SEC Form SC 13D/A filed by Akanda Corp. (Amendment)

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

(b)

Name of Issuer:

(c)

Address of Issuer’s Principal Executive Offices:

Item 2.

Identity and Background

(a)

Name of Reporting Person:  Halo Collective Inc.

(b)

Principal Business Address:  65 Queen Street West, Suite 815, Toronto, Ontario M5H 2M5 Canada

(c)

Occupation, Employment and Other Information:  Cannabis cultivation, extraction, manufacturing and distribution;

(d)

Criminal Convictions:  Neither the Reporting Person nor its officers or directors have, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

(e)

Civil Proceedings:  Neither the Reporting Person nor its officers or directors have, in the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws;

(f)

Citizenship:  Ontario, Canada.

Item 3.

Source and Amount of Funds or Other Consideration:

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

A.

The Vendor is the beneficial owner of 557,200 common shares in the capital of Akanda Corp. (the “Company”); and

B.

The Vendor has agreed to sell and the Purchaser has agreed to purchase 557,200 common shares in the capital of Akanda Corp. (the “Shares”) owned by the Vendor on the terms and conditions hereinafter set forth in this Agreement.

1.

Purchase and Sale

1.1

On the basis of the representations and warranties of the parties to this Agreement and subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell to the Purchaser, the Shares. The purchase price of the Shares is the sum of $0.28693 per Share for an aggregate purchase price of $159,877.40 (the “Purchase Price”).

1.2

The closing of the purchase and sale of the Shares (the “Closing”) will take place on or before Jan 30, 2024 or such other date as may be agreed to by the parties hereto (the “Closing Date”). The Closing may take place by exchange of appropriate solicitor’s undertakings, which will involve each party’s solicitors delivering to his or her counterparts all required consideration and documentation, to be held in trust and not released until all required closing deliveries have been made and all conditions to Closing have been satisfied or waived by the party which has the benefit of such conditions.

1.3

On the Closing Date, the Purchaser will pay the Vendor the Purchase Price by delivering funds to the Vendor in the amount of the Purchase Price.

1.4

On the Closing Date, the Vendor will deliver to the Purchaser, the following documents:

(a)

share certificates representing the Shares together with one or more stock transfer powers of attorney, duly endorsed by the Vendor for transfer in form acceptable to the Company for the purposes of effecting the registration of the Shares in the name of the Purchaser; and

(b)

all other documents and instruments as the Purchaser may reasonably require.

2.

Representations and Warranties

2.1

The Vendor represents and warrants to the Purchaser (which representations and warranties shall survive the closing of the transactions contemplated in this Agreement), with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase and sale of the Shares as contemplated herein, that:

(a)

the Vendor is the beneficial and registered owner of the Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;

(b)

other than as has been disclosed to the Purchaser, there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the Vendor or any other person, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Shares or the ownership thereof;

(c)

the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;

(d)

no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:

(i)

purchase or otherwise acquire the Shares; or

(ii)

require the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement; and

(i)

2.2

The Purchaser represents and warrants to the Vendor (which representations and warranties shall survive the closing of the transactions contemplated in this Agreement), with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale of the Shares as contemplated herein, that it:

(a)

the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;

(b)

the Purchaser has not taken any action which would impose any obligation or liability to  any  person in  connection  with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;

(c)

the sale of the Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;

(d)

the Purchaser has adequate net worth and means of providing for its current financial needs and possible personal contingencies;

(e)

the Purchaser is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(f)

the Purchaser acknowledges that the purchase and sale of the Shares may lead to adverse tax consequences and the Purchaser acknowledges and confirms that the Purchaser has been advised to seek, and has sought or has otherwise elected not to obtain tax advice; and

3.

Independent Legal Advice

3.1

The Purchaser acknowledges that:

(a)

the Purchaser has been requested to obtain its own independent legal advice;

(b)

the Purchaser has been given adequate time to obtain independent legal advice;

(c)

by signing this Agreement, the Purchaser confirms that it fully understands this Agreement; and

4.

Legending and Registration of the Shares

4.1

The Purchaser hereby acknowledges that a legend may be placed on the certificates representing the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation. The Purchaser hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

5.

Further Assurances

5.1

The parties to this Agreement hereby agree to execute and deliver all such further documents and instruments and do all acts and things as may be necessary or convenient to carry out the full intent and meaning of and to effect the transactions contemplated by this Agreement.

6.

Entire Agreement

6.1

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

7.

Electronic Means

7.1

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

8.

Counterparts

8.1

This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

9.

Jurisdiction

9.1

This Agreement shall be exclusively construed and enforced in accordance with the laws of the Province of British Columbia.

10.

Currency

10.1

All funds referenced in this Agreement are stated in United States dollars.