Flora Growth Corp. entered into a share purchase agreement to acquire 90% stake in Kasa Wholefoods Company S.A.S. from Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer for approximately COP 830 million.
January 02, 2020
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Flora Growth Corp. entered into letter of intent to acquire 90% stake in Kasa Wholefoods Company S.A.S. from Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer for $0.39 million (COP 1.3 billion) on January 3, 2020. Under the terms of transaction, Flora must pay to shareholders of Kasa an aggregate amount of $0.29 million (COP 96.1 million) in cash and shall repay Kasa’s outstanding loan payables of $0.09 million (COP 297.5 million). Flora Growth Corp. entered into a share purchase agreement to acquire 90% stake in Kasa Wholefoods Company S.A.S. from Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer for approximately COP 830 million December 29, 2020. Pursuant to the share purchase agreement, Flora Growth acquired an aggregate of 18,000 shares of Kasa in exchange for aggregate consideration of $0.24 million (COP 825.5 million), including cash in the amount of $0.15 million (COP 519.6 million) and discharged debt owed by the sellers to Kasa in the amount of $0.08 million (COP 305.8 million). The Vendors shall retain a 10% equity interest in Kasa which may not be diluted until Flora invests $5 million (COP 16.3 billion) in Kasa. Following the completion of this financing milestone, all shareholders of Kasa will be diluted if they do not participate in any Kasa financing.
As at December 31, 2019, Kasa reported total assets of COP 553.7 million and total shareholders’ deficit of COP 780.5 million. For the year ended December 31, 2019, Kasa reported operating revenue of COP 1.3 billion, operating loss of COP 544.6 million, and net loss of COP 729.1 million. The transaction is subject to the parties negotiating and entering into a definitive agreement, satisfactory completion of due diligence, agreement of terms and conditions satisfactory to all parties of Flora and Kasa and obtaining of the necessary regulatory approvals. As of September 14, 2020, United States Food and Drug Administration approved the deal. The deal is expected to close after the current Regulation A+ Tier 2 offering.
Flora Growth Corp. is a cannabis company that manufactures and distributes consumer packaged goods and distributes medicinal cannabis and pharmaceutical product. Its brand consists of JustCBD, Vessel, No Cap Hemp Co., and Australian Vaporizers. JustCBD is a consumer-packaged goods brand with over 300 products, including cannabidiol gummies, topicals, tinctures, and vape products. JustCBD products are available for purchase in smoke and vape shops, clinics, spas, and pet stores, as well as other independent non-traditional retail channels. Vessel is the cannabis accessory and technology brand servicing the United States and Canada through direct-to-consumer and retail sales. Vessel's products include cannabis consumption accessories, personal storage, and travel accessories for the vape and dry herb categories, which are sold to consumers, dispensaries, smoke shops, and cannabis brands. Australian Vaporizers is an online retailer of vaporizers, hardware, and accessories in Australia.
Flora Growth Corp. entered into a share purchase agreement to acquire 90% stake in Kasa Wholefoods Company S.A.S. from Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer for approximately COP 830 million.
FLORA GROWTH CORP. 
