As filed with the U.S. Securities and Exchange Commission on November 18 , 2021

    Registration No. 333-261123
 

Amendment No. 1 to
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
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.
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
 
James T. Seery
Duane Morris LLP
1540 Broadway
New York, New York 10036
Tel: +1 (973) 424-2088
Fax: +1 (973) 556-1417

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.



CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
Proposed maximum
aggregate offering price(1)(2)
Amount of
registration fee
 
Units, each consisting of one Common Share and one-half of one Unit Warrant
$ 34,500,000
$ 3,198.50
 
     Common Shares included as part of Unit(3)
     
      Unit Warrants included as part of Unit(3)
     
Common Shares underlying the Unit Warrants included in the Units
$ 17,250,000
$ 1,599.08
 
Underwriters’ Warrants(4)
-
-
 
Common Shares underlying Underwriters’ Warrants(4)
$ 1,380,000
$ 127.93
 
Total
$ 53,130,000
$ 4,925.51 (5)
 

 
(1)
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.”
 
(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)
No fee required pursuant to Rule 457(g) of the Securities Act.

(4)
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.

(5) Previously Paid.



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. 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)
The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
(b)


Exhibit
Number
Description
   
1.1 †
   
3.1†
   
3.2†
   
3.3†
   
4.1†
   
4.2†
   
4.3†
   
4.4†
   
4.5 † Form of Unit Warrant
   
4.6 †
   
4.7†
 
   
5.1+
   
5.2 †
   
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†
   
10.20†

2

   
10.21†
   
10.22†

10.23†
   
10.24†
   
10.25†
   
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†
   
10.40†
   
10.41†
   
10.42†

3

   
10.43†
   
10.44†
   
10.45†
   
10.46†
   
10.47 † Flora Growth Warrant
   
10.48 † Merger Agreement, dated October 27, 2021, by and among Vessel Brand, Inc., Flora Growth Corp., Vessel Acquisition Sub, Inc. and the Sellers' Representative
   
21.1 †
   
23.1 †
   
23.2
Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1).
   
23.3 †
   
23.4 †
   
23.5 †
   
23.6
Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2)
   
24.1
Power of Attorney (included on the signature page to this Registration Statement).

*To be filed by Amendment
† Filed previously
+ Filed herewith

(c)
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 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.

 
 
 
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 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  
Date:  November 18 , 2021
Name: Luis Merchan
Title:   Chief Executive Officer, President and Director
(Principal Executive Officer)
 
   
     
/s/Lee Leiderman  
Date: November 18 , 2021
Name: Lee Leiderman
Title:   Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
 
   
     
/s/Dr. Bernard Wilson  
Date: November 18 , 2021
Name: Dr. Bernard Wilson
Title:   Executive Chairman
 
   
     
/s/Dr. Beverley Richardson  
Date: November 18 , 2021
Name: Dr. Beverley Richardson
Title:   Director
   
     
/s/Juan Carlos Gomez Roa
 
Date: November 18 , 2021
Name: Juan Carlos Gomez Roa
Title:   Director
   
     
/s/Annabelle Manalo-Morgan  
Date: November 18 , 2021
Name: Annabelle Manalo-Morgan
Title:   Director
 
   
/s/Marc Mastronardi  
Date: November 18 , 2021
Name: Marc Mastronardi
Title:   Director
 
   

5



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.
       
 
By:
/s/Luis Merchan  
 
Name:
Luis Merchan
 
 
Title:
President and Chief Executive Officer
 
       

 
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