AKANDA CORP. (Form: S-8, Received: 10/21/2022 17:04:45)

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.

4.1		Articles of Incorporation of the Akanda Corp (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-262436) filed on January 31, 2022).

4.2		Articles of Amendment of Akanda Corp. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-1 (File No. 333-262436) filed on January 31, 2022).

4.3		Bylaws of Akanda Corp. (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form F-1 (File No. 333-262436) filed on January 31, 2022).

5.1		Opinion of Dentons Canada LLP (filed herewith).

23.1		Consent of BF Borgers (filed herewith).

23.2		Consent of Dentons Canada LLP (included in Exhibit 5.1).

24.1		Power of Attorney (included in signature page to this Registration Statement).

99.1		Akanda Corp. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-264450) filed on April 22, 2022).

99.2		Form of Restricted Stock Unit Agreement under the Akanda Corp. 2021 Equity Incentive Plan (filed herewith).

99.3		Form of Stock Option Award Agreement under the Akanda Corp. 2021 Equity Incentive Plan (filed herewith).

107		Filing Fee Table.

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

Exhibit 5.1

Dentons Canada LLP
77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON, Canada M5K 0A1

dentons.com

October 21, 2022

Akanda Corp.
1a, 1b Learoyd Road

New Romney TN28 8XU

United Kingdom

Dear Sirs/Mesdames:

Re:

Akanda Corp. – Registration Statement on Form S-8

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 4,877,410 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 participated in the preparation of and examined original executed or electronically delivered copies, which have been certified or otherwise identified to our satisfaction, of:

the Registration Statement;

the Incentive Plan; and

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:

a certificate of status dated October 21, 2022 issued by the Ministry of Government and Consumer Services (Ontario) relating to the Corporation; and

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").

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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:

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;

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;

the Officer's Certificate continues to be accurate on the date hereof;

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

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.

Reliance

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 Officer's Certificate.

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.

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Qualifications

Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being "fully-paid and non-assessable", such phrase means that the holders of such securities will not, after the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

The opinions are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

	Very truly yours,

	/s/ Dentons Canada LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Akanda Corp.

We consent to the inclusion in this Registration Statement on Form S-8 (this “Registration Statement”) of Akanda Corp. our report dated May 2, 2022 relating to the financial statements which appear in the Annual Report on Form 20-F for the year ended December 31, 2021.

/s/ BF Borgers CPA PC

Certified Public Accountants
Lakewood, Colorado
October 21, 2022

Exhibit 99.2

RESTRICTED SHARE UNIT award AGREEMENT
pursuant to THE AKANDA CORP. 2021 Equity Incentive Plan

Akanda Corp. (the "Corporation") hereby confirms the grant to [●] (the "Recipient"), effective [●] (the "Grant Date"), of [●] Restricted Share Unit Awards ("RSUs") described in the table below pursuant to the Corporation's 2021 Equity Incentive Plan (the "Plan") (as the same may be supplemented and amended from time to time), a copy of which Plan has been provided to the undersigned Recipient. In the event of any inconsistency between the terms of this Restricted Share Unit Award Agreement and the Plan, the terms of the Plan will prevail. Capitalized terms used in this Restricted Share Unit Award Agreement and not otherwise defined will have the meanings attributed to those terms in the Plan.

No. of RSUs	Vesting Date
[●]	[●]

In consideration of the grant of the RSU's pursuant to the Plan (the receipt and sufficiency of which are hereby acknowledged), the Recipient hereby agrees and confirms that:

The Recipient has received a copy of the Plan, has read and understands the Plan and will abide by its terms and conditions, which terms and conditions include the right of the Corporation to amend or terminate the Plan or any of its terms and to determine vesting and other matters in respect of an RSU.

The Recipient acknowledges and agrees that this Restricted Share Unit Award Agreement amends and restates in its entirety, and supersedes, any and all agreements, commitments and understandings between the Corporation and the Recipient with respect to the grant of restricted share unit awards of the Corporation prior to the date hereof.

The Recipient accepts and consents to and shall be deemed conclusively to have accepted and consented to, and agreed to be bound by, the provisions and all terms of the Plan and all bona fide actions or decisions made by the Board or any person(s) to whom the Board may delegate administrative duties and powers in relation to the Plan, which terms and consent shall also apply to and be binding on the legal representatives, permitted assigns, beneficiaries and successors of the Recipient.

The Recipient will not make any claim under any consulting, employment or other agreement for any rights or entitlement under the Plan or damages in lieu thereof except as expressly provided in the Plan.

The Recipient acknowledges that neither the Corporation nor its affiliates or associates (as such terms are defined in the Securities Act (Ontario), "Associate"), nor their respective advisors, assume any responsibility in regards to the tax consequences that participation in the Plan, issuance of RSU's hereunder and/or the vesting and redemption thereof will have for the Recipient and the Recipient is urged to consult his or her own tax advisors in such regard.

The Recipient acknowledges that he/she is solely liable for any taxes or penalties which may be payable pursuant to the U.S. Internal Revenue Code of 1986, as amended (the "Code") or to the Canada Revenue Agency under the Income Tax Act (Canada) or any other taxing authority in respect of the grant, vesting or settlement of the RSU's (including any taxes or penalties that may arise under Section 409A of the Code) and agrees to make arrangements satisfactory to the Corporation for the payment of cash to the Corporation sufficient to satisfy any income or employment taxes in respect of the grant, vesting or delivery of the RSU's or any Common Shares issuable in respect thereof, and provided further that the delivery of Common Shares and/or cash, as applicable, pursuant to the vesting of the RSU's is contingent upon satisfaction of applicable withholding requirements and applicable taxes may be withheld from any payments due to you, including such payment in settlement of the RSU's.

The Recipient agrees that he/she will, at all times, act in strict compliance with applicable laws and all polices of the Corporation applicable to the Recipient in connection with the Plan and the RSU's, which applicable laws and policies shall include, without limitation, those governing "insiders" and "reporting issuers" as those terms are defined in applicable securities laws.

The Recipient confirms and acknowledges that he/she has not been induced to enter into this Restricted Share Unit Award Agreement or acquire any RSU's by expectation of employment or continued employment with the Corporation or any of its Affiliates or Associates.

The Recipient agrees and consents to the Corporation:

(a)

collecting the Recipient's Personal Information (as hereinafter defined) for the purposes of this Restricted Share Unit Award Agreement;

(b)

retaining such Personal Information for as long as permitted or required by applicable law or business practices; and

(c)

providing to various governmental and regulatory authorities, as may be required by applicable laws, including securities laws, Stock Exchange rules, and the rules of the Investment Industry Regulatory Organization of Canada (IIROC), or to give effect to this agreement any Personal Information provided by the Recipient, including (a) the disclosure of Personal Information by the Corporation to the Stock Exchange including Personal Information contained in certain forms or for purposes as otherwise identified by the Stock Exchange. "Personal Information" means any information about an identifiable individual.

10.

To the extent applicable, the grant of the RSU's are intended to be exempt from the requirements of Section 409A of the Code and applicable regulations and guidance under the statute and shall be construed and interpreted to be exempt from Section 409A; provided however, that the Corporation does not guarantee the tax result of participation in the Plan.

11.

The grant of the RSU's and the issuance and/or delivery of the Common Shares and/or cash issuable in respect thereof are subject to the terms and conditions of the Plan (as modified or varied by this Restricted Share Unit Award Agreement), all of which are incorporated into and form an integral part of this Restricted Share Unit Award Agreement.

12.

This Agreement shall enure to the benefit of and be binding upon the Corporation and the Recipient and their respective successors (including any successor by reason of amalgamation), transferees, permitted assigns, legal representatives and beneficiaries, as applicable.

13.

This Agreement, the grant of the RSU's hereunder and under the Plan, and the vesting and redemption of the RSU's and delivery of the Common Shares issuable in respect thereof shall be, as applicable, governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to principles of conflicts of laws that would impose the laws of another jurisdiction. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of Ontario and irrevocably waives objection to the venue of any proceeding in those courts or that those courts provide an inconvenient forum. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Plan.

14.

In the event of any conflict or inconsistency between the provisions of this Restricted Share Unit Award Agreement and the Plan, the provisions of the Plan shall govern and rank paramount.

15.

This Agreement may be executed in counterparts (including counterparts by facsimile), each of which will be deemed to be an original and all of which, taken together, will be deemed to constitute one and the same instrument. Delivery by facsimile or by electronic transmission of an executed counterpart of this Restricted Share Unit Award Agreement is as effective as delivery of a manually executed counterpart of this Restricted Share Unit Award Agreement.

[Signature Page Follows]

The Corporation and the undersigned Recipient hereby confirm that the undersigned Recipient is a Participant.

Dated: [●]

AKANDA CORP.


Name: Tejinder Virk
Title: Chief Executive Officer

Accepted:


[●]

Exhibit 99.3

OPTION AGREEMENT
AKANDA CORP. 2021 EQUITY INCENTIVE PLAN

Optionee:
	(name)


	(address)

	(email)

Grant:

Maximum Number of Common Shares Subject to Option (the "Option Shares")

Type of Grant:	¨ Incentive Stock Options ¨ Non-Incentive Stock Options

Option Exercise Price:	$_____________ per Option Share

Date of Grant:	______________, 20___

Vesting Schedule:	___________________________________

Expiry Date:	______________, 20___.

This Option Agreement is made under and is subject in all respects to the Akanda Corp. 2021 Equity Incentive Plan (the "Plan") (as the same may be supplemented and amended from time to time). In the event of any inconsistency between the terms of this Option Agreement and the Plan, the terms of the Plan will prevail. Capitalized terms used in this Option Agreement and not otherwise defined will have the meanings attributed to those terms in the Plan.

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is delivered concurrently with this Option Agreement, and the Optionee is deemed to have notice of and to be bound by all of the terms and provisions of the Plan (as supplemented and amended), as if the Plan was set forth in full herein.

This Option Agreement evidences that the Optionee named above is entitled, subject to and in accordance with the Plan, to purchase up to but not more than the maximum number of Common Shares set out above at the option exercise price set out above upon delivery of: (i) an exercise form substantially in the form attached hereto as Schedule "A"; and (ii) a certified cheque, bank draft or wire transfer for the aggregate exercise price.

This Option may not be transferred in any manner other than in accordance with the Plan, and may be exercised during the lifetime of the Optionee only by, or for the benefit of, the Optionee. The terms of this Option will be binding upon the executors, administrators, heirs, successors, and assigns of the Optionee.

- 2 -

This Option may not be exercised if the issuance of Common Shares upon such exercise would constitute a violation of any applicable securities or other law or valid regulation. The Optionee, as a condition to his, her or its exercise of this Option, represents to the Corporation that the Common Shares that he, she, or it acquires under this Option are being acquired for investment and not with a present view to distribution or resale, unless counsel for the Corporation is then of the opinion that such a representation is not required under applicable securities laws, regulations, or any other law or valid rule of any governmental agency.

The Plan and each Option will be subject to the requirement that, if at any time the board of directors of the Corporation determines that the listing, registration or qualification of the Common Shares subject to such Option upon any securities exchange or under any provincial, state or federal law, or the consent or approval of any governmental body, securities exchange, or the holders of the Common Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such Option or the issue or purchase of Common Shares thereunder, no such Option may be granted or exercised in whole or in part unless such listing, registration, qualification, consent or approval will have been affected or obtained free of any conditions not acceptable to the Board.

As a condition to the issuance of Common Shares under this Option, the Optionee: (a) authorizes the Corporation to withhold, in accordance with applicable law, any taxes of any kind required to be withheld by the Corporation under applicable law as a result of the Optionee’s exercise of this Option ("Withholding Taxes") from payments of any kind otherwise due to the Optionee; and (b) agrees, if requested by the Corporation, to remit to the Corporation at the time of exercise of this Option amounts necessary to pay any Withholding Taxes.

The Optionee acknowledges having had the opportunity to consider and to seek independent legal advice with respect to the Plan and the regulations and related documents, including the Option Agreement. This Option Agreement is not effective until signed on behalf of Akanda Corp. and accepted by the Optionee.

Dated: ______________________, 20___.

AKANDA CORP.

By:

Accepted: __________________, 20___

Signed:


Witness (If Optionee is an Individual)		Print the name of Optionee


Print Name of Witness		If Optionee is a corporation, print name and title of Authorized Signing Officer

Schedule "A"

NOTICE OF EXERCISE

AKANDA CORP. 2021 EQUITY INCENTIVE PLAN

To Exercise the Option, Complete and Return this Form

Capitalized terms used herein and not otherwise defined will have the meanings attributed to those terms in the Akanda Corp. 2021 Equity Incentive Plan (the "Plan") (as the same may be supplemented and amended from time to time). All Common Shares acquired pursuant to an Option Agreement, will be acquired in accordance with the terms, provisions, and conditions of the Plan and the Option Agreement.

The undersigned Optionee or his, her or its legal representative(s) permitted under the Plan hereby notify the Corporation of the election to exercise certain options as set forth below:

(a)	Optionee Name:
(b)	Optionee Address:
(c)	Number of Options to be Exercised:
(d)	Option Exercise Price per Common Share:
(e)	Aggregate Purchase Price ( (c) times (d) ):

and also tenders a certified cheque, bank draft or wire transfer for such aggregate exercise price.

Dated:

Signed:


Witness (If Optionee is an Individual)		Print the name of Optionee


Print Name of Witness		If Optionee is a corporation, print name and title of Authorized Signing Officer

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

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)(2)		Proposed Maximum Offering Price Per Unit(3)		Maximum Aggregate Offering Price(3)		Fee Rate		Amount of Registration Fee
Equity	Common Shares	457(c) and 457(h)		4,877,410	$	0.249	$	1,214,475.09		0.00011020	$	133.84
Total Offering Amounts							$	1,214,475.09			$	133.84
Total Fee Offsets (4)												—
Net Fee Due											$	133.84

(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 4,877,410 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 October 19, 2022.
(4)	The Registrant does not have any fee offsets.