Small Company Offering and Sale of Securities Without Registration (d)

Share Name	Share Symbol	Market	Type
Common Stock Canada (CE)	USOTC:FLWPF	OTCMarkets	Common Stock

o NoneEntity Type

0001752524

The Needle Capital Corp.

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

Flowr Corp

Jurisdiction of Incorporation/OrganizationONTARIO, CANADA

Year of Incorporation/Organization
	o	Over Five Years Ago
	x	Within Last Five Years (Specify Year)	2016
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Flowr Corp

Street Address 1		Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
Toronto	ONTARIO, CANADA	M5C 3E4	(877) 356-9726

3. Related Persons

Last Name	First Name	Middle Name
Brooker	Darryl

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Flow	Tom

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Galego	Michael

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Biderman	Noel

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Levesque	Maurice

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Lee	Joanne

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Duet	Don

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Gasparro	Vincent

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Cieslok	Jorg

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Chou	John

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Jalleau	Alexandre

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Dobslaw	Jeff

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Donovan	Bonnie

Street Address 1	Street Address 2
60 Adelaide Street East, Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 3E4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	x	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2021-07-19

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Units consisting of 1 cm sh & 1 cm sh purchase wrt. Each whole wrt entitles the holder to acquire 1 cm sh at a exercise price of CDN$0.26 per share until January 19, 2025.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None
ATB CAPITAL MARKETS USA INC.			155053
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None

Street Address 1			Street Address 2
#410, 585 8TH AVENUE SW

City	State/Province/Country	ZIP/Postal Code
CALGARY	ALBERTA, CANADA	T2P 1G1

State(s) of Solicitation	o	All States	o	Foreign/Non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$ 12304092 USD	o Indefinite
Total Amount Sold	$ 5497573 USD
Total Remaining to be Sold	$ 6806519 USD	o Indefinite

Clarification of Response (if Necessary)

"Total Remaining to be Sold" is the aggregate purchase price of shares underlying warrants sold in this offering. U.S. dollar amounts are based on the Bank of Canada exchange rate 0.7838 reported on July 19, 2021.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 0 USD	o	Estimate
Finders' Fees	$ 384062 USD	o	Estimate

Clarification of Response (if Necessary)

placement fee equal to CAD$490,000

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD