Flora Growth Completes 03 Life Sciences Acquisition

TL;DR

Flora Growth just bought 03 Life Sciences, expanding its pharma prep biz.

AI Summary

Flora Growth Corp. announced the completion of its acquisition of 03 Life Sciences on April 22, 2024. This strategic move is expected to enhance Flora Growth's market position and product offerings in the pharmaceutical preparations sector.

Why It Matters

This acquisition signifies a significant step for Flora Growth Corp. in expanding its operations and market reach within the pharmaceutical preparations industry.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks and may impact financial performance, requiring careful monitoring.

Key Numbers

• 001-40397 — SEC File Number (Flora Growth Corp.'s SEC filing identifier)

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• 03 Life Sciences (company) — Acquired entity
• April 22, 2024 (date) — Date of earliest event reported
• 2834 (industry_code) — Standard Industrial Classification for Pharmaceutical Preparations

FAQ

Key Financial Figures

• $6.4 million — f the Company valued at an aggregate of $6.4 million based on the closing price of the Compa
• $2.31 — ny's common shares on March 28, 2024 of $2.31 per share pursuant to the Stock Purchas

Filing Documents

• form8k.htm (8-K) — 16KB
• 0001062993-24-008687.txt ( ) — 230KB
• flgc-20240422.xsd (EX-101.SCH) — 5KB
• flgc-20240422_cal.xml (EX-101.CAL) — 1KB
• flgc-20240422_def.xml (EX-101.DEF) — 22KB
• flgc-20240422_lab.xml (EX-101.LAB) — 46KB
• flgc-20240422_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On April 22, 2024, Flora Growth Corp. (the "Company") completed the first closing (the "First Closing") of the previously disclosed acquisition of TruHC Pharma GmbH in exchange for a total of 2,770,562 common shares of the Company valued at an aggregate of $6.4 million based on the closing price of the Company's common shares on March 28, 2024 of $2.31 per share pursuant to the Stock Purchase Agreement (the "Purchase Agreement") by and between the Company and TruHC Holding GmbH (the "Seller"). In connection with the First Closing, the Company issued a total of 2,135,199 of its common shares at the direction of the Seller pursuant to the terms of the Purchase Agreement as follows: (i) 940,145 common shares to Ronald D. Schmeichel registered in the name of RDS Private Capital II, LP, (ii) 570,156 common shares to James G. Eaton registered in the name of 2464344 Ontario Inc. and (iii) 624,898 common shares to Donald Schmeichel registered in the name of SRT Private Capital Inc. The aggregate number of common shares issued in the First Closing was equal to 19.99% of the Company's issued and outstanding common shares prior to the signing the Purchase Agreement. Upon the second closing (the "Second Closing"), the Company will issue 635,363 of its common shares registered in the name of the Seller, or as the Seller may direct, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 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 23, 2024 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR