On April 21, 2020, The Flowr Corporation (“Flowr”) announced a non-brokered private placement for gross proceeds C$ 20 million with the ability (at Flowr’s discretion) to increase the amount to an aggregate gross proceeds of $25 million. Chairman & Chief Strategist Steve Klein and Chief Executive Officer Vinay Tolia are leading the Offering with commitments in excess of $10 million. Management and insiders will continue to own approximately 58% of Flowr’s shares after financing on a fully diluted basis (including equity incentives).
Furthermore, certain directors, officers, employees and executives of Flowr, including Chairman & Chief Strategist Steve Klein, Chief Executive Officer Vinay Tolia, Founder and Managing Partner Thomas Flow, Managing Director, Europe Pauric Duffy and Managing Director, Australia & Asia Pacific Peter Comerford (who collectively currently control approximately 58% of Flowr) have agreed to voluntary lock-up agreements (the “Lock-Up Agreements”) in connection with the closing of the Offering at which point all shares held by these shareholders will be subject to restrictions on sale until released under the terms of the Lock-Up Agreements on the 12-month anniversary of the closing date.
The Offering consists of units of Flowr (the “Units”) at a price of C$1,000 per Unit. Each Unit consists of one subordinated secured debenture of Flowr and one common share purchase warrant.
Fasken advised Flowr with a team led by John Sabetti and including Rubin Rapuch, John Holmstrom, and Matthew Downer.
