Securities Registration (foreign Private Issuer) (f-1/a)
November 18 2021 - 06:04AM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on November 18 ,
2021
Registration No. 333-261123
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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2833
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Not
Applicable
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(State or other jurisdiction
of
incorporation or
organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Flora Growth
Corp.
198 Davenport
Road
Toronto,
Ontario M4R 1J2
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
|
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James T.
Seery
Duane Morris
LLP
1540
Broadway
New York, New
York 10036
Tel: +1 (973)
424-2088
Fax: +1 (973) 556-1417
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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.
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. ☑
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.
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CALCULATION OF REGISTRATION FEE
Title of each
class of
securities to be registered
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Proposed
maximum
aggregate offering price(1)(2)
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Amount of
registration fee
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Units, each consisting of one
Common Share and one-half of one Unit Warrant
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$ 34,500,000
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$ 3,198.50
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Common Shares included as part of
Unit(3)
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Unit Warrants included as part
of Unit(3)
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Common Shares underlying the Unit
Warrants included in the Units
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$ 17,250,000
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$ 1,599.08
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Underwriters’ Warrants(4)
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-
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-
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Common Shares underlying
Underwriters’ Warrants(4)
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$ 1,380,000
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$ 127.93
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Total
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$ 53,130,000
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$ 4,925.51 (5)
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(1)
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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.”
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(2)
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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.
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(3)
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No fee required pursuant to Rule
457(g) of the Securities Act.
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(4)
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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.
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(5) |
Previously Paid.
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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.
This Registration Statement Amendment No. 1
on Form F-1 (File No. 333-261123) is being filed solely for the
purpose of updating 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)
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The following exhibits are filed as part of this Registration
Statement and are numbered in accordance with Item 601 of
Regulation S-K:
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Exhibit
Number
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Description
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1.1 †
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3.1†
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3.2†
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3.3†
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4.1†
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4.2†
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4.3†
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4.4†
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4.5 † |
Form of Unit Warrant
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4.6 †
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4.7†
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5.1+
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5.2 † |
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10.1†
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10.2†
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10.3†
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10.4†
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10.5†
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10.6†
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10.7 †
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10.8 †
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10.9 †
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10.10†
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10.11†
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10.12†
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10.13†
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10.14†
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10.15†
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10.16†
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10.17†
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10.18†
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10.19†
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10.20†
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10.23†
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10.24†
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10.25†
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10.26†
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10.27†
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10.28†
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10.29†
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10.30†
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10.31†
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10.32†
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10.33†
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10.34†
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10.35†
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10.36†
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10.37†
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10.38†
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10.39†
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10.40†
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10.41†
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10.42†
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*To be filed by Amendment
† Filed previously
+ Filed herewith
(c)
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Financial Statements Schedules
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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.
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 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 November 18 , 2021.
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FLORA GROWTH CORP.
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By:
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/s/Luis Merchan |
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Name: Luis Merchan
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Title: Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Luis Merchan and
Lee Leiderman 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 |
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Date: November 18 , 2021
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Name: Luis Merchan
Title: Chief Executive Officer, President and
Director
(Principal Executive Officer)
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/s/Lee Leiderman |
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Date: November 18 , 2021
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Name: Lee Leiderman
Title: Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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/s/Dr. Bernard Wilson |
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Date: November 18 , 2021
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Name: Dr. Bernard Wilson
Title: Executive Chairman
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/s/Dr. Beverley Richardson |
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Date: November 18 , 2021
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Name: Dr. Beverley Richardson
Title: Director
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/s/Juan Carlos Gomez Roa
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Date: November 18 , 2021
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Name: Juan Carlos Gomez Roa
Title: Director
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/s/Annabelle Manalo-Morgan |
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Date: November 18 , 2021
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Name: Annabelle Manalo-Morgan
Title: Director
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/s/Marc Mastronardi |
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Date: November 18 , 2021
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Name: Marc Mastronardi
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 November 18 ,
2021.
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By:
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/s/Luis Merchan |
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Name:
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Luis Merchan
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Title:
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President and Chief Executive Officer
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