The Flowr Corp.  (TSXV: FLWR.V) was originally thought to be listing shares last week on the NASDAQ Marketplace, but that was shelved. Instead, the company announced on Monday that it agreed to sell 10,610,000 units of the company at a price of C$4.10 per unit for approximately C$43,501,000 in proceeds.

The underwriters were led by GMP Securities L.P. The Flowr Corp. also agreed to an over-allotment option to purchase and additional 1,591,500 shares, which would bring in an additional C$6,525,150 in gross proceeds. If that happens, the gross proceeds will be C$50,026,150. The deal is expected to close on August 8, 2019.

The company said it intends to use the net proceeds to fund, in part, its acquisition of the approximately 80% equity interest of Holigen Holdings Limited that it does not already own, working capital required for the construction and development of certain of Holigen’s and the company’s cultivation and production facilities, and for general corporate purposes.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. The stock is currently listed on the Toronto Exchange and was lately trading at C$4.82.

Terms

Each unit will be comprised of one common share of  The Flowr Corp. and one-half of one common share purchase warrant. Each warrant will be exercisable to acquire one common share for a period of 24 months following the closing of the offering at an exercise price of $5.00 per warrant share. In the event that the volume-weighted average trading price of the common shares for ten (10) consecutive trading days exceeds $6.15, the company shall have the right to accelerate the expiry date of the warrants upon not less than fifteen (15) trading days’ notice.