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
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2024, Flora Growth Corp. (the "Flora") entered into a binding letter of intent (the "Agreement") with TruHC Holding GmbH (the "Seller") to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (the "Transaction"). Under the Agreement, Flora will issue to Seller 2,770,562 common shares with an aggregate deemed purchase price of US$6,400,000 (the "Consideration Shares"). The Consideration Shares will be issued in two steps, the first will be completed following the execution of a definitive agreement whereby Flora will issue common shares representing 19.99% of the issued and outstanding common shares of Flora at a deemed price per share of US$2.31, being the closing Flora share price on the Nasdaq Capital Market on the day prior to signing the Agreement. The second step will be completed following shareholder approval for the issuance of the remaining Consideration Shares.
Under the Agreement, each of Flora and Seller agreed to proceed diligently and in good faith in the negotiation, execution and delivery of a definitive agreement. The Transaction is subject to receipt of final tax, corporate and securities law advice for both Flora and the Seller.
The Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K and in the exhibit hereto includes forward-looking statements. These forward-looking statements include statements relating to the Agreement, the Transaction, entering into a definitive agreement, the issuance of the Consideration Shares and shareholder approval to issue the Consideration Shares in the second step of the Transaction. 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
| 10.1 | Letter Agreement by and between Flora Growth Corp. and TruHC Holding GmbH, dated April 1, 2024 |
| 104 | Cover Page Interactive Data File |
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: April 5, 2024 | By: | /s/ Clifford Starke |
| Name: | Clifford Starke | |
| Title: | Chief Executive Officer | |