As filed with the Securities and Exchange Commission on May 10 , 2021
Registration No. 333-252996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6 to
FORM F-1
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FLORA GROWTH CORP.
(Exact name of Registrant as specified in its charter)
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.) |
Flora Growth Corp.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5
Tel: +1 (416) 861-2267
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
CT Corporation System
28 Liberty Street
New York, New York 10005
Tel: +1 (302) 777-0200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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 | Louis A. Bevilacqua Bevilacqua PLLC 1050 Connecticut Ave., NW, Suite 500 Washington, DC 20036 Tel: +1 (202) 869-0888 Fax: +1 (202) 869-0889 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. □
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company ☑
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. □
† | 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. |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per Common Share | Proposed maximum aggregate offering price | Amount of registration fee |
Common Shares(1)(2) | 3,833,333 | $4.50(6) | $17,250,000 | $1,881.98 |
Common Shares (3) | 1,972,800 | - | - | - |
Underwriters’ Warrants(4) | - | - | - | - |
Common Shares underlying Underwriters’ Warrants(5) | 268,333 | $5.63 | $1,510,715 | $164.82 |
Total | $18,760,715 | $2,046.79 |
(1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the under the Securities Act of 1933, as amended (the “Securities Act”). Includes the Common Shares 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) | This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling shareholders of the Registrant of 1,315,200 common shares and up to 657,600 common shares underlying warrants issued to the selling shareholders as named in the Resale Prospectus. |
(4) | No fee required pursuant to Rule 457(g) of the Securities Act. |
(5) | Represents underwriters’ warrants to purchase up to an aggregate of seven percent (7%) of the Common Shares sold in the offering at an exercise price equal to one hundred twenty-five percent (125%) of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the underwriters’ warrants is $5.63. The underwriters’ warrants will be exercisable upon issuance, will have a cashless exercise provision and will terminate on the fifth anniversary of the effective date of the registration statement of which this prospectus is a part. The underwriters’ warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering. |
(6) | The assumed offering price of $4.50 per share is the midpoint of the price range set forth on the cover page of this prospectus. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement Amendment No. 6 on Form F-1 (File No. 333-252996) is being filed solely for the purpose of filing Exhibit 5.1, and no changes or additions are being made hereby to the prospectus which forms a part of the Registration Statement. Accordingly, the prospectus and other parts of the Registration Statement have been omitted from this filing.
Item 8. Exhibits and Financial Statements Schedule
(a) The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
Exhibit Number | Description |
1.1** | |
3.1** | |
3.2** | |
3.3 ** | Articles of Amendment of Flora Growth Corp. effective April 30, 2021 |
4.2 ** | |
4.3** | |
4.4** | |
4.5** | |
4.6** | |
5.1 † | |
10.1** | |
10.2** | |
10.3** | |
10.4** |
1
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** |
2
10.20** | |
10.21** | |
10.22** | |
10.23** | |
10.24** | |
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** |
3
10.40** | |
10.41** | |
10.42** | |
10.43** | Independent Contractor Agreement dated April 1, 2021, by and between Flora Growth Corp. and 2749058 Ontario Ltd. |
21.1** | |
23.1 ** | |
23.2 ** | Consent of Moore Assurance SAS |
23.3 † | Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1). |
23.4 ** | |
23.5 ** | |
23.6 ** | |
24.1 | Power of Attorney (included on the signature page to this Registration Statement). |
99.1** | Request for Waiver |
**Previously filed
† Filed herewith
(b) Financial Statements Schedules
See our Financial Statements starting on page F-1. All other schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1/A and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada on May 10 , 2021.
FLORA GROWTH CORP. | |||
By: | /s/ Luis Merchan | ||
Name: Luis Merchan | |||
Title: Chief Executive Officer | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Luis Merchan and Deborah Battiston his or her true and lawful attorney‑in‑fact and agent, with full power of substitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any and all amendments to this Form F-1/A registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/Luis Merchan | Date: May 10 , 2021 | |
Name: Luis Merchan Title: Chief Executive Officer, President and Director (Principal Executive Officer) | ||
/s/Deborah Battiston | Date: May 10 , 2021 | |
Name: Deborah Battiston Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
/s/Dr. Bernard Wilson | Date: May 10 , 2021 | |
Name: Dr. Bernard Wilson Title: Executive Chairman | ||
/s/Dr. Beverley Richardson | Date: May 10 , 2021 | |
Name: Dr. Beverley Richardson Title: Director | ||
/s/Juan Carlos Gomez Roa | Date: May 10 , 2021 | |
Name: Juan Carlos Gomez Roa Title: Director | ||
/s/Stan Bharti | Date: May 10 , 2021 | |
Name: Stan Bharti Title: Director | ||
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Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Flora Growth Corp., has signed this registration statement on May 10, 2021.
By: | /s/ Luis Merchan | ||
Name: | Luis Merchan | ||
Title: | Presiddent and Chief Executive Officer | ||
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