Fort Lauderdale, Florida--(Newsfile Corp. - August 12, 2024) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company") reported today its financial and operating results for the three and six months ended June 30, 2024. "In the second quarter of 2024, we at Flora, demonstrated an aptitude to make accretive acquisitions and form strategic partnerships to capitalize on the most robust market trends. In Germany, we acquired TruHC Pharma GmbH in response to the de-scheduling of cannabis, the re ...

Fort Lauderdale, Florida--(Newsfile Corp. - August 8, 2024) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company") proudly celebrates National CBD Day, a day dedicated to recognizing the vast benefits and rapid growth of the CBD industry in the United States and beyond. National CBD Day not only celebrates the therapeutic benefits of cannabidiol ("CBD") but also serves as a reminder of the political strides made in recent years. Legislative bodies across various states have increasingly ...

Core Insights - Flora Growth Corp. has launched two new products under its JustCBD brand: JustCBD+ Calm Gaba & L-Theanine Mixed Berry Gummies and JustCBD+ Sleep Magnesium and Melatonin Raspberry Gummies, aimed at stress management and sleep enhancement [3][5]. Product Details - The JustCBD+ Calm Gaba & L-Theanine Mixed Berry Gummies are formulated with Gaba and L-Theanine, known for their calming effects, to help users manage stress and achieve relaxation [4]. - The JustCBD+ Sleep Magnesium & Melatonin Raspberry Gummies combine Magnesium and Melatonin to assist users in falling asleep faster and experiencing deeper sleep, with raspberry flavor enhancing the bedtime routine [5]. Company Overview - JustCBD is recognized for high-quality CBD products sourced from organically grown hemp in the USA, offering a wide range of items including gummies, oils, and creams, and has received over 22,000 five-star reviews [6]. - Flora Growth Corp. operates as a leader in consumer-packaged goods and pharmaceutical distribution, serving all 50 states and 28 countries with over 20,000 distribution points globally [7].

Core Insights - Flora Growth Corp. has entered into a share purchase agreement to acquire Australian Vaporizers Pty Limited for 550,000 common shares valued at $0.7 million, with the transaction closing on June 4, 2024 [1] Company Overview - Australian Vaporizers, founded in 2010, is one of the largest online retailers of vaporizers and accessories in Australia, specializing in dry herb vaporizers and serving over 30,000 active customers [2] - The company has sold over 92,000 units through both business-to-business and direct-to-consumer channels [2] Strategic Implications - The acquisition is expected to improve Flora's bottom line and create synergies with its existing portfolio, particularly by selling Vessel Brand products in Australia, which is noted as Flora's fastest-growing segment [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 000-52776 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida 33309 (Address of principal exe ...

Acquisitions and Market Strategy - Flora Growth Corp. has acquired 100% of the outstanding equity interests in Franchise Global Health Inc., Just Brands LLC, High Roller Private Label LLC, and Vessel Brand Inc. to enhance its market presence in the pharmaceutical and cannabis industries[23]. - Flora's business strategy focuses on two core pillars: House of Brands and Commercial & Wholesale, allowing optimal access to global markets based on cannabis legality[25]. - The company has entered into a share purchase agreement to sell its Colombian operations, streamlining its focus on more profitable markets[24]. - Flora aims to become a market leader in the distribution of natural, medicinal-grade cannabis and high-quality cannabis-derived products, exploring strategic partnerships and acquisitions[38]. - The integration of acquired companies, including JustCBD and Vessel, is essential for the company to extract synergies and expand organically[214]. Market Growth Projections - The global cannabis market is projected to grow at a CAGR of approximately 16.6%, reaching around $51 billion by 2025[47]. - The U.S. hemp-derived CBD market is expected to grow to $11 billion by 2027, driven by the legal framework established by the 2018 Farm Bill[48]. - The European cannabis market is anticipated to grow at a CAGR of 61.1%, reaching $13 billion by 2028, with Germany leading the way in both medical and recreational cannabis[49]. - The global accessory market related to cannabis is projected to reach $101 billion by 2031, with a CAGR of 4.2%[56]. Financial Performance and Operations - The company reported a net income and positive cash flows from operating activities for the third quarter of 2023, marking the first instance of such results since inception[208]. - The company sold its Colombian assets for CAD $0.8 million (USD $0.6 million) to focus on core business divisions, receiving CAD $0.5 million in proceeds during the quarter ended September 30, 2023[207]. - The company incurred $0.6 million in transaction costs related to the acquisition of JustCBD and assumed $4.0 million in liabilities, while the acquisition of FGH involved $0.5 million in transaction costs and $9.1 million in assumed liabilities[209]. - The company’s revenue sources are diversified across geographic regions and product lines, with a concentration in Germany and the United States[210]. - The company is focused on expanding its presence in robust medicinal cannabis markets, particularly in Germany and the European Union[211]. - The company aims to achieve consistent profitability and positive cash flows, which are critical for its long-term sustainability[208]. - The company continues to face challenges in reducing overhead costs to meet market demand and achieve profitability[219]. Regulatory and Legal Risks - The company is involved in the cannabis industry, which may lead to litigation and regulatory inquiries that could adversely affect future cash flows and financial condition[74]. - The company faces risks related to compliance with laws and regulations, which could result in significant legal expenses and adverse publicity[169]. - Public opinion significantly influences the regulation of the cannabis industry, and negative shifts could affect future legislation[183]. - An ongoing legal action claims damages of $3,979,999 against FGH due to alleged wrongful transfer of 8,831,109 shares[106]. - Just Brands faces potential penalties of up to $5,000 per violation for 215,154 alleged violations related to Stop Sale Orders, totaling a potential liability of $1,075,770,000[107]. - The legal cannabis industry is still developing, with consumer perceptions and regulatory environments evolving, which may impact demand and the Company's financial condition[172]. Cybersecurity and Management - The company has implemented numerous cybersecurity policies and procedures to manage risks related to unauthorized occurrences on its electronic information systems[94]. - The company has established an interdisciplinary team led by the CFO to monitor and assess cybersecurity risks continuously[98]. - The company is dependent on its management and key employees, and the loss of any could materially affect operations[76]. - The company's success depends on its ability to enhance product offerings in response to technological and regulatory changes[75]. Tax Implications and Shareholder Information - The Company reported its financial results for the year ended December 31, 2023, prepared in accordance with U.S. GAAP[189]. - The Company is subject to the PFIC rules, which may affect U.S. Holders' tax implications regarding their Common Shares[168]. - A U.S. Holder making a Mark-to-Market Election will include in ordinary income the excess of the fair market value of the Common Shares over the adjusted tax basis[63]. - U.S. Holders should consult their tax advisors regarding the implications of holding Common Shares, especially concerning the PFIC status[161]. - The Company has not obtained a ruling from the IRS regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares[146].

Financial Performance - Gross profit for Q3 2023 totaled $4.9 million, up from $4.7 million in Q3 2022, primarily driven by the acquisition of FGH, which contributed $0.6 million[63]. - Gross margin decreased to 29% in Q3 2023 from 48% in Q3 2022, attributed to the lower margin pharmaceuticals distributed by FGH[63]. - Non-operating income for Q3 2023 was $1.1 million, compared to a non-operating expense of $2.3 million in Q3 2022, mainly due to a $0.8 million gain on contingent consideration related to the JustCBD acquisition[69]. - Income from discontinued operations improved to $0.5 million in Q3 2023 from a loss of $0.7 million in Q3 2022, due to the derecognition of equity components related to sold Colombian entities[70]. - Adjusted EBITDA for Q3 2023 was $2.1 million, compared to an Adjusted EBITDA loss of $1.3 million in Q3 2022[82]. - The company reported a net income of $1.1 million for the three months ended September 30, 2023, compared to a net loss of $7.4 million for the same period in 2022, reflecting significant operational improvements[101]. - Revenue for the nine months ended September 30, 2023, totaled $58.1 million, up from $22.9 million in the same period of 2022, driven by acquisitions including FGH and JustCBD[102]. - FGH contributed $27.8 million to revenue, while JustCBD contributed $25.0 million, compared to $17.7 million in the prior year[102]. Cost Management - Consulting and management fees decreased to $2.3 million in Q3 2023 from $2.8 million in Q3 2022, due to a reduction in corporate office headcount[64]. - Promotion and communication expenses for the nine months ended September 30, 2023, were $3.7 million, down from $6.6 million in the same period of 2022, reflecting cost-cutting initiatives[75]. - Share-based compensation expenses for the nine months ended September 30, 2023, totaled $1.0 million, down from $3.0 million in the same period of 2022, due to the cancellation of restricted stock awards[76]. - Professional fees decreased to $0.4 million for the three months ended September 30, 2023, from $0.7 million in the same period of 2022, due to cost-cutting initiatives[95]. - Depreciation and amortization expenses totaled $0.3 million for the three months ended September 30, 2023, down from $0.6 million in the same period of 2022, primarily due to the sale of Colombian operations[98]. Cash Flow and Financing - The company raised $2.7 million through a registered direct offering of 1,369,000 units at $2.00 per unit on September 21, 2023[88]. - As of September 30, 2023, the company had working capital of $7.3 million, including $4.8 million in cash, to support operational activities and sales growth[118]. - Net cash used in investing activities for the three months ended September 30, 2023, totaled $0.2 million, compared to less than $0.1 million for the same period in 2022[131]. - Net cash used in investing activities for the nine months ended September 30, 2023, was $0.3 million, significantly lower than $16.2 million for the same period in 2022[131]. - The primary uses of cash include working capital requirements and capital expenditures, with working capital mainly for personnel and product manufacturing costs[129]. - The company incurred non-operating expenses, including foreign exchange losses and unrealized losses from changes in fair value related to its acquisition of JustCBD[128]. Compliance and Risk - The company regained compliance with Nasdaq's minimum bid price requirement on June 26, 2023, after maintaining a closing bid price above $1.00 for 10 consecutive trading days[56]. - The company faces substantial doubt about its ability to continue as a going concern without obtaining additional financing, which may not be available on acceptable terms[85]. - The effective tax rate for the three months ended September 30, 2023, was 8.8%, compared to 0.0% in the same period of 2022, with a tax benefit of $0.1 million recognized in 2023[100]. - There have been no changes in internal control over financial reporting that materially affected the company during the three months ended September 30, 2023[137]. - The company has not reported any material changes to legal proceedings or risk factors since the 2022 Annual Report[139][140]. Asset Management - Asset impairment totaled $34.9 million for the nine months ended September 30, 2023, compared to $15.7 million in the same period of 2022, primarily related to goodwill impairment at JustCBD and FGH[109]. - The company’s capital expenditures primarily consist of improvements in existing facilities and product development[129]. - The company’s primary cash flow activities are related to acquisitions and other investing and financing activities[129]. - The company has engaged in multiple amendments to its Share Purchase Agreement with Lisan Farma Colombia LLC, effective in July 2023[10.3][10.4]. - The company’s disclosure controls and procedures were evaluated as effective as of September 30, 2023[136].

As filed with the U.S. Securities and Exchange Commission on October 18, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FLORA GROWTH CORP. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Ontario, Canada 2833 Not Applicable (I.R.S. Employer Identification No.) 3406 SW ...

Financial Data and Key Metrics - Q2 2023 revenue was $21.5 million, a 140% increase compared to Q2 2022 [15] - H1 2023 revenue was $40.8 million, a 210% year-over-year increase [15] - Q2 2023 gross profit was $4.0 million, a 19% increase compared to Q2 2022 [15] - H1 2023 gross profit was $9.3 million, a 68% year-over-year increase [15] - Q2 2023 net loss was $44.6 million, primarily due to impairment expenses of $34.9 million, loss from discontinued operations of $7.6 million, and non-cash expenses of $1.2 million [17] - H1 2023 net loss was $48.5 million, consisting of impairment expenses of $34.9 million, loss from discontinued operations of $8.3 million, and non-cash expenses of $2.7 million [17] Business Line Data and Key Metrics - Just Brands operates in all 50 US states, 21 countries, and over 20,000 distribution points globally, offering products like gummies, Delta 8, and HHC [10] - Vessel is a leading brand in consumer technology, including vape pens, batteries, and accessories, with a premium product base and high customer loyalty [11] - Phatebo is a German-based distributor of patented brand pharmaceuticals, reaching 28 countries, with potential to become a key player in cannabis therapeutics in Europe [11] Market Data and Key Metrics - The global financial markets downturn, particularly in the cannabis sector, continues to challenge the industry [12] - The company remains optimistic about the long-term prospects of the cannabis sector, emphasizing the need for consolidation, cost reduction, and efficient business models [12] Company Strategy and Industry Competition - The company divested its Colombian operations and implemented $6.1 million in cost savings, including significant reductions in corporate overhead [8] - The company is focusing on cash flow diversity and growth in core businesses, which are expected to remain cash flow positive [9] - The company plans to continue cost-cutting and resource optimization without sacrificing performance [14] - The company is seeking additional financing to improve liquidity, viewing the current market as a generational opportunity for investment in the sector [18] Management Commentary on Operating Environment and Future Outlook - The company believes favorable regulatory outcomes for adult-use cannabis in the US and Europe could deliver significant upside in the future [9] - The company is confident in its trajectory and committed to delivering value to shareholders [18] Other Important Information - Just Brands formed an exclusive worldwide partnership with Hulk Hogan to produce and sell branded products, expected to be accretive to Flora [3] - The company expects to form additional partnerships with entertainers and celebrities in the near future [3] Q&A Session - No questions were asked during the Q&A session [20]

Business Strategy and Operations - The Company sold its Colombian assets for CAD $0.8 million (USD $0.6 million) to focus on core business divisions in the U.S. and international pharmaceutical distribution [60]. - The Company aims to leverage its existing network of approximately 1,200 pharmacies in Europe to distribute medicinal cannabis [66]. - The Company’s growth strategy includes the integration of acquired companies to extract synergies and expand organically [72]. - The Company’s operations are significantly impacted by regulatory environments, requiring expertise in compliance with various licenses and permits [71]. - The company faces risks including limited operating history, net losses, and changes in cannabis laws and regulations [152]. - The company is subject to regulatory compliance risks and opposition to the cannabinoid industry [152]. - The company may face challenges in successfully integrating acquired businesses and achieving economies of scale [152]. Financial Performance - Revenue for the three months ended June 30, 2023, was $21.5 million, a significant increase from $8.9 million in the same period of 2022, primarily driven by contributions from FGH ($10.8 million) and JustCBD ($11.1 million) [94]. - Gross profit for the three months ended June 30, 2023, totaled $4.0 million, up from $3.3 million in 2022, with a gross margin of 18% compared to 37% in the previous year, reflecting lower margins from the FGH acquisition [97]. - Operating expenses increased to $44.0 million for the three months ended June 30, 2023, compared to $24.8 million in 2022, largely due to increased asset impairments [98]. - The net loss from continuing operations for the three months ended June 30, 2023, was $36.99 million, compared to a loss of $23.05 million in the same period of 2022 [94]. - Revenue for the six months ended June 30, 2023, totaled $40.8 million, a significant increase from $13.1 million for the same period in 2022, primarily driven by acquisitions [141]. - The company incurred a net loss of $44.6 million for the three months ended June 30, 2023, compared to a net loss of $24.7 million for the same period in 2022, primarily due to increased asset impairments [140]. - Operating expenses increased to $51.7 million for the six months ended June 30, 2023, from $33.4 million in 2022, mainly due to higher asset impairments [145]. Segment Performance - The House of Brands segment generated $13.0 million in revenue for Q2 2023, up from $10.8 million in Q2 2022, primarily due to increased sales at JustCBD [95]. - The commercial and wholesale segment reported revenues of $10.8 million for Q2 2023, a significant increase from $0 in Q2 2022, driven by the acquisition of FGH [96]. - JustCBD contributed $23.2 million in revenue for the six months ended June 30, 2023, compared to $12.5 million in the same period of 2022 [141]. - The House of Brands segment generated $26.8 million in revenue for the six months ended June 30, 2023, up from $15.8 million in 2022, largely due to the acquisition of JustCBD [142]. - The commercial and wholesale segment reported $18.8 million in revenue for the six months ended June 30, 2023, compared to $nil in 2022, driven by the acquisition of FGH [143]. Legal and Compliance Issues - The company recognized a provision of $3.0 million related to a legal dispute involving a former shareholder, reflecting the estimated loss from the claim [116]. - The company is exposed to product liability claims and risks associated with product recalls [152]. - Future performance is uncertain and may differ materially from forward-looking statements due to various risks [153]. - The company does not undertake any obligation to update or revise forward-looking statements after the report date [154]. Shareholder Information - The company reported a total of 1,902 anti-dilutive shares as of June 30, 2023, compared to 2,054 as of December 31, 2022 [110]. - As of August 3, 2023, the company had 6,854,596 common shares outstanding [147]. - The company is classified as a smaller reporting company and an emerging growth company [147]. Transaction Costs and Liabilities - The Company incurred $0.6 million in transaction costs related to the acquisition of JustCBD and assumed $4.0 million in liabilities [68]. - Asset impairment totaled $34.9 million for the three months ended June 30, 2023, compared to $15.7 million in the same period of 2022, reflecting impairments at JustCBD and FGH [134]. - The company recognized a $1.1 million income tax benefit for the three months ended June 30, 2023, compared to $nil in 2022, primarily related to the tax effect of impairment charges [138]. - Non-operating income for the three months ended June 30, 2023, was $2.0 million, a turnaround from a non-operating expense of $1.5 million in the same period of 2022, mainly due to gains on contingent consideration [137].