UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2024, Flora Growth Corp., a corporation under the laws of the Province of Ontario ("Flora" or the "Company") and Lifeist Wellness Inc. ("Lifeist") entered into a Share Purchase Agreement (the "Purchase Agreement") pursuant to which Flora acquired all of the issued and outstanding common shares (the "AV Common Shares") of Australian Vaporizers Pty Ltd. ("AV"), an online retailer of vaporizers, hardware, and accessories in Australia (the "Transaction").
Under the terms of the Purchase Agreement, Flora acquired 100% of the issued and outstanding AV Common Shares in exchange for the issuance to Lifeist of an aggregate of 550,000 common shares in the capital of Flora (the "Flora Shares"), valued at $0.7 million based on the closing price of Flora's common shares on June 3, 2024, subject to working capital adjustments.
The Agreement contains customary representations, warranties and covenants made by each of the parties. In connection with the simultaneous signing of the Purchase Agreement and closing of the Transaction, Flora issued the Flora Shares to Lifeist, delivered closing documents and certificates customary for a transaction of this type and delivered a release of all claims that Flora may have against Lifesit and/or AV relating to the Share Purchase Agreement dated September 17, 2023 between Flora and Lifeist and the purported termination thereof received by Flora from Lifeist on October 20, 2023. Lifeist delivered the AV Common Shares to Flora, the resignations of certain directors and officers and closing documents and certificates customary for a transaction of this type.
The Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
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 Lifeist 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.
Item 9.01. Exhibits.
| Exhibit | Description |
| 1.1 | Share and Purchase Agreement, dated June 4, 2024, by and between Flora Growth Corp. and Lifeist Wellness Inc. |
| 104 | Cover Page Interative Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLORA GROWTH CORP. | |
| (Registrant) | |
| Dated: June 5, 2024 | By: /s/ Clifford Starke |
| Clifford Starke | |
| Chief Executive Officer |