Flora Growth Corp. Completes Acquisition, Files 8-K

TL;DR

Flora Growth just closed a deal and sold some stock. Big moves happening.

AI Summary

Flora Growth Corp. announced on January 30, 2025, the completion of an acquisition, entering into a material definitive agreement, and unregistered sales of equity securities. The company, incorporated in Ontario, filed its 8-K report on February 5, 2025, detailing these significant corporate events.

Why It Matters

This filing indicates significant corporate activity for Flora Growth Corp., including a completed acquisition and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financial distress, alongside a completed acquisition.

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• January 30, 2025 (date) — Date of earliest event reported
• February 5, 2025 (date) — Filing date
• Ontario (jurisdiction) — State of incorporation
• 001-40397 (file_number) — SEC File Number

FAQ

Key Financial Figures

• $2,845,700 — num in an aggregate principal amount of $2,845,700 issued to the Sellers (the " Notes ").

Filing Documents

• form8k.htm (8-K) — 19KB
• exhibit10-1.htm (EX-10.1) — 57KB
• exhibit10-2.htm (EX-10.2) — 15KB
• 0001062993-25-001745.txt ( ) — 326KB
• flgc-20250130.xsd (EX-101.SCH) — 5KB
• flgc-20250130_cal.xml (EX-101.CAL) — 1KB
• flgc-20250130_def.xml (EX-101.DEF) — 22KB
• flgc-20250130_lab.xml (EX-101.LAB) — 46KB
• flgc-20250130_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

01 Entry Into a Definitive Material Agreement

Item 1.01 Entry Into a Definitive Material Agreement. On January 30, 2025, Flora Growth Corp., a corporation under the laws of the Province of Ontario (" Flora ") and United Beverage Distribution Inc, a South Dakota corporation (" United "), entered into a Share Purchase Agreement (the " Share Purchase Agreement ") pursuant to which Flora purchased 100% of the issued and outstanding common shares of United (the " United Common Shares "), a distributor of cannabis-infused drinks (the " Transaction "). Under the terms of the Share Purchase Agreement, Flora agreed to purchase the United Common Shares from the group of sellers listed in the Share Purchase Agreement (the " Sellers "), which included Clifford Starke and Sammy Dorf, each of whom are directors of Flora (the " Flora Directors "), and Flora's chief financial officer, Dany Vaiman (together with the Flora Directors, the " Flora Insiders ") for (i) 923,744 shares of common stock of Flora (the " Flora Shares "), representing 4.99% of the outstanding shares of common stock of Flora as of January 30, 2025, issued to the Sellers who are not Flora Insiders and (ii) promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700 issued to the Sellers (the " Notes "). The Share Purchase Agreement contains standard representations, warranties, covenants, and indemnity provisions, and its terms were unanimously approved by the disinterested directors of Flora. The Share Purchase Agreement and the form of Notes are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively and are incorporated herein by reference. The foregoing descriptions of the material terms of the Share Purchase Agreement and the Notes do not purport to be complete and are qualified in its entirety by reference to the exhibits attached hereto.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On February 4, 2025, Flora completed the Transaction and issued the Flora Shares and Notes. Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 with respect to the Transaction.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 with respect to the Flora Shares that were issued to the Sellers who are not Flora Insiders in connection with the Transaction. The Flora Shares described herein were issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Share Purchase Agreement dated January 30, 2025 10.2 Form of Promissory Note of Flora Growth Corp., dated January 30, 2025 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: February 5, 2025 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR