• 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
• Product liability
• reliance on licenses and authorizations;
•retention and acquisition of skilled personnel;
•risks inherent in an agricultural business;
•supply of cannabis seeds;
•competition;
•legal and regulatory proceedings;
•ability to establish and maintain bank accounts;
•insurance coverage;
•protected areas established by the National System of Protected Areas;
•changes in corporate structure;
•emerging market risks; and global economy risks.
|
(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.
|
(1) |
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) |
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) |
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) |
Nourishing mask: The nourishing mask is designed to rejuvenate your skin and deliver an alluring glow. Special ingredients include CBD and sacha inchi oil.
|
•
|
White Label: development and production of brands for businesses.
|
•
|
Custom Formulas: specific customized needs for patients and consumers.
|
•
|
Dermo cosmetic products: intended for plastic surgeons, cosmetic surgeons, dermatologists and clinicians in other specialties.
|
•
|
Private Label: brands developed for our intra-company divisions and spa products intended for beauticians and beauty treatment professionals for beauty treatments such as weight reduction and skin appearance
improvement.
|
•
|
Bottling and Packaging Services: to maximize idle time and laboratory output.
|
• |
Our Partnerships with Laura Londono and Paulina Vega, well known celebrities in Colombia and Latin America;
|
• |
Following our planned commercial production CBD, we anticipate using CBD in our products as opposed to purchasing which gives us access to high quality lower-priced CBD;
|
• |
Synergies associated with producing our products out of our recently acquired Quipropharma laboratory; and
|
• |
Our strong distribution relationships in Colombia for the product categories Flora offers.
|
• |
Our emerging business producing products in Colombia at a low cost and exporting to US;
|
• |
Strength of the dollar compared to Colombian peso;
|
• |
Our 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.
|
• |
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 fal0se 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
|
|
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
|
•
|
a prospectus to be used for an initial public offering of 3,333,333 common shares of the Company as well as up to an additional 500,000 common shares if the underwriters exercise their over-allotment option;
and
|
•
|
a prospectus to be used for the resale of selling shareholders of 1,315,000 common shares of the Company and up to 658,000 common shares of the underlying warrants of the Company.
|
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)
|
Year ended December 31, 2020
|
For the period from March 13, 2019 (inception) to December 31, 2019
|
||||||
Cash from operating activities
|
$
|
(8,421
|
)
|
$
|
(454
|
)
|
||
Cash from financing activities
|
$
|
25,816
|
$
|
1,005
|
||||
Cash from investing activities
|
$
|
(2,164
|
)
|
$
|
(431
|
)
|
||
Effect of exchange rate change
|
$
|
152
|
$
|
20
|
||||
Change in cash during the period
|
$
|
15,383
|
$
|
140
|
||||
Cash, beginning of period
|
$
|
140
|
$
|
-
|
||||
Cash, end of period
|
$
|
15,523
|
$
|
140
|
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
|
$
|
-
|
Name | Position | Age | Term of Office |
Approximate hours per weekfor part-time employees
|
Executive Officers:
|
||||
Luis Merchan
|
President and Chief Executive Officer
|
39
|
December 2020-Present
|
N/A
|
Deborah Battiston
|
Chief Financial Officer
|
62
|
March 2019 – Present
|
30
|
Orlando Bustos
|
VP Strategic Finance and FP&A
|
32
|
March 2019 – Present
|
20
|
James Williams
|
VP Corporate Development
|
31
|
April 2020- Present
|
N/A
|
Javier Franco
|
VP Agriculture
|
52
|
June 2019 – Present
|
N/A
|
Damian Lopez
|
VP Strategy and Legal
|
36
|
March 2019 – Present
|
30
|
Aaron Atin
|
Corporate Secretary
|
37
|
January 2021-Present
|
20
|
Evan Veryard
|
VP Investor Relations
|
27
|
April 2020- Present
|
15
|
Directors:
|
||||
Dr. Bernard Wilson
|
Executive Chaiman
|
77
|
November 2020-Present
|
N/A
|
Luis Merchan
|
Director/ President and Chief Executive
|
39
|
December 2020-Present
|
N/A
|
Stan Bharti
|
Director
|
68
|
March 2019 – Present
|
N/A
|
Juan Carlos Gomez Roa
|
Director
|
68
|
December 2020-Present
|
N/A
|
Dr. Beverly Richardson
|
Director
|
60
|
December 2020-Present
|
N/A
|
• |
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
• |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the
bankruptcy filing or within two years prior to that time;
|
• |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise
limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
• |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated;
|
• |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private
litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity; or
|
• |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with
a member.
|
Name
|
Fees earned or paid in cash
|
Stock awards
|
Option awards(1)
|
Non-equity incentive plan compensation
|
Change in pension value and nonqualified deferred compensation earnings
|
All other compensation
|
Total
|
|||||||||||||||||||||
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||
Executive Officers:
|
||||||||||||||||||||||||||||
Damian Lopez
|
$
|
435,745
|
-
|
$
|
-
|
-
|
-
|
-
|
$
|
435,745
|
||||||||||||||||||
Deborah Battiston
|
$
|
137,149
|
-
|
$
|
-
|
-
|
-
|
-
|
$
|
137,149
|
||||||||||||||||||
Orlando Bustos
|
$
|
52,305
|
-
|
$
|
-
|
-
|
-
|
-
|
$
|
52,305
|
||||||||||||||||||
Javier Franco
|
$
|
59,432
|
-
|
-
|
-
|
-
|
-
|
59,432
|
||||||||||||||||||||
Luis Merchan
|
$
|
200,500
|
$
|
2,560,000
|
$
|
917,805
|
-
|
-
|
-
|
3,678,305
|
||||||||||||||||||
Evan Veryard
|
$
|
24,799
|
-
|
$
|
45,921
|
-
|
-
|
-
|
70,720
|
|||||||||||||||||||
Directors:
|
||||||||||||||||||||||||||||
Stan Bharti
|
$
|
1,111,915
|
-
|
-
|
-
|
-
|
-
|
$
|
1,111,915
|
|||||||||||||||||||
Damian Lopez(2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Fred Leigh
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||
William Steers(3)
|
-
|
-
|
$
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||||||||||
Dr. Beverly Richardson
|
-
|
-
|
$
|
229,604
|
-
|
-
|
-
|
$
|
229,604
|
|||||||||||||||||||
Dr. Bernard Wilson
|
-
|
-
|
$
|
229,604
|
-
|
-
|
-
|
$
|
229,604
|
|||||||||||||||||||
Juan Carlos Gomez
|
-
|
$
|
229,604
|
-
|
-
|
-
|
$
|
229,604
|
(1) |
Option awards are based on the Black-Scholes option valuation model.
|
(2) |
Damian Lopez is a former director of the Company and resigned from the Board in December 2020.
|
(3) |
William Steers is a former director of the Company and resigned from the Board in December 2020.
|
Name and Address of
Beneficial Owner
|
Amount
and Nature of
Beneficial Ownership
|
Amount and Nature of Beneficial Ownership Acquirable
|
Percent
of Class(1)
|
|||
Directors and Officers:
|
||||||
All executive officers and directors as a group
|
20,126,400 shares
|
13,125,000 shares(2)
|
28.6%(2)
|
|||
Greater than 10% Securityholders:
|
||||||
None
|
Page Number
|
Description
|
|
F-1
|
Audited Consolidated Financial Statements of Flora Growth Corp. for the Year Ended December 31, 2020 and for the Period from Incorporation on March 13, 2019 to December 31, 2019 (expressed in thousands united states dollars)
|
|
F-2
|
Independent Auditors’ Report
|
|
F-3
|
Consolidated Statements of Financial Position as of December 31, 2020 and December 31, 2019 (expressed in thousands of United States dollars)
|
|
F-4
|
Consolidated Statement of Loss and Comprehensive Loss for the Year Ended December 31, 2020 and for the Period from Incorporation on March 13, 2019 to December31, 2019 (expressed in thousands of United States dollars except for per share
amounts)
|
|
F-5
|
Consolidated Statement of Changes in Shareholders’ Equity (Deficiency) for the Year Ended December 31, 2020 and for the Period from Incorporation on March 13,2019 to December 31, 2019 (expressed in thousands of United States dollars)
|
|
F-6
|
Consolidated Statement of Cash Flows for the Year Ended December 31, 2020 and for the Period from Incorporation on March 13, 2019 to December 31, 2019 (expressed in thousands of United States dollars)
|
|
F-7
|
Notes to the Audited Consolidated Financial Statements for the Year Ended December 31, 2020 and for the Period from Incorporation on March 13, 2019 to December 31, 2019 (expressed in thousands of United States dollars except for per share
amounts)
|
Flora Growth Corp.
|
||||||||
Consolidated Statements of Financial Position
|
||||||||
(in thousands of United States dollars, except per share amounts which are in thousands of shares)
|
||||||||
As at December 31,
|
2020
|
2019
|
||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$
|
15,523
|
$
|
140
|
||||
Trade and amounts receivable (Note 5)
|
922
|
20
|
||||||
Loans receivable and advances (Note 6)
|
302
|
91
|
||||||
Prepaid expenses
|
347
|
210
|
||||||
Inventory (Note 7)
|
540
|
-
|
||||||
Total current assets
|
17,634
|
461
|
||||||
Non-current
|
||||||||
Property, plant and equipment (Note 8)
|
411
|
144
|
||||||
Right of use assets (Note 8)
|
318
|
291
|
||||||
Intangible asset (Note 10)
|
658
|
277
|
||||||
Goodwill (Note 10)
|
431
|
-
|
||||||
Total assets
|
$
|
19,452
|
$
|
1,173
|
||||
LIABILITIES
|
||||||||
Current
|
||||||||
Trade payables and accrued liabilities (Note 17)
|
$
|
1,809
|
$
|
1,149
|
||||
Amounts payable to vendors on business combinaitons (Note 9)
|
605
|
-
|
||||||
Loans payable (Note 11)
|
-
|
1,030
|
||||||
Current portion of long term debt (Note 13)
|
251
|
-
|
||||||
Current portion of lease liability (Note 12)
|
78
|
53
|
||||||
Total current liabilities
|
2,743
|
2,232
|
||||||
Non-current
|
||||||||
Non-current debt (Note 13)
|
69
|
-
|
||||||
Non-current lease liability (Note 12)
|
251
|
246
|
||||||
Deferred tax (Note 20)
|
139
|
-
|
||||||
Total liabilities
|
3,202
|
2,478
|
||||||
SHAREHOLDERS' EQUITY (DEFICIENCY)
|
||||||||
Share capital (Note 14(b))
|
27,254
|
1,400
|
||||||
Options (Note 15)
|
2,396
|
86
|
||||||
Warrants (Note 16)
|
3,961
|
21
|
||||||
Accumulated other comprehensive income
|
39
|
23
|
||||||
Deficit
|
(17,287
|
)
|
(2,824
|
)
|
||||
Non-controlling interest
|
(113
|
)
|
(11
|
)
|
||||
Total Shareholders' equity (deficiency)
|
16,250
|
(1,305
|
)
|
|||||
Total liabilities and shareholders' equity (deficiency)
|
$
|
19,452
|
$
|
1,173
|
Flora Growth Corp.
|
||||||||
Consolidated Statements of Loss and Comprehensive Loss
|
||||||||
(in thousands of United States dollars, except per share amounts which are in thousands of shares)
|
||||||||
For the year ended
December 31, 2020
|
For the period from incorporation (March 13, 2019)
to December 31, 2019
|
|||||||
Revenue (Note 23)
|
$
|
106
|
$
|
-
|
||||
Cost of sales
|
35
|
-
|
||||||
Gross Profit
|
$
|
71
|
$
|
-
|
||||
Expenses
|
||||||||
Consulting and management fees (Note 14(b) and 17)
|
$
|
4,752
|
$
|
2,001
|
||||
Professional fees
|
794
|
183
|
||||||
General and administrative
|
1,400
|
175
|
||||||
Travel expenses
|
428
|
306
|
||||||
Share based compensation (Note 15)
|
4,901
|
107
|
||||||
Depreciation and amortization (Notes 8 and 10)
|
113
|
26
|
||||||
Research and development
|
78
|
21
|
||||||
Foreign exchange loss
|
20
|
6
|
||||||
Total expenses
|
12,486
|
2,825
|
||||||
Loss before the undernoted items
|
(12,415
|
)
|
(2,825
|
)
|
||||
Goodwill impairment (Note 10)
|
1,816
|
-
|
||||||
Interest expense
|
30
|
19
|
||||||
Transaction costs (Note 9)
|
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
|
)
|
||
Net loss attributable to:
|
||||||||
Flora Growth Corp.
|
$
|
(14,170
|
)
|
$
|
(2,824
|
)
|
||
Non-controlling interests
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||
Comprehensive loss attributable to:
|
||||||||
Flora Growth Corp.
|
$
|
(14,186
|
)
|
$
|
(2,801
|
)
|
||
Non-controlling interests
|
$
|
(164
|
)
|
$
|
(20
|
)
|
||
Basic and diluted loss per share attributable to Flora Growth Corp.
|
$
|
(0.16
|
)
|
$
|
(0.06
|
)
|
||
Weighted average number of common shares
outstanding (thousands)- basic and diluted (Note 19)
|
89,704
|
44,676
|
Flora Growth Corp.
|
||||||||
Consolidated Statements of Shareholders' Equity (Deficiency)
|
||||||||
(in thousands of United States dollars, except per share amounts which are in thousands of shares)
|
||||||||
Common Shares
(thousands)
|
Options
|
Warrants
|
Accumulated other comprehensive loss
|
Accumulated Deficit
|
Non-Controlling interest (Deficiency)
|
Shareholders' Equity (Deficiency)
|
||
#
|
$
|
$
|
$
|
$
|
$
|
$
|
||
Balance, March 13, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Incorporation share
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Common shares issued (Note 14(b))
|
70,000
|
1,400
|
-
|
-
|
-
|
-
|
-
|
1,400
|
Options issued (Note 15)
|
-
|
-
|
86
|
-
|
-
|
-
|
-
|
86
|
Warrants issued (Note 16)
|
-
|
-
|
-
|
21
|
-
|
-
|
21
|
|
Acquisition of Cosechemos (Note 9)
|
-
|
-
|
-
|
-
|
-
|
-
|
9
|
9
|
Other comprehensive loss - exchange differences on foreign operations
|
-
|
-
|
-
|
-
|
23
|
-
|
-
|
23
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(2,824)
|
(20)
|
(2,844)
|
Balance, December 31, 2019
|
70,000
|
1,400
|
86
|
21
|
23
|
(2,824)
|
(11)
|
(1,305)
|
Balance, December 31, 2019
|
70,000
|
1,400
|
86
|
21
|
23
|
(2,824)
|
(11)
|
(1,305)
|
Regulation A Offering (Note 14(b))
|
40,000
|
25,605
|
-
|
4,395
|
-
|
-
|
-
|
30,000
|
Share issuance costs (Note 14(b))
|
-
|
(2,652)
|
-
|
(455)
|
-
|
-
|
-
|
(3,107)
|
Common shares issued for services (Note 14(b))
|
4,000
|
2,560
|
-
|
-
|
-
|
-
|
-
|
2,560
|
Common shares issued for acquisitions (Note 14(b))
|
475
|
304
|
-
|
-
|
-
|
(317)
|
62
|
49
|
Options exercised
|
600
|
37
|
(7)
|
-
|
-
|
-
|
-
|
30
|
Options issued (Note 15)
|
-
|
-
|
2,341
|
-
|
-
|
-
|
-
|
2,341
|
Options expired
|
-
|
-
|
(24)
|
-
|
-
|
24
|
-
|
-
|
Other comprehensive loss - exchange differences on foreign operations
|
-
|
-
|
-
|
-
|
16
|
-
|
-
|
16
|
Loss for the year
|
-
|
-
|
-
|
-
|
(14,170)
|
(164)
|
(14,334)
|
|
Balance, December 31, 2020
|
115,075
|
27,254
|
2,396
|
3,961
|
39
|
(17,287)
|
(113)
|
16,250
|
Flora Growth Corp.
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
(in thousands of United States dollars, except per share amounts which are in thousands of shares)
|
||||||||
Year ended Decemer 31, 2020
|
For the period from incorportion (March 13, 2019) to December 31, 2019
|
|||||||
CASH FROM OPERATING ACTIVITIES:
|
||||||||
Net loss for the period
|
$
|
(14,334
|
)
|
$
|
(2,844
|
)
|
||
Items not involving cash:
|
||||||||
Share-based compensation (Notes 14(b) & 15)
|
4,901
|
107
|
||||||
Goodwill impairment (Note 10)
|
1,816
|
-
|
||||||
Bonus paid in shares (Note 14(b))
|
-
|
1,400
|
||||||
Loans settled with services (Note 6)
|
71
|
|||||||
Depreciation and amortization (Notes 8 and 10)
|
113
|
26
|
||||||
Accrued interest on loans receivable (Note 6)
|
(54
|
)
|
-
|
|||||
Accrued interest on loans payable (Note 11)
|
13
|
20
|
||||||
(7,474
|
)
|
(1,291
|
)
|
|||||
Net change in non‑cash working capital
|
||||||||
Trade and other receivables
|
(543
|
)
|
(19
|
)
|
||||
Inventory
|
(55
|
)
|
-
|
|||||
Prepaid expenses
|
(26
|
)
|
(170
|
)
|
||||
Trade payables and accrued liabilities
|
(323
|
)
|
1,026
|
|||||
(947
|
)
|
837
|
||||||
Net cash flows from operating activities
|
(8,421
|
)
|
(454
|
)
|
||||
CASH FROM FINANCING ACTIVITIES:
|
||||||||
Regulation A Offering (Note 14(b))
|
30,000
|
-
|
||||||
Unit issue costs (Note 14(b))
|
(3,107
|
)
|
-
|
|||||
Exercise of options (Note 14(b))
|
30
|
-
|
||||||
Repayments of lease liaility (Note 12)
|
(64
|
)
|
(5
|
)
|
||||
Loans received (Note 11)
|
6
|
1,010
|
||||||
Interest paid (Note 11)
|
(33
|
)
|
-
|
|||||
Loan repayments (Note 11)
|
(1,016
|
)
|
-
|
|||||
Net cash flows from financing activities
|
25,816
|
1,005
|
||||||
CASH FROM INVESTING ACTIVITIES:
|
||||||||
Loans provided (Notes 6 and 9)
|
(2,200
|
)
|
(390
|
)
|
||||
Repayment of loans provided (Note 6)
|
1,000
|
-
|
||||||
Acquisition of equipment (Note 8)
|
(234
|
)
|
(140
|
)
|
||||
Business and asset Acquisitions (Note 9)
|
(730
|
)
|
99
|
|||||
Net cash flow from investing activities
|
(2,164
|
)
|
(431
|
)
|
||||
Effect of exchange rate change
|
152
|
20
|
||||||
CHANGE IN CASH DURING THE PERIOD
|
15,383
|
140
|
||||||
CASH, beginning of the period
|
140
|
-
|
||||||
CASH, end of the period
|
$
|
15,523
|
$
|
140
|
||||
Supplementary information
|
||||||||
Interest paid
|
$
|
33
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non-cash consideration on acquisition of minority interests
|
$
|
304
|
$
|
-
|
Subsidiaries
|
Country of incorporation
|
Ownership
|
Functional currency
|
Cosechemos YA S.A.S.
|
Colombia
|
90%
|
Colombian Peso (COP)
|
Flora Growth Corp. Sucursal Colombia
|
Colombia
|
100%
|
Colombian Peso (COP)
|
Hemp Textiles & Co. LLC
|
United States
|
100%
|
United States Dollar (USD)
|
Hemp Textiles & Co. S.A.S.
|
Colombia
|
100%
|
Colombian Peso (COP)
|
Flora Beauty LLC
|
United States
|
87%
|
United States Dollar (USD)
|
Flora Beauty LLC Sucursal Colombia
|
Colombia
|
100%
|
Colombian Peso (COP)
|
Kasa Wholefoods Company S.A.S.
|
Colombia
|
90%
|
Colombian Peso (COP)
|
Kasa Wholefoods Company LLC
|
United States
|
90%
|
United States Dollar (USD)
|
Grupo Farmaceutico Cronomed S.A.S.
|
Colombia
|
100%
|
Colombian Peso (COP)
|
Labcofarm Laboratorios S.A.S.
|
Colombia
|
100%
|
Colombian Peso (COP)
|
Breeze Laboratory S.A.S.
|
Colombia
|
90%
|
Colombian Peso (COP)
|
December 31, 2020
|
December 31, 2019
|
|||||||
Trade accounts receivable
|
$
|
254
|
$
|
-
|
||||
HST receivable
|
459
|
19
|
||||||
Amounts receivables
|
209
|
1
|
||||||
Total
|
$
|
922
|
$
|
20
|
2020
|
2019
|
|||||||
|
$ |
|
$ |
|||||
Raw materials and supplies - Pharmaceuticals and nutraceuticals
|
174
|
|||||||
Raw materials and supplies - Textile produts
|
8
|
-
|
||||||
Total raw materials and supplies
|
182
|
-
|
||||||
Finished goods - Beauty products
|
18
|
|||||||
Finished goods - Textiles products
|
37
|
|||||||
Finished goods - Pharmaceuticals and nutraceuticals
|
274
|
|||||||
Finished goods - Beverages and food products
|
29
|
|||||||
Total finished goods
|
358
|
|||||||
Total
|
540
|
-
|
Cost
|
Construction in progress
$
|
Machinery and Office equipment
$
|
Vehicle
$
|
Land
$
|
Subtotal
$
|
Right of use assets
$
|
Total
$
|
|||||||||||||||||||||
As at March 13, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Additions
|
99
|
1
|
40
|
-
|
140
|
-
|
140
|
|||||||||||||||||||||
Asset acquisition (Note 9)
|
-
|
1
|
-
|
-
|
1
|
288
|
289
|
|||||||||||||||||||||
Foreign exchange translation
|
4
|
-
|
1
|
-
|
5
|
18
|
23
|
|||||||||||||||||||||
Cost as at December 31, 2019
|
103
|
2
|
41
|
-
|
146
|
306
|
452
|
|||||||||||||||||||||
Additions
|
35
|
77
|
-
|
122
|
234
|
-
|
234
|
|||||||||||||||||||||
Business combinations (Note 9)
|
-
|
41
|
-
|
-
|
41
|
85
|
126
|
|||||||||||||||||||||
Foreign exchange translation
|
(2
|
)
|
10
|
(2
|
)
|
9
|
15
|
(12
|
)
|
3
|
||||||||||||||||||
Cost as at December 31, 2020
|
136
|
130
|
39
|
131
|
436
|
379
|
815
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||||||||||
As at March 13, 2019
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Depreciation
|
-
|
(2
|
)
|
-
|
-
|
(2
|
)
|
(13
|
)
|
(15
|
)
|
|||||||||||||||||
Foreign exchange translation
|
-
|
-
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||||||||
Accumulated depreciation as at December 31, 2019
|
-
|
(2
|
)
|
-
|
-
|
(2
|
)
|
(15
|
)
|
(17
|
)
|
|||||||||||||||||
Depreciation
|
-
|
(14
|
)
|
(4
|
)
|
-
|
(18
|
)
|
(42
|
)
|
(60
|
)
|
||||||||||||||||
Foreign exchange translation
|
-
|
(5
|
)
|
-
|
-
|
(5
|
)
|
(4
|
)
|
(9
|
)
|
|||||||||||||||||
Accumulated depreciation as at December 31, 2020
|
-
|
(21
|
)
|
(4
|
)
|
-
|
(25
|
)
|
(61
|
)
|
(86
|
)
|
||||||||||||||||
Net book value
|
||||||||||||||||||||||||||||
As at December 31, 2019
|
103
|
-
|
41
|
-
|
144
|
291
|
435
|
|||||||||||||||||||||
As at December 31, 2020
|
136
|
109
|
35
|
131
|
411
|
318
|
729
|
|||||||||||||||||||||
|
$ |
|||
Current assets
|
221
|
|||
Property and equipment
|
1
|
|||
Right of use asset
|
288
|
|||
Intangible asset
|
272
|
|||
Trade and other payables
|
(104
|
)
|
||
Loans payable to Flora Growth Corp.
|
(299
|
)
|
||
Lease liability
|
(290
|
)
|
||
Non-controlling interest
|
(9
|
)
|
||
Total consideration paid
|
80
|
|
$ |
|||
Current assets
|
563
|
|||
Property and equipment
|
9
|
|||
Right of use asset
|
85
|
|||
Intangible asset
|
311
|
|||
Goodwill
|
728
|
|||
Trade and other payables
|
(300
|
)
|
||
Long term debt
|
(186
|
)
|
||
Amounts payable to Flora Growth Corp. consolidated group
|
(30
|
)
|
||
Lease liability
|
(92
|
)
|
||
Deferred income tax
|
(96
|
)
|
||
Total consideration paid
|
992
|
|
$ |
|||
Current assets
|
331
|
|||
Property and equipment
|
9
|
|||
Intangible asset
|
48
|
|||
Goodwill
|
834
|
|||
Trade and other payables
|
(246
|
)
|
||
Long term debt
|
(107
|
)
|
||
Amounts payable to Flora Growth Corp. consolidated group
|
(591
|
)
|
||
Deferred income tax
|
(15
|
)
|
||
Non-controlling interest
|
(27
|
)
|
||
Total consideration paid
|
236
|
$ |
||||
Current assets
|
214
|
|||
Property and equipment
|
23
|
|||
Intangible asset
|
89
|
|||
Goodwill
|
685
|
|||
Trade and other payables
|
(430
|
)
|
||
Long term debt
|
(27
|
)
|
||
Amounts payable to Flora Growth Corp. consolidated group
|
(297
|
)
|
||
Deferred income tax
|
(28
|
)
|
||
Non-controlling interest
|
(23
|
)
|
||
Total consideration paid
|
206
|
Licenses
|
Customer relationships
|
Trademarks and brands
|
Goodwill
|
Total
|
||||||||||||||||
Cost
|
||||||||||||||||||||
At March 13, 2019
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Acquired through asset acquistion (Note 9)
|
272
|
-
|
-
|
-
|
272
|
|||||||||||||||
At December 31, 2019
|
$
|
272
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
272
|
||||||||||
Accumulated Amortization
|
||||||||||||||||||||
At March 13, 2019
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Additions
|
11
|
-
|
-
|
-
|
11
|
|||||||||||||||
At December 31, 2019
|
$
|
11
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
11
|
||||||||||
Foreign Currency translation
|
16
|
-
|
-
|
-
|
16
|
|||||||||||||||
Net book value at December 31, 2019
|
$
|
277
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
277
|
||||||||||
Licenses
|
Customer relationships
|
Trademarks and brands
|
Goodwill
|
Total
|
||||||||||||||||
Cost
|
||||||||||||||||||||
At January 1, 2020
|
$
|
272
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
272
|
||||||||||
Acquired through business combinations (Note 9)
|
138
|
189
|
121
|
2,247
|
2,695
|
|||||||||||||||
Impairment
|
-
|
-
|
-
|
(1,816
|
)
|
(1,816
|
)
|
|||||||||||||
At December 31, 2020
|
$
|
410
|
$
|
189
|
$
|
121
|
$
|
431
|
$
|
1,151
|
||||||||||
Accumulated Amortization
|
||||||||||||||||||||
At January 1, 2020
|
$
|
11
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
11
|
||||||||||
Additions
|
53
|
-
|
-
|
-
|
53
|
|||||||||||||||
At December 31, 2020
|
$
|
64
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
64
|
||||||||||
Foreign Currency translation
|
2
|
-
|
-
|
-
|
2
|
|||||||||||||||
Net book value at December 31, 2020
|
$
|
348
|
$
|
189
|
$
|
121
|
$
|
431
|
$
|
1,089
|
Below is a reconciliation of changes in the goodwill balance for the year ended December 31, 2020:
|
||||||||||||||||
Cronomed
|
Breeze
|
Kasa
|
Total
|
|||||||||||||
As at January 1, 2020
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Acquired through business combinations (Note 9)
|
728
|
685
|
834
|
2,247
|
||||||||||||
Impairment
|
(348
|
)
|
(685
|
)
|
(783
|
)
|
(1,816
|
)
|
||||||||
As at December 31, 2020
|
$
|
380
|
$
|
-
|
$
|
51
|
$
|
431
|
As at March 13, 2019
|
$
|
-
|
||
Acquisition of lease
|
290
|
|||
Lease payments
|
(9
|
)
|
||
Interest expense on lease liability
|
4
|
|||
Foreign currency translation
|
14
|
|||
As at December 31, 2019
|
$
|
299
|
||
Lease payments
|
(64
|
)
|
||
Interest expense on lease liability
|
13
|
|||
Foreign currency translation
|
(13
|
)
|
||
Acquisition of lease
|
94
|
|||
As at December 31, 2020
|
$
|
329
|
||
Current portion
|
78
|
|||
Long term portion
|
$
|
251
|
Less than one year
|
$
|
107
|
||
One to five years
|
288
|
|||
395
|
||||
Effect of discounting
|
(66
|
)
|
||
329
|
||||
Potential exposure on extension option (over 5 years) (i)
|
$
|
350
|
The following is the continuity of the credit facility for the year ended December 31, 2020:
|
||||
|
$ |
|||
Balance, January 1, 2020
|
-
|
|||
Acquired upon business combinations (Note 9)
|
320
|
|||
Balance, December 31, 2020
|
320
|
|||
Current
|
251
|
|||
Long term
|
69
|
The maturity analysis of the undiscounted contractual balances of the long term debt is as follows:
|
||||
Less than one year
|
269
|
|||
One to five years
|
51
|
|||
320
|
a.
|
Authorized
|
b.
|
Common shares issued
|
|
Number of shares (thousands)
|
Stated value
$
|
||||||
Balance, March 13, 2019
|
-
|
$
|
-
|
|||||
Incorporation share
|
-
|
-
|
||||||
Bonus shares
|
70,000
|
1,400
|
||||||
Balance, December 31, 2019
|
70,000
|
$
|
1,400
|
|||||
Regulation A Offering
|
40,000
|
25,605
|
||||||
Share issuance costs
|
-
|
(2,652
|
)
|
|||||
Stock options exercised
|
600
|
37
|
||||||
Shares issued services
|
4,000
|
2,560
|
||||||
Shares issued acquisitions (Note 9)
|
475
|
304
|
||||||
Balance, December 31, 2020
|
115,075
|
$
|
27,254
|
|
Number of
options
|
Weighted average
exercise price
|
Balance, March 13, 2019
|
-
|
$ -
|
Granted
|
7,000
|
0.05
|
|
|
|
Balance, December 31, 2019
|
7,000
|
$ 0.05
|
Granted
|
5,100
|
0.75
|
Exercised
|
(600)
|
0.05
|
Expired
|
(117)
|
0.35
|
Balance, December 31, 2020
|
11,383
|
$ 0.36
|
Date
|
Options
|
Options
|
Exercise
|
Grant date
|
Remaining life
|
|||||||||||||||
of expiry
|
outstanding
|
exercisable
|
price
|
fair value
|
in years
|
|||||||||||||||
June 28, 2024
|
6,333
|
6,333
|
$
|
0.05
|
$
|
78
|
3.49
|
|||||||||||||
April 23,2025
|
750
|
750
|
$
|
0.75
|
344
|
4.31
|
||||||||||||||
July 6, 2025
|
550
|
550
|
$
|
0.75
|
252
|
4.52
|
||||||||||||||
July 31, 2025
|
50
|
50
|
$
|
0.75
|
23
|
4.58
|
||||||||||||||
September 8, 2025
|
200
|
200
|
$
|
0.75
|
92
|
4.69
|
||||||||||||||
November 4, 2025
|
2,000
|
2,000
|
$
|
0.75
|
918
|
4.85
|
||||||||||||||
December 16, 2025
|
1,500
|
1,500
|
$
|
0.75
|
689
|
4.96
|
||||||||||||||
11,383
|
11,383
|
$
|
0.36
|
$
|
2,396
|
4.05
|
Risk-free annual interest rate
|
0.40%
|
||
Current stock price
|
$0.64
|
||
Expected annualized volatility
|
100%
|
||
Expected life (years)
|
5
|
||
Expected annual dividend yield
|
0%
|
||
Exercise price
|
$0.75
|
Risk-free annual interest rate
|
1.39%
|
||
Current stock price
|
$0.02
|
||
Expected annualized volatility
|
100%
|
||
Expected life (years)
|
5
|
||
Expected annual dividend yield
|
0%
|
||
Exercise price
|
$0.05
|
|
Number of warrants
(thousands)
|
Weighted average exercise price
|
||||||
Balance, March 13, 2019
|
-
|
$
|
-
|
|||||
Granted
|
7,000
|
0.05
|
||||||
Balance, December 31, 2019
|
7,000
|
$
|
0.05
|
|||||
Granted (Note 15(b))
|
20,000
|
1.00
|
||||||
Balance, December 31, 2020
|
27,000
|
$
|
0.75
|
Date of expiry
|
Warrants
outstanding
|
Exercise
price
|
Grant date
fair value
|
Remaining life
in years
|
||||||||||||
March 15, 2022
|
7,000
|
$
|
0.05
|
$
|
21
|
1.20
|
||||||||||
July 23, 2021- June 29, 2022
|
20,000
|
$
|
1.00
|
$
|
4,395
|
0.98
|
||||||||||
27,000
|
$
|
0.75
|
$
|
4,416
|
1.07
|
|
Year ended December 31, 2020
|
Period from incorporation on March 13, 2019 to December 31, 2019
|
||||||
Directors & officers’ compensation
|
$
|
1,938
|
$
|
557
|
||||
Share-based payments
|
4,167
|
68
|
||||||
|
$
|
6,105
|
$
|
625
|
December 31, 2020
|
|
Stock options (Note 15)
|
11,383
|
Warrants (Note 16)
|
27,000
|
38,383
|
2020
$
|
2019
$
|
|||||||
(Loss) before income taxes
|
(14,334
|
)
|
(2,844
|
)
|
||||
Expected income tax recovery based on statutory rate
|
(3,798
|
)
|
(754
|
)
|
||||
Adjustment to expected income tax recovery:
|
||||||||
Share based compensation
|
1,299
|
23
|
||||||
Impairment
|
481
|
|||||||
Change in statutory, foreign tax, foreign exchange rates and other
|
(795
|
)
|
(90
|
)
|
||||
Change in benefit of tax assets not recognized and others
|
2,813
|
821
|
||||||
Deferred income tax provision (recovery)
|
-
|
-
|
||||||
Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.
|
||||||||
2020
$
|
2019
$
|
|||||||
Intangible assets
|
139
|
-
|
||||||
Deferred income tax liability
|
139
|
-
|
||||||
Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:
|
||||||||
Non-capital loss carry-forwards - Canada
|
9,079
|
2,577
|
||||||
Share issue costs - Canada
|
2,486
|
-
|
||||||
Non-capital loss carry-forwards – USA
|
293
|
-
|
||||||
Non-capital loss carry-forwards - Colombia
|
2,709
|
343
|
||||||
Total
|
14,567
|
2,920
|
December 31, 2020
|
CAD
|
COP
|
EUR
|
|||||||||
Cash
|
$
|
1,839
|
889,204
|
$
|
118
|
|||||||
Amounts receivable
|
594
|
1,478,432
|
-
|
|||||||||
Prepaid expenses
|
-
|
1,171,419
|
-
|
|||||||||
Trade payables
|
(581
|
)
|
(4,032,077
|
)
|
-
|
|||||||
Accrued liabilities
|
(120
|
)
|
-
|
-
|
||||||||
Lease liability
|
-
|
(1,126,542
|
)
|
-
|
||||||||
Long term debt
|
-
|
(1,098,081
|
)
|
-
|
||||||||
$
|
1,732
|
(2,717,645
|
)
|
118
|
December 31, 2019
|
CAD
|
COP
|
||||||
Cash
|
$
|
-
|
523,677
|
|||||
Amounts receivable
|
19
|
5,115
|
||||||
Trade payables
|
(385
|
)
|
(247,758
|
)
|
||||
Accrued liabilities
|
(791
|
)
|
-
|
|||||
Lease liability
|
-
|
(978,465
|
)
|
|||||
$
|
(1,157
|
)
|
(697,431
|
)
|
For the year ended December 31, 2020
|
Cannabis growth and derivative production
$
|
Beauty product
$
|
Hemp industries
$
|
Corporate
$
|
Total
$
|
|||||||||||||||
Revenue
|
-
|
78
|
28
|
-
|
106
|
|||||||||||||||
Cost of Sales
|
-
|
31
|
4
|
-
|
35
|
|||||||||||||||
Gross profit
|
-
|
47
|
24
|
-
|
71
|
|||||||||||||||
Expenses
|
||||||||||||||||||||
Consulting and management fees (Note 14(b) and 17)
|
262
|
437
|
69
|
3,984
|
4,752
|
|||||||||||||||
Professional fees
|
77
|
3
|
2
|
712
|
794
|
|||||||||||||||
General and administrative
|
102
|
414
|
78
|
806
|
1,400
|
|||||||||||||||
Travel expenses
|
14
|
60
|
-
|
354
|
428
|
|||||||||||||||
Share based compensation (Note 15)
|
-
|
-
|
-
|
4,901
|
4,901
|
|||||||||||||||
Depreciation and amortization (Notes 8 and 10)
|
120
|
1
|
-
|
-
|
121
|
|||||||||||||||
Research and development
|
78
|
-
|
-
|
-
|
78
|
|||||||||||||||
Foreign exchange loss
|
(57
|
)
|
-
|
-
|
69
|
12
|
||||||||||||||
Total expenses
|
596
|
915
|
149
|
10,826
|
12,486
|
|||||||||||||||
Loss before the undernoted items
|
(596
|
)
|
(868
|
)
|
(125
|
)
|
(10,826
|
)
|
(12,415
|
)
|
||||||||||
Goodwill impairment (Note 10)
|
-
|
-
|
-
|
1,816
|
1,816
|
|||||||||||||||
Interest expense
|
16
|
4
|
10
|
30
|
||||||||||||||||
Transaction costs (Note 9)
|
-
|
-
|
-
|
132
|
132
|
|||||||||||||||
Other income
|
-
|
(3
|
)
|
-
|
(56
|
)
|
(59
|
)
|
||||||||||||
Net loss for the year
|
$
|
(612
|
)
|
$
|
(869
|
)
|
$
|
(125
|
)
|
$
|
(12,728
|
)
|
$
|
(14,334
|
)
|
Colombia
$
|
United States
$
|
Canada
$
|
Total
$
|
|||||||||||||
Non-current assets at December 31, 2020
|
1,818
|
-
|
-
|
1,818
|
||||||||||||
Liabilities at December 31, 2020
|
1,922
|
12
|
1,268
|
3,202
|
||||||||||||
Non-current assets at December 31, 2019
|
712
|
-
|
-
|
712
|
||||||||||||
Liabilities at December 31, 2019
|
418
|
-
|
2,060
|
2,478
|
||||||||||||
Year ended December 31, 2020
|
||||||||||||||||
Net revenue
|
75
|
31
|
-
|
106
|
||||||||||||
Gross profit
|
40
|
31
|
-
|
71
|
Exhibit No.
|
Description
|
|
|
|
|
2.1**
|
||
|
|
|
2.2**
|
||
|
|
|
4.1*
|
Specimen Common Share Certificate |
|
|
|
|
4.2**
|
||
|
|
|
4.3* | Form of Regulation A, Tier 2 Founder Warrant to Purchase Common Shares |
|
4.4** | Form of Regulation A, Tier 2 Subscription Agreement |
|
4.5** | ||
4.6** | ||
6.1**
|
||
|
|
|
6.2**
|
||
|
|
|
6.3**
|
||
|
|
|
6.4**
|
||
|
|
|
6.5**
|
||
|
|
|
6.6**
|
||
|
|
|
6.7**
|
||
|
|
|
6.8**
|
||
|
|
|
6.9**
|
||
|
|
|
6.10**
|
||
|
|
|
6.11**
|
||
|
|
|
6.12**
|
||
|
|
|
6.13**
|
||
|
|
|
6.14**
|
Exhibit No. |
Description |
|
|
||
6.15**
|
||
|
|
|
6.16**
|
||
|
|
|
6.17**
|
||
6.18**
|
||
|
|
|
6.19**
|
||
|
|
|
6.20**
|
||
|
|
|
6.21**
|
||
|
|
|
6.22**
|
||
|
|
|
6.23**
|
||
|
|
|
6.24**
|
||
|
|
|
6.25**
|
||
|
|
|
6.26**
|
6.27**
|
||
6.28**
|
||
6.29**
|
||
6.30**
|
||
6.31**
|
||
6.32**
|
7.1** |
Shareholders’ Agreement dated October 2, 2019 among Flora Growth Corp., Guillermo Andres Ramirez Martinez, Guillermo Ramirez Cabrales and Oscar Mauricio Franco Ulloa | |
7.2**
|
7.3**
|
||
7.4**
|
||
7.5**
|
||
7.6**
|
||
7.7**
|
||
7.8**
|
||
7.9**
|
||
7.10**
|
||
7.11**
|
||
7.12**
|
||
11.1
|
||
11.2**
|
||
11.3**
|
||
11.4**
|
||
11.5**
|
FLORA GROWTH CORP.
|
||
By:
|
/s/ Luis Merchan
|
|
Name: Luis Merchan
|
||
Title: Chief Executive Officer
|
By: /s/ Luis Merchan
|
Date: April 29, 2021
|
||
Name: Luis Merchan
Title: Chief Executive Officer and President
(Principal Executive Officer) |
|||
By: /s/ Deborah Battiston
|
Date: April 29, 2021
|
||
Name: Deborah Battiston
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
/s/Dr. Bernard Wilson
|
Date: April 29, 2021
|
||
Name: Dr. Bernard Wilson
Title: Executive Chairman
|
|||
/s/Dr. Beverley Richardson
|
Date: April 29, 2021
|
||
Name: Dr. Beverley Richardson
Title: Director
|
|||
/s/Juan Carlos Gomez Roa
|
Date: April 29, 2021
|
||
Name: Juan Carlos Gomez Roa
Title: Director
|
|||
/s/Stan Bharti
|
Date: April 29, 2021
|
||
Name: Stan Bharti
Title: Director
|