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 February 2024
Commission File Number: 001-41324
AKANDA CORP.
(Name of registrant)
1a, 1b Learoyd Road
New Romney TN28 8XU, United Kingdom
(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.
EXHIBIT INDEX
On February 20, 2024, Akanda Corp. issued a press
release entitled “Akanda Corp. Provides Update on Annual Meeting of its Shareholders”, a copy of which is furnished herewith
as Exhibit 99.1 to this Report on Form 6-K. The notice of an application for extension of time to hold annual general meeting
is also furnished herewith as Exhibit 99.2 to this Report on Form 6-K.
The press release furnished in this report as
Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section.
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.
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AKANDA CORP. |
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(Registrant) |
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| Date: February 20, 2024 |
By: |
/s/ Katie Field |
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Name: |
Katie Field |
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Title: |
Interim Chief Executive Officer and Director |
2
Exhibit 99.1
Akanda Corp. Provides Update on Annual Meeting
of its Shareholders
London, February 20, 2024 –
Akanda Corp. (“Akanda” or the “Company”), an international medical cannabis company, today announces
that it has made an application to the Ontario Superior Court of Justice (the “Court”) to extend the deadline for it
to hold its annual meeting of shareholders (the “Meeting”) from February 22, 2024 to March 23, 2024. Under Ontario law,
the Company must hold the Meeting within 15 months from the prior meeting, which would be February 22, 2024. If it is impractical for
the Company to hold the Meeting within the aforementioned timeline, the Company may make an application to the Court to extend the deadline
for holding the Meeting.
On February 9, 2024, the Company made an application
to the Court to grant an order allowing the Company to hold the Meeting on or before March 23, 2023.
As previously announced on February 1, 2024, the
Company is negotiating a definitive agreement with Somai Pharmaceuticals Unipessoal, Lda. for the potential sale of all of the issued
and outstanding shares of the Company’s indirect wholly owned subsidiary, RPK Biopharma, Unipessoal, LDA (the “Transaction”).
The potential Transaction, if consummated according to the terms of the previously executed non-binding letter of intent, would amount
to the sale of a significant portion of the assets of the Company, for which the Company will require shareholder approval. The closing
of the proposed Transaction will be subject to customary due diligence, representations and warranties, covenants, indemnities and closing
conditions. There can be no assurance or guarantee that the proposed Transaction will be consummated, or upon the terms and conditions
currently outlined in the non-binding letter of intent.
Akanda anticipated having the definitive agreement
for the potential Transaction executed and presented to Akanda’s shareholders for approval at the Meeting to be held on February
22, 2024. Negotiations for the agreement extended longer than anticipated, however, which meant that the definitive agreement, if agreed
upon, would not be executed before the mailing deadlines for the information circular had the Meeting been held on February 22, 2024.
In order to avoid unnecessary duplication of efforts and expenses, the Company has proposed to combine the approval of the potential Transaction
if it is able to negotiate agreeable terms, with the other annual and special matters being approved at the Meeting. The costs to the
Company of holding a second meeting to approve the potential Transaction in quick succession after the Meeting, had it been held on February
22, 2024 could amount to more than $50,000, in addition to the time and effort spent by management in preparation for same. In the opinion
of management, holding two shareholder meetings (an annual meeting on February 22, 2024 and a special meeting for shareholders to vote
on the potential Transaction, to be held a month later in March, 2024) rather than one meeting, would be impractical and financially irresponsible
to Akanda, and against the best interests of Akanda and its shareholders.
The Company is looking to call the Meeting to
approve the potential Transaction if it is able to negotiate agreeable terms, and other general and special matters, on or before March
23, 2024. This outside date has been chosen by the Company to allow sufficient time for the negotiation and finalization of the terms
of the potential Transaction, for completion of the definitive agreement, and for notice of the shareholder meeting to be given to the
shareholders in accordance with Ontario law.
The Company will be appearing in front of the
Court on Tuesday, February 20, 2024 to seek court order to extend the timeline to call the Meeting from February 22, 2024 to March 23,
2024. The Company will provide a further news release once the decision of the Court has been made. While the Company anticipates the
extension will be granted, there is not guarantee that it will be.
About Akanda Corp.
Akanda is an international medical cannabis and
wellness platform company seeking to help people lead better lives through improved access to high quality and affordable products. Akanda’s
portfolio includes Holigen, a Portugal-based cultivator, manufacturer and distributor with an EU GMP certified indoor grow facility; CanMart,
a UK-based fully licensed pharmaceutical importer and distributor which supplies pharmacies and clinics within the UK. The Company’s seed-to-patient
supply chain also includes partnerships with California-based Cookies, the most globally recognized cannabis company in the world; Cansativa
Group, a leading importer and distributor of medical cannabis in Europe; and Cellen Life Sciences’ Leva Clinic, one of the first fully
digital pain clinics in the UK.
Connect with Akanda: Email | Website | LinkedIn | Twitter | Instagram
Investor Contact
ir@akandacorp.com
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking
information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information
or current condition, but instead represent only Akanda’s beliefs regarding future events, plans or objectives, many of which, by their
nature, are inherently uncertain and outside of Akanda’s control. Generally, such forward-looking information or forward-looking statements
can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain
statements that certain actions, events or results “may”, “could”, “would”, “might” or “will
be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking information may relate
to anticipated events or results including, but not limited to the outcome of the application to the Court, the timing for the Company
to finalize the definitive agreement for the Transaction, the ability for the Company to call a meeting prior to March 23, 2024, the costs
of holding two shareholder meetings, the future financial position of the Company, and the impact of the Transaction on the Company. The
forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release,
and Akanda does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced
herein, except in accordance with applicable securities laws.
Exhibit 99.2
Akanda Corp.
1a, 1b Learoyd Road
New Romney TN28 8XU
United Kingdom
February 20, 2024
Re: Notice to Shareholders – Application
for Extension of Time to Hold Annual General Meeting
Dear valued shareholders of Akanda Corp. (“Akanda”):
Akanda is a corporation incorporated pursuant
to the Business Corporations Act (Ontario) (“OBCA”) under the laws of the Province of Ontario, Canada. Pursuant
to Section 94(1)(a) of the OBCA, Akanda must call its annual meeting of shareholders not later than fifteen months after holding the preceding
annual meeting. The last annual meeting of the shareholders was held on November 22, 2022. In accordance with the OBCA, therefore, Akanda
must hold its next annual meeting of shareholders on or before February 22, 2024.
As announced by Akanda on February 1, 2024, Akanda
is in the process of negotiating a definitive agreement regarding the sale of all of the issued and outstanding shares of its wholly owned
subsidiary, RPK Biopharma, Unipessoal, LDA to Somai Pharmaceuticals Unipessoal, LDA (the “Transaction”), which will
require a special resolution of the shareholders of Akanda. Despite the best efforts of Akanda, the terms of the definitive agreement
could not be negotiated and finalized in the time required to include the agreement with the materials for approval at a shareholder meeting
to be held on or before February 22, 2024.
Given the circumstances, Akanda had to make a
decision between: (i) holding an annual general meeting of the shareholders on or before February 22, 2024 in strict compliance with OBCA
requirements, and then potentially have to hold a subsequent special meeting of the shareholders shortly thereafter to approve the potential
Transaction; or (ii) making an application to the Ontario court seeking an order to hold a single meeting after February 22, 2024 in order
to allow for all matters to be dealt with at a single meeting notwithstanding subsection 94(1)(a) of the OBCA.
Holding a meeting of the shareholders requires
a substantial amount of time and expense and holding two meetings in short succession would have been very costly to Akanda. It is Akanda’s
view that it is not in the best interest of Akanda or its shareholders to call one meeting on or before February 22, 2024, only to be
followed potentially by a second meeting shortly thereafter. Akanda has therefore filed an application in the Ontario court, to be heard
on February 20, 2024, seeking an order from the court, pursuant to Section 106 of the OBCA, that will allow Akanda to hold its next annual
general and special meeting of the shareholders on or before March 23, 2024, thus addressing all matters at which time Akanda also expects
to seek approval of the potential Transaction, if it is able to negotiate acceptable terms, in a single meeting.
A copy of the application to the court can be
obtained by contacting Akanda at ir@akandacorp.com. Any shareholder wishes to oppose the application to the court should contact Akanda
at ir@akandacorp.com.
Akanda will announce the outcome of the application
by news release when completed.
We appreciate your continued support of Akanda.
Yours truly,
(Signed) “Katie Field”
Katie Field
Interim CEO
Akanda (NASDAQ:AKAN)
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