UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement
As previously reported, on September 17, 2023, 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 Sale and Purchase Agreement (the "Purchase Agreement") pursuant to which Flora agreed to acquire all the issued and outstanding common shares of Australian Vaporizers Pty Ltd., an online retailer of vaporizers, hardware, and accessories in Australia, on the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. A description of the Purchase Agreement is set forth under "Item 1.01. Entry into a Material Definitive Agreement" in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2023 and is incorporated herein by reference.
On October 20, 2023, Lifeist delivered a notice to the Company purporting to terminate the Purchase Agreement (the "Notice") as a result of a purported inability to satisfy the condition precedent to closing set forth in Section 6.5.1 of the Purchase Agreement due to threats by shareholders of Lifeist to take legal or regulatory action to prohibit the completion of the transaction.
The Company believes that the reasons stated in the Notice do not provide a valid basis for terminating the Purchase Agreement. The Company intends to contest the purported termination vigorously.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K and in the exhibits hereto includes forward-looking statements. These forward-looking statements include statements relating to the purported termination of the Purchase Agreement and the Company's challenging thereof, threats of legal or regulatory action to prohibit the transaction contemplated by the Purchase Agreement and other risks described in the Company's Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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: October 24, 2023 | By: | /s/ Clifford Starke |
| Name: | Clifford Starke | |
| Title: | Chief Executive Officer | |