false 2023-08-09 0001790169 00-0000000 Flora Growth Corp. 0001790169 2023-08-09 2023-08-09

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): August 9, 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 2.02 Results of Operations and Financial Condition

On August 10, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario ("Flora or the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

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

Resignation of Board Member

On August 9, 2023, Beverley Richardson tendered her resignation as board member of the Company with such resignation becoming effective on August 9, 2023. Ms. Richardson's resignation was 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.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The information contained in this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is "furnished" and not "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. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 10, 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: August 10, 2023 By: /s/ Clifford Starke
  Name: Clifford Starke
  Title: Chief Executive Officer

Flora Growth Corp. Reports Second Quarter 2023 Financial Results

FORT LAUDERDALE, FLORIDA – August 10, 2023 – Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world, reported today its financial and operating results for the three and six months ended June 30, 2023. All financial information is provided in U.S. dollars unless indicated otherwise.

“The second quarter marked a transitional phase for Flora. Our dedicated efforts were focused on cost reductions and resource optimization, the effects of which are expected to be felt in quarters to come. Throughout this rebuilding phase, we will continue to prioritize Flora as a leading consumer brand globally,” said Clifford Starke, Chief Executive Officer.

Financial and Operating Highlights for the Quarter

  • Flora generated $21.5 million in revenue, a 140% increase year-over-year.
  • Gross profit increased 19% year-over-year, to $4.0 million.
  • Net loss of $44.6 million. Net loss in the quarter includes the impact of impairment expenses of $34.9 million, losses on discontinued operations of $7.6 million, depreciation and amortization of $0.9 million and share-based compensation of $0.3 million.

Financial and Operating Highlights for the Year-to-Date

  • Flora generated $40.8 million in revenue, a 210% increase year-over-year.
  • Gross profit for increased 68% year-over-year, to $9.3 million.
  • Net loss of $48.5 million. Net loss in the period includes the impact of impairment expenses of $34.9 million, losses on discontinued operations of $8.3 million, depreciation and amortization of $1.7 million and share-based compensation of $1.0 million.

Board of Directors Update

Beverley Richardson, a member of the board of directors, has resigned from the Company. 

Conference Call

A conference call hosted by senior management will be held on Tuesday, August 15, 2023 at 9:00 AM EST. Please join the conference call approximately ten minutes prior to the scheduled start time.

Dial-in details for the conference call are as follows:

Toll-Free (North America): 1-800-319-4610

International Toll: +1-604-638-5340

About Flora Growth Corp.

Flora Growth Corp. is a consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world. For more information on Flora, visit www.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).

v3.23.2
Document and Entity Information Document
Aug. 09, 2023
Document Information [Line Items]  
Document Type 8-K
Document Creation Date Aug. 09, 2023
Document Period End Date Aug. 09, 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
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