Flora Growth Corp. Enters Material Definitive Agreement
Ticker: ZSTK · Form: 8-K · Filed: Apr 5, 2024 · CIK: 1790169
| Field | Detail |
|---|---|
| Company | Flora Growth Corp. (ZSTK) |
| Form Type | 8-K |
| Filed Date | Apr 5, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $6,400,000, $2 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing
TL;DR
Flora Growth Corp. signed a big deal, filing an 8-K on April 1st.
AI Summary
Flora Growth Corp. announced on April 1, 2024, that it entered into a material definitive agreement. The company, incorporated in Ontario with its principal executive offices in Fort Lauderdale, Florida, filed this Form 8-K to report this significant event. Further details regarding the agreement are expected to be disclosed.
Why It Matters
This filing indicates a significant business development for Flora Growth Corp., potentially impacting its operations, financial standing, and future strategic direction.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the nature and extent of which are not yet fully disclosed.
Key Numbers
- 001-40397 — SEC File Number (Identifies Flora Growth Corp.'s filing with the SEC.)
Key Players & Entities
- Flora Growth Corp. (company) — Registrant
- April 1, 2024 (date) — Date of earliest event reported
- Ontario (jurisdiction) — State of incorporation
- Fort Lauderdale, Florida (location) — Address of principal executive offices
- 001-40397 (file_number) — SEC File Number
FAQ
What is the nature of the material definitive agreement Flora Growth Corp. entered into?
The filing states that Flora Growth Corp. entered into a material definitive agreement as of April 1, 2024, but the specific details of this agreement are not provided in the excerpt.
When was this Form 8-K filed?
This Form 8-K was filed on April 5, 2024.
What is Flora Growth Corp.'s principal executive office address?
Flora Growth Corp.'s principal executive offices are located at 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, Florida, 33132.
In which jurisdiction was Flora Growth Corp. incorporated?
Flora Growth Corp. was incorporated in Ontario.
What is the SEC file number for Flora Growth Corp.?
Flora Growth Corp.'s SEC file number is 001-40397.
Filing Stats: 728 words · 3 min read · ~2 pages · Grade level 12.4 · Accepted 2024-04-05 08:00:52
Key Financial Figures
- $6,400,000 — an aggregate deemed purchase price of US$6,400,000 (the "Consideration Shares"). The Consi
- $2 — Flora at a deemed price per share of US$2.31, being the closing Flora share price
Filing Documents
- form8k.htm (8-K) — 16KB
- exhibit10-1.htm (EX-10.1) — 39KB
- exhibit10-1xu001.jpg (GRAPHIC) — 7KB
- 0001062993-24-008078.txt ( ) — 288KB
- flgc-20240401.xsd (EX-101.SCH) — 5KB
- flgc-20240401_cal.xml (EX-101.CAL) — 1KB
- flgc-20240401_def.xml (EX-101.DEF) — 22KB
- flgc-20240401_lab.xml (EX-101.LAB) — 46KB
- flgc-20240401_pre.xml (EX-101.PRE) — 25KB
- form8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On April 1, 2024, Flora Growth Corp. (the "Flora") entered into a binding letter of intent (the "Agreement") with TruHC Holding GmbH (the "Seller") to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (the "Transaction"). Under the Agreement, Flora will issue to Seller 2,770,562 common shares with an aggregate deemed purchase price of US$6,400,000 (the "Consideration Shares"). The Consideration Shares will be issued in two steps, the first will be completed following the execution of a definitive agreement whereby Flora will issue common shares representing 19.99% of the issued and outstanding common shares of Flora at a deemed price per share of US$2.31, being the closing Flora share price on the Nasdaq Capital Market on the day prior to signing the Agreement. The second step will be completed following shareholder approval for the issuance of the remaining Consideration Shares. Under the Agreement, each of Flora and Seller agreed to proceed diligently and in good faith in the negotiation, execution and delivery of a definitive agreement. The Transaction is subject to receipt of final tax, corporate and securities law advice for both Flora and the Seller. The Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
Forward-Looking Statements
Forward-Looking Statements Certain information contained in this Current Report on Form 8-K and in the exhibit hereto includes forward-looking statements. These forward-looking statements include statements relating to the Agreement, the Transaction, entering into a definitive agreement, the issuance of the Consideration Shares and shareholder approval to issue the Consideration Shares in the second step of the Transaction. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Letter Agreement by and between Flora Growth Corp. and TruHC Holding GmbH, dated April 1, 2024 104 Cover Page Interactive Data File
SIGNATURES
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. FLORA GROWTH CORP. Date: April 5, 2024 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer