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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Flora Growth Corporation | NASDAQ:FLGC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.07 | -4.14% | 1.62 | 1.57 | 1.62 | 1.69 | 1.57 | 1.69 | 144,087 | 23:41:52 |
|
Ontario, Canada
|
2833
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
Rebecca G. DiStefano
Greenberg Traurig, P.A.
401 East Las Olas Boulevard, Suite 2000 Fort Lauderdale, Florida 33301 Tel: +1 (954) 768-8221 Fax: +1 (561) 338-7099 |
Michael Rennie
Wildeboer Dellelce LLP
365 Bay Street, Suite 800
Toronto, Ontario M5H 2V1
Tel: +1 (416) 361-4781
Fax: +1 (416) 361-1790
|
James T. Seery
Duane Morris LLP
1540 Broadway
New York, New York 10036
Tel: +1 (973) 424-2088
Fax: +1 (973) 556-1417
|
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
|
Title of each class of
securities to be registered |
Proposed maximum
aggregate offering price(1)(2) |
Amount of
registration fee |
|
Units, each consisting of one Common Share and one-half of one Unit Warrant
|
$ 34,500,000
|
$ 3,198.50
|
|
Common Shares included as part of Unit(3)
|
|||
Unit Warrants included as part of Unit(3)
|
|||
Common Shares underlying the Unit Warrants included in the Units
|
$ 17,250,000
|
$ 1,599.08
|
|
Underwriters’ Warrants(4)
|
-
|
-
|
|
Common Shares underlying Underwriters’ Warrants(4)
|
$ 1,380,000
|
$ 127.93
|
|
Total
|
$ 53,130,000
|
$ 4,925.51 (5)
|
(1)
|
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the under the Securities Act of 1933, as amended (the “Securities Act”). Includes the
Common Shares and/or the Unit Warrants that the underwriters have the option to purchase to cover any over-allotments. See “Underwriting.”
|
(2)
|
Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional Common Shares of the Registrant as may be issued or issuable because of stock splits,
stock dividends, stock distributions, and similar transactions.
|
(3)
|
No fee required pursuant to Rule 457(g) of the Securities Act.
|
(4)
|
Represents underwriters’ warrants to purchase up to an aggregate of Common Shares representing four (4%) of the Units sold in the offering at an exercise price equal to one hundred and
ten percent (110%) of the public offering price.
|
(5) |
Previously Paid.
|
(a)
|
The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
|
(b)
|
|
Exhibit
Number
|
Description
|
1.1 †
|
|
3.1†
|
|
3.2†
|
|
3.3†
|
|
4.1†
|
|
4.2†
|
|
4.3†
|
|
4.4†
|
|
4.5 † |
Form of Unit Warrant
|
4.6 †
|
|
4.7†
|
|
5.1+
|
|
5.2 † | |
10.1†
|
|
10.2†
|
|
10.3†
|
|
10.4†
|
10.5†
|
|
10.6†
|
|
10.7 †
|
|
10.8 †
|
|
10.9 †
|
|
10.10†
|
|
10.11†
|
|
10.12†
|
|
10.13†
|
|
10.14†
|
|
10.15†
|
|
10.16†
|
|
10.17†
|
|
10.18†
|
|
10.19†
|
|
10.20†
|
10.21†
|
|
10.22†
|
10.23†
|
|
10.24†
|
|
10.25†
|
|
10.26†
|
|
10.27†
|
|
10.28†
|
|
10.29†
|
|
10.30†
|
|
10.31†
|
|
10.32†
|
|
10.33†
|
|
10.34†
|
|
10.35†
|
|
10.36†
|
|
10.37†
|
|
10.38†
|
|
10.39†
|
|
10.40†
|
|
10.41†
|
|
10.42†
|
10.43†
|
|
10.44†
|
|
10.45†
|
|
10.46†
|
|
10.47 † |
Flora Growth Warrant
|
10.48 † |
Merger Agreement, dated October 27, 2021, by
and among Vessel Brand, Inc., Flora Growth Corp., Vessel Acquisition Sub, Inc. and the Sellers' Representative
|
21.1 †
|
|
23.1 †
|
|
23.2
|
Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1).
|
23.3 †
|
|
23.4 †
|
|
23.5 †
|
|
23.6
|
Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2)
|
24.1
|
Power of Attorney (included on the signature page to this Registration Statement).
|
(c)
|
Financial Statements Schedules
|
FLORA GROWTH CORP.
|
|||
By:
|
/s/Luis Merchan | ||
Name: Luis Merchan
|
|||
Title: Chief Executive Officer
|
|||
/s/Luis Merchan |
Date: November 18 , 2021
|
|
Name: Luis Merchan
Title: Chief Executive Officer, President and Director
(Principal Executive Officer)
|
||
/s/Lee Leiderman |
Date: November 18 , 2021
|
|
Name: Lee Leiderman
Title: Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
||
/s/Dr. Bernard Wilson |
Date: November 18 , 2021
|
|
Name: Dr. Bernard Wilson
Title: Executive Chairman
|
||
/s/Dr. Beverley Richardson |
Date: November 18 , 2021
|
|
Name: Dr. Beverley Richardson
Title: Director
|
||
/s/Juan Carlos Gomez Roa
|
Date: November 18 , 2021
|
|
Name: Juan Carlos Gomez Roa
Title: Director
|
||
/s/Annabelle Manalo-Morgan |
Date: November 18 , 2021
|
|
Name: Annabelle Manalo-Morgan
Title: Director
|
||
/s/Marc Mastronardi |
Date: November 18 , 2021
|
|
Name: Marc Mastronardi
Title: Director
|
By:
|
/s/Luis Merchan | ||
Name:
|
Luis Merchan
|
||
Title:
|
President and Chief Executive Officer
|
||
1 Year Flora Growth Chart |
1 Month Flora Growth Chart |
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