Small Company Offering and Sale of Securities Without Registration (d)
23 Julho 2021 - 7:01AM
Edgar (US Regulatory)
o
NoneEntity Type | 0001752524 | The Needle Capital Corp. |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
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General Partnership
o
Business Trust
o
Other |
| Name of Issuer |
Flowr Corp |
| Jurisdiction of Incorporation/Organization |
| ONTARIO, CANADA |
| |
| Year of Incorporation/Organization |
| |
o
| Over Five Years Ago |
| |
x
| Within Last Five Years (Specify Year) | 2016 |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| Flowr Corp | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| Toronto | ONTARIO, CANADA | M5C 3E4 | (877) 356-9726 |
| Last Name | First Name | Middle Name |
| Brooker | Darryl | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Flow | Tom | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Galego | Michael | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Biderman | Noel | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Levesque | Maurice | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Lee | Joanne | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Duet | Don | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Gasparro | Vincent | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Cieslok | Jorg | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Chou | John | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Jalleau | Alexandre | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Dobslaw | Jeff | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Donovan | Bonnie | |
| Street Address 1 | Street Address 2 |
| 60 Adelaide Street East, Suite 1000 | |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M5C 3E4 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
o
| Biotechnology |
o
| Restaurants |
| |
o
| Commercial Banking | |
o
| Health Insurance | | Technology |
| |
o
| Insurance | |
o
| Hospitals & Physicians | |
o
| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
o
| Telecommunications |
| |
o
| Investment Banking | |
o
| Other Health Care | |
o
| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
o
| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
o
| Other Travel |
| |
o
| REITS & Finance |
x
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
o
| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
o
| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
o
| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2021-07-19 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | Units consisting of 1 cm sh & 1 cm sh purchase wrt. Each whole wrt entitles
the holder to acquire 1 cm sh at a exercise price of CDN$0.26 per share until January 19, 2025. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| ATB CAPITAL MARKETS USA INC. | 155053 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| #410, 585 8TH AVENUE SW | |
| City | State/Province/Country | ZIP/Postal Code |
| CALGARY | ALBERTA, CANADA | T2P 1G1 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
NEW YORK
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 12304092 USD |
o
Indefinite |
| Total Amount Sold | $ 5497573 USD | |
| Total Remaining to be Sold | $ 6806519 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| "Total Remaining to be Sold" is the aggregate purchase price of shares underlying warrants sold in this offering. U.S. dollar amounts are based on the Bank of Canada exchange rate 0.7838 reported on July 19, 2021. |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 1 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 0 USD |
o
| Estimate |
| Finders' Fees | $ 384062 USD |
o
| Estimate |
| |
| Clarification of Response (if Necessary) |
| placement fee equal to CAD$490,000 |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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