Flora Growth Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Flora Growth Corp. signed a big deal and sold some stock on April 16th.

AI Summary

Flora Growth Corp. announced on April 16, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The exact nature of the agreement and the details of the equity sales are not specified in this filing summary.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations industry)

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• April 16, 2024 (date) — Date of earliest event reported
• 3406 SW 26th Terrace, Suite C-1 (address) — Principal executive offices
• Fort Lauderdale, Florida (location) — Principal executive offices location
• 001-40397 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $6.4 million — f the Company valued at an aggregate of $6.4 million (the "Purchase Price") based on the clo
• $2.31 — ny's common shares on March 28, 2024 of $2.31 per share. The Purchase Price will be

Filing Documents

• form8k.htm (8-K) — 17KB
• exhibit10-1.htm (EX-10.1) — 267KB
• 0001062993-24-008564.txt ( ) — 561KB
• flgc-20240416.xsd (EX-101.SCH) — 5KB
• flgc-20240416_cal.xml (EX-101.CAL) — 1KB
• flgc-20240416_def.xml (EX-101.DEF) — 22KB
• flgc-20240416_lab.xml (EX-101.LAB) — 46KB
• flgc-20240416_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 16, 2024, Flora Growth Corp. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with TruHC Holding GmbH (the "Seller") pursuant to which the Company will acquire all of the issued and outstanding shares of TruHC Pharma GmbH in exchange for 2,770,562 common shares of the Company valued at an aggregate of $6.4 million (the "Purchase Price") based on the closing price of the Company's common shares on March 28, 2024 of $2.31 per share. The Purchase Price will be paid and satisfied by the Company in two closings. On the first closing, expected to occur by the end of April 2024, the Company will issue 2,135,199 of its common shares, which is equal to 19.99% of the Company's issued and outstanding common shares prior to signing the Purchase Agreement, to Seller. On the second closing (the "Second Closing"), the Company will issue 635,363 of its common shares to Seller after receiving shareholder approval for such issuance in accordance with the rules of the Nasdaq Stock Market at its next special or annual general meeting of shareholders. Under the Purchase Agreement, the Company is required to take all necessary steps and make commercial best efforts to convene a shareholder meeting as soon as reasonably practicable to approve the Second Closing and to recommend the approval of the Second Closing to the Company's shareholders. The Purchase Agreement contains other customary terms, representations, warranties, covenants and closing conditions for a transaction of this nature. A copy of the Purchase Agreement is filed as Exhibit 10.1. The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The common shares of the Company to be issued to satisfy the Purchase Price will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

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 closing of the transaction contemplated by the Purchase Agreement, the issuance of the common shares to satisfy the Purchase Price and obtaining shareholder approval to issue the common shares for the Second Closing. 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 Stock Purchase Agreement, dated April 16, 2024, by and between Flora Growth Crop. and TruHC Holding GmbH 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 19, 2024 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR