Akanda (AKAN) - 2024 Q4 - Annual Report

PART I Item 3. Key Information This section outlines Akanda Corp.'s principal risks, covering limited operating history, going concern doubts, litigation, and its complex business shift and merger Risk Factors This section details Akanda Corp.'s significant operational, financial, and strategic risks, including limited history, going concern issues, litigation, and merger complexities - The company is an early-stage entity with a limited operating history, having discontinued European operations to focus on a Canadian hemp/THC/CBD facility and a business combination with First Towers and Fiber Corp[27] - Financial conditions raise substantial doubt about the company's ability to continue as a going concern, as it does not expect material revenues in 2025 and may cease operations without additional working capital[30][31] - The company is involved in multiple litigation matters with former executives, including claims for wrongful termination and unpaid compensation, which are expensive, time-consuming, and could materially harm the business if resolved unfavorably[36][37][40] - Akanda is pursuing a business combination with First Towers and Fiber Corp. to diversify from the cannabis market, but this and any future acquisitions pose risks related to integration, management distraction, and potential shareholder dilution[43] - The company has faced Nasdaq listing compliance issues, including minimum bid price and stockholders' equity rules, implementing reverse stock splits to regain compliance, with no assurance of future maintenance[119][120][121] - Significant risks are associated with the planned business combination with First Towers and Fiber Corp., including potential non-completion, market price fluctuations, stockholder dilution, and integration challenges in a new sector[136][137] Item 4. Information on the Company This section details Akanda's corporate history, strategic shifts, and current business focus, including its exit from European cannabis and pivot to Canadian cultivation and a telecommunications merger History and Development of the Company This section outlines Akanda's corporate evolution, including the liquidation of its Lesotho subsidiary, sale of Portuguese operations, and strategic shift to Canadian cannabis and a telecom merger - The company's subsidiary Bophelo in Lesotho was placed into liquidation in July 2022, leading to a cessation of its operations and derecognition of its assets[147] - In September 2023, Akanda signed an option to develop a THC and CBD farming facility on Gabriola Island, British Columbia, marking a strategic shift to Canadian operations, and obtained a hemp license from Health Canada in September 2024[153][179] - On March 24, 2024, the company completed the sale of its Portuguese subsidiary, RPK Biopharma, to Somai Pharmaceuticals for $2.0 million in cash, plus the assumption of approximately 4 million Euros in debt[154] - Throughout 2024, the company conducted multiple financing transactions, including registered direct and underwritten public offerings, raising approximately $11.5 million in aggregate gross proceeds to fund operations and strategic initiatives[158][160][163] - On March 5, 2025, Akanda entered into a Share Exchange Agreement for a business combination with First Towers & Fibers Corp. (FTFC), a telecommunications infrastructure company in Mexico, signaling a significant diversification from its core cannabis business[173] - The company announced the discontinuation of its UK operations and the shutdown of its Canmart Ltd. subsidiary on March 5, 2025, effectively ending its European business presence[174] Business Overview This section describes Akanda's current business focus on Canadian cannabis cultivation, its competitive landscape, regulatory environment, and minimal employee base - Akanda is an early-stage cannabis cultivation, manufacturing, and distribution company shifting its focus to developing a new THC and CBD facility at 1900 Ferne Road, Gabriola Island, British Columbia[178][179] - In the Canadian market, the company will face intense competition in both the CBD and THC segments from established players like Charlotte's Web, Canopy Growth, and Aurora Cannabis[180][181] - As of April 30, 2025, following the discontinuation of its Canmart operations, Akanda has no full-time employees and only 2 part-time executives[184] - The company's operations in Canada are subject to a complex regulatory framework under the federal Cannabis Act, with provincial and territorial governments overseeing distribution and sales; Akanda's subsidiary obtained a hemp license from Health Canada valid through September 2027[83][185] Organizational Structure This section clarifies Akanda's current organizational structure, noting the cessation of all European operations and the absence of material assets in its remaining subsidiaries - As of April 30, 2025, the company no longer operates in Europe, and its subsidiaries in Malta and the UK have no operations or material assets[210] Property, Plants and Equipment This section details Akanda's property assets, including the winding down of its UK warehouse and its primary focus on a Canadian farming property for THC and CBD development - The company is winding down operations at its 30,000 square foot warehouse in Somerset, UK, previously used by its Canmart subsidiary[211] - Akanda's primary property focus is a two-year option to purchase agreement for a farming property on Gabriola Island, British Columbia, where it plans to develop THC and CBD facilities[212] Item 5. Operating and Financial Review and Prospects This section analyzes Akanda's financial performance for 2024 and 2023, highlighting reduced net loss, increased revenue from discontinued UK operations, reliance on external financing, and the impact of its planned merger Operating Results This section presents Akanda's consolidated operating results, showing a significant reduction in net loss for 2024 primarily due to the absence of prior-year impairment charges, despite increased operating expenses Consolidated Results of Operations (Years ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Sales | $836,664 | $423,683 | | Gross Profit | $208,382 | $59,337 | | Total operating expenses | $4,590,864 | $3,718,135 | | Operating loss | ($4,382,482) | ($3,658,798) | | Net loss from continuing operations | ($3,268,409) | ($3,712,377) | | Loss from discontinued operations | ($827,620) | ($28,562,693) | | Net loss | ($4,096,029) | ($32,275,070) | | Loss per share - basic and diluted | ($3.93) | ($573.11) | - Revenue nearly doubled to $836,664 in 2024 from $423,683 in 2023, driven by higher sales from its Canmart subsidiary in the UK; however, these operations have since ceased, and this revenue is not expected to recur in 2025[223] - The net loss significantly decreased to $4.1 million in 2024 from $32.3 million in 2023, primarily due to the absence of a large impairment loss ($24.7 million) recognized in 2023 and reclassified to discontinued operations[232] - Operating expenses increased to $4.6 million in 2024 from $3.7 million in 2023, mainly due to higher general and administrative costs related to investor relations[222][228] Liquidity and Capital Resources This section details Akanda's liquidity and capital resources, emphasizing its reliance on external financing, significant capital raises in 2024, and subsequent loan commitments for its planned business combination Summary of Cash Flows (Years ended December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Cash used by operating activities | ($3,980,365) | ($1,500,574) | | Cash used in investing activities | ($1,016,165) | $24,888 | | Cash provided by financing activities | $8,989,434 | $1,486,567 | - The company's liquidity is primarily funded through external financing; in FY 2024, cash from financing activities was approximately $9.0 million, mainly from public offerings, used to fund operating cash outflows of $4.0 million and investing activities of $1.0 million[234][235][238] - During 2024, Akanda completed seven financing transactions, including registered direct and underwritten public offerings, raising gross proceeds of approximately $11.5 million[239][244] - Subsequent to year-end, the company entered into a Share Exchange Agreement with First Towers & Fibers Corp. (FTFC) for a business combination and agreed to provide FTFC with a $1 million loan facility, of which $400,000 had been drawn by April 2025[246][249] Trend Information This section states the company cannot identify recent revenue or expense trends due to the cessation of European operations and its current startup phase - The company states it is unable to identify any recent trends in revenue or expenses because it has ceased its European operations and considers itself to be in a startup phase[254] Item 6. Directors, Senior Management and Employees This section details Akanda's leadership, compensation, and board structure, noting its minimal executive team, Canadian governance practices as a foreign private issuer, and the absence of full-time employees Directors and Senior Management This section identifies Akanda's senior management as of April 30, 2025, including Interim CEO Katharyn Field and CFO Gurcharn Deol - As of April 30, 2025, the company's senior management consists of Katharyn Field as Interim Chief Executive Officer and Executive Director, and Gurcharn Deol as Chief Financial Officer[256][257] Compensation This section outlines executive and director compensation for 2024 and 2023, and details the company's equity incentive plans for granting options and Restricted Share Units Executive and Director Compensation Summary | Name | Position | 2024 Total ($) | 2023 Total ($) | | :--- | :--- | :--- | :--- | | Katharyn Field | Interim CEO & Exec. Director | 96,000 | 111,968 | | Gurcharn Deol | Chief Financial Officer | 27,594 | 3,407 | | Jatinder Dhaliwal | Director | 96,000 | 111,968 | | David Jenkins | Director | 96,000 | 79,949 | | Christopher Cooper | Director | 20,000 | — | | Total | | 495,699 | 520,298 | - The company has a 2021 Equity Incentive Plan and a shareholder-approved 2024 Equity Incentive Plan, which allows for granting options or Restricted Share Units (RSUs) to directors, consultants, and employees[269][271] Board Practices This section describes Akanda's board composition, its adherence to Canadian home country governance practices as a foreign private issuer, and the structure of its independent board committees - The Board of Directors is composed of four directors, with three, Jatinder Dhaliwal, David Jenkins, and Usama Chaudhry, determined to be independent[272][294] - As a 'foreign private issuer', Akanda follows certain Canadian home country governance practices in lieu of some Nasdaq listing rules, such as quorum requirements for shareholder meetings[277][279][280] - The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each composed of independent directors[282][285][286] Employees This section states that as of April 30, 2025, Akanda has no full-time employees, with only two part-time executive officers - As of April 30, 2025, the company had no full-time employees and only 2 part-time employees, who are its executive officers[296] Item 7. Major Shareholders and Related Party Transactions This section details Akanda's ownership structure and related party transactions, including the absence of major beneficial owners among executives, loans with Halo Collective, a bridge loan to First Towers & Fiber Corp., and ongoing litigation with former executives Major Shareholders This section indicates that as of April 30, 2025, no executive officers, directors, or 5%+ beneficial owners held common shares - As of April 30, 2025, based on the provided table, none of the executive officers, directors, or any known 5%+ beneficial owners held any common shares[302][303] Related Party Transactions This section details Akanda's related party transactions, including payables to former executives, loan activities with Halo Collective, a bridge loan to First Towers & Fiber Corp., and ongoing litigation claims - As of December 31, 2024, the company had $302,232 in payables to related parties, a significant decrease from $2,255,522 in the prior year, including remuneration payable to current and former directors and officers[308] - The company had extensive loan transactions with Halo Collective Inc., a company where Akanda's Interim CEO is also CEO; during 2024, Akanda received additional loans from Halo and subsequently made a full repayment of all outstanding balances[310][604] - On November 21, 2024, Akanda provided a $350,000 bridge loan to First Towers & Fiber Corp., a company controlled by Akanda director Christopher Cooper, in connection with their planned merger[312] - The company is defending against claims from its former CFO, Shailesh Bhushan, for unpaid salary and constructive dismissal totaling over CAD $271,990, with the company disputing the claims[315][640] Item 8. Financial Information This section directs readers to Item 18 for consolidated financial statements and confirms no significant changes since the annual financial reporting date - The company's consolidated financial statements and other financial information are provided under Item 18 of this report[322] Item 9. The Offer and Listing This section details the trading of Akanda Corp.'s Common Shares on The Nasdaq Capital Market under the ticker symbol "AKAN" since March 15, 2022 - The company's Common Shares are traded on The Nasdaq Capital Market under the symbol "AKAN" since March 15, 2022[323][325] Item 10. Additional Information This section provides supplementary corporate information, including share capital, articles of association, material contracts, and a detailed summary of Canadian and U.S. federal income tax considerations for shareholders Memorandum and Articles of Association This section details Akanda's authorized share capital, consisting of unlimited common and preferred shares, and outlines the rights of common shareholders regarding voting, dividends, and asset distribution - The company's authorized capital consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares; as of April 30, 2025, there were 2,275,904 Common Shares issued and outstanding[330][331] - Holders of Common Shares are entitled to one vote per share, to receive dividends as declared by the board, and to participate in the distribution of assets upon liquidation, subject to the rights of any Preferred Shares[332] Taxation This section summarizes Canadian federal income tax considerations for common share holders and U.S. federal income tax implications, including potential Passive Foreign Investment Company (PFIC) status - The report provides a summary of principal Canadian federal income tax considerations for holders of the company's common shares, covering dividends, dispositions, and capital gains for both resident and non-resident holders[344][351][361] - A summary of material U.S. federal income tax considerations is provided for U.S. Holders, including the tax treatment of distributions and gains on sale, highlighting that the company's status as a Passive Foreign Investment Company (PFIC) must be determined annually and could have adverse tax consequences[366][371] Item 11. Quantitative and Qualitative Disclosures About Market Risk This section details Akanda's exposure to market risk (foreign exchange), credit risk concentration, and critical liquidity risk, managed through cash flow monitoring and reliance on external financing Net Foreign Currency Exposure as of December 31, 2024 | Currency | Financial Assets | Financial Liabilities | Net Exposure | | :--- | :--- | :--- | :--- | | GBP (£) | 778,846 | 820,809 | (41,963) | | EUR (€) | 15,580 | 125,728 | (110,148) | | CAD ($) | 5,988,697 | 3,550,875 | 2,437,822 | - The company faces credit risk concentration, with 74% of its accounts receivable balance as of December 31, 2024, being owed by two customers[408] - Liquidity risk is a key concern, managed by continuously monitoring cash flows to meet obligations, as the company depends on its ability to fund future operations[409] Item 12. Description of Securities Other than Equity Securities This section confirms that Akanda Corp. has no debt securities, warrants, rights, other securities, or American Depositary Shares to describe - The company reports no debt securities, warrants, rights, or American Depositary Shares[410][411][413] PART II Item 15. Controls and Procedures This section reports that Akanda's disclosure controls and procedures were ineffective as of December 31, 2024, due to a material weakness in internal control over financial reporting, specifically inadequate staffing and segregation of duties - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were not effective[417] - A material weakness was identified in internal control over financial reporting, consisting of inadequate staffing and supervision within bookkeeping and accounting operations, which prevents proper segregation of duties[420] Item 16A. Audit Committee Financial Expert This section confirms that David Jenkins and Usama Chaudhry qualify as audit committee financial experts, meeting SEC and NASDAQ independence requirements - The board has identified David Jenkins and Usama Chaudhry as audit committee financial experts who satisfy SEC and Nasdaq independence standards[426] Item 16B. Code of Ethics This section states Akanda Corp. has adopted a code of conduct for directors and senior financial officers, publicly available on its investor relations website - The company has adopted a code of conduct for directors and senior financial officers, which is publicly available on its website[427] Item 16C. Principal Accountant Fees and Services This section details fees paid to Green Growth CPAs for audit and audit-related services, totaling $126,325 in 2024 and $127,450 in 2023 Principal Accountant Fees | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $88,875 | $107,450 | | Audit Related Fees | $37,450 | $20,000 | | Tax Fees | — | — | | All Other Fees | — | — | | Total | $126,325 | $127,450 | Item 16G. Corporate Governance This section explains that Akanda Corp., as a foreign private issuer, follows Canadian corporate governance practices in lieu of certain NASDAQ rules - The company, as a foreign private issuer, follows certain Canadian corporate governance practices in lieu of some NASDAQ Stock Market Rules[438] Item 16K. Cybersecurity This section outlines Akanda's cybersecurity approach, relying on third-party SaaS vendors and CEO oversight, noting the absence of a formal policy due to its transitional business phase - The company relies on third-party SaaS vendors for its IT systems, with regular third-party audits for risk management[442] - The CEO oversees cybersecurity risk, but the company currently lacks a formal, specific cybersecurity policy due to its transitional business phase and minimal day-to-day operations[443] - No material expenses related to information security breaches were incurred in the last two years, and no significant loss of data has been experienced[442][444] PART III Item 18. Financial Statements This section presents Akanda Corp.'s audited consolidated financial statements for 2024 and 2023, prepared under IFRS, with the auditor's report highlighting going concern doubts due to operating losses - The independent auditor's report expresses an opinion that the financial statements are presented fairly but includes a 'Going Concern' paragraph, noting that the company's significant operating losses and cash outflows raise substantial doubt about its ability to continue as a going concern[453][454] Consolidated Statement of Financial Position (as of December 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets | $7,914,083 | $8,839,993 | | Total Current Assets | $5,055,581 | $1,805,865 | | Total Liabilities | $3,637,545 | $12,668,885 | | Total Current Liabilities | $3,637,545 | $10,171,730 | | Total Shareholders' Equity (Deficit) | $4,276,538 | ($3,828,892) | - The company's financial position improved significantly, moving from a shareholders' deficit of $3.8 million in 2023 to a shareholders' equity of $4.3 million in 2024, primarily driven by capital raised from share issuances[459][464] Item 19. Exhibits This section provides an index of all exhibits filed with the Annual Report on Form 20-F, including corporate governance documents, material contracts, and equity incentive plans - The report includes numerous exhibits, such as the company's Articles of Incorporation, bylaws, material contracts related to acquisitions and financing, equity incentive plans, and various policies (Code of Conduct, Insider Trading)[654][655]