a vote of the Company’s shareholders at the Meeting, at which a quorum was present.

Proposal 1. A proposal 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 occur 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 results of the voting were as follows:

For		Against
78,880		2,194

Proposal 2. A proposal 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 & Fiber 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”).

The results of the voting were as follows:

For		Against
87,954		4,533

As a result of the approval of Proposal 2, the Company intends to issue an aggregate of 4,775,972 Class B Special Shares in accordance with the terms of the FT Transaction, which convert in accordance with their terms into a like number of Common Shares.

Proposal 3. A proposal 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.

The results of the voting were as follows:

For		Against
87,956		4,531

As a result of the approval of Proposal 3, the Company intends to (a) issue an aggregate of 732,384 Class B Special Shares issuable pursuant to the terms of the Debt Settlement Agreements, which convert in accordance with their terms into a like number of Common Shares, and (b) issue up to 27,300,000 Common Shares, from time to time in accordance with its terms, which is the maximum number of shares issuable upon the conversion of US$4,909,995.28 of principal, plus interest, under the 6-year convertible promissory notes, issued pursuant to the terms of the Debt Settlement Agreements and the FT Transaction.

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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: December 2, 2025	By:	/s/ Katie Field
		Name:	Katie Field
		Title:	Interim Chief Executive Officer and Director

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