|
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.)
|
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
|
† |
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.
|
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
|
(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.
|
|
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 16, 2021
$30,000,000
Flora Growth Corp.
Units (each consisting of one Common Share and one-half Unit Warrant)
Common Shares Underlying the Unit Warrants
This is a follow-on public offering (the “offering”) of our Units, with each Unit consisting of (i) one of our common shares, no par value per share (which we refer to as our “Common
Shares”) and (ii) one-half of one warrant to purchase a Common Share (which we refer to as the "Unit Warrants"). We are offering 6,250,000 Units, as well as up to an additional 937,500 Common Shares and/or up to an additional 468,750 Unit
Warrants if the underwriters exercise in full their over-allotment option, in this offering. The Units will not be issued or certificated. The Common Shares and Unit Warrants part of a Unit are immediately separable and will be issued
separately, but will be purchased together in this offering. The Unit Warrants will have an exercise price of $_________ per Common Share, will be exercisable at any time after the date of issuance and will expire five years from the date
of issuance. Each Unit will be sold at a negotiated price of $_________ per Unit. The Common Shares issuable from time to time upon exercise of the Unit Warrants are also being offered by this prospectus.
Our Common Shares are listed on the NASDAQ Capital Market under the symbol “FLGC.” On November 11, 2021, the last reported per share sale price of our Common Shares on the NASDAQ Capital
Market was $4.80. We do not intend to apply for listing of the Unit Warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the Unit Warrants, and we do not
expect a market to develop. Without an active trading market, the liquidity of the Unit Warrants will be limited.
We have assumed a public offering price of $4.80 per Unit, the last reported sale price for our Common Shares as reported on NASDAQ on November 11, 2021. The public offering price per Unit
will be determined through negotiation between us and the underwriters in the offering and may be at a discount to the current market price. Therefore, the recent market price used as the assumed public offering price throughout this
prospectus may not be indicative of the offering price.
We are organized under the laws of the Province of Ontario and are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, under applicable U.S. federal
securities laws, and are eligible for reduced public company reporting requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Emerging
Growth Company Status.”
Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” for a discussion of
information that should be considered in connection with an investment in our securities.
Neither the U.S. Securities and Exchange Commission nor any state or provincial securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
|
|
Per Unit
|
Total
|
|||||||
Public offering price
|
$
|
$
|
||||||
Underwriting discounts and commissions(1)
|
$
|
$
|
||||||
Proceeds to us (before expenses)(2)
|
$
|
$
|
(1)
|
We have agreed to reimburse the underwriters for certain expenses and the underwriters will receive compensation in addition to underwriting discounts and commissions. See “Underwriting”
for additional disclosure regarding underwriters’ compensation and offering expenses.
|
|
(2)
|
The total estimated expenses related to this offering are set forth in the section entitled "Expenses Related to The Offering".
|
|
BMO Capital Markets
|
|
Roth Capital Partners
|
|
|
|
|
Page
|
1
|
|
10
|
|
12
|
|
33
|
|
34
|
|
35
|
|
36
|
|
37
|
|
37
|
|
39
|
|
51
|
|
54
|
|
74
|
|
78
|
|
85
|
|
88
|
|
90
|
|
91
|
|
DESCRIPTION OF SECURITIES WE ARE OFFERING
|
94 |
96
|
|
98
|
|
109
|
|
114
|
|
114
|
|
114
|
|
114
|
|
115
|
|
116
|
|
INFORMATION NOT REQUIRED IN PROSPECTUS
|
120
|
EXHIBITS
|
121
|
|
• |
Medicinal-Grade Cannabis. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;
|
|
• |
Cannabis Oils and Extracts. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;
|
|
• |
Skincare and Beauty Products. Our revenues commenced in August 2020, through our 87% owned subsidiary, Flora Beauty LLC;
|
|
• |
Dermo-Cosmetic Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary, Breeze Laboratory S.A.S. (now Flora Lab Laboratory S.A.S.) which entity has generated revenues since January
2013;
|
|
• |
Pharmaceutical Products. Our revenues commenced in December 2020, following our acquisition of our 100%-owned subsidiary, Grupo Farmaceutico Cronomed SAS, which entity has generated revenues since March 2005;
|
|
• |
Loungewear and Textiles. Our revenues commenced in October 2020 through our 100%-owned subsidiaries, Hemp Textiles & Co LLC and Hemp Textiles & Co SAS; and
|
|
• |
Food and Beverage Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary Kasa Wholefoods Company SAS Colombia which entity has generated revenues since July 2013.
|
• |
Experienced Management Team. Our management is experienced and has a fundamental understanding of Colombia’s regulatory framework, the global cannabis market and the
agricultural and scientific processes necessary to develop high quality and consistent medicinal cannabis products.
|
• |
Change in the Global Cannabis Industry. The global cannabis industry is experiencing significant change as governments embrace regulatory reform, liberalizing the
production and consumption of cannabis. It is possible that foreign corporations may enter the Colombian market as a result of Colombia’s regulatory regime, creating the prospect of Colombia becoming a hub for future industry
development.
|
• |
Colombian Cultivation Advantage. Flora only grows cannabis outdoors in Colombia with favorable environmental conditions. Further, the strength of the United States
dollar is projected to provide us with a cost advantage over our competitors, and Colombia has a workforce highly-skilled in agriculture at a lower cost compared to the United States.
|
• |
Healthy and Sustainable Products. We produce cannabis and derivative products across food and beverage, cosmetics, and medicinal markets, which markets are projected to
grow rapidly as consumers prioritize healthy and sustainable products that are good for themselves, their family, and their environment.
|
• |
Efficient Manufacturing Practices. We have adopted efficient manufacturing practices and logistics, synergizing our operations between our technical and commercial
teams.
|
• |
Expanding distribution capacity. In the near term, our primary strategy is to expand our distribution and channel access as quickly as possible to meet existing quotas
and production.
|
• |
Creating Sustainable and Natural Products. Flora sees sustainable innovation as key to achieving production objectives, and the main driver to our product development
approach.
|
|
• |
name Flora as its preferred supplier of genetic material and finished cannabis derivative products, provided all regulatory and quality standards are met and subject to entering into a definitive agreement by no later than
December 1, 2021;
|
|
• |
(a) grant Flora a right of first refusal to supply any cannabis oil or derivative products acquired by Hoshi or any of its affiliates at its Malta processing facility, provided regulatory and quality standards are met; and (b)
consult with Flora on equipment for processing and production to be installed in its Malta processing facility, including review of equipment, GMP design schematics, and proposed products to be manufactured in Malta, subject to
entering into a definitive agreement by no later than December 1, 2021;
|
|
• |
use commercially reasonable efforts to grant Flora access to its EU GMP auditors for the purposes of assisting Flora to obtain the EU-GMP certification at its Cosechemos Ya S.A.S. subsidiary in Colombia; and
|
|
• |
use commercially reasonable efforts to assist with the development of Flora’s operations in Malta and Portugal.
|
|
• |
Luis Merchan being named to the board of directors of Hoshi.
|
• |
Agricultural activity has been declared as an essential activity in Colombia. We are operating under a protocol authorized by the Colombian government.
|
• |
At our farm in Santander, all employees receive a new mask and a new set of surgical gloves daily. Hand sanitizer is provided and hand washing protocols are in place. The employees are also provided a transparent face
protection mask, which is replaced every 30 days. All employees have their temperature taken three times daily and must report to the Health and Safety office if they are experiencing any symptoms, including diarrhea, cough,
runny nose, or headache. If an employee reports any of these symptoms, the employee is sent home to isolate for 14 days, if the symptoms persist for 72 hours, the employee is required to go to a hospital.
|
• |
Our farm is located in a rural area, and to date, there have been five positive cases of COVID-19 reported to date.
|
• limited operating history and net losses;
• unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;
• changes in cannabis laws, regulations and guidelines;
• decrease in demand for cannabis and derivative products due to certain research findings, proceedings, or negative media attention;
• damage to reputation as a result of negative publicity;
• exposure to product liability claims, actions and litigation;
• risks associated with product recalls;
• product viability;
• continuing research and development efforts to respond to technological and regulatory changes;
• shelf life of inventory;
• maintenance of effective quality control systems;
• changes to energy prices and supply;
• risks associated with expansion into new jurisdictions;
• regulatory compliance risks;
• opposition to the cannabinoid industry;
• risks related to our operations in Colombia; and
• potential delisting resulting in reduced liquidity of our Common Shares.
|
•
|
present more than two years of audited financial statements and two years of related selected financial data and management’s discussion and analysis of financial condition and
results of operations disclosure in our registration statement of which this prospectus forms a part;
|
•
|
have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (which we refer to as the “Sarbanes-Oxley
Act”);
|
•
|
disclose certain executive compensation related items; and
|
•
|
seek shareholder non-binding advisory votes on certain executive compensation matters and golden parachute arrangements, to the extent applicable to us as a foreign private
issuer.
|
•
|
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange
Act;
|
•
|
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified
information, and current reports on Form 8-K upon the occurrence of specified significant events; and
|
•
|
Regulation Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers.
|
(i)
|
the majority of our executive officers or directors are U.S. citizens or residents;
|
(ii)
|
more than 50% of our assets are located in the United States; or
|
(iii)
|
our business is administered principally in the United States.
|
Issuer
|
Flora Growth Corp.
|
Units Offered
|
6,250,000 Units, each consisting of (i) one Common Share and (ii) one-half Unit Warrant. Each Unit Warrant entitles the holder to purchase one Common Share. We may
also offer up to an additional 937,500 Common Shares and/or up to an additional 468,750 Unit Warrants if the full over-allotment option is exercised by the underwriters.
The Units will not be certificated, and the Common Share and one-half Unit Warrant comprising each Unit are immediately separable and will be issued
separately in this offering.
This prospectus also relates to the offering of Common Shares issuable upon the exercise of the Unit Warrants included in the Units.
|
Unit Warrants
|
Each Unit Warrant will have an exercise price of $_________ per Common Share, will be exercisable at any time after the date of issuance and will expire
on the fifth anniversary of the date of issuance. To better understand the terms of the Unit Warrants, you should carefully read the “Description of Securities” section of this prospectus.
|
Common Shares Outstanding Before this Offering
|
52,817,904 Common Shares.
|
Common Shares to be Outstanding Immediately After this Offering
|
59,067,904 Common Shares (or 60,005,404 if the underwriters exercise the over-allotment option in full).
|
Underwriting; Over-Allotment Option
|
This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Units if any such Units are taken. We have granted the underwriters an
option for a period of 45 days from the date of this prospectus to purchase up to 937,500 additional Common Shares and/or up to 468,750 additional Unit Warrants, constituting 15% of the numbers of our Common Shares and Unit
Warrants, respectively, underlying the Units to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the follow-on public offering price
less the underwriting discount.
|
Underwriters’ Warrants
|
We will issue to the underwriters, or their permitted designees warrants to purchase up to an aggregate amount of Common Shares representing four (4%) of the Units offered hereby if the underwriters exercise their
over-allotment option in full. The underwriters’ warrants will have an exercise price of 110% of the per Unit public offering price, will become exercisable on the first anniversary of the effective date of the registration
statement of which this prospectus is a part, will have a cashless exercise provision and will terminate on the sixth 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 a year subsequent to the commencement of sales of the public offering.
|
Use of Proceeds
|
We estimate that the net proceeds to us from this offering will be approximately $27,400,000 ($31,585,000 if the full over-allotment option is exercised by the underwriters), after deducting the underwriting discounts and
commissions and estimated offering expenses payable by us. We will use these net proceeds for capital expenditures, operating capacity, working capital and general corporate purposes, and such other purposes described in “Use of Proceeds.”
|
Lock-ups
|
Our company, directors and certain executive officers have agreed with the underwriters not to, subject to certain exceptions, offer, issue, sell, contract to sell,
encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a ninety (90) day period from the date upon which this Registration Statement (of which this prospectus forms a part) is declared
effective without the consent of the underwriters. See “Underwriting—Lock-up Agreements” for more information.
|
Listing
|
Our Common Shares are listed on the NASDAQ Capital Market under the symbol “FLGC.”
|
Transfer Agent
|
The transfer agent and registrar for our Common Shares is TSX Trust Company.
|
Risk Factors
|
Investing in our securities is highly speculative and involves a high degree of risk. You should carefully read and consider the information set forth under
the heading “Risk Factors”, and all other information contained in this prospectus, before deciding to invest in our securities.
|
(a)
|
Up to 937,500 Common Shares issuable upon the exercise in full by the underwriters of their over-allotment option to purchase
additional Common Shares from us,
|
(b)
|
4,458,881 Common Shares issuable upon exercise of stock options outstanding which are exercisable at an average exercise price of $1.65
per share and 2,788,964 Common Shares issuable upon exercise of Common Share purchase warrants outstanding which are exercisable at an average exercise price of $2.57 per share.
|
(c)
|
491,501 Common Shares to be issued to Boustead Securities, LLC (“Boustead”) upon Boustead’s exercise of certain purchase warrants in August 2021;
|
(d)
|
3,125,000 Common Shares issuable upon the exercise of Unit Warrants to be issued to investors in this offering at an exercise price of $_____ per share;
and
|
(e)
|
287,500 Common Shares issuable upon the exercise of the Underwriters’ Warrants with an exercise price of $____ per share.
|
•
|
a 1-for-3 reverse split and consolidation of our Common Shares that was prospectively approved by our board of directors and stockholders on March 8, 2021, which was effected April 30, 2021; and
|
•
|
no exercise by the underwriters of their over-allotment option to purchase additional Common Shares from us.
|
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States dollars, except per share amounts)
|
Six Months Period Ended June 30, 2021
|
Six Months Period Ended June 30, 2020
|
Year Ended December 31, 2020
|
March 13, 2019 (inception) through December 31, 2019
|
||||||||||||
(unaudited)
|
(unaudited)
|
(audited)
|
(audited)
|
|||||||||||||
Revenues
|
$
|
2,118
|
$
|
-
|
$
|
106
|
$
|
-
|
||||||||
Cost of sales
|
1,106
|
-
|
35
|
-
|
||||||||||||
Gross profit
|
1,012
|
-
|
71
|
-
|
||||||||||||
Expenses
|
||||||||||||||||
Consulting and management fees
|
$
|
2,262
|
$
|
819
|
$
|
4,752
|
2,001
|
|||||||||
Professional fees
|
766
|
218
|
794
|
183
|
||||||||||||
General office expenses
|
2,661
|
715
|
1,400
|
175
|
||||||||||||
Travel expenses
|
143
|
233
|
428
|
306
|
||||||||||||
Share based compensation
|
95
|
344
|
4,901
|
107
|
||||||||||||
Depreciation and amortization
|
119
|
57
|
113
|
26
|
||||||||||||
Research and development
|
85
|
53
|
78
|
21
|
||||||||||||
Foreign exchange (gain)
|
(78
|
)
|
171
|
20
|
6
|
|||||||||||
Total Expenses
|
6,053
|
2,610
|
12,486
|
2,825
|
||||||||||||
Loss before the undernoted items
|
(5,041
|
)
|
(2,610
|
)
|
(12,415
|
)
|
(2,825
|
)
|
||||||||
Goodwill Impairment
|
-
|
-
|
1,816
|
-
|
||||||||||||
Interest expense
|
64
|
72
|
30
|
19
|
||||||||||||
Transaction costs
|
-
|
-
|
132
|
-
|
||||||||||||
Other income
|
(67
|
)
|
(81
|
)
|
(59
|
)
|
-
|
|||||||||
Bad Debt Expense
|
100
|
-
|
||||||||||||||
Net loss for the period
|
$
|
(5,138
|
)
|
$
|
(2,601
|
)
|
$
|
(14,334
|
)
|
$
|
(2,844
|
)
|
||||
Other comprehensive loss
|
||||||||||||||||
Exchange differences on foreign operations
|
200
|
(19
|
)
|
(16
|
)
|
(23
|
)
|
|||||||||
Total comprehensive loss for the period
|
$
|
(5,338
|
)
|
$
|
(2,582
|
)
|
$
|
(14,350
|
)
|
$
|
(2,821
|
)
|
||||
Net loss attributable to:
|
||||||||||||||||
Flora Growth Corp.
|
$
|
(5,097
|
)
|
$
|
(2,555
|
)
|
$
|
(14,170
|
)
|
$
|
(2,824
|
)
|
||||
Non-controlling interests
|
$
|
(41
|
)
|
$
|
(46
|
)
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||||
Comprehensive loss attributable to:
|
||||||||||||||||
Flora Growth Corp.
|
$
|
(5,297
|
)
|
$
|
(2,536
|
)
|
$
|
(14,186
|
)
|
$
|
(2,801
|
)
|
||||
Non-controlling interests
|
$
|
(41
|
)
|
$
|
(46
|
)
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||||
Basic and diluted loss per share attributable to Flora Growth Corp.
|
$
|
(0.13
|
)
|
$
|
(0.09
|
)
|
$
|
(0.16
|
)
|
$
|
(0.06
|
)
|
||||
Weighted average number of Common Shares outstanding – basic and diluted
|
39,604
|
29,257
|
89,704
|
44,676
|
||||||||||||
• |
successfully implement or execute our business plan, or that our business plan is sound;
|
• |
adjust to changing conditions or keep pace with increased demand;
|
• |
attract and retain an experienced management team; or
|
• |
raise sufficient funds in the capital markets to effectuate our business plan, including product development, licensing and approvals.
|
•
|
require extensive changes to our operations;
|
•
|
result in regulatory or agency proceedings or investigations;
|
•
|
result in the revocation of our licenses and permits, increased compliance costs;
|
•
|
result in damage awards, civil or criminal fines or penalties;
|
•
|
result in restrictions on our operations;
|
•
|
harm our reputation; or
|
•
|
give rise to material liabilities.
|
•
|
the revocation or imposition of additional conditions on licenses to operate our business;
|
•
|
the suspension or expulsion from a particular market or jurisdiction or of our key personnel;
|
•
|
the imposition of additional or more stringent inspection, testing and reporting requirements;
|
•
|
product recalls or seizures; and
|
•
|
the imposition of fines and censures.
|
•
|
a limited availability of market quotations for our Common Shares;
|
•
|
reduced liquidity for our Common Shares;
|
•
|
a determination that our Common Shares are “penny stock”, which would require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our Common Shares;
|
•
|
a limited amount of news about us and analysist coverage of us; and
|
•
|
a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.
|
• delaying, deferring or preventing a change of control of the Company;
|
• impeding a merger, consolidation, takeover or other business combination involving the Company; or
|
• discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.
|
• Our limited operating history and net losses;
• unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;
• changes in cannabis laws, regulations and guidelines;
• decrease in demand for cannabis and derivative products due to certain research findings,
proceedings, or negative media attention;
• damage to our reputation as a result of negative publicity;
• exposure to product liability claims, actions and litigation;
• risks associated with product recalls;
• product viability;
• continuing research and development efforts to respond to technological and regulatory changes;
• shelf life of inventory;
• maintenance of effective quality control systems;
• changes to energy prices and supply;
• risks associated with expansion into new jurisdictions;
• regulatory compliance risks;
• opposition to the cannabinoid industry;
• risks related to our operations in Colombia; and
• potential delisting resulting in reduced liquidity of our Common Shares.
|
•
|
on an actual basis, except to the extent it has been adjusted to give effect to a 1-for-3 reverse split and consolidation of our Common Shares that was prospectively approved by our board of directors and
stockholders on March 8, 2021 and effected on April 30, 2021.
|
•
|
on a pro forma basis to give effect to proforma adjustments and the issuances of Common Shares after June 30, 2021 and
|
•
|
on a pro forma as adjusted basis, to give effect to the sale by us of the maximum amount of 6,250,000 Units in this offering at an assumed public offering price of $4.80 per Unit,
which is the last reported sale price of our Common Shares on NASDAQ on November 11, 2021, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
|
Assumed follow-on public offering price per Unit
|
$
|
4.80
|
||
Net tangible book value per Common Share before this offering (as of June 30, 2021)
|
$
|
0.55
|
||
Increase in net tangible book value per Common Share attributable to purchasers in this offering
|
$
|
0.49
|
||
Pro forma, as adjusted net tangible book value per Common Share immediately after this offering
|
$
|
1.04
|
||
Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering
|
$
|
3.76
|
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States dollars, except per share amounts)
|
Six Month Period Ended June 30, 2021
|
Six Month Period Ended June 30, 2020
|
Year Ended December 31, 2020
|
March 13, 2019 (inception) through December 31, 2019
|
||||||||||||
(unaudited)
|
(unaudited)
|
(audited)
|
(audited)
|
|||||||||||||
Revenues
|
$
|
2,118
|
$
|
-
|
$
|
106
|
$
|
-
|
||||||||
Cost of sales
|
1,106
|
-
|
35
|
-
|
||||||||||||
Gross profit
|
1,012
|
-
|
71
|
-
|
||||||||||||
Expenses
|
||||||||||||||||
Consulting and management fees
|
$
|
2,262
|
$
|
819
|
$
|
4,752
|
2,001
|
|||||||||
Professional fees
|
766
|
218
|
794
|
183
|
||||||||||||
General office expenses
|
2,661
|
715
|
1,400
|
175
|
||||||||||||
Travel expenses
|
143
|
233
|
428
|
306
|
||||||||||||
Share based compensation
|
95
|
344
|
4,901
|
107
|
||||||||||||
Depreciation and amortization
|
119
|
57
|
113
|
26
|
||||||||||||
Research and development
|
85
|
53
|
78
|
21
|
||||||||||||
Foreign exchange (gain)
|
(78
|
)
|
171
|
20
|
6
|
|||||||||||
Total Expenses
|
6,053
|
2,610
|
12,486
|
2,825
|
||||||||||||
Loss before the undernoted items
|
(5,041
|
)
|
(2,610
|
)
|
(12,415
|
)
|
(2,825
|
)
|
||||||||
Goodwill Impairment
|
-
|
-
|
1,816
|
-
|
||||||||||||
Interest expense
|
64
|
72
|
30
|
19
|
||||||||||||
Transaction costs
|
-
|
-
|
132
|
-
|
||||||||||||
Other income
|
(67
|
)
|
(81
|
)
|
(59
|
)
|
-
|
|||||||||
Bad Debt Expense
|
100
|
-
|
||||||||||||||
Net loss for the period
|
$
|
(5,138
|
)
|
$
|
(2,601
|
)
|
$
|
(14,334
|
)
|
$
|
(2,844
|
)
|
||||
Other comprehensive loss
|
||||||||||||||||
Exchange differences on foreign operations
|
200
|
(19
|
)
|
(16
|
)
|
(23
|
)
|
|||||||||
Total comprehensive loss for the period
|
$
|
(5,338
|
)
|
$
|
(2,582
|
)
|
$
|
(14,350
|
)
|
$
|
(2,821
|
)
|
||||
Net loss attributable to:
|
||||||||||||||||
Flora Growth Corp.
|
$
|
(5,097
|
)
|
$
|
(2,555
|
)
|
$
|
(14,170
|
)
|
$
|
(2,824
|
)
|
||||
Non-controlling interests
|
$
|
(41
|
)
|
$
|
(46
|
)
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||||
Comprehensive loss attributable to:
|
||||||||||||||||
Flora Growth Corp.
|
$
|
(5,297
|
)
|
$
|
(2,536
|
)
|
$
|
(14,186
|
)
|
$
|
(2,801
|
)
|
||||
Non-controlling interests
|
$
|
(41
|
)
|
$
|
(46
|
)
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||||
Basic and diluted loss per share attributable to Flora Growth Corp.
|
$
|
(0.13
|
)
|
$
|
(0.09
|
)
|
$
|
(0.16
|
)
|
$
|
(0.06
|
)
|
||||
Weighted average number of Common Shares outstanding – basic and diluted
|
39,604
|
29,257
|
89,704
|
44,676
|
||||||||||||
•
|
name Flora as its preferred supplier of genetic material and finished cannabis derivative products, provided all regulatory and quality standards are met and subject to entering into a definitive
agreement by no later than December 1, 2021;
|
•
|
(a) grant Flora a right of first refusal to supply any cannabis oil or derivative products acquired by Hoshi or any of its affiliates at its Malta processing facility, provided regulatory and quality
standards are met; and (b) consult with Flora on equipment for processing and production to be installed in its Malta processing facility, including review of equipment, GMP design schematics, and proposed products to be manufactured
in Malta, subject to entering into a definitive agreement by no later than December 1, 2021;
|
•
|
use commercially reasonable efforts to grant Flora access to its European Union Good Manufacturing Practices (“EU-GMP”) auditors for the purposes of assisting Flora to obtain the EU-GMP certification at
its Cosechemos Ya S.A.S. subsidiary in Colombia;
|
•
|
use commercially reasonable efforts to assist with the development of Flora’s operations in Malta and Portugal; and
|
•
|
Luis Merchan being named to the board of directors of Hoshi
|
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States dollars, except per share amounts)
|
Six Months Period Ended June 30, 2021
|
Six Months Period Ended June 30, 2020
|
||||||
(unaudited)
|
(unaudited)
|
|||||||
Revenues
|
$
|
2,118
|
$
|
-
|
||||
Cost of sales
|
1,106
|
-
|
||||||
Gross profit
|
1,012
|
-
|
||||||
Expenses
|
||||||||
Consulting and management fees
|
$
|
2,262
|
$
|
819
|
||||
Professional fees
|
766
|
218
|
||||||
General office expenses
|
2,661
|
715
|
||||||
Travel expenses
|
143
|
233
|
||||||
Share based compensation
|
95
|
344
|
||||||
Depreciation and amortization
|
119
|
57
|
||||||
Research and development
|
85
|
53
|
||||||
Foreign exchange (gain)
|
(78
|
)
|
171
|
|||||
Total Expenses
|
6,053
|
2,610
|
||||||
Loss before the undernoted items
|
(5,041
|
)
|
(2,610
|
)
|
||||
Goodwill Impairment
|
-
|
-
|
||||||
Interest expense
|
64
|
72
|
||||||
Transaction costs
|
-
|
-
|
||||||
Other income
|
(67
|
)
|
(81
|
)
|
||||
Bad Debt Expense
|
100
|
-
|
||||||
Net loss for the period
|
$
|
(5,138
|
)
|
$
|
(2,601
|
)
|
||
Other comprehensive loss
|
||||||||
Exchange differences on foreign operations
|
200
|
(19
|
)
|
|||||
Total comprehensive loss for the period
|
$
|
(5,338
|
)
|
$
|
(2,582
|
)
|
||
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States dollars, except per share amounts)
|
Year Ended December 31, 2020
|
March 13, 2019 (inception) through December 31, 2019
|
||||||
(audited)
|
(audited)
|
|||||||
Revenues
|
$
|
106
|
$
|
-
|
||||
Cost of sales
|
35
|
-
|
||||||
Gross profit
|
71
|
-
|
||||||
Expenses
|
||||||||
Consulting and management fees
|
$
|
4,752
|
2,001
|
|||||
Professional fees
|
794
|
183
|
||||||
General office expenses
|
1,400
|
175
|
||||||
Travel expenses
|
428
|
306
|
||||||
Share based compensation
|
4,901
|
107
|
||||||
Depreciation and amortization
|
113
|
26
|
||||||
Research and development
|
78
|
21
|
||||||
Foreign exchange (gain)
|
20
|
6
|
||||||
Total Expenses
|
12,486
|
2,825
|
||||||
Loss before the undernoted items
|
(12,415
|
)
|
(2,825
|
)
|
||||
Goodwill Impairment
|
1,816
|
-
|
||||||
Interest expense
|
30
|
19
|
||||||
Transaction costs
|
132
|
-
|
||||||
Other income
|
(59
|
)
|
-
|
|||||
Net loss for the period
|
$
|
(14,334
|
)
|
$
|
(2,844
|
)
|
||
Other comprehensive loss
|
||||||||
Exchange differences on foreign operations
|
(16
|
)
|
(23
|
)
|
||||
Total comprehensive loss for the period
|
$
|
(14,350
|
)
|
$
|
(2,821
|
)
|
(in thousands of United States dollars)
|
Six Months ended June 30, 2021
|
Six Months ended June 30, 2020
|
Year ended December 31, 2020
|
For the period from March 13, 2019 (inception) to December 31, 2019
|
||||||||||||
Cash from operating activities
|
$
|
(5,770
|
)
|
$
|
(2,137
|
)
|
$
|
(8,421
|
)
|
$
|
(454
|
)
|
||||
Cash from financing activities
|
$
|
14,419
|
$
|
10,236
|
$
|
25,816
|
$
|
1,005
|
||||||||
Cash from investing activities
|
$
|
(5,171
|
)
|
$
|
(1,624
|
)
|
$
|
(2,164
|
)
|
$
|
(431
|
)
|
||||
Effect of exchange rate change
|
$
|
(195
|
)
|
$
|
76
|
$
|
152
|
$
|
20
|
|||||||
Change in cash during the period
|
$
|
3,283
|
$
|
6,551
|
$
|
15,383
|
$
|
140
|
||||||||
Cash, beginning of period
|
$
|
15,523
|
$
|
140
|
$
|
140
|
$
|
-
|
||||||||
Cash, end of period
|
$
|
18,806
|
$
|
6,691
|
$
|
15,523
|
$
|
140
|
• |
IFRS 3 – Business Combinations (“IFRS 3”) was amended in October 2018 to clarify the definition of a business. This amended definition states that a business must include inputs and a process and clarified that the process must be
substantive and the inputs and process must together significantly contribute to operating outputs. In addition it narrows the definitions of a business by focusing the definition of outputs on goods and services provided to customers
and other income from ordinary activities, rather than on providing dividends or other economic benefits directly to investors or lowering costs and added a test that makes it easier to conclude that a company has acquired a group of
assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets. The amendments are effective for annual reporting periods beginning on or after January
1, 2020. Earlier adoption is permitted.
|
• |
IAS 1 – Presentation of Financial Statements (“IAS 1”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its
characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial
statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2020. Earlier adoption is permitted.
|
In thousands of US dollars
|
Payments due by period:
|
|||||||||||||||
Total
|
Less than 1 year
|
1 – 3 years
|
More than 3 years
|
|||||||||||||
Long-term debt obligations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Capital (finance) lease obligations
|
395
|
107
|
288
|
-
|
||||||||||||
Operating lease obligations
|
-
|
-
|
-
|
-
|
||||||||||||
Purchase obligations
|
-
|
-
|
-
|
-
|
||||||||||||
Other long-term liabilities reflected on our balance sheet
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
$
|
395
|
$
|
107
|
$
|
288
|
$
|
-
|
•
|
present more than two years of audited financial statements and two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations
disclosure in our registration statement of which this prospectus forms a part;
|
•
|
have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and
|
•
|
disclose certain executive compensation related items.
|
|
• |
The cultivation, processing and supplying of natural, medicinal-grade cannabis oil and high-quality cannabis derived medical and wellbeing products to large channel distributors, including pharmacies, medical clinics, and cosmetic
companies in Colombia and internationally;
|
|
• |
Over-the-counter medical products and medical cannabis products, in which we produce and sell branded products to consumers as well as use our production facility to create white-label products for consumers;
|
|
• |
Wellbeing products, focused on delivering the benefits of CBD and hemp across an array of various branded consumer packaged goods, such as its Mind Naturals and Ô cosmetics lines and Stardog loungewear line. We leverage our branded product market experience, scientific expertise, agricultural advantages and educational platforms to
introduce our products and services across markets in Latin America and the United States; and
|
|
• |
Food and beverage products, focused on delivering the benefits of exotic fruits from the Colombian amazon to consumers.
|
• |
Help People Restore and Thrive. We develop products to positively affect the health and wellness of people. From medicines to consumer products, we strive to help our
customers restore and thrive.
|
• |
Prioritize Value-chain Sustainability. We care about our broader global impact, from production to consumption. We make conscious decisions to prioritize sustainability
across our value-chain.
|
•
|
Medicinal-Grade Cannabis. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;
|
•
|
Cannabis Oils and Extracts. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;
|
•
|
Skincare and Beauty Products. Our revenues commenced in August 2020, through our 87% owned subsidiary, Flora Beauty LLC;
|
•
|
Dermo-Cosmetic Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary, Breeze Laboratory S.A.S. (now Flora Lab Laboratory S.A.S.) which entity has
generated revenues since January 2013;
|
•
|
Pharmaceutical Products. Our revenues commenced in December 2020, following our acquisition of our 100%-owned subsidiary, Grupo Farmaceutico Cronomed SAS, which entity has generated revenues since March
2005;
|
•
|
Loungewear and Textiles. Our revenues commenced in October 2020 through our 100%-owned subsidiaries, Hemp Textiles & Co LLC and Hemp Textiles & Co SAS; and
|
•
|
Food and Beverage Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary Kasa Wholefoods Company SAS Colombia which entity has generated revenues since
July 2013.
|
(1) |
Cleanser: The product is designed to be a gentle gel cleanser is used to remove makeup. The cleanser is creamy and smooth in texture, designed to dig deep and cleanse the skin without peeling it.
|
(2) |
Eye Cream: The eye cream is designed to decompress and recharges the skin with hyaluronic acid-based, aimed to generate smoother skin and diminish expression lines.
|
(3) |
Moisturizer: The moisturizer is designed to feed the skin with antioxidants and is formulated with hyaluronic acid, vitamin E from cacay oil, and CBD. The moisturizer is designed to nourish and replenish, leaving a smooth and
dewy complexion.
|
(4) |
Hydrating mask: The relaxing hydrating mask treatment can be used twice a week to enhance the effects of the other three products.
|
(5) |
Refreshing Mist: The refreshing mists is designed to hydrate and brighten complexion. Made from chamomile extract, calendula extract, rose water, coffee extract and camellia, the mist is intended for everyday use.
|
(6) |
Hand Cleanser: Effective cleaning and hydration for everyday use, the Mind Naturals cleanser is made from Aloe Vera and Tea-tree extract.
|
(1) |
pH Balanced Cleanser: The cleanser is designed to remove impurities and prepare the skin for its daily routine. Its special ingredients include CBD, cold-pressed coconut oil, and cacay oil.
|
(2) |
Anti-aging Repair Eye Cream: The eye cream is designed to provide a smooth finish and eliminate fine lines and under-eye bags. Its special ingredients include CBD and sacha inchi oil.
|
(3) |
Anti-Aging Moisturizer: The moisturizer is designed to replenish your skin and deliver a healthy complexion. Its special ingredients include CBD, calendula extract, aloe vera, and cacay oil.
|
(4) |
Exfoliating Nourishing mask: The nourishing mask is designed to rejuvenate your skin and deliver an alluring glow. Special ingredients include CBD and sacha inchi oil.
|
(1)
|
Anti-Friction Protector: Provides a protective layer to prevent friction caused during intense sport. This long-lasting CBD formulation does not stain and is water and sweat resistant.
|
(2)
|
Pre-Heating Emulsion: Made with CBD and natural extracts this emulsion generates a soothing heat sensation to activate microcirculation and is ideal for athletes during warm-up.
|
(3)
|
Calming Emulsion: Produced from CBD, natural extracts, glutamine and other amino acids this hydrating skin cream provides lasting relief and recovery to muscles post workout.
|
(1)
|
Wellness Roll On: Combination of natural ingredients with CBD to help soothe, calm and restore the body.
|
(2)
|
Natural Harmony Cream: This CBD-infused cream helps restore homeostasis by soothing muscles and supporting relaxation.
|
(3)
|
Night Relaxation and Massage Oil: Lavender, lemongrass, and CBD allow the body to unwind and rest more deeply.
|
(4)
|
Perfect Balance Roll On: This CBD roll on helps to stabilize energy levels to improve feelings of calm and wellbeing.
|
(5)
|
Pureness Moisturizing and Mattifying Gel: Moisturizes, tones, and mattifies skin daily with the benefits of green tea and CBD.
|
(6)
|
Pureness Facial Serum: Formulated with CBD and other natural hydrators to keep skin smooth and glowing.
|
(7)
|
Soft Spring Shower Gel: Gently cleanses skin and leaves it hydrated with CBD, aloe vera, and camu-camu.
|
(8)
|
Natural Growth Hair Lotion: Prevents hair loss and hydrates from the scalp all the way down to the ends of your hair, thanks to CBD and other natural ingredients known to
stimulate hair strength and growth.
|
(9)
|
CBD Shampoo and Conditioner: Infused with CBD, coconut oil, and rosemary, these products help to nourish scalp, protect from damage, and add deep moisture and shine.
|
(10)
|
Soft Cloud Body Ointment: CBD and natural ingredients complement your wellness routine by smoothing, calming, and relaxing your body.
|
(11)
|
Soft Breeze Moisturizing Body Lotion: Calm, soften, and refresh your skin with this rapidly absorbing, hydrating CBD-infused formula.
|
• |
Acquisitions in Colombia of Kasa, Cronomed and Flora Lab which businesses have some years of operating history, sales and brand recognition;
|
• |
Partnerships with Laura Londono and Paulina Vega, well known celebrities in Colombia and Latin America;
|
• |
Integration of vertically owned inputs and using CBD in Flora products as opposed to purchasing which gives access to high quality lower-priced CBD;
|
• |
Synergies associated with producing integrated products out of our recently acquired Quipropharma laboratory; and
|
• |
Strong distribution relationships in Colombia for the product categories Flora offers.
|
• |
Emerging business producing products in Colombia at a low cost and exporting to US;
|
• |
Strength of the dollar compared to Colombian peso;
|
• |
Expanding product portfolio that allows for revenue diversification;
|
• |
Paulina Vega, former Ms. Universe, has a strong profile with US Hispanic consumers;
|
• |
Vertical integration that ensures quality of raw materials and cost efficiencies;
|
• |
Sustainability focus that includes natural ingredients, ecological packaging and organic practices;
|
• |
Our ability to utilize skilled labor in Colombia for efficient costs and production; and
|
• |
Positive regulatory environment that supports exports into the United States.
|
•
|
In July 2020, the Colombian legislative update now allows for the sale and export of raw cannabis materials, namely dried flower, to international markets including THC.
|
Brand
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
140 MILES
|
Superintendency of Industry and Commerce
|
687034 of 2021 on Nice Class 25 (clothing)
|
Colombia
|
July 27,2031
|
STARDOG LOUNGEWEAR and Design
|
Superintendency of Industry and Commerce
|
671504 of 2020 on Nice Class 3 (CBD goods)
|
Colombia
|
December 16, 2030
|
FLORA GROWTH and Design
|
Superintendency of Industry and Commerce
|
672089 of 2020 on Nice Classes 31, 32, 44 (agricultural goods light beverages medical services)
|
Colombia
|
November 27, 2030
|
COSECHEMOS and Design
|
Superintendency of Industry and Commerce
|
670673 of 2020 on Nice Classes (pharmaceutical products, medical services)
|
Colombia
|
December 7, 2030
|
BRAND
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
|
MIND NATURALS
|
Superintendency of Industry and Commerce
|
Certificate 57796 of 2020 on Nice Class 11 (Cosmetic Products)
|
Colombia
|
Valid until September 18, 2030, with an option to renew for an addition 10-year period.
|
|
MIND NATURALS and Design
|
EUTM
|
Reg. No. 18225777 on Nice Class 3 (cosmetics)
|
EU
|
April 14, 2030,
|
|
MIND NATURALS and Design
|
UKIPO
|
Reg. No. UK00918225777 on Nice Class 3
(cosmetics)
|
UK
|
April 14, 2030
|
|
MIND NATURALS and Design
|
Superintendency of Industry and Commerce
|
667681 of 2020 on Nice Class 3 (bleaching and cleaning preparations, cosmetics)
|
Colombia
|
November 6, 2030
|
|
Ô
|
Superintendency of Industry and Commerce
|
674791 of 2021 on Nice Class 3 (bleacning and cleaning preparations, cosmetics)
|
Colombia
|
February 8, 2031
|
|
Anti-Aging Moisturizing Cream
|
INVIMA
|
NSOC04666-21CO
|
Colombia
|
March 2, 2028
|
|
Anti-Aging Repair Eye Cream
|
INVIMA
|
NSOC04292-21CO
|
Colombia
|
February 19, 2028
|
|
Control Moisturizer With CBD
|
INVIMA
|
NSOC07077-21CO
|
Colombia
|
July 7, 2028
|
|
Eye Cream
|
INVIMA
|
NSOC00666-20CO
|
Colombia
|
July 31, 2027
|
|
Facial Cleanser Gel With CBD
|
INVIMA
|
NSOC01574-20CO
|
Colombia
|
July 31, 2027
|
|
Facial Cleanser
|
INVIMA
|
NSOC05114-21CO
|
Colombia
|
March 25, 2028
|
|
Facial Toner With CBD
|
INVIMA
|
NSOC07014-21CO
|
Colombia
|
June 29, 2028
|
|
Hydrating Mask
|
INVIMA
|
NSOC00613-20CO
|
Colombia
|
July 28, 2027
|
|
Lip Balm With CBD
|
INVIMA
|
NSOC06144-21CO
|
Colombia
|
May 13, 2028
|
|
Moisturizing Body Cleanser With CBD
|
INVIMA
|
NSOC07343-21CO
|
Colombia
|
July 15, 2028
|
|
Oil Control Facial Cleanser With CBD
|
INVIMA
|
NSOC07125-21CO
|
Colombia
|
July 7, 2028
|
|
Purfying Mist With CBD
|
INVIMA
|
NSOC05083-21CO
|
Colombia
|
March 24, 2028
|
|
Refreshing Mist With CBD
|
INVIMA
|
NSOC04206-21CO
|
Colombia
|
February 15, 2028
|
|
Relaxing Mist With CBD
|
INVIMA
|
NSOC05715-21CO
|
Colombia
|
April 23, 2028
|
|
Rich Moisturizer With CBD
|
INVIMA
|
NSOC00648-20CO
|
Colombia
|
October 13, 2027
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
|||
BREEZE
LABORATORY and Design
|
Superintendency of Industry and Commerce
|
541494 of 2016 on Nice Classes 3, 5 y 42
|
Colombia
|
October 24, 2026
|
||
Oil Massage
|
INVIMA
|
NSOC52156-13CO
|
Colombia
|
February 4, 2023
|
||
Agua Limpiadora Micelar
|
INVIMA
|
NSOC03754-21CO
|
Colombia
|
December 1, 2028
|
||
Anti-Age
|
INVIMA
|
NSOC87929-18CO
|
Colombia
|
September 14, 2025
|
||
Bio tonic
|
INVIMA
|
NSOC79856-17CO
|
Colombia
|
July 11, 2024
|
||
Bioexfoliating
|
INVIMA
|
NSOC67513-15CO
|
Colombia
|
September 3, 2022
|
||
Soothing and Refreshing tonic
|
INVIMA
|
NSOC38169-10CO
|
Colombia
|
August 28, 2028
|
||
Liposome Lightening and Antioxidant Cream
|
INVIMA
|
NSOC47521-12CO
|
Colombia
|
April 12, 2022
|
||
Protective And Regenerating Cream
|
INVIMA
|
NSOC71701-16CO
|
Colombia
|
April 22, 2023
|
||
Liposome Lightening Cream
|
INVIMA
|
NSOC06456-21CO
|
Colombia
|
June 1, 2028
|
||
Rehydrating And Nutritive Emulsion
|
INVIMA
|
NSOC52972-13CO
|
Colombia
|
April 5, 2023
|
||
Gel
|
INVIMA
|
NSOC86232-18-CO
|
Colombia
|
June 22, 2025
|
||
Serum
|
INVIMA
|
NSOC02984-20CO
|
Colombia
|
November 20, 2027
|
||
Antibacterial Gel
|
INVIMA
|
NSOC99512-20CO
|
Colombia
|
March 25, 2027
|
||
Hypothermal Gel For Firming And Toning Massage
|
INVIMA
|
NSOC52157-13CO
|
Colombia
|
February 7, 2023
|
||
Thermal Gel For Anti-Cellulite And Reducing Massage
|
INVIMA
|
NSOC52154-13CO
|
Colombia
|
February 7, 2023
|
||
Face Cleaner
|
INVIMA
|
NSOC73720-16CO
|
Colombia
|
August 19, 2023
|
||
Foam Cleaner
|
INVIMA
|
NSOC88500-18CO
|
Colombia
|
October 10, 2025
|
||
Mask
|
INVIMA
|
NSOC71907-16CO
|
Colombia
|
May 4, 2023
|
||
Sun Protector With Screen And Solar Filters Spf 60+
|
INVIMA
|
NSOC47416-12CO
|
Colombia
|
April 9, 2022
|
||
Silicone Dermal Recovery
|
INVIMA
|
NSOC79752-17CO
|
Colombia
|
July 7, 2024
|
||
Shampoo
|
INVIMA
|
NSOC86762-18CO
|
Colombia
|
July 25, 2025
|
||
Wet Towel
|
INVIMA
|
NSOC99378-20CO
|
Colombia
|
March 18, 2027
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
||
AINEFLAM
|
Superintendency of Industsry and Commerce
|
505957 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
June 27, 2024
|
|
ALGICRON
|
Superintendency of Industry and Commerce
|
493971 of 2014 on Nice Class 5 (Pharmaceutical products)
|
Colombia
|
May 29, 2014
|
|
BIOCURE
|
Superintendency of Industry and Commerce
|
631482 of 2019 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
October 26, 2029
|
|
CAPSIFLAM
|
Superintendency of Industry and Commerce
|
479172 of 2013 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 12, 2023
|
|
CERIZ T
|
Superintendency of Industry and Commerce
|
501830 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 19, 2014
|
|
CRONOCICAR
|
Superintendency of Industry and Commerce
|
405176 of 2010 on Nice Class 3 (Cosmetics Products)
|
Colombia
|
April 12, 2030
|
CRONODOL MAX
|
Superintendency of Industry and Commerce
|
398866 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
March 07, 2024
|
|
CRONODOL MAX
|
Superintendency of Industry and Commerce
|
681038 of 2021 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
May 10,2031
|
|
CRONODOL FORTE
|
Superintendency of Industry and Commerce
|
488961 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
March 24, 2030
|
|
CRONOGRYP ULTRA
|
Superintendency of Industry and Commerce
|
681037 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
March 19, 2030
|
|
CRONOSURE
|
Superintendency of Industry and Commerce
|
402780 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
May 25, 2030
|
|
CRONOTREX
|
Superintendency of Industry and Commerce
|
411173 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 28, 2030
|
|
CRONOZIT
|
Superintendency of Industry and Commerce
|
411174 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 28, 2030
|
|
CROSIMPAR
|
Superintendency of Industry and Commerce
|
411175 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 28, 2030
|
|
DEXIFEM
|
Superintendency of Industry and Commerce
|
599383 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
July 31, 2028
|
|
DUOMELOC
|
Superintendency of Industry and Commerce
|
592108 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
April 23, 2028
|
|
DUOPLUS
|
Superintendency of Industry and Commerce
|
592107 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
April 23, 2028
|
|
ENDOVIT
|
Superintendency of Industry and Commerce
|
595743 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
March 31, 2024
|
|
ENERBIOVIT
|
Superintendency of Industry and Commerce
|
490055 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
June 22, 2027
|
|
FERROMINERAL
|
Superintendency of Industry and Commerce
|
589837 of 2018 on Nice Class 5 (dietary supplements)
|
Colombia
|
April 3, 2028
|
|
FILOX36
|
Superintendency of Industry and Commerce
|
594262 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
June 22, 2027
|
|
FLAXERD
|
Superintendency of Industry and Commerce
|
594262 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
July 31, 2023
|
Application Date
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
|
FLUMIEL
|
Superintendency of Industry and Commerce
|
411562 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
September 29,
|
|
FYBERCRON
|
Superintendency of Industry and Commerce
|
648911 of 2020 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
May 22, 2030
|
|
GYNECOMB
|
Superintendency of Industry and Commerce
|
592105 of 2018 on Nice Class 5 (antifungal cream)
|
Colombia
|
April 23, 2028
|
|
GASTROBUTINO
|
Superintendency of Industry and Commerce
|
569608 of 2017 on Nice Class 5 (digestives for pharmaceutical use)
|
Colombia
|
June 8, 2027
|
|
HYPERXET
|
Superintendency of Industry and Commerce
|
463683 of 2012 on Nice Class 5 (Pharmaceutical products)
|
Colombia
|
November 29, 2022
|
|
HYDRACRON
|
Superintendency of Industry and Commerce
|
494089 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
May 28, 2024
|
|
IMPROTOP
|
Superintendency of Industry and Commerce
|
477148 of 2013 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 14, 2023
|
|
INFEMOX
|
Superintendency of Industry and Commerce
|
477148 of 2013 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 14, 2023
|
|
INFLAGEL
|
Superintendency of Industry and Commerce
|
486607 of 2012 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
November 28, 2022
|
|
INFLEDOL
|
Superintendency of Industry and Commerce
|
498918 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 11, 2024
|
|
LESFLIS
|
Superintendency of Industry and Commerce
|
546101 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
December 14, 2026
|
|
MAXERIL
|
Superintendency of Industry and Commerce
|
494916 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
June 10, 2024
|
|
METROFUROX
|
Superintendency of Industry and Commerce
|
598965 of 2018 on Nice Class 5 (medicine)
|
Colombia
|
July 25, 2028
|
|
MUCOCISTEIN
|
Superintendency of Industry and Commerce
|
54921 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 01, 2028
|
|
MUCOTAPP
|
Superintendency of Industry and Commerce
|
59595 of 2018 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 17, 2028
|
|
NASORYL
|
Superintendency of Industry and Commerce
|
494091 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
May 28, 2024
|
|
NATURE’S FOOD
|
Superintendency of Industry and Commerce
|
467870 of 2013 on Nice Class 35 (business services)
|
|||
OTOMYC
|
Superintendency of Industry and Commerce
|
492450 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
April 30, 2014
|
|
SILDECRON
|
Superintendency of Industry and Commerce
|
598583 of 2014 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
June 27, 2024
|
|
SOLKREM ULTRA
|
Superintendency of Industry and Commerce
|
464794 of 2012 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
November 21, 2022
|
|
URIFLOX
|
Superintendency of Industry and Commerce
|
631481 of 2019 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
October 26, 2029
|
|
TRICASP CHAMPU
|
Superintendency of Industry and Commerce
|
592105 of 2018 on Nice Class 5 (medical shampoos)
|
Colombia
|
April 23, 2028
|
|
TOXEDRA
|
Superintendency of Industry and Commerce
|
407903 of 2010 on Nice Class 5 (Pharmaceutical Products)
|
Colombia
|
August 11, 2030
|
|
Approved By
|
Certificate Number
|
Country
|
Validity Period (with an Option to Renew)
|
||
STARDOG LOUNGEWEAR
|
Superintendency of Industry and Commerce
|
69482 of 2020 on Nice Class 25 (clothing)
|
Colombia
|
October 29, 2030,
|
|
STARDOG
LOUNGEWEAR
and Design
|
EUTM
|
18285147
|
EU
|
August 5, 2030
|
•
|
The federal physician self-referral law, commonly known as the Stark Law, that generally prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain
“designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit
the entity from billing Medicare or Medicaid for such designated health services.
|
•
|
The federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return
for ordering, leasing, purchasing or recommending or arranging for, or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program,
such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items
or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act.
|
•
|
The criminal healthcare fraud provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act
(“HITECH”), and their implementing regulations (collectively, “HIPAA”), and related rules which prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or
covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a
person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.
|
•
|
The federal False Claims Act, which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or
cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits.
|
•
|
Reassignment of payment rules which prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs.
|
•
|
Similar state law provisions pertaining to anti-kickback, self-referral and false claims issues.
|
•
|
State laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions, or engaging in certain practices such as splitting fees with
physicians.
|
•
|
Laws that regulate debt collection practices as applied to our debt collection practices.
|
•
|
Certain provisions of the Social Security Act that impose criminal penalties on healthcare providers who fail to disclose, or refund known overpayments.
|
•
|
Federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented,
and billed using codes that accurately reflect the type and level of services rendered.
|
•
|
Federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to enroll and participate in the Medicare and Medicaid programs, and to report
certain changes in their operations to the agencies that administer these programs.
|
Regulation:
|
Regulates:
|
|
Law 1787 of 2016
|
Legalizes the use of Cannabis for medical and scientific purposes
|
|
Decree 613 of 2017 modifies Decree 780 of 2016
|
Regulates law 1787 establishing a licensing system and process, defines psychoactive and non-psychoactive cannabis and the quota system for psychoactive cannabis in accordance with Single Convention of
Narcotics of 1961 and amendments
|
|
Decree 811 of 2021
|
Regulates law 1787 and replaces Decree 613 of 2017, modifying the licensing process, adding additional requirements to license applications for psychoactive, non-psychoactive cannabis and use of seeds for
sowing.
|
|
Resolution 577 of 2017 from the Ministry of Justice
|
Regulates the evaluation and control of the following licenses:
a. Seed Use
b. Cultivation of psychoactive plants (High-THC cultivation licence)
c. Cultivation of non-psychoactive plants (Low-THC cultivation licence)
Creates requirement for security protocol
|
|
Resolution 578 of 2017 from the Ministry of Justice
|
Regulates the cost of the following licences:
a. Seed Use
b. Cultivation of psychoactive plants (High-THC cultivation licence)
c. Cultivation of non-psychoactive plants (Low-THC cultivation licence)
|
|
Resolution 579 of 2017 from the Ministry of Justice
|
Establishes that growers that cultivate on a half a hectare area (5,000 square meters) or less are considered small and medium growers and, therefore, may access technical advice, priority allocation of
quotas and purchase of their production by the processor and requires that 10 percent of the total production of the processor must come from a small and medium producers.
|
|
Resolution 2892 of 2017 from the Ministry of Health
|
Regulates the evaluation and control of the Fabrication of Cannabis derivatives (High-THC Production Licence) Provides guidelines for appropriate security protocols for manufacturing cannabis derivatives
including physical security, monitoring, detection, and incident reporting to authorities.
|
|
Resolution 2891 of 2017 from the Ministry of Health
|
Regulates the cost of the High-THC production Licence
|
|
Resolution 1478 of 2006 from the Ministry of Health modified by Resolution 315 of 2020.
|
Regulation of the control, monitoring and surveillance of the import, export, processing, synthesis, manufacture, distribution, dispensing, purchase, sale, destruction and use of controlled substances,
medicines or products containing them and on those which are State Monopoly
|
|
Decree 2200 of 2005 from the Ministry of Health
|
Regulates pharmaceutical services including the Magistral Preparations
|
|
Guidelines for the GEP certification for Magistral Preparations with Cannabis issued the 25 of October 2019 by INVIMA
|
Establishes the requirements for labs to obtain the GEP certification for the fabrication of Magistral Preparations with Cannabis derivatives
|
•
|
Decision 516 of 2002 of the Andean Community of Nations establishes a sanitary regulation for the manufacture and commercialization of Cosmetic Products in the countries of the Andean Community (Bolivia,
Colombia, Ecuador and Peru).
|
•
|
Decree 219 of 1998, which regulates the quality and control of Cosmetic Products.
|
•
|
Law 9 of 1979, which establishes the general framework for health surveillance and control
|
•
|
The lists and provisions issued by the Food & Drug Administration of the United States of America (FDA);
|
•
|
The Personal Care Products Council's cosmetic ingredient listings;
|
•
|
European Union Directives or Regulations governing cosmetic ingredients; and
|
•
|
Cosmetic Ingredient Listings Europe – The Personal Care Association. As long as the governmental entities that are in charge of the regulation, surveillance and sanitary control of cosmetic products,
according to the national legislation of each member country of the Andean Subregion, namely Bolivia, Colombia, Ecuador and Peru do not take a decision under Article 5 of Andean Decision 833 of 2018, member countries shall use the least
restrictive list and the ingredients contained in the European cosmetic (cosing) are permitted in cosmetic products, including the following cannabis ingredients: Cannabis sativa flower extract, Cannabis sativa flower/leaf/stem extract,
Sativa cannabis seed extract, Cannabis Sativa glycer glycertic seed oil-8, Sativa-8 cannabis seed esters, Cannabis Sativa Seedcake, Cannabis Sativa seed powder, Cannabis Sativa stem powder, Hydrolyzed Sativa cannabis seed extract,
Hydrolyzed hemp seed, Cannabidiol extract.
|
Name
|
Position
|
Age
|
||||||
Executive Officers:
|
||||||||
Luis Merchan
|
President and Chief Executive Officer
|
39
|
||||||
Lee Leiderman
|
Chief Financial Officer
|
63
|
||||||
Jason Warnock
|
Chief Revenue Officer
|
49
|
||||||
James Williams
|
VP Corporate Development
|
32
|
||||||
Javier Franco
|
VP Agriculture
|
53
|
||||||
Damian Lopez
|
VP Strategy and Legal
|
38
|
||||||
Matthew Cohen
|
VP U.S. Legal and Business Affairs
|
55
|
||||||
Directors:
|
||||||||
Dr. Bernard Wilson
|
Chairman
|
77
|
||||||
Luis Merchan
|
Director
|
39
|
||||||
Dr. Beverley Richardson
|
Director
|
60
|
||||||
Juan Carlos Gomez Roa
|
Director
|
58
|
||||||
Dr. Annabelle Manalo-Morgan
|
Director
|
37
|
||||||
Marc Mastronardi
|
Director
|
44
|