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 September 2025
Commission File Number: 001-41324
AKANDA CORP.
(Name of registrant)
c/o Gowling WLG (Canada)
LLP
100 King St. W, Suite
1600
Toronto, ON 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.
☒ Form 20-F
☐ Form 40-F
This Report on Form 6-K of
Akanda Corp. (the “Company”) (1) includes a Management’s Discussion and Analysis of Financial Condition and Results
of Operations of the Company for the six months ended June 30, 2025 and 2024 and (2) attaches as Exhibit 99.1 the unaudited interim condensed
consolidated financial statements and related notes of the Company as of and for the six months ended June 30, 2025.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained
in this Report on Form 6-K, including those that express a belief, expectation or intention, as well as those that are not statements
of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning
our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive
position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms
such as “may”, “might”, “will”, “should”, “believe”, “expect”,
“could”, “would”, “intend”, “plan”, “anticipate”, “estimate”,
“continue”, “predict”, “project”, “potential”, “target,” “goal”
or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions
of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future
events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate
to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other
risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other
important factors, including, among others, those discussed in this Report on Form 6-K under the heading “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and in our other filings with the Securities and Exchange Commission
from time to time, including under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Business”, may cause our actual results, performance or achievements to differ
materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including among
other things:
| ● | our
limited operating history; |
| ● | the
successful integration of First Towers & Fiber Corp. into our business, and growth of that business; |
| ● | unpredictable
events and associated business disruptions; |
| ● | changes
in cannabis laws, regulations and guidelines; |
| ● | decrease
in demand for cannabis and cannabis-derived products; |
| ● | exposure
to product liability claims and actions; |
| ● | damage
to our reputation due to negative publicity; |
| ● | risks
associated with product recalls; |
| ● | the
viability of our product offerings; |
| ● | our
ability to attract and retain skilled personnel; |
| ● | maintenance
of effective quality control systems; |
| ● | regulatory
compliance risks; |
| ● | risks
inherent in an agricultural business and in the other businesses in which we operate; |
| ● | increased
competition in the markets in which we operate and intend to operate; |
| ● | risks
associated with expansion into new jurisdictions; |
| ● | our
ability to obtain and maintain adequate insurance coverage; |
| ● | our
ability to identify and integrate strategic acquisitions, investments and partnerships and
to manage our growth; |
| ● | our
ability to raise capital and the availability of future financing; |
| ● | our
ability to maintain the listing of our securities on The Nasdaq Capital Market; and |
| ● | other
risks and uncertainties, including those listed under the caption “Risk Factors”
in our reports and filings we make with the SEC from time to time. |
These risks could cause actual
results to differ materially from those implied by the forward-looking statements contained in this Report on Form 6-K or other filings
of the Company.
Given the foregoing risks
and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Report on Form 6-K. The forward-looking
statements contained in this Report on Form 6-K are not guarantees of future performance, and our actual results of operations and financial
condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition
are consistent with the forward-looking statements in this Report on Form 6-K, they may not be predictive of results or developments in
future periods.
All forward-looking statements
included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Any forward-looking statement that we make in this Report on Form 6-K speaks only as of the
date of this Report on Form 6-K. Except as required by applicable law, we do not undertake any obligation to update or revise, or to publicly
announce any update or revision to, any of the forward-looking statements in this Report on Form 6-K, whether as a result of new information,
future events or otherwise, after the date of this Report on Form 6-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion
and analysis provide information which our management believes is relevant to an assessment and understanding of the Company’s consolidated
results of operations and financial condition. This discussion and analysis should be read together with our unaudited interim condensed
consolidated financial statements and related notes as of June 30, 2025 included elsewhere in or attached as an exhibit to this Report
on Form 6-K, and the audited consolidated financial statements and related notes as of December 31, 2024 of our company and our predecessor
companies included in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025. In addition
to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations
that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements”
above. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as
a result of various factors, including those set forth under “Risk Factors” or elsewhere in the Annual Report on Form 20-F.
OVERVIEW
Our fiscal year begins on
January 1 and ends on December 31. Unless otherwise noted, references to year pertain to our fiscal year. For example, 2024 refers to
fiscal 2024 which is the period from January 1, 2024 and to December 31, 2024.
Our Unaudited Condensed Interim
Consolidated Financial Statements for the six months ended June 30, 2025 and 2024 for Akanda Corp. as a group (the “Akanda
Group”), have been prepared in accordance with International Financial Reporting Standards (IFRS) and are presented in millions
of US dollars except where otherwise indicated. Our historical results are not necessarily indicative of the results that should be expected
in any future period.
We have derived the consolidated
statements of operations data for Akanda Group for the six months ended June 30, 2025 and 2024, respectively, and the consolidated financial
position information as at June 30, 2025 and 2024, respectively, were derived from Akanda Group’s Unaudited Condensed Interim Consolidated
Financial Statements to be published as Exhibit 99.1 of Form 6-K.
Akanda was incorporated in
the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo to reorganize its medical cannabis market focused
international business assets. On November 3, 2021, Akanda acquired Cannahealth, which owned all the issued and outstanding equity
interests of Canmart and Bophelo Holdings, which, in turn, owned all the issued and outstanding equity interests of Bophelo. As a result
of such acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. On April 29, 2022, Akanda Group,
through its wholly owned subsidiary, Cannahealth, acquired Holigen, which owned all the issued and outstanding equity interests of RPK
Biopharma, Unipessoal, LDA, a company incorporated under the laws of Portugal (“RPK”). As a result of the acquisition,
RPK became our indirect wholly-owned subsidiary. We have consolidated all our then-subsidiary companies, Cannahealth in Malta,
Bophelo in the UK, Canmart in the UK, Holigen in Portugal, and 1371011 B.C. Ltd in Canada, in the Akanda Group Audited Financial
Statements and financial information presented on June 30, 2025.
As a result of Bophelo’s
liquidation, during the year ended December 31, 2022, Bophelo ceased operations and we derecognized its assets and have since determined
that it is no longer a significant subsidiary. We will continue to report about Bophelo, until such time as our inquiry into the liquidation
confirms that the process is complete. In March 2024, Akanda Group sold RPK.
On March 5, 2025, as
amended on March 31, 2025 and August 19, 2025, Akanda Group entered into a Share Exchange Agreement (as so amended, the
“SEA”) with First Towers & Fiber Corp. (“First Towers”), pursuant to which
(a) all of the common shares of First Towers shall be exchanged for newly authorized Class A Special Shares and Class B Special
Shares and cash payable over time as evidenced by a promissory note, and the restructuring and assumption of certain indebtedness of First
Towers (the “Business Combination”). On August 21, 2025, Akanda Group closed the Business Combination. See
“Business Combination.”
On August 26, 2025, Akanda
Group implemented a 1-for-3.125 Reverse Stock Split on its common shares. No fractional shares were issued in connection with the Reverse
Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded to the nearest whole number. All share and per
share data in this management’s discussion and analysis and the unaudited condensed interim consolidated financial statements for
the six months ended June 30, 2025 and 2024 have been retroactively restated to reflect the effect of the Reverse Stock Split.
RESULTS OF OPERATIONS
The discussion below summarizes
Akanda Group’s consolidated historical operation results.
On March 24, 2024, Akanda
Group completed the transaction with Somai Pharmaceuticals Ltd. for the sale of RPK. As a result, Akanda Group accounted for the operating
results of RPK, which was a net loss of $827,620 as a discontinued operation during the year ended December 31, 2024 and has reclassified
the operating results of RPK as a discontinued operation for the year ended December 31, 2023.
During the six months ended
June 30, 2025, Akanda Group evaluated the current state of Canmart and has determined to discontinue and cease it UK operation. As a result,
Akanda Group accounted for the operating results of Canmart, which was a net loss of $26,013, as a discontinued operations during the
six months ended June 30, 2025 and has reclassified the operating results of Canmart as a discontinued operation for the six months ended
June 30, 2024.
Six Months Ended June 30, 2025 Compared
to the Six Months Ended June 30, 2024.
The following table sets forth
key components of Akanda Group’s results of operations for the six months ended June 30, 2025 compared to the six months ended June
30, 2024.
| | |
Six months ended
June 30, | |
| | |
2025 | | |
2024 | |
| Operating expenses | |
| | |
| |
| Depreciation and amortization | |
$ | 84,788 | | |
$ | 102,051 | |
| Consulting and professional fees | |
| 863,287 | | |
| 1,510,663 | |
| Personnel expenses | |
| 226,822 | | |
| 209,106 | |
| General and administrative expenses | |
| 315,859 | | |
| 337,948 | |
| Total operating expenses | |
| 1,490,756 | | |
| 2,159,768 | |
| | |
| | | |
| | |
| Operating loss | |
| (1,490,756 | ) | |
| (2,159,768 | ) |
| | |
| | | |
| | |
| Other income (expenses): | |
| | | |
| | |
| Finance income | |
| 38,116 | | |
| — | |
| Finance expense | |
| (17,749 | ) | |
| (62,192 | ) |
| Foreign exchange gain (loss), net | |
| 44,521 | | |
| (132,441 | ) |
| Gain (loss) on debt settlement | |
| 21,575 | | |
| (232,375 | ) |
| Other income | |
| — | | |
| 75,093 | |
| Loss on sale of subsidiary | |
| — | | |
| (165,625 | ) |
| Write-off of holdback payable | |
| — | | |
| 400,000 | |
| | |
| 86,463 | | |
| (117,540 | ) |
| | |
| | | |
| | |
| Net loss from continuing operations | |
| (1,404,293 | ) | |
| (2,277,308 | ) |
| Loss from discontinued operations | |
| 589,292 | | |
| (405,582 | ) |
| Net loss | |
$ | (815,001 | ) | |
$ | (2,682,890 | ) |
| Translation adjustment | |
| 122,144 | | |
| 136,130 | |
| Comprehensive loss | |
$ | (692,857 | ) | |
$ | (2,546,760 | ) |
| | |
| | | |
| | |
| Loss per share from continuing operations - basic and diluted | |
$ | (2.02 | ) | |
$ | (15.07 | ) |
| Loss per share - basic and diluted | |
$ | (1.17 | ) | |
$ | (17.76 | ) |
| Weighted average Common Shares outstanding | |
| 693,889 | | |
| 151,067 | |
Revenue
Akanda Group’s revenue
came from Canmart in UK. Canmart sells a variety of different CBPM product types, including cannabis oil and cannabis flower for medical
use. In May 2025, Akanda Group commenced the dissolution of Canmart and ceased all operations in the UK. As a result, all operating results
of Canmart has been reclassified as a discontinued operations and thus no revenues were recognized during the six months ended June 30,
2025 and 2024.
Cost of Sales
Akanda Group’s cost
of sales is directly related to the associated cost of CBPMs imported by Canmart and supplied to its patients. As a result of Canmart’s
dissolution, no cost of sales were recognized during the six months ended June 30, 2025 and 2024.
Amortization and Depreciation
Amortization and depreciation
expenses decreased from $102,051 for 2024 to $84,788 for the six months ended June 30, 2025. The decrease in the amortization and depreciation
expenses recorded during the six months ended June 30, 2025 was mainly due to the new office lease having lower monthly lease payments
as compared to the previous lease resulting for lower monthly depreciation of ROU assets.
Consulting and Professional Fees
The consulting and professional
fees incurred decreased from $1,510,663 in 2024 to $863,287 for the six months ended June 30, 2025. This decrease in consulting and professional
fees resulted from the decreased corporate activity including the completion of one private financing during the six months ended June
30, 2025 as compared to higher activities in the same period of the previous year, mainly on the engagement of various professional advisors
and consultants in relation to Akanda Group’s plans for completion of assets acquisition and disposal of RPK and completion of several
public offerings and listings.
Personnel Expenses
The Akanda Group
incurred personnel expenses of $226,822 for the six months ended June 30, 2025 compared to $209,106 for the six months ended June
30, 2024. The increase in personnel expenses was due to the changes in management and key personnel during the current period
resulting in higher fees paid or accrued to the current management team of Akanda and its subsidiaries in the current period.
General and Administration Expenses
The Akanda Group incurred
general and administration expenses of $315,859 and $337,948 for the six months ended June 30, 2025 and 2024, respectively. These costs
consisted mainly of a broad range of site related operational expenses such as utilities, fuel costs, import duties, security expenses,
repairs and maintenance and consumables and office related operational expenses for its day to day business activities. During the six
months ended June 30, 2025, these costs decreased compared to the same period in the prior year mainly due to decreased marketing and
promotional activities of Akanda Group and lower financings completed in the current period.
Interest Expense
The Akanda Group incurred
interest expense of $17,749 for the six months ended June 30, 2025 compared to interest expense of $62,192 for 2024. The significant decrease
in the interest expense was primarily due to the full settlement of several interest-bearing loans during the current period which resulted
to lower interest expenses paid and accrued during the current period as compared to the same period in the prior year.
Foreign Currency Translation
The foreign exchange gain
(loss) is recognized on the translation of the consolidated financial statements from their functional currencies to United States
Dollar. The Euro is the functional currency of Cannahealth and Holigen, Great British Pounds is the functional currency of Canmart and
Canadian dollars is the functional currency of Akanda and 1371011 B.C. Ltd., while the United States Dollar is its reporting
currency. The exchange gains and losses have not been incurred on any transactions or balances held by these companies in a different
currency.
Net Loss and Total Comprehensive Loss
For the six months ended June
30, 2025 and 2024, respectively, the Akanda Group incurred a net loss of $815,001, and $2,682,890, respectively, and a comprehensive loss
of $692,857 and $2,546,760, respectively, which consisted primarily of depreciation and amortization of $84,788 and $102,051, respectively,
consulting and professional fee expenses of $863,287 and $1,510,663, respectively, personnel expenses of $226,822, and $209,106, respectively,
general and administrative expenses of $315,859 and $337,948, respectively, and gain from discontinued operations of $589,292 and loss
of $405,582, respectively. The significant decrease in loss for the six months ended June 30, 2025 as compared to the same period in the
previous year was mainly due to the lower operating results of Akanda incurred during the six months ended June 30, 2025.
Off-Balance Sheet Arrangements
Akanda did not have, during
the reporting period, and we do not currently have any off-balance sheet arrangements that have or are reasonably likely to have
a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditure or capital resources that is material to investors.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The Akanda Group’s principal
liquidity requirements are for corporate operating expenses, working capital and capital expenditures. Historically, we have funded our
liquidity requirements primarily through shareholder loans, loans from third parties and from the issuance of shares. We did not have,
during the reporting period, and we do not currently have any contractual obligations for ongoing capital expenditures.
The following table summarizes
our cash flows from operating, investing and financing activities for the six months ended June 30, 2025:
| | |
Six Months Ended
June 30, 2025 | |
| | |
2025 | | |
Change | | |
2024 | |
| Cash provided by (used in) operating activities | |
$ | (375,604 | ) | |
$ | 2,216,376 | | |
$ | (2,591,980 | ) |
| Cash provided by (used in) investing activities | |
$ | 173 | | |
$ | (103,877 | ) | |
$ | 104,050 | |
| Cash provided by (used in) financing activities | |
$ | (522,406 | ) | |
$ | (9,160,532 | ) | |
$ | 8,638,126 | |
Cash Flows from Operating Activities
For the six months ended June
30, 2025, Akanda Group’s cash flow from operating activities decreased by $2,216,376, which was mainly attributable to corporate
expenses, gain on debt settlement recognized, and no RSUs granted and exercised during the current period as well as changes in working
capital relating to decrease in accounts receivable, decrease in prepayments, decrease in trade and other payables and increase in due
to related parties.
Cash Flows from Investing Activities
Cash provided by
investing activities was $173 for the six months ended June 30, 2025, which was mainly attributable to loan repayment, offset by
cash surrendered on loss of control of Canmart. The cash provided by investing activities during the six months ended June 30, 2024
were attributable to cash proceeds from the sale of RPK, offset by existing RPK cash surrendered upon disposal, purchase of
property, plant and equipment and loan receivable.
Cash Flows from Financing Activities
Cash used in financing activities
was $522,406 for the six months ended June 30, 2025, which was mainly attributable to repayment of loans to related parties and third
parties and advances to First Towers, partially offset by proceeds from a private offering, as discussed below. Cash provided by financing
activities during the six months ended June 30, 2024 was attributable to proceeds from public offerings and short term loans, as discussed
below, partially offset by repayment of loans and lease payments.
Share Capital and Financing
During the six months ended
June 30, 2025, Akanda Group completed the following financing:
| (i) | On March 26, 2025, pursuant to a series of subscription agreement
entered with investors on March 21 and 24, 2025, Akanda Group completed its private offering with the issuance of 73,143 common shares
at a subscription price of $4.38 per share for gross proceeds of $320,000. |
During the six months ended
June 30, 2024, Akanda Group completed the following financings:
| (i) | On February 2, 2024, pursuant to the securities purchase agreement
entered with Corbo Capital Inc. on February 1, 2024, Akanda Group closed its registered direct offering with the issuance of 1,123 common
shares at a purchase price of $101.50 per share and prefunded warrants to purchase 5,852 common shares at a price of $101.475 per share
for gross proceeds of $708,000. The prefunded warrants were immediately exercisable for $0.025 per share and may be exercised at any
time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the
prefunded warrant. During the six months ended June 30, 2024, Akanda Group issued 5,852 common shares pursuant the exercise of above
prefunded warrants. |
| (ii) | On March 4, 2024, pursuant to the securities purchase agreement
entered with Corbo Capital Inc. on March 1, 2024, Akanda Group closed its registered direct offering with the issuance of 1,471 common
shares at a purchase price of $51.36 per share and prefunded warrants to purchase 1,448 common shares at a price of $51.335 per share
for gross proceeds of $150,000. The prefunded warrants were immediately exercisable for $0.025 per share and may be exercised at any
time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the
prefunded warrant. During the six months ended June 30, 2024, Akanda Group issued 1,448 common shares pursuant the exercise of above
prefunded warrants. |
| (iii) | On March 5, 2024, pursuant to the securities purchase agreement
entered with Corbo Capital Inc. on March 4, 2024, Akanda Group closed its registered direct offering with the issuance of 1,471 common
shares at a purchase price of $42.18 per share and prefunded warrants to purchase 1,492 common shares at a price of $42.155 per share
for gross proceeds of $125,000. The prefunded warrants were immediately exercisable for $0.025 per share and may be exercised at any
time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the
prefunded warrant. During the six months ended June 30, 2024, Akanda Group issued 1,492 common shares pursuant the exercise of above
prefunded warrants. |
| (iv) | On March 27, 2024, pursuant to an underwriting agreement entered
with Univest Securities, LLC (“Univest”) as the underwriter on March 25, 2024, Akanda Group closed its underwritten public
offering with the issuance of 12,350 common shares at a purchase price of $30.425 per share and prefunded warrants to
purchase 199,489 common shares at a price of $30.40 per share for gross proceeds of $5,000,000. The prefunded warrants are immediately
exercisable for $0.025 per share and may be exercised at any time until all of the prefunded warrants are exercised in full, subject
to certain beneficial ownership limitations as set forth in the prefunded warrant. During the six months ended June 30, 2024, Akanda
Group issued 199,489 common shares pursuant the exercise of above prefunded warrants. |
| (v) | On May 17, 2024, pursuant to the securities purchase agreement
entered with DRNK Beverage Corp. on the same day, Akanda Group closed its 1st tranche of registered direct offering with the
issuance of 9,965 common shares at a purchase price of $25.775 per share and prefunded warrants to purchase 87,028 common shares at a
price of $25.75 per share for gross proceeds of $2,500,000. The prefunded warrants are immediately exercisable for $0.025 per share
and may be exercised at any time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations
as set forth in the prefunded warrant. During the six months ended June 30, 2024, Akanda Group issued 87,028 common shares pursuant the
exercise of above prefunded warrants. |
| (vi) | On May 20, 2024, pursuant to the securities purchase agreement
entered with DRNK Beverage Corp. on May 17, 2024, Akanda Group closed its 2nd tranche of registered direct offering with the
issuance of 9,965 common shares at a purchase price of $25.775 per share, and prefunded warrants to purchase 48,230 common shares at
a price of $25.75 per share for gross proceeds of $1,500,000. The prefunded warrants are immediately exercisable for $0.025 per share
and may be exercised at any time until all of the prefunded warrants are exercised in full, subject to certain beneficial ownership limitations
as set forth in the prefunded warrant. During the six months ended June 30, 2024, Akanda Group issued 48,230 common shares pursuant the
exercise of above prefunded warrants. |
Short Term Loan
During the six months ended
June 30, 2024, Akanda Group received loans of $110,257 for its capital as well as working capital needs, of which $44,975 was advances
from related parties. No new loans were received during the six months ended June 30, 2025.
Advances to First Towers
Pursuant to the Bridge Loan Agreement entered in November 2024 with
First Towers (the “Bridge Loan Agreement”), Akanda Group agreed to advance to First Towers a $350,000 loan,
repayable on demand and with an interest rate equal to the prime rate plus 2%. Upon signing of the SEA on March 5, 2025, Akanda agreed
to advance to First Towers a loan in the principal amount of up to $1,000,000 on the same terms as the Bridge Loan Agreement. As of June
30, 2025, Akanda Group lent out an aggregate amount of $423,000 to First Towers, which was consolidated into Akanda’s financial
statements after the closing of the Business Combination subsequent to June 30, 2025.
Disclosure of Contractual Arrangements
On June 30, 2025, Akanda Group
was committed to minimum lease payments as follows:
| | |
Less than
One Year | | |
1 - 5
Years | | |
Over
5 Years | |
| Contractual Obligation | |
| | |
| | |
| |
| Office lease | |
$ | 72,000 | | |
$ | 144,000 | | |
$ | — | |
The amounts above are undiscounted
and include the total amounts due, including the interest component, that has been reclassified to accounts payable.
BUSINESS COMBINATION
On March 5, 2025, as amended on March 31, 2025 and August 19, 2025,
Akanda Group entered into the SEA with First Towers, a corporation existing under the laws of the Province of British Columbia, and the
common shareholders of First Towers. First Towers was a private company that develops, constructs and owns telecommunications infrastructure
in Mexico.
Pursuant to the SEA, the parties agreed to enter into a business combination
transaction, pursuant to which, among other things, (a) all of the common shares of First Towers shall be exchanged for newly authorized
Class A Special Shares and Class B Special Shares, or cash payable over time as evidenced by a promissory note, and (b) First Towers shall
be continuing as a wholly owned subsidiary of Akanda.
Within three business days of the original execution date of the SEA,
Akanda agreed to advance to First Towers up to $1,000,000 loan on the same terms as Akanda’s November 21, 2024 Bridge Loan
Agreement with First Towers, pursuant to which Akanda loaned to First Towers $350,000.
Subsequent to the six months ended June 30, 2025, Akanda Group closed
the Business Combination, as described further below.
SUBSEQUENT EVENTS
On August 26, 2025, Akanda Group implemented a 1-for-3.125 Reverse
Stock Split on its common shares. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting
from the Reverse Stock Split were rounded to the nearest whole number. All share and per share data in these consolidated financial statements
have been retroactively restated to reflect the effect of the reverse stock split.
On August 22, 2025, Akanda Group consummated the Business Combination
pursuant to the SEA, with First Towers, pursuant to which all of the common shares of First Towers have been acquired by Akanda Group
and in exchange, Akanda Group will issue Class A Special Shares and Class B Special Shares and cash payable over time and evidenced by
a promissory note.
As a result of the closing,
which was effective on August 21, 2025 but dated as of August 19, 2025, First Towers became a wholly owned subsidiary of Akanda.
Akanda did not issue any of its common shares as of the closing, as
originally contemplated by the Share Exchange Agreement. On August 29, 2025, Akanda Group held a Special Meeting of Shareholders and approved
the creation of new classes of securities, including Class A Special Shares convertible into Company common shares on a one for one basis,
Class B Special Shares convertible into Company common shares on a one for one basis, and “blank check” preferred shares.
After the Special Meeting and the approval of the new classes of securities, Akanda issued 144,930 Class A Special Shares in accordance
with the terms of the SEA. Akanda intends to hold a second special meeting of shareholders to seek approval for the issuance of an aggregate
of 4,775,972 Class B Special Shares , issuable to the former First Towers shareholders pursuant to the terms of the SEA (the “Second
Shareholder Meeting”).
| iii. | Assumption of First Towers Indebtedness: |
In connection with the Business Combination and the closing, Akanda
Group entered into a Debt Settlement Agreement and a Convertible Promissory Note with each of PGC Finco Inc. (“PGC”) and Dunstan
Holdings Ltd. (“Dunstan”).
Pursuant to the PGC Settlement Agreement, in satisfaction of all indebtedness
of First Towers to PGC through the closing, Akanda Group assumed indebtedness of First Towers in the aggregate principal amount of $4,153,078
which is evidenced by a convertible promissory note (the “PGC Note”), and Akanda Group agreed to pay to PGC
a cash payment of $500,000 and issue to PGC, upon shareholder approval therefor, 557,162 (post-reverse stock split) Class B Special Shares.
Pursuant to the Dunstan Settlement Agreement, in satisfaction of all
indebtedness of First Towers to Dunstan through the closing, Akanda Group assumed indebtedness of First Towers in the aggregate principal
amount of $756,917.28 which is evidenced by a convertible promissory note (the “Dunstan Note”), and Akanda Group
agreed to issue to Dunstan, upon shareholder approval therefor, 175,222 (post-reverse stock split) Class B Special Shares.
Each of the PGC Note and the Dunstan Note (collectively, the “Notes”)
has a maturity date of August 19, 2031, has an interest rate of 8-1/2% per annum payable semiannually in arrears, and are secured by all
of the assets of Akanda Group. Each Note may be converted from time to time by either the Company or the holder of the Note, into common
shares of the Company, subject to first obtaining approval from the shareholders of the Company at the Second Shareholder Meeting. The
conversion price shall be a price per share equal to the greater of (a) $0.2720 and (b) a ten percent discount to the seven trading day
VWAP immediately prior to receipt of the conversion notice.
In connection with the Business Combination and the closing, the Company
entered into a promissory note with a shareholder of First Towers (the “Consideration Note”), in lieu of Akanda
issuing Class A Special Shares and Class B Special Shares as consideration to such shareholder. The Consideration Note is in the principal
amount of $14,133,966. It has a maturity date of August 19, 2027 and has an interest rate of 16% per annum payable quarterly. In addition,
the Company paid to the holder of the Consideration Note a commitment fee of $424,018.98.
The Consideration Note is secured
by all of the assets of Akanda Group pursuant to a General Security Agreement dated as of August 19, 2025, but such security interest
has been subordinated to the Notes and the security interest held by PGC and Dunstan.
| v. | Convertible Note Transaction: |
On September 12, 2025, the
Company entered into a Securities Purchase Agreement dated September 11, 2025 (the “Purchase Agreement”) with
the Selling Stockholders, to issue and sell to each of the Selling Stockholders a convertible promissory note (each, individually, a
“September Note” and collectively, the “September Notes”), for aggregate gross proceeds
to the Company of $12,000,000, before deducting fees to the Placement Agent (as defined below) and other expenses payable by the Company
in connection with the offering (the “September Offering”). The closing of the September Offering occurred
on September 12, 2025.
The Company intends to use
the net proceeds from the sale of the September Notes for (i) marketing purposes of up to $3.5 million, (ii) for the renewal and continued
development of the Company’s Gabriola, B.C. site, (iii) working capital and general corporate purposes of up $3 million and (iv)
up to $7 million to be used for the repayment of certain indebtedness. Subsequent to the closing of the September Offering, the Company entered into a Consulting Agreement with IR
Agency LLC (the “IR Consulting Agreement”), for IR Agency to provide six months of marketing and advertising
services to the Company for a fee of $3.5 million, payable in advance. A copy of the IR Consulting Agreement is attached to this Report
on Form 6-K as Exhibit 10.1 and is incorporated herein by reference.
Univest Securities, LLC (the
“Placement Agent”) acted as placement agent for the September Offering.
The maturity date of each September
Note is the 12-month anniversary of the issuance date of such September Note, and is the date upon which the principal amount, as well
as any other fees, shall be due and payable. The September Notes bear interest at a rate of 10% per annum.
Each Selling Stockholder has the right, at any time, to convert all
or any portion of the then outstanding and unpaid principal amount and interest if any (including any costs, fees and charges) into the
Company’s common shares at a conversion price (the “Conversion Price”) equal to the lower of (i) $2.88
per share (the “Initial Conversion Price”), (ii) 85% of the VWAP (as defined in the September Notes) of the
common shares during the five consecutive Trading Day (as defined in the September Notes) period ending and including the Trading Day
immediately preceding the delivery of the Conversion Notice (as defined in the September Notes); or (iii) 85% of the Closing Sale Price
(as defined in the September Notes) on the Trading Day prior to the Conversion Notice being submitted; provided, however, that in no event
shall the Conversion Price equal a price per share that is less than $0.678.
In addition, the Company entered
into an engagement letter with the Placement Agent dated August 11, 2025, pursuant to which the Placement Agent agreed to serve as the
placement agent for the issuance and sale of securities of the Company. As compensation for such placement agent services, the Company
has agreed to pay the Placement Agent an aggregate cash fee equal to 2.5% of the gross proceeds received by the Company from the Offering,
plus $50,000 for its fees and expenses. Accordingly, the Company paid the Placement Agent $300,000 in cash fees in relation to the September
Offering.
| vi. | Amendment to Option Agreement with 1107385 B.C. Ltd: |
On September 24, 2025, the Company entered an Amendment No. 1 to Amended
and Restated Option to Purchase (the “Amendment”) with 1107385 B.C. LTD (the “Owner”).
The Amendment extended the option term contained in the Agreement to September 25, 2027. In exchange for such extension, the Company shall
pay to the Owner a total of $250,000, of which $150,000 was paid at signing and $100,000 shall be paid on the 12-month anniversary of
the Amendment. Additionally, the Company agreed (a) to register certain common shares of the Company owned by the Owner and (b) to pay
to the Owner a specified “Value” (as defined as a U.S. dollar amount calculated as follows: (i) the product of the number
of such common shares owned by the Owner, multiplied by the closing price of the common Shares on the Nasdaq Capital Market on the date
of registration, and (ii) subtracting the result of subsection (i) from US $600,000) in cash from the proceeds of the Company’s
next capital raising transaction.
| Exhibit No. |
|
Description |
| 10.1 |
|
Consulting Agreement with IR Agency LLC |
| 99.1 |
|
Interim Condensed Consolidated Financial Statements as of June 30, 2025 |
| 101.INS |
|
XBRL Instance Document |
| 101.SCH |
|
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 30, 2025 |
By: |
/s/ Katie Field |
| |
|
Name: |
Katie Field |
| |
|
Title: |
Interim Chief Executive Officer and Director |
11
