FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of …. ~~August~~September ……………………………………………… , 2023



		CANON INC.
		(Translation of registrant’s name into English)

		30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan
		(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F		X		Form 40-F

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes				No		X

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-....................

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.


CANON INC.
(Registrant)

Date….	~~August~~September 297, 2023	By...../s/........Sachiho Tanino.........................
		(Signature)*
		Sachiho Tanino General Manager Consolidated Accounting Division Finance & Accounting Headquarters Canon Inc.

*Print the name and title of the signing officer under his signature.

The following materials are included.

1. Notice Regarding ~~Partial~~Director Correction to “Notice Regarding Commencement of Tender Offer by Subsidiary,” and Notice Concerning Amendment to “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316)” by SubsidiaryChanges

~~August~~September 297, 2023

LOGO

Canon Inc.

Chairman & CEO: Fujio Mitarai

Securities code: 7751

Tokyo (Prime Market) and other Stock Exchanges

Inquiries:

Sachiho Tanino

General Manager

Consolidated Accounting Div.

Finance & Accounting Headquarters

+81-3-3758-2111

Notice Regarding ~~Partial~~Director ~~Correction~~Changes to “Notice Regarding Commencement of Tender Offer by Subsidiary,” and Notice Concerning Amendment to “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316)” by Subsidiary

1.At ~~Partial~~a ~~Correction~~Board toof ~~“Notice~~Directors ~~Regarding~~meeting ~~Commencement~~held ofon ~~Tender~~September ~~Offer~~7, by2023, ~~Subsidiary~~Canon Inc. (the “Company”) passed a resolution regarding Director changes as follows.

InThese ~~the~~changes ~~Notice~~are ~~Regarding Commencement of Tender Offer by Subsidiary dated August 10, 2023, we notified that our subsidiary, Canon Marketing Japan Inc., decided~~ to ~~acquire~~be ~~common~~formally ~~shares~~approved inat ~~TOKYO NISSAN COMPUTER SYSTEM CO., LTD. and share subscription rights (shinkabu yoyaku-ken) through tender offer. However, as~~ the ~~tender~~Ordinary ~~offer~~General isMeeting ~~only~~of Shareholders for ~~common shares,~~ the ~~following~~ ~~corrections~~123rd ~~have~~Business ~~been~~Term ~~made.~~to ~~The~~be ~~parts~~held ~~being~~in ~~corrected~~March ~~have been underlined~~2024.

~~(Before~~1 ~~Correction)~~Reason for Changes

~~Canon~~To ~~Inc.’s~~further ~~subsidiary,~~strengthen ~~Canon~~management ~~Marketing~~structure Japan Inc. (Securities code: 8060, listed on the Prime Market of the Tokyo Securities Exchange), decided at its Board of Directors meeting held on August 9, 2023, to acquire common shares in TOKYO NISSAN COMPUTER SYSTEM CO., LTD. (Securities code: 3316, listed on the Standard Market of the Tokyo Securities Exchange) and share subscription rights (shinkabu yoyaku-ken) through tender offer as described in the attached document.

~~(After~~2 ~~Correction)~~Details of Director Changes

~~Canon Inc~~1.’s ~~subsidiary,~~Newly ~~Canon~~Appointed ~~Marketing~~Director ~~Japan~~Candidates ~~Inc.~~ (~~Securities~~Note ~~code: 8060, listed on the Prime Market of the Tokyo Securities Exchange~~1), decided at its Board of Directors meeting held on August 9, 2023, to acquire common shares in TOKYO NISSAN COMPUTER SYSTEM CO., LTD. (Securities code: 3316, listed on the Standard Market of the Tokyo Securities Exchange) through tender offer as described in the attached document.


• Kazuto Ogawa		Senior Managing Executive Officer of Canon Inc. (present) President and CEO of Canon U.S.A., Inc. (present)

• Hiroaki Takeishi		Senior Managing Executive Officer of Canon Inc. (present) Head of Industrial Group (present)

• Minoru Asada		Senior Managing Executive Officer of Canon Inc. (present) Group Executive, Finance & Accounting Headquarters (present)

• Masayuki Ikegami		Justice of the Supreme Court, Japan (former)

• Masaki Suzuki		Vice-Minister of the Environment of Ministry of the Environment Japan (former)

• Akiko Ito		Commissioner, Consumer Affairs Agency, Japan (former) (Note 2)

2. ~~Notice~~Retiring ~~Concerning Amendment to “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316)” by Subsidiary~~Directors

~~Our~~• ~~subsidiary,~~Kunitaro Canon Marketing Japan Inc. (Securities Code: 8060, listed on the Prime Market of the Tokyo Securities Exchange), made amendments to details in a notice entitled “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316),” dated August 9, 2023, as described in the attached document. The parts being amended have been underlined. Saida

~~This~~Note ~~notice~~1: ~~contains~~Masayuki ~~forward-looking statements with respect to future results~~Ikegami, ~~performance~~Masaki and achievements that are subject to risk and uncertainties and reflect management’s views and assumptions formed by available information. All statements other than statements of historical fact are statements that could be considered forward-looking statements. When used in this documentSuzuki, ~~words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project” or “should”~~ and ~~similar expressions,~~Akiko asIto ~~they relate to Canon,~~ are ~~intended~~ to ~~identify forward-looking statements. Many factors could cause the actual results, performance or achievements of Canon to~~ be ~~materially~~outside different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products by other companies, lack of acceptance of new products or services by Canon’s targeted customers, inability to meet efficiency and cost-reduction objectives, changes in business strategy and various other factors, both referenced and not referenced in this noticedirectors. A detailed description of these and other risk factors is included in Canon’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. Canon does not intend or assume any obligation to update these forward-looking statements.

Note 2:

Akiko Ito is registered as Akiko Noda in Japan’s Family Register System.

•

Biographies of Newly Appointed Director Candidates

Biography

Canon Inc.

Kazuto Ogawa

Education:


		1981		Graduated Department of Psychology, Faculty of Letters, Waseda University

Career:


Apr.	1981	Joined Canon Inc.
Jul.	1995	Manager of BJ Printer Marketing Dept. 1, BJ Printer Marketing Div., BJ Printer Products Business Group
Sep.	1995	Transferred to Canon Singapore Pte. Ltd.
Jan.	2000	Transferred to Canon Hongkong Co., Ltd.
Aug.	2003	Transferred to Canon (China) Co., Ltd.
Apr.	2005	President and CEO of Canon Singapore Pte. Ltd.
Mar.	2008	President and CEO of Canon Canada Inc.
Apr.	2011	Executive Officer of Canon Inc.
Feb.	2014	Executive Vice President of Canon (China) Co., Ltd.
Apr.	2016	Managing Executive Officer of Canon Inc.
Apr.	2018	President and COO of Canon U.S.A., Inc.
Apr.	2020	President and CEO of Canon U.S.A. Inc. (present)
Apr.	2021	Senior Managing Executive Officer of Canon Inc. (present)

As of August 2023

~~This~~Biography ~~document is an English translation of a statement written originally in Japanese.~~

~~The~~Canon ~~Japanese original should be considered as the primary version~~Inc.

~~August 29,~~Hiroaki ~~2023~~Takeishi

~~To whom it may concern~~Education:

~~Company:~~1988 ~~Canon~~Graduated ~~Marketing~~School ~~Japan~~of ~~Inc.~~Control ~~Representative: Masachika Adachi~~Engineering, ~~Representative~~Tokyo ~~Director~~Institute ~~and President (Code Number:8060, Prime Market~~ of ~~the Tokyo Stock Exchange) Contact: Akihiro Shirone, General Manager, Accounting Division TEL: +81-3-6719-9074~~Technology

~~Notice Concerning Amendment to “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code~~Career: ~~3316)”~~

Canon Marketing Japan Inc. (“Tender Offeror”) resolved to acquire common shares (“Target Company Shares”) of Tokyo Nissan Computer System Co., Ltd. (Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”); Standard Market, Securities Code 3316; hereinafter, “Target Company”) through a tender offer (“Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter, “FIEA”), and has implemented the Tender Offer since August 10, 2023. As, on August 28, 2023, the Tender Offeror received from the Japan Fair Trade Commission a notice of non-implementation of Cease and Desist Order dated August 24, 2023 and a notice of shortening of prohibition period dated August 24, 2023, the relevant portion of the Tender Offer Statement submitted on August 10, 2023 needs to be partially amended. In addition, (i) as the Tender Offeror completed the confirmation of the stock certificates, etc. of the Target held by the Specially Related Party on August 22, 2023, the relevant portion of the Tender Offer Statement needs to be amended and (ii) as the Target Company submitted the Quarterly Report for the first quarter of its 36th fiscal year (from April 1, 2023 through June 30, 2023) to the Director-General of the Kanto Local Finance Bureau on August 10, 2023, such Quarterly Report needs to be attached to the Tender Offer Statement. Accordingly, the Tender Offeror submitted the amendment statement to the Tender Offer Statement in accordance with the provisions of Article 27-8, Paragraph 2 of the FIEA.


Jul.	1990	Joined Canon Inc.
Apr.	2003	Manager of Semiconductor Production Equipment Design Dept. 24
Jan.	2006	General Manager of Semiconductor Production Equipment Development Div. 21
Jul.	2008	Senior General Manager of Semiconductor Production Equipment Design Center 2
Jul.	2009	Senior General Manager of Semiconductor Production Equipment PLM Center 1
Jan.	2012	Group Executive of Semiconductor Production Equipment Group Optical Products Operations
Apr.	2012	Executive Officer of Canon Inc.
Jul.	2016	Deputy Chief Executive of Optical Products Operations
Jan.	2017	Chief Executive of Optical Products Operations (present)
Apr.	2017	Managing Executive Officer of Canon Inc.
Apr.	2021	Senior Managing Executive Officer of Canon Inc. (present) Head of Industrial Group (present) Chairman & CEO, Canon Tokki Corporation (present)

InAs ~~this connection, the Tender Offeror hereby announces partial amendment~~ of ~~the “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316)” dated~~ August 9, 2023 ~~(“Tender Offer Commencement Press Release”) as described below.~~

Please note that the following amendment does not contain any change of the terms of purchase defined in Article 27-3, Paragraph 2, Item 1 of the FIEA.

The amended portions are underlined.

Amendment to the Tender Offer Commencement Press Release

2. Overview of Tender Offer

(9) Other Conditions and Methods of Purchase

② Conditions of Withdrawal of the Tender Offer and Details Thereof; Method of Disclosure of Withdrawal of the Tender Offer

~~(Before~~Biography ~~Amendment)~~

~~The~~Canon Tender Offer may be withdrawn upon the occurrence of any of the events listed in Sub-items (a) through (j) and Sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and Sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3; and Item 4 of Article 14, Paragraph 1; and items 3 through 6 of Article 14, Paragraph 2 of the Order for Enforcement of the Financial Instruments and Exchange Act (Government Ordinance NoInc. ~~321~~ of 1965, as amended; hereinafter, the “Enforcement Order”). Further, the “matters equivalent to the matters listed in Sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.

~~Also,~~Minoru ~~if,~~Asada by the day before the expiration date of the Tender Offer Period (including in any case where this period is extended), with respect to the prior notification filed by the Tender Offeror with the Japan Fair Trade Commission pursuant to the provisions of Article 10, Paragraph 2 of the Anti-monopoly Act, (i) the Tender Offeror receives a prior notice of Cease and Desist Order from the Japan Fair Trade Commission ordering disposal of all or part of the Target Company Shares, assignment of part of its business, or any action similar to the foregoing, (ii) the Cease and Desist Period does not expire, or (iii) the Tender Offeror is subject to a petition for a court order for emergency suspension on suspicion of violating the provisions of Article 10, Paragraph 1 of the Anti-monopoly Act, the Tender Offeror may withdraw the Tender Offer as a case where “approval, etc.” as set forth in Article 14, Paragraph 1, Item 4 of the Enforcement Order could not be obtained.

~~Should~~Education: the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make an public announcement in the manner as set forth in Article 20 of the Ordinance and issue the public notice immediately thereafter.

~~(After~~Mar. ~~Amendment)~~1985 Graduated Faculty of Economics, Sophia University, Tokyo

~~The~~Career: Tender Offer may be withdrawn upon the occurrence of any of the events listed in Sub-items (a) through (j) and Sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and Sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3 of Article 14, Paragraph 1; and items 3 through 6 of Article 14, Paragraph 2 of the Order for Enforcement of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended; hereinafter, the “Enforcement Order”). Further, the “matters equivalent to the matters listed in Sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.

Should the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make an public announcement in the manner as set forth in Article 20 of the Ordinance and issue the public notice immediately thereafter.


Apr.	1985	Joined Canon Inc.
Jul.	1991	Transferred to Canon U.S.A., Inc.
Jul.	1996	Budget Dept., Finance & Accounting Headquarters
Jan.	2004	Manager, LBP Accounting Dept., LBP Production Planning & Promotion Div., Peripheral Products Global Manufacturing Management Center, Peripheral Products Operations
Apr.	2004	Transferred to Canon U.S.A., Inc.
Dec.	2010	General Manager, Accounting Planning Administration Div., Global Accounting Planning Administration Center, Finance & Accounting Headquarters
Jan.	2013	General Manager, Group Executive Office, Finance & Accounting Headquarters
Jan.	2014	General Manager, Budget & Management Administration Div., Group Management Center, Finance & Accounting Headquarters
Apr.	2016	Senior General Manager, Group Management Center, Finance & Accounting Headquarters
Apr.	2017	Executive Officer of Canon Inc.
Apr.	2018	Deputy Group Executive, Finance & Accounting Headquarters
Sep.	2018	Executive Vice President & COO, Océ Technologies B.V.
		(Currently, Canon Production Printing Netherlands B.V. (the Netherlands))
Dec.	2018	President & CEO, Océ Holding B.V.
		(Currently, Canon Production Printing Holding B.V. (the Netherlands))
Apr.	2020	Managing Executive Officer of Canon Inc.
Jan.	2023	Group Executive, Finance & Accounting Headquarters (present)
Apr.	2023	Senior Managing Executive Officer of Canon Inc. (present)

~~Note:~~As ~~The public notice~~ of ~~commencement~~ ~~of Tender Offer dated~~ August ~~10,~~ 2023, which has the same content as the Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316) and can be obtained only in Japanese, has the same amendment as above.

End of Document

Biography

Masayuki Ikegami

Education:


		1975		Graduated Faculty of Law, Tohoku University

Career:


Apr.	1977	Appointed as Public Prosecutor
Jun.	2006	Deputy Vice-Minister of Justice of Ministry of Justice
Oct.	2008	Public Prosecutor of Supreme Public Prosecutors Office
Aug.	2011	Deputy Prosecutor-General of Supreme Public Prosecutors Office
Jul.	2012	Superintending Prosecutor of Nagoya High Public Prosecutors Office
Jan.	2014	Superintending Prosecutor of Osaka High Public Prosecutors Office
Oct.	2014	Justice of the Supreme Court
Aug.	2021	Retired from Justice of the Supreme Court
Mar.	2023	Registered as an attorney (present)

As of August 2023

Biography

Masaki Suzuki

Education:


		1978		Graduated Faculty of Law, Tokyo University

Career:


Apr.	1978	Joined Ministry of Finance
Jul.	2007	Deputy Vice Minister for Policy Planning and Co-ordination of Minister’s Secretariat of Ministry of Finance
Jul.	2008	Councilor of Minister’s Secretariat of Ministry of the Environment
Sep.	2012	Deputy Vice Minister of Minister’s Secretariat of Ministry of the Environment
Jul.	2014	Vice-Minister of the Environment of Ministry of the Environment
Jul.	2015	Retired from Ministry of the Environment
Oct.	2015	Chairman and Representative Director of AEON Bank, Ltd.
Jun.	2016	Chairman of AEON Financial Service Co., Ltd.
Mar.	2017	Executive Officer in charge of Comprehensive Financial Business of AEON Co., Ltd.
Jun.	2023	Outside Director of FP Partner Inc. (present)

As of August 2023

Biography

Akiko Ito

Education:


		1984		Graduated Faculty of Engineering, Kyoto University

Career:


Apr.	1984	Joined Ministry of Construction
Sep.	2014	Councillor, Cabinet Secretariat Deputy Director General, Secretariat of the Headquarters for Overcoming Population Decline and Vitalizing Local Economy in Japan
Jun.	2016	Deputy Director-General, Ministry of Land, Infrastructure, Transport and Tourism
Jul.	2017	Director-General, Housing Bureau, Ministry of Land, Infrastructure, Transport and Tourism
Jul.	2018	Councillor, Cabinet Secretariat Director General, Secretariat of the Headquarters for Overcoming Population Decline and Vitalizing Local Economy in Japan
Jul.	2019	Commissioner, Consumer Affairs Agency
Jul.	2022	Retired from Consumer Affairs Agency
Mar.	2023	Representative Director, The Research Institute for communities, Human resources and work (present)
Jun.	2023	Outside Director, ITOCHU Corporation (present)

As of August 2023

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