| Form 1-A Issuer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
| Issuer CIK | 0001790169 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Would you like a Return Copy? |  |
| Notify via Filing Website only? | |
| Since Last Filing? | |
| Name | |
| Phone | |
| E-Mail Address |
| Exact name of issuer as specified in the issuer's charter | Flora Growth Corp. |
| Jurisdiction of Incorporation / Organization |
ONTARIO, CANADA
|
| Year of Incorporation | 2019 |
| CIK | 0001790169 |
| Primary Standard Industrial Classification Code | MEDICINAL CHEMICALS & BOTANICAL PRODUCTS |
| I.R.S. Employer Identification Number | 00-0000000 |
| Total number of full-time employees | 102 |
| Total number of part-time employees | 11 |
| Address 1 | 3230 W. Commercial Boulevard, Suite 180 |
| Address 2 | |
| City | FORT LAUDERDALE |
| State/Country |
FLORIDA
|
| Mailing Zip/ Postal Code | 33309 |
| Phone | 954-842-4989 |
| Name | Richard Raymer |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
| Industry Group (select one) |
Banking
Insurance
Other
|
| Cash and Cash Equivalents |
$
4156000.00 |
| Investment Securities |
$
0.00 |
| Total Investments |
$
|
| Accounts and Notes Receivable |
$
3218000.00 |
| Loans |
$
|
| Property, Plant and Equipment (PP&E): |
$
786000.00 |
| Property and Equipment |
$
|
| Total Assets |
$
24274000.00 |
| Accounts Payable and Accrued Liabilities |
$
5005000.00 |
| Policy Liabilities and Accruals |
$
|
| Deposits |
$
|
| Long Term Debt |
$
1817000.00 |
| Total Liabilities |
$
21136000.00 |
| Total Stockholders' Equity |
$
3138000.00 |
| Total Liabilities and Equity |
$
24274000.00 |
| Total Revenues |
$
18031000.00 |
| Total Interest Income |
$
|
| Costs and Expenses Applicable to Revenues |
$
14177000.00 |
| Total Interest Expenses |
$
|
| Depreciation and Amortization |
$
74000.00 |
| Net Income |
$
-3374000.00 |
| Earnings Per Share - Basic |
$
-0.38 |
| Earnings Per Share - Diluted |
$
-0.38 |
| Name of Auditor (if any) | N/A |
| Name of Class (if any) Common Equity | Common Shares |
| Common Equity Units Outstanding | 13366535 |
| Common Equity CUSIP (if any): | 339764201 |
| Common Equity Units Name of Trading Center or Quotation Medium (if any) | N/A |
| Preferred Equity Name of Class (if any) | |
| Preferred Equity Units Outstanding | 0 |
| Preferred Equity CUSIP (if any) | |
| Preferred Equity Name of Trading Center or Quotation Medium (if any) |
| Debt Securities Name of Class (if any) | |
| Debt Securities Units Outstanding | 0 |
| Debt Securities CUSIP (if any): | |
| Debt Securities Name of Trading Center or Quotation Medium (if any) |
Check this box to certify that all of the following statements are true for the issuer(s)
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering |
Tier1
Tier2
|
| Check the appropriate box to indicate whether the financial statements have been audited |
Unaudited
Audited
|
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Equity (common or preferred stock) |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? |
Yes
No
|
| Does the issuer intend this offering to last more than one year? |
Yes
No
|
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? |
Yes
No
|
| Will the issuer be conducting a best efforts offering? |
Yes
No
|
| Has the issuer used solicitation of interest communications in connection with the proposed offering? |
Yes
No
|
| Does the proposed offering involve the resale of securities by affiliates of the issuer? |
Yes
No
|
| Number of securities offered | 30000000 |
| Number of securities of that class outstanding | 13366535 |
| Price per security |
$
|
| The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
75000000.00 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
| The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
0.00 |
| The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
| Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
75000000.00 |
| Underwriters - Name of Service Provider | N/A | Underwriters - Fees |
$
0.00 |
| Sales Commissions - Name of Service Provider | Aegis Capital Corp. | Sales Commissions - Fee |
$
5250000.00 |
| Finders' Fees - Name of Service Provider | N/A | Finders' Fees - Fees |
$
0.00 |
| Accounting or Audit - Name of Service Provider | Davidson & Company LLP | Accounting or Audit - Fees |
$
40000.00 |
| Legal - Name of Service Provider | Dorsey & Whitney LLP; Kaufman & Canoles LLP | Legal - Fees |
$
250000.00 |
| Promoters - Name of Service Provider | N/A | Promoters - Fees |
$
0.00 |
| Blue Sky Compliance - Name of Service Provider | Kaufman & Canoles LLP | Blue Sky Compliance - Fees |
$
0.00 |
| CRD Number of any broker or dealer listed: | 000015007 |
| Estimated net proceeds to the issuer |
$
69460000.00 |
| Clarification of responses (if necessary) |
| Selected States and Jurisdictions |
NEW YORK
CANADA (FEDERAL LEVEL)
|
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions |
NEW YORK
CANADA (FEDERAL LEVEL)
|
None
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Flora Growth Corp. (the Corporation) |
| (b)(1) Title of securities issued | On September 21, 2023, the Corporation issued warrants to certain institutional investors to purchase up to 1,369,000 common shares of the Corporation, pursuant to the Securities Purchase Agreement, by and between the Corporation and the purchasers identi |
| (2) Total Amount of such securities issued | 1423760 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | The Corporation received net proceeds of $2.4 million pursuant to the private placements on September 21, 2023 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Flora Growth Corp. (the Corporation) |
| (b)(1) Title of securities issued | On April 22, 2024, the Corporation issued 2,135,199 common shares to TruHC Holding GmbH (TrueHC), pursuant to the Stock Purchase Agreement by and between the Corporation and TruHC dated April 16, 2024 (the Stock Purchase Agreement). |
| (2) Total Amount of such securities issued | 2135199 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | The Corporation received 19,266 shares of Common Stock of TrueHC pursuant to the Stock Purchase Agreement. |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Flora Growth Corp. (the Corporation) |
| (b)(1) Title of securities issued | On June 4, 2024, the Corporation issued 550,000 common shares of the Corporation to Lifeist Wellness Inc. (Lifeist), pursuant to the Share Purchase Agreement by and between the Corporation and Lifeist dated June 4, 2024 (the Share Purchase Agreement). |
| (2) Total Amount of such securities issued | 550000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | The Corporation received all of the issued and outstanding common shares of Australian Vaporizers Pty Ltd., pursuant to the Share Purchase Agreement. |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
| (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | N/A |
