Flora Growth Corp. Files 8-K for Material Agreement

TL;DR

Flora Growth Corp. signed a material deal on Dec 13th, filed an 8-K on Dec 16th.

AI Summary

Flora Growth Corp. filed an 8-K on December 16, 2024, reporting a material definitive agreement entered into on December 13, 2024. The filing also includes financial statements and exhibits. The company is incorporated in Ontario and its principal executive offices are located in Fort Lauderdale, Florida.

Why It Matters

This 8-K filing indicates Flora Growth Corp. has entered into a significant agreement, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• December 13, 2024 (date) — Date of material definitive agreement
• December 16, 2024 (date) — Date of 8-K filing
• 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale , Florida , United States 33309 (address) — Principal executive offices

FAQ

Key Financial Figures

• $75,000 — reimburse Aegis for legal fees of up to $75,000 and other reasonable and documented out
• $3.1 million — ered Direct Offering were approximately $3.1 million after deducting Aegis' fees and other e

Filing Documents

• form8k.htm (8-K) — 19KB
• exhibit5-1.htm (EX-5.1) — 13KB
• exhibit10-1.htm (EX-10.1) — 174KB
• exhibit10-2.htm (EX-10.2) — 55KB
• exhibit5-1xu001.jpg (GRAPHIC) — 14KB
• exhibit10-2x001.jpg (GRAPHIC) — 2KB
• exhibit10-2xu001.jpg (GRAPHIC) — 6KB
• 0001062993-24-020637.txt ( ) — 581KB
• flgc-20241213.xsd (EX-101.SCH) — 5KB
• flgc-20241213_cal.xml (EX-101.CAL) — 1KB
• flgc-20241213_def.xml (EX-101.DEF) — 22KB
• flgc-20241213_lab.xml (EX-101.LAB) — 46KB
• flgc-20241213_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 Registered Direct Offering On December 13, 2024, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (" Flora " or the " Company "), entered into a securities purchase agreement (the " Securities Purchase Agreement ") with certain institutional investors (the " Investors ") in connection with the issuance and sale by the Company in a registered direct offering (the " Registered Direct Offering ") of 2,850,000 of the Company's common shares, no par value per share (the " Common Shares " and, such number of Common Shares issued and sold in the Registered Direct Offering, the " Offered Shares "), pursuant to the Company's effective shelf registration statement on Form S-3, as amended (File No. 333-274204), and a related base prospectus, together with the related prospectus supplement dated as of December 13, 2024 (such registration statement, prospectus and prospectus supplement, collectively, the " Registration Statement "), filed with the Securities and Exchange Commission. Pursuant to a placement agent agreement dated December 13, 2024 (the " Placement Agent Agreement "), Aegis Capital Corp. (" Aegis ") acted as placement agent in connection with the Registered Direct Offering. The Company agreed to pay Aegis a placement commission equal to 7.0% of the gross proceeds raised in the Registered Direct Offering or a 3.0% placement commission for any investors introduced by the Company to Aegis who are not existing Aegis investors. The Company will also reimburse Aegis for legal fees of up to $75,000 and other reasonable and documented out-of-pocket expenses incurred in connection with the Registered Direct Offering. The net proceeds from the Registered Direct Offering were approximately $3.1 million after deducting Aegis' fees and other estimated expenses relating to the Registered Direct Offering. The Company intends to use the net proceeds from the Registered Direct Offering,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 5.1 Opinion of Miller Thomson LLP 10.1 Securities Purchase Agreement, dated December 13, 2024, by and between the Company and the purchasers identified therein 10.2 Placement Agent Agreement, dated as of December 13, 2024, by and between the Company and Aegis 23.1 Consent of Miller Thomson LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (formatted as inline XBRL)

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: December 16, 2024 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR