Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2023

FLORA GROWTH CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-40397	Not Applicable
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3406 SW 26th Terrace, Suite C-1
Fort Lauderdale, Florida, United States 33132
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (954) 842-4989

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares, no par value		FLGC		NASDAQ Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

Resignation of General Counsel

On July 19, 2023, Matthew Cohen tendered his resignation as General Counsel of Flora Growth Corp., a corporation organized under the laws of the province of Ontario (the "Company"), with such resignation becoming effective on July 19, 2023. Mr. Cohen's resignation as General Counsel was due to personal reasons and not related to any disagreement with the Company or the Company's Board of Directors on any matter relating to the Company's operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On July 25, 2023, the Company issued a press release relating to the matters described in Item5.02 of this Current Report on Form 8-K, providing an update on the sale of its Colombian related subsidiaries (the "Sale") and communicating that the Company's previously issued revenue guidance should no longer be relied upon as a result of the Sale. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated July 25, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 25, 2023	By:	/s/ Clifford Starke
	Name:	Clifford Starke
	Title:	Chief Executive Officer

Flora Growth Corp. Announces Update on Sale of Colombian Assets; Expects Asset Sale to Contribute to Anticipated Annual Savings of US$6.1 million

FORT LAUDERDALE, FLORIDA & TORONTO, ONTARIO - July 25, 2023 - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and a pharmaceutical distributor in 28 countries, today provided an update with respect to the purchase and sale agreement for the sale of its Colombian related subsidiaries and assets to a private company in consideration for C$0.8 million, entered into on July 5, 2023. The sale relates to all of Flora's operations in Colombia, including its interest in (i) its 361-acre Cosechemos farm located in Giron, Colombia and its related processing facilities and inventory and (ii) all other assets relating to Flora Lab 2, Flora Lab 4 and Flora's Colombian food and beverage and consumer products business (collectively, the "Colombian Assets"). The sale is expected to close by July 31, 2023. The Company intends to maintain a presence in Latin America through Just Brands' distribution relationships.

"The divestiture of our Colombian Assets is part of our plan to concentrate on core business divisions. This being a prominent lifestyle brand in the United States and a player in international pharmaceutical distribution focused on therapeutics, starting with medical cannabis," said Clifford Starke, Flora's Chief Executive Officer.

"We have made several strategic changes to cut costs and streamline operations. These changes are projected to deliver annual cost reductions amounting to US$6.1 million in cumulative annual savings when taken together with the US$3.4 million in savings from the divestiture of the Colombian Assets," said Dany Vaiman, Flora's Chief Financial Officer.

Flora's Business Outlook

The Company's 2023 revenue guidance issued previously included certain estimates relating to the Colombian Assets. Management believes such guidance should no longer be relied upon and is in the process of reevaluating such guidance. The Company anticipates providing updated 2023 revenue guidance at the appropriate time.

Executive Change

Matthew Cohen, General Counsel, has resigned from the Company for personal reasons.

About Flora Growth Corp.

Flora Growth Corp. is a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and a pharmaceutical distributor in 28 countries. In the United States, Flora's lifestyle business has established a robust presence across all 50 states, providing us with a solid foundation. Furthermore, we believe we possess substantial potential for international expansion. Based in Germany, we have successfully developed a strong distribution network delivering lifestyle and wellness products to 28 countries. For more information, kindly visit www.floragrowth.com or follow @floragrowthcorp on social media.

**Use Promo Code FLGC10 to Earn 10% Off Your Next Purchase**

http://floragrowth.com/

https://justcbdstore.com/

https://www.vesselbrand.com/

https://justcbdstore.uk/

https://www.phatebo.de/home-en

Investor Relations:

Investor Relations ir@floragrowth.com

Clifford Starke Clifford.Starke@floragrowth.com

Media:

media@floragrowth.com

Cautionary Statement Concerning Forward-Looking Statements

This press release contains "forward-looking statements," as defined by federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10K filed with the SEC on March 31, 2023, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

Document and Entity Information Document	Jul. 19, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Jul. 19, 2023
Document Period End Date	Jul. 19, 2023
Amendment Flag	false
Entity Registrant Name	Flora Growth Corp.
Entity Address, Address Line One	3406 SW 26th Terrace, Suite C-1
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Country	US
Entity Address, Postal Zip Code	33132
Entity Incorporation, State Country Name	A6
City Area Code	954
Local Phone Number	842-4989
Entity File Number	001-40397
Entity Central Index Key	0001790169
Entity Emerging Growth Company	true
Entity Tax Identification Number	00-0000000
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	FLGC
Security Exchange Name	NASDAQ