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Flora Growth Corp. Announces Launch of Proposed Underwritten Public Offering of Common Shares

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Flora Growth Corp. (FLGC) announces a public offering of Common Shares to raise funds for general corporate and working capital needs. Aegis Capital Corp. will have the option to purchase additional shares. The offering is made under an effective shelf registration statement on Form S-3. The final terms are subject to market conditions.
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Flora Growth Corp.'s decision to commence a public offering of Common Shares is a strategic move to bolster its working capital and support general corporate needs. This is indicative of the company's proactive approach to capital management, potentially providing it with the financial flexibility to capitalize on market opportunities or cushion against operational uncertainties.

The granting of an over-allotment option to Aegis Capital Corp. is a standard practice known as a 'greenshoe' option, which can help stabilize the stock price post-offering by allowing the underwriter to manage excess demand. However, the market's reception of this offering will be critical, as it will reflect investor confidence in the company's growth prospects and current valuation.

Investors should closely monitor the final terms of the offering, as these will provide insights into market demand and the company's perceived worth. The fact that the offering is made pursuant to an effective shelf registration statement suggests preparedness and regulatory foresight, but the market's prevailing conditions at the time of pricing will ultimately dictate the success of this capital raise.

The involvement of legal counsel from both Dorsey & Whitney LLP for Flora Growth Corp. and Kaufman & Canoles, P.C. for Aegis Capital Corp. underscores the complexity and regulatory compliance required in public securities offerings. The legal framework, including adherence to the SEC's regulations and ensuring the offering's legality across various jurisdictions, is paramount to the offering's success and the protection of investor interests.

Prospective and current investors should be aware that the offering is subject to market conditions and legal stipulations, which means there is no guarantee of completion. The significance of the final prospectus supplement lies in its detailed disclosure of the offering's terms, risks and company's financial position, which are essential for making informed investment decisions.

From a market perspective, Flora Growth Corp.'s extensive distribution network and international presence suggest a robust business model with diverse revenue streams. The public offering's timing and reception can signal market sentiment not only towards the company but also towards the cannabis industry as a whole.

One must consider the competitive landscape, regulatory shifts and consumer trends within the cannabis sector to fully assess the potential impact of this capital raise. While the offering could provide Flora Growth with the means to expand or innovate, it also dilutes current shareholders' stakes, which might be a concern for investors focused on ownership concentration and control.

Fort Lauderdale, Florida--(Newsfile Corp. - April 3, 2024) - Flora Growth Corp. (NASDAQ: FLGC) (the "Company"), a cannabis focused consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world, today announced that it has commenced a public offering to offer and sell Common Shares. The Company intends to use the net proceeds from this offering for general corporate and working capital needs.

In addition, the Company expects to grant Aegis Capital Corp. a 45-day option to purchase additional Common Shares of up to 15% of the number of Common Shares sold in the Offering solely to cover over-allotments, if any.

The Company's Common Shares is trading on the Nasdaq Capital Market under the symbol "FLGC". The final terms of the offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. Dorsey & Whitney LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-274204) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on September 6, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Flora Growth Corp.

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

Forward-Looking Statements

The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Investor Relations:

Investor Relations ir@floragrowth.com

Clifford Starke Clifford.Starke@floragrowth.com

Media:

media@floragrowth.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204261

FAQ

What did Flora Growth Corp. (FLGC) announce?

Flora Growth Corp. announced a public offering of Common Shares to raise funds for general corporate and working capital needs.

Who will have the option to purchase additional shares in the offering?

Aegis Capital Corp. will have the option to purchase additional Common Shares of up to 15% of the number of Common Shares sold in the offering.

Under what registration statement is the offering being made?

The offering is being made under an effective shelf registration statement on Form S-3 (No. 333-274204) previously filed with the U.S. Securities and Exchange Commission (SEC).

Where can the final prospectus supplement and accompanying prospectus be obtained?

Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting Aegis Capital Corp. or visiting the SEC's website at www.sec.gov.

What is the role of Aegis Capital Corp. in the offering?

Aegis Capital Corp. is acting as the sole book-running manager for the offering.

Flora Growth Corp.

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About FLGC

at flora growth corp. (flora), we are building the world’s largest and lowest cost vertically-integrated producer of organic cannabis and pharmaceutical-grade medical products as well as cbd-based consumer products.