Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 001-40397

Flora Growth Corp.

(Exact name of registrant as specified in its charter)

Province of Ontario	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida	33309
(Address of principal executive offices)	(Zip Code)

(954) 842-4989

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	FLGC	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 8, 2024, the registrant had 13,366,535 shares of its common shares, no par value ("Common Shares") outstanding.

Table of Contents

	Page

Cautionary Statement Regarding Forward-Looking Statements	2

PART I
Item 1. Financial Statements	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	42
Item 4. Controls and Procedures	42

PART II
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3. Defaults Upon Senior Securities	43
Item 4. Mine Safety Disclosures	43
Item 5. Other Information	43
Item 6. Exhibits	44

Signatures

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms such as "may", "will", "should", "believe", "expect", "could", "intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this Quarterly Report, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this Quarterly Report. Risks and uncertainties, the occurrence of which could adversely affect our business, include, but are not limited to, the following:

our limited operating history and net losses;
changes in cannabis laws, regulations and guidelines;
decrease in demand for cannabis and derivative products due to certain research findings, proceedings, or negative media attention;
our ability to continue as a going concern absent access to sources of liquidity;
damage to our reputation as a result of negative publicity;
exposure to product liability claims, actions and litigation;
risks associated with product recalls;
product viability;
continuing research and development efforts to respond to technological and regulatory changes;
shelf life of inventory;
our ability to successfully integrate businesses that we acquire;
our ability to achieve economies of scale;
our ability to fund overhead expenses, including costs associated with being a publicly-listed company
maintenance of effective quality control systems;
changes to energy prices and supply;
risks associated with expansion into new jurisdictions;
regulatory compliance risks;
opposition to the cannabinoid industry;
unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;
potential delisting resulting in reduced liquidity of our Common Shares; and
the other risks described under Part I, Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on March 28, 2024, as well as described from time to time in our other filings with the SEC.

Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Quarterly Report. The forward-looking statements contained in this Quarterly Report are not guarantees of future performance and our actual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this Quarterly Report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of this Quarterly Report. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this Quarterly Report, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report.

PART I

Item 1. Financial Statements

Flora Growth Corp.

Table of Contents

Unaudited Condensed Interim Consolidated Financial Statements:		Page

Unaudited Condensed Interim Consolidated Statements of Financial Position as of September 30, 2024 and December 31, 2023		5

Unaudited Condensed Interim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2024 and 2023		6

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficiency) for the Three and Nine Months Ended September 30, 2024 and 2023		7

Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023		8

Notes to Unaudited Condensed Interim Consolidated Financial Statements		9

Flora Growth Corp.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(in thousands of United States dollars, except share amounts which are in thousands of shares)

As at:		September 30, 2024			December 31, 2023
ASSETS
Current
Cash	$	4,209		$	4,350
Restricted cash		35			35
Trade and amounts receivable, net of $469 allowance ($315 at December 31, 2023)		3,922			3,950
Prepaid expenses and other current assets		1,031			1,368
Indemnification receivables		4,234			3,153
Inventory		7,857			8,508
Total current assets		21,288			21,364
Non-current
Property, plant and equipment		518			847
Operating lease right of use assets		1,448			389
Intangible assets		3,778			946
Goodwill		2,150
Other assets		102			80
Total assets	$	29,284		$	23,626
LIABILITIES
Current
Trade payables	$	6,654		$	5,111
Contingencies		6,843			5,500
Debt		2,235			1,931
Current portion of operating lease liability		832			799
Contingent purchase considerations		1,152			1,095
Other accrued liabilities		3,177			1,844
Total current liabilities		20,893			16,280
Non-current
Non-current operating lease liability		2,233			942
Deferred tax		971			-
Total liabilities		24,097			17,222
SHAREHOLDERS' EQUITY
Share capital, no par value, unlimited authorized, 13,367 issued and outstanding (8,935 at December 31, 2023)		-			-
Additional paid-in capital		156,075			149,093
Accumulated other comprehensive loss		185			(140	)
Deficit		(152,010	)		(142,549	)
Total Flora Growth Corp. shareholders' equity		4,250			6,404
Non-controlling interest in subsidiaries		937			-
Total shareholders' equity		5,187			6,404
Total liabilities and shareholders' equity	$	29,284		$	23,626

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. Commitments and contingencies - see Note 15. Going concern - see Note 2.

Flora Growth Corp.

Unaudited Condensed Interim Consolidated Statements of (Loss) Income

and Comprehensive (Loss) Income

(in thousands of United States dollars, except per share amounts which

are in thousands of shares)

		For the three months ended September 30, 2024			For the three months ended September 30, 2023			For the nine months ended September 30, 2024			For the nine months ended September 30, 2023
Revenue	$	12,465		$	17,317		$	46,179		$	58,096
Cost of sales		9,626			12,375			36,319			43,848
Gross profit		2,839			4,942			9,860			14,248
Operating expenses
Consulting and management fees		2,479			2,346			7,130			9,679
Professional fees		650			415			2,249			1,080
General and administrative		416			340			1,445			1,376
Promotion and communication		1,206			1,142			3,435			3,713
Travel expenses		126			77			318			333
Share based compensation		406			4			428			996
Research and development		118			8			227			37
Operating lease expense		178			286			542			910
Depreciation and amortization		226			305			557			2,043
Bad debt expense		47			(14	)		266			33
Asset impairment		413			-			1,471			34,941
Other expenses (income), net		266			573			1,507			2,078
Total operating expenses		6,531			5,482			19,575			57,219
Operating loss		(3,692	)		(540	)		(9,715	)		(42,971	)
Interest expense		27			16			24			67
Foreign exchange (gain) loss		(77	)		98			106			(78	)
Unrealized loss (gain) from changes in fair value		322			(1,233	)		57			(2,165	)
Net (loss) income before income taxes and discontinued operations		(3,964	)		579			(9,902	)		(40,795	)
Income tax benefit		(164	)		(51	)		(71	)		(1,247	)
Net (loss) income from continuing operations		(3,800	)		630			(9,831	)		(39,548	)
Income (loss) from discontinued operations, net of taxes		-			492			-			(7,791	)
Net (loss) income for the period		(3,800	)		1,122			(9,831	)		(47,339	)
Net loss attributable to noncontrolling interest		(27	)		(115	)		(54	)		(410	)
Net (loss) income attributable to Flora Growth Corp.	$	(3,773	)	$	1,237		$	(9,777	)	$	(46,929	)

Basic (loss) income per share from continuing operations	$	(0.28	)	$	0.09		$	(0.85	)	$	(5.84	)
Diluted (loss) income per share from continuing operations	$	(0.28	)	$	0.08		$	(0.85	)	$	(5.84	)
Basic (loss) income per share attributable to Flora Growth Corp.	$	(0.28	)	$	0.18		$	(0.85	)	$	(6.93	)
Diluted (loss) income per share attributable to Flora Growth Corp.	$	(0.28	)	$	0.16		$	(0.85	)	$	(6.93	)
Weighted average number of common shares outstanding - basic		13,353			6,940			11,522			6,770
Weighted average number of common shares outstanding - diluted		13,353			7,637			11,522			6,770
Other comprehensive (loss) income
Net (loss) income for the period	$	(3,800	)	$	1,122		$	(9,831	)	$	(47,339	)
Foreign currency translation, net of income taxes of $nil ($nil in 2023)		(317	)		274			(325	)		(932	)
Comprehensive (loss) income for the period		(3,483	)		848			(9,506	)		(46,407	)
Comprehensive loss attributable to noncontrolling interests		(27	)		(115	)		(54	)		(410	)
Comprehensive (loss) income attributable to Flora Growth Corp.	$	(3,456	)	$	963		$	(9,452	)	$	(45,997	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Flora Growth Corp.

Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency)

(in thousands of United States dollars, except for share amounts which are in thousands of shares)

	Common shares					Additional paid-in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Non-controlling interests in subsidiaries (deficiency)			Shareholders' equity (deficiency)
	#
For the nine months ended September 30, 2024
Balance, December 31, 2023	8,935		$	-	$	149,093		$	(140	)	$	(142,549	)	$	-		$	6,404
April unit offering	1,700			-		3,230			-			-			-			3,230
April unit offering issuance costs	-			-		(398	)		-			-			-			(398	)
Equity issued for business combinations	2,685			-		3,969			-			-			991			4,960
Equity issued for other agreements	50			-		55			-			-			-			55
Options vested	-			-		5			-			-			-			5
Options forfeited	-			-		(316	)		-			316			-			-
Restricted stock vested	-			-		34			-			-			-			34
Restricted stock cancelled	(3	)		-		(9	)		-			-			-			(9	)
SARs vested	-			-		398			-			-			-			398
Share issuance costs	-			-		14			-			-			-			14
Other comprehensive income - exchange differences (net of income taxes of $nil)	-			-		-			325			-			-			325
Net loss	-			-		-			-			(9,777	)		(54	)		(9,831	)
Balance, September 30, 2024	13,367		$	-	$	156,075		$	185		$	(152,010	)	$	937		$	5,187
For the three months ended September 30, 2024
Balance, June 30, 2024	13,367		$	-	$	155,678		$	(132	)	$	(148,237	)	$	964		$	8,273
Restricted stock vested	-			-		8			-			-			-			8
SARs vested	-			-		398			-			-			-			398
Share issuance costs	-			-		(9	)		-			-			-			(9	)
Other comprehensive income - exchange differences (net of income taxes of $nil)	-			-		-			317			-			-			317
Net loss	-			-		-			-			(3,773	)		(27	)		(3,800	)
Balance, September 30, 2024	13,367		$	-	$	156,075		$	185		$	(152,010	)	$	937		$	5,187
For the nine months ended September 30, 2023
Balance, December 31, 2022	6,776		$	-	$	150,420		$	(2,732	)	$	(90,865	)	$	(411	)	$	56,412
September unit offering	1,369			-		2,738			-			-			-			2,738
September unit offering issuance costs	-			-		(254	)		-			-			-			(254	)
Equity issued for other agreements	126			-		542			-			-			-			542
Options vested	-			-		219			-			-			-			219
Options forfeited	-			-		(4,335	)		-			4,060			-			(275	)
Restricted stock granted	112			-		1,415			-			-			-			1,415
Restricted stock cancelled	(167	)		-		(810	)		-			-			-			(810	)
Share issuance costs	-			-		(78	)		-			-			-			(78	)
Derecognition of equity related to Colombia assts	-			-		-			(195	)		-			(380	)		(575	)
Other comprehensive income - exchange differences (net of income taxes of $nil)	-			-		-			1,127			-			-			1,127
Net loss	-			-		-			-			(46,929	)		(410	)		(47,339	)
Balance, September 30, 2023	8,216		$	-	$	149,857		$	(1,800	)	$	(133,734	)	$	(1,201	)	$	13,122
For the three months ended September 30, 2023
Balance, June 30, 2023	6,859		$	-	$	150,726		$	(1,526	)	$	(138,266	)	$	(706	)	$	10,228
September unit offering	1,369			-		2,738			-			-			-			2,738
September unit offering issuance costs	-			-		(254	)		-			-			-			(254	)
Options vested	-			-		8			-			-			-			8
Options forfeited	-			-		(3,312	)		-			3,295			-			(17	)
Restricted stock granted	-			-		43			-			-			-			43
Restricted stock cancelled	(12	)		-		(30	)		-			-			-			(30	)
Share issuance costs	-			-		(62	)		-			-			-			(62	)
Derecognition of equity related to Colombia assts	-			-		-			(195	)		-			(380	)		(575	)
Other comprehensive loss - exchange differences (net of income taxes of $nil)	-			-		-			(79	)		-			-			(79	)
Net income (loss)	-			-		-			-			1,237			(115	)		1,122
Balance, September 30, 2023	8,216		$	-	$	149,857		$	(1,800	)	$	(133,734	)	$	(1,201	)	$	13,122

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Flora Growth Corp.

Unaudited Condensed Interim Consolidated Statement of Cash Flows

(in thousands of United States dollars)

		For the nine months ended September 30, 2024			For the nine months ended September 30, 2023
Cash flows from operating activities:
Net loss	$	(9,831	)	$	(47,339	)
Adjustments to net loss:
Depreciation and amortization		557			2,192
Share based compensation		428			996
Inventory impairments		1,423			1,396
Other asset impairments		1,471			39,645
Unrealized loss (gain) from changes in fair value		57			(2,165	)
Bad debt expense		266			598
Loss on fixed asset disposals		47			-
Loss on disposal of Colombia assets		-			1,310
Interest expense		24			69
Interest paid		(24	)		(69	)
Income tax		(71	)		(1,236	)
		(5,653	)		(4,603	)
Net change in non-cash working capital:
Trade and other receivables		(1,394	)		1,889
Inventory		(350	)		(2,949	)
Prepaid expenses and other assets		330			(213	)
Trade payables and accrued liabilities		3,381			(1,389	)
Net cash used in operating activities		(3,686	)		(7,265	)

Cash flows from financing activities:
Units issued		3,230			2,738
Equity issue costs		(398	)		(329	)
Loan borrowings, net		279			37
Net cash provided by financing activities		3,111			2,446

Cash flows from investing activities:
Purchases of property, plant and equipment and intangible assets		(134	)		(201	)
Net cash on asset disposals		273			(71	)
Business combinations, net of cash acquired		64			-
Net cash provided (used) in investing activities		203			(272	)

Effect of exchange rate on changes on cash		231			954

Change in cash during the period		(141	)		(4,137	)
Cash and restricted cash at beginning of period		4,385			8,935
Cash and restricted cash at end of period	$	4,244		$	4,798
Supplemental disclosure of non-cash investing and financing activities
Assets acquired for contingent consideration		-			303
Common shares issued for other agreements		55			95
Option cancellations reclassified to equity		316			4,060
Share issuance costs		-			297
Operating lease additions to right of use assets		2,172			200
Common shares issued for business combinations		3,969			-

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements
For the three and nine months ended September 30, 2024 and 2023
(In thousands of United States dollars, except shares and per share amounts)

1. NATURE OF OPERATIONS

Flora Growth Corp. (the "Company" or "Flora") was incorporated under the laws of the Province of Ontario, Canada on March 13, 2019. The Company is a global cannabis company that is committed to building a connected ecosystem of innovative brands and products, and is dedicated to advancing technology to deliver a more personalized wellness experience. The Company's registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada and our principal place of business in the United States is located at 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida 33309.

Presentation of comparative financial statements

On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. See discussion in Note 12.

2. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

These unaudited condensed interim consolidated financial statements apply the same accounting policies as those used in the financial statements included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023.

These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.

Prior to January 1, 2023, Flora was a foreign private issuer reporting its financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Boards. These consolidated financial statements, for all periods, are presented in accordance with U.S. GAAP.

Going concern

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company had cash of $4.2 million at September 30, 2024, net loss of $9.8 million for the nine months ended September 30, 2024, and an accumulated deficit of $152.0 million at September 30, 2024. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

Basis of consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. At September 30, 2024, the Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2023, except as noted below.

On April 22, 2024, the Company completed the first closing of the share purchase agreement to acquire 77% of the issued and outstanding shares of TruHC Pharma GmbH, a German entity. On June 4, 2024, the Company purchased 100% of the issued and outstanding shares of Australian Vaporizors Pty Ltd., an Australian entity. See discussion of both acquisitions in Note 7.

During the nine months ended September 30, 2024, the Company voluntarily dissolved the Cardiff Brand Corp., Kasa Wholefoods Company LLC and Flora Beauty LLC, each of which were U.S. entities. Also during the nine months ended September 30, 2024, the Company signed articles of organization for Just Brands FL LLC, a United States domestic limited liability company, which is 100% owned by the Company and has a functional currency of the United States dollar.

3. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

On July 5, 2023, the Company entered into a Share Purchase Agreement with Lisan Farma Colombia LLC ("Lisan"), a Delaware limited liability company, to sell all its shares in its Colombian related subsidiaries and its Colombian assets for a purchase price of CAD $0.8 million (USD $0.6 million). The sale relates to all of Flora's operations in Colombia, including its interest in (i) its 361-acre Cosechemos farm located in Giron, Colombia and its related processing facilities and inventory and (ii) all other assets relating to Flora Lab 2, Flora Lab 4 and Flora's Colombian food and beverage and consumer products business. The Company received proceeds of CAD $0.5 million during the year ended December 31, 2023 which completed the sale and transfer of Flora Growth Corp Colombia S.A.S, Flora Lab S.A.S., Flora Med S.A.S., Labcofarm Laboratorios S.A.S., Kasa Wholefoods Company S.A.S., Flora Growth Corp. Sucursal Colombia and Flora Beauty LLC Sucursal Colombia. The Company and Lisan completed the sale of Cosechemos Ya S.A.S on November 1, 2023.

The sale enabled the Company to concentrate on its core business divisions, which are lifestyle brands in the United States and international pharmaceutical distribution. The sale was part of several strategic changes to cut costs and streamline operations.

The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and nine months ended September 30, 2024 and 2023:

		For the three months ended September 30, 2024		For the three months ended September 30, 2023			For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Revenue	$	-	$	-		$	-	$	1,450
Cost of sales		-		-			-		1,123
Gross profit from discontinued operations		-		-			-		327
Operating expenses
Consulting and management fees		-		171			-		847
Professional fees		-		-			-		82
General and administrative		-		-			-		282
Promotion and communication		-		-			-		14
Operating lease expense		-		-			-		93
Depreciation and amortization		-		-			-		148
Bad debt expense		-		-			-		565
Asset impairment		-		-			-		4,704
Other expense		-		(64	)		-		60
Operating loss from discontinued operations		-		(107	)		-		(6,468	)
Interest expense		-		-			-		2
Net loss before income taxes		-		(107	)		-		(6,470	)
(Gain) loss on disposal of discontinued operations		-		(599	)		-		1,310
Income tax expense		-		-			-		11
Income (loss) from discontinued operations	$	-	$	492		$	-	$	(7,791	)
Basic income (loss) per share from discontinued operations	$	0.00	$	0.09		$	0.00	$	(1.09	)
Diluted income (loss) per share from discontinued operations	$	0.00	$	0.08		$	0.00	$	(1.09	)

The following table summarizes the significant operating and investing items related to the Colombian subsidiaries for the nine months ended September 30, 2024 and 2023

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

		For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Operating activities of discontinued operations
Depreciation and amortization	$	-	$	148
Bad debt expense		-		565
Asset impairment		-		4,704
Investing activities of discontinued operations
Purchases of property, plant and equipment	$	-	$	94

The subsidiaries sold included Cosechemos Ya S.A.S, which was part of the commercial and wholesale segment; Flora Lab S.A.S, Flora Med S.A.S. and Labcofarm Laboratories S.A.S, which were part of the pharmaceuticals segment; Flora Growth Corp Colombia S.A.S., Kasa Wholefoods Company S.A.S. and Flora Beauty LLC Sucursal Colombia which were part of the house of brands segment.

The Company applies significant judgement in determining whether a disposal meets the criteria to present as held for sale at the reporting date, and whether the disposal represents a strategic shift that has (or will have) a major effect on its operations and financial results in order to be classified as a discontinued operation. The criteria evaluated are both quantitative and qualitative in nature, to evaluate the significance of the disposal relative to the operations of the Company as a whole. The Company has determined this disposition represents a strategic shift in operations that will have a major effect on the Company's operations and financial results, and accordingly, has been presented as discontinued operations.

During the nine months ended September 30, 2023, the Company recorded a loss on disposal of $1.3 million as the carrying value of the assets being sold exceeded the expected sale price. During the three months ended September 30, 2023, the Company recorded a gain on disposal of $0.6 million because of the derecognition of equity components related to the Colombian entities for which the Company lost control.

4. TRADE AND AMOUNTS RECEIVABLE

The Company's trade and amounts receivable are recorded at amortized cost. The trade and other receivables balance as at September 30, 2024 and December 31, 2023 consists of trade accounts receivable, amounts recoverable from the Government of Canada for Harmonized Sales Taxes ("HST"), as well as Value Added Tax ("VAT") from various jurisdictions, and other receivables.

		September 30, 2024			December 31, 2023
Trade accounts receivable	$	3,034		$	2,299
Allowance for expected credit losses		(469	)		(315	)
HST/VAT receivable		998			1,840
Other receivables		359			126
Total	$	3,922		$	3,950

Changes in the trade accounts receivable allowance in the three and nine months ended September 30, 2024 relate to establishing an allowance for expected credit losses. There were $0.1 million in write-offs of trade receivables during the three and nine months ended September 30, 2024 (September 30, 2023 - $0.1 million and $0.1 million, respectively). The Company has no amounts written-off that are still subject to collection enforcement activity as at September 30, 2024. The Company’s aging of trade accounts receivable is as follows:

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

		September 30, 2024		December 31, 2023
Current	$	697	$	218
1-30 Days		1,136		588
31-60 Days		425		577
61-90 Days		158		448
91-180 Days		614		401
180+ Days		4		67
Total trade receivables	$	3,034	$	2,299

5. INVENTORY

Inventory is comprised of the following:

		September 30, 2024		December 31, 2023
Raw materials and supplies	$	873	$	1,180
Finished goods		6,984		7,328
Total	$	7,857	$	8,508

During the nine months ended September 30, 2024, the Company recorded inventory impairment as a write-down to cost of sales in the amount of $1.4 million (2023 - $1.4 million). Approximately $0.7 million of the write-down in the current period is related to inventory theft and recoveries of stolen inventory that is no longer saleable.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

		September 30, 2024			December 31, 2023
Land	$	-		$	298
Buildings		102			78
Machinery and office equipment		781			696
Vehicles		22			37
Total		905			1,109
Less: accumulated depreciation		(387	)		(262	)
Property, plant and equipment, net	$	518		$	847

Depreciation expense for the three and nine months ended September 30, 2024 was less than $0.1 million and $0.1 million, respectively (September 30, 2023 - less than $0.1 million and $0.2 million, respectively) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss.

See Note 9 for discussion of impairment of property, plant and equipment during the nine months ended September 30, 2024.

7. BUSINESS COMBINATIONS

TruHC Pharma GmbH ("TruHC") asset acquisition

On April 16, 2024, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with TruHC Holding GmbH (the "Seller") pursuant to which the Company will acquire all of the issued and outstanding shares of TruHC in exchange for 2,770,562 common shares of the Company (the "Purchase Price"), valued at $4.3 million.

The Purchase Price will be paid and satisfied by the Company in two closings. At the first closing on April 22, 2024, the Company issued 2,135,199 of its common shares, which was equal to 19.99% of the Company's issued and outstanding common shares prior to signing the Purchase Agreement, to Seller. On the second closing (the "Second Closing"), the Company will issue 635,363 of its common shares, valued at $1.0 million, to Seller after receiving shareholder approval for such issuance in accordance with the rules of the Nasdaq Capital Market at its next special and annual general meeting of shareholders, which was held on August 14, 2024. The common shares issued at the first closing on April 22, 2024, valued at $3.3 million, represent a 77% ownership in TruHC. The remaining 23% noncontrolling interest was valued at $1.0 million, which represents the 635,363 common shares to be issued at the Second Closing multiplied by the $1.56 share price at the first closing. As of September 30, 2024, the Company has not issued the 635,363 common shares associated with the Second Closing.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

TruHC is an early-stage cannabis company based in Hamburg, Germany, that holds wholesale, processing and production licenses for medical cannabis as well as a facility offering flexible production space with EU-GMP certified modules. The acquisition will allow the Company to leverage TruHC's German network and EU-GMP production facility and maximize the benefits of the recent cannabis legislation passed in Germany.

The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows:

(Thousands of Untied States dollars)
Current assets
Cash	$	5
Trade and amounts receivable		27
Prepaid expenses and other current assets		22
Total current assets		54

Non-current assets
Property, plant and equipment, net		109
Operating lease right of use assets		448
Intangible assets		3,193
Goodwill		2,050
Total assets		5,854

Current liabilities
Trade and amounts payable		(48	)
Current portion of operating lease liability		(51	)
Other accrued liabilities		(6	)
Total current liabilities		(105	)

Non-current operating lease liability		(398	)
Deferred tax		(1,029	)
Total liabilities		(1,532	)
Total net assets acquired	$	4,322

Since the acquisition date through September 30, 2024, TruHC reported revenue of $nil and net loss and comprehensive loss of $0.5 million.

The intangible assets of $3.2 million are comprised of licenses with a 5-year useful life.

The goodwill is attributable to the assembled workforce of TruHC and the expected synergies between TruHC and Flora's existing operations. This includes:

the ability to leverage TruHC's licenses to import, process and sell medicinal cannabis;
the opportunity to process and produce medical cannabis for other third party customers in the German market; and
the potential to obtain the requisite licenses to process and produce recreational cannabis for sale in the future should German regulations allow.

The Company does not expect the goodwill and intangible asset values to be deductible for Canadian tax purposes. The goodwill is assigned to the commercial and wholesale segment.

If TruHC was acquired at January 1, 2023, the combined revenue of TruHC and the Company would not have changed for the nine months ending September 30, 2024 and 2023. The combined net loss of TruHC and the Company would have increased by approximately $0.7 million and $0.2 million for the nine months ending September 30, 2024 and 2023, respectively (unaudited).

The Company incurred acquisition-related costs of $0.2 million which were expensed as incurred in professional fees on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

Australian Vaporizers Pty LTD ("AV") business combination

On June 4, 2024, the Company acquired 100% of the issued and outstanding common shares of AV in exchange for 550,000 common shares of the Company, valued at $0.6 million. AV was founded in 2010 and is an online retailer of vaporizers, hardware, and accessories in Australia. The acquisition provides the Company with a historically profitable business and allows the Company to drive synergies with its existing portfolio of brands.

The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows:

(Thousands of Untied States dollars)
Current assets
Cash	$	59
Inventory		422
Prepaid expenses and other current assets		21
Total current assets		502

Non-current assets
Property, plant and equipment, net		49
Operating lease right of use assets		123
Intangible assets		180
Goodwill		230
Total assets		1,084

Current liabilities
Trade and amounts payables		(139	)
Current portion of operating lease liability		(33	)
Other accrued liabilities		(134	)
Total current liabilities		(306	)

Non-current operating lease liability		(95	)
Deferred tax		(45	)
Total liabilities		(446	)
Total net assets acquired	$	638

Since the acquisition date through September 30, 2024, AV reported revenue of $0.4 million and net income and comprehensive loss of $0.4 million.

The intangible assets of $0.2 million are comprised of brands with an 8-year useful life.

The goodwill is attributable to the assembled workforce of AV and the significant synergies expected to arise after its acquisition. The Company does not expect the goodwill and intangible asset values to be deductible for Canadian income tax purposes. The goodwill is assigned to the house of brands segment.

If AV was acquired at January 1, 2023, the combined revenue of AV and the Company would have increased approximately $2.0 million and $3.7 million for the nine months ended September 30, 2024 and 2023, respectively (unaudited). The combined net loss of AV and the Company would have increased by approximately $0.1 million for the nine months ended September 30, 2024, and decreased by $0.4 million for the nine months ended September 30, 2023 (unaudited).

The Company incurred acquisition related costs of less than $0.1 million which were expensed as incurred in professional fees on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

8. INTANGIBLE ASSETS AND GOODWILL

A continuity of intangible assets for the nine months ended September 30, 2024 is as follows:

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

		Licenses		Trademarks and Brands			Patents			Goodwill			Total
Cost
At December 31, 2023	$	-	$	1,892		$	1,098		$	-		$	2,990
Acquired through business combinations		3,193		180			-			2,280			5,653
Impairment		-		(177	)		(70	)		(238	)		(485	)
At September 30, 2024	$	3,193	$	1,895		$	1,028		$	2,042		$	8,158

Accumulated Amortization
At December 31, 2023	$	-	$	1,132		$	912		$	-		$	2,044
Additions		326		101			18			-			445
At September 30, 2024	$	326	$	1,233		$	930		$	-		$	2,489

Foreign currency translation		146		4			1			108			259
Net book value at September 30, 2024	$	3,013	$	666		$	99		$	2,150		$	5,928

Amortization expense for the three and nine months ended September 30, 2024 was $0.2 million and $0.4 million, respectively (September 30, 2023 - $0.3 million and $1.9 million, respectively) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss.

The Company's intangible assets acquired through business combinations consist of assets acquired as part of the April 2024 purchase of TruHC and the June 2024 purchase of AV (Note 7). Information regarding the TruHC intangible assets within the indicated categories of the table above is as follows as at September 30, 2024:

Licenses: carrying amount $3.0 million with a remaining amortization period of 54 months

Information regarding the AV intangible assets within the indicated categories of the table above is as follows as at September 30, 2024:

Trademark and brands: carrying amount $nil million after full impairment of $0.2 million recorded during the period ending September 30, 2024

At September 30, 2024, the weighted average amortization period remaining for intangible assets was 4.7 years.

At September 30, 2024, the estimated future amortization expense related to intangible assets is as follows:

2024	$	203
2025		811
2026		811
2027		811
2028		811
Thereafter		331
Total	$	3,778

The Company's goodwill is assigned to the following reporting units:

		TruHC		AV			Total
Net book value as at December 31, 2023	$	-	$	-		$	-
Acquired through business combinations		2,050		230			2,280
Impairment		-		(238	)		(238	)
Foreign currency translation		100		8			108
Net book value as at September 30, 2024	$	2,150	$	-		$	2,150

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

9. ASSET IMPAIRMENT

Goodwill

The Company tests its goodwill for impairment as part of its annual fourth quarter impairment test, and at interim periods when impairment indicators exist. The Company's goodwill is assigned to the reporting units associated with the original acquisition of those operations. At September 30, 2024, the Company determined that there were no indicators present for its TruHC reporting unit.

At September 30, 2024, the Company's AV reporting unit had external indicators of impairment due to new limitations by the Australian government that limits the sales of vaporizers containing nicotine to only pharmacies, which will likely negatively impact AV's direct-to-consumer online sales. As such, the Company tested the AV reporting unit for impairment as at September 30, 2024 and determined that the carrying value of the AV reporting unit's assets exceeded the recoverable amount, resulting in goodwill impairment of $0.2 million recorded in the nine months ended September 30, 2024. The impairment is recorded in the goodwill impairment caption on the consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $nil. The income approach used a discount rate of 16%, operating margins from -31% to -41%, working capital requirements of 3% revenue, and a terminal period growth rate of 2.5%. Revenue is expected to decrease 46% in 2024, decrease another 30% in 2025, then increase at 2.5% in 2026 and thereafter.

Long-lived assets

As discussed in Note 15, on May 7, 2024, Just Brands agreed to a settlement and general release, whereby Just Brands will remove the products subject to the stop sales orders from the state of Florida and accept a five-year revocation of its food permit in the state of Florida. As a result of this settlement, the Company began negotiations to exit its current warehouse lease in Pompano Beach, FL, and searching for a new warehousing facility in a different state. The Company considered this to be an indicator of impairment and, thus, performed a quantitative analysis as of March 31, 2024 to determine if impairment existed by comparing the carrying amount of the operating lease right of use asset and related leasehold improvements to the future undiscounted cash flows the asset is expected to generate over its remaining life. This analysis indicated the asset values may not be recoverable. The Company then calculated the fair value of this asset using an income approach. As a result, the Company recorded an impairment of operating lease right of use assets and property, plant and equipment within its Vessel asset group within the house of brands segment totaling $0.9 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss during the three months ended March 31, 2024. There were no further indicators of impairment for these assets for the period ending September 30, 2024.

Likewise, a facility lease housing the High Roller operations expired on June 30, 2024, and the Company has completed the move of these operations to the new warehouse in Pompano Beach, FL. The Company determined that much of the machinery and office equipment at the old facility would not be used at the new facility. As such, the Company will look to sell these assets. The Company was able to estimate the selling price of each asset as well as any potential cost of sales, which was then compared to the current book value of the assets. The difference of $0.1 million was recorded within its JustCBD asset group within the house of brands segment. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss during the three months ended June 30, 2024. There were no further indicators of impairment for these assets for the period ending September 30, 2024.

The Company determined that the reduced sales forecast of Vessel was an indicator of impairment as of June 30, 2024 and again at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates, customer decay rates and discount rates. As a result, the Company recorded impairments of patents and tradenames within its Vessel asset group within the house of brands segment totaling $0.1 million and $nil million for the three months ended June 30, 2024 and September 30, 2024, respectively. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

The Company determined that the reduced sales forecast of JustCBD was an indicator of impairment as at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates and discount rates. The resulting calculation concluded that the carrying amount of the JustCBD assets were recoverable, and, thus, no impairment was recorded for the period ending September 30, 2024.

The Company determined that the new limitations by the Australian government that limits the sales of vaporizers containing nicotine to only pharmacies was an indicator of impairment as at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates and discount rates. As a result, the Company recorded impairments of brands within its AV asset group within the house of brands segment totaling $0.2 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

10. DEBT

Euro credit facility

The Company, through FGH, has credit facilities totaling 4.1 million Euro ($4.6 million USD), at three different banks in Germany. These arrangements are open ended without predetermined maturity dates. Principal and interest payments are due at the end of each term. Interest rates can change with each new amount drawn. As of September 30, 2024, the total outstanding amount on these credit facilities was 2.0 million Euro ($2.2 million USD) with interest rates ranging from 4.95% to 5.59% and due within the next twelve months. These credit facilities were secured by various guarantees, including payment guarantees upon default.

11. LEASES

The Company's leases primarily consist of administrative real estate leases in Germany, the United States and Australia. Management has determined all the Company's leases are operating leases through September 30, 2024. Information regarding the Company's leases is as follows:

		Three months ended September 30, 2024			Three months ended September 30, 2023			Nine months ended September, 2024			Nine months ended September 30, 2023
Components of lease expense
Operating lease expense	$	178		$	286		$	542		$	910
Short-term lease expense		25			109			205			244
Sublease income		(92	)		(17	)		(270	)		(17	)
Total lease expense	$	111		$	378		$	477		$	1,137

Other Information
Operating cash flows from operating leases	$	282		$	330		$	1,030		$	1,050
ROU assets obtained in exchange for new operating lease liabilities		29			103			2,172			200
Weighted-average remaining lease term in years for operating leases								3.8			2.7
Weighted-average discount rate for operating leases								10.8%			7.9%

Maturities of operating lease liabilities as of September 30, 2024 are as follows:

Thousands of United States dollars		Operating Leases
2024	$	286
2025		1,054
2026		969
2027		756
2028		470
Thereafter		205
Total future lease payments		3,740
Less: imputed interest		(675	)
Total lease liabilities		3,065
Less: current lease liabilities		(832	)
Total non-current lease liabilities	$	2,233

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

Some of the Company's leases contain renewal options to continue the leases for another term equivalent to the original term, which are generally up to five years. The lease liabilities above include renewal terms that management has executed or is reasonably certain of renewing, which only included leases that would have expired in 2024 or 2025.

In April 2024, the Company began leasing 4,184 sq. ft. of office space in Fort Lauderdale, FL, for $8,000 a month, pursuant to a lease agreement that expires in March 2028.

As part of the acquisition of TruHC in April 2024, the Company acquired a lease for warehouse and office space in Hamburg, Germany, for $9,000 a month, pursuant to a lease agreement that expires in April 2025. The lease contains options to extend the lease in 5-year increments. The Company is reasonably certain of renewing this lease for another 5 years.

As part of the acquisition of AV in June 2024, the Company acquired a lease for warehouse and office space in Brisbane, Australia, for $5,000 a month, pursuant to a lease agreement that expires in April 2027. The lease contains options to extend the lease in 5-year increments. The Company is not reasonably certain of renewing this lease.

The Company began subleasing retail space in Miami, Florida to a third party during the third quarter of 2023. The sublease agreement is effective through November 30, 2026 and contains one option to renew for five more years. The Company began subleasing warehousing and office space in Carlsbad, CA to a third party during the fourth quarter of 2023. The sublease is effective through August 31, 2027 and does not contain renewal options.

See Note 9 for discussion of impairment of operating lease right of use assets during the nine months ended September 30, 2024.

12. SHARE CAPITAL

Authorized and issued

The Company is authorized to issue an unlimited number of common shares, no par value. On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation.

The Company had the following significant common share transactions:

Nine months ended September 30, 2024

JUNE 2024 PAYMENT TO AV OWNERS

As discussed in Note 7, the Company issued 550,000 of its common shares valued at $0.6 million to the prior owners of AV as part of the Company's acquisition of 100% of the issued and outstanding common shares of AV on June 4, 2024.

APRIL 2024 PAYMENT TO TRUHC OWNERS

As discussed in Note 7, the Company issued 2,135,199 of its common shares valued at $3.3 million to the prior owners of TruHC as part of the first closing of the Company's acquisition of TruHC on April 22, 2024. The first closing made up 77% of the total agreed upon share price of 2,770,562 common shares of the Company. The remaining 635,363 common shares of the Company are to be issued at the Second Closing, which was approved by Flora shareholders on August 14, 2024 in accordance with the rules of the Nasdaq Capital Market. As of September 30, 2024, the Company has not issued the 635,363 common shares associated with the Second Closing.

APRIL 2024 EQUITY OFFERING

On April 8, 2024, the Company closed an offering of 1,700,000 of the Company's common shares at a public offering price of $1.90 per Common Share for gross proceeds of $3.2 million. The Company paid $0.4 million in issuance costs relating to the April 2024 equity offering.

The offering of the securities described above was made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-274204), filed with the SEC on August 25, 2023 and amended on August 30, 2023, which was declared effective, on September 6, 2023, and the base prospectus included therein, as supplemented by the preliminary prospectus supplement filed with the SEC on April 4, 2024 and the final prospectus supplement filed with the SEC on April 5, 2024.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

As part of the offering on April 8, 2024, YT Research Inc., a company in which the Company's CEO, Clifford Starke, is the sole director and equity owner, purchased 526,315 common shares at the public offering price of $1.90 per Common Share, for a total of $1.0 million.

AT THE MARKET ("ATM") OFFERING

On April 26, 2024, the Company entered into an ATM Issuances Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. (the "Agent") pursuant to which the Company may sell from time to time, at its option, common shares through the Agent in its capacity as sales agent. The sale of common shares, if any, will be made under the Company's registration statement filed on Form S-3 (File No. 333-274204) (the "Registration Statement"), by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market to sell on the Company's behalf all of the common shares requested to be sold by the Company. The Agent will offer the common shares, subject to the terms and conditions of the Sales Agreement, on a daily basis or as otherwise agreed upon by the Company and the Agent. The Company will designate the maximum amount of common shares to be sold through the Agent on a daily basis or otherwise determine such maximum amount, together with the Agent. The Company may instruct the Agent not to sell common shares if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company or the Agent may suspend the offering of common shares being made through the Agent under the Sales Agreement upon proper notice to the other parties.

The aggregate compensation payable to the Agent, on behalf of the Agent, shall be up to 3.0% of the aggregate gross proceeds from each sale of the common shares sold through the Agent pursuant to the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.

The Company is not obligated to make any sales of common shares under the Sales Agreement. The offering of common shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by the Company or by the Agent, only with respect to itself, under the circumstances specified in the Sales Agreement. The Company has yet to sell any of its common shares under the Sales Agreement.

OTHER ISSUANCES

On March 8, 2024, the Company entered into a settlement agreement with a third party pursuant to which the Company issued 50,000 common shares of the Company, valued at $0.1 million, to a third party to settle outstanding amounts owed.

13. SHARE BASED COMPENSATION

The Company’s 2022 Incentive Compensation Plan (the “2022 Plan”) and its previous “’rolling” stock option plan (the “Prior Plan”) are described in the Company’s 2023 Form 10-K. The 2022 Plan was amended to increase the number of shares issuable thereunder from 950,000 to 2,500,000 shares at the Company’s annual shareholder meeting on August 14, 2024.

OPTIONS

Stock options granted under the Prior Plan are non-transferable and non-assignable and may be granted for a term not exceeding five years. Under the 2022 Plan, stock options may be granted with a term of up to ten years and in the case of all stock options, the exercise price may not be less than 100% of the fair market value of a Common Share on the date the award is granted. Stock option vesting terms are subject to the discretion of the Compensation Committee of the Company's Board of Directors. Common shares are newly issued from available authorized shares upon exercise of awards. The Company no longer makes new grants of stock options under the Prior Plan.

Information relating to share options outstanding and exercisable as at September 30, 2024 and December 31, 2023 is as follows:

Options Outstanding
	Number of options (in thousands)			Weighted average exercise price	Weighted average remaining life (years)		Aggregate intrinsic value
Outstanding balance, December 31, 2023	49		$	27.04	2.8	$	-
Forfeited	(28	)		18.74	0.7		-
Outstanding balance, September 30, 2024	21		$	38.18	4.2	$	-
Exercisable balance, September 30, 2024	21		$	38.18	4.2	$	-

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

The total expense related to the options granted in the three and nine months ended September 30, 2024 was $nil and less than $0.1 million, respectively (2023 total benefit - less than $0.1 million and $0.1 million, respectively). This expense (benefit) is included in the share based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss. Generally, the options granted in 2023 vest one to two years following the date of grant provided that the recipient is still employed or engaged by the Company.

At September 30, 2024 the total remaining stock option cost for nonvested awards is $nil.

RESTRICTED STOCK AWARDS

Restricted stock is a grant of common shares which may not be sold or disposed of, and which is subject to such risks of forfeiture and other restrictions as the Committee, in its discretion, may impose. A participant granted restricted stock generally has all of the rights of a shareholder of the Company, unless otherwise determined by the Committee. Subject to certain exceptions, the vesting of restricted stock awards is subject to the holder's continued employment or engagement through the applicable vesting date. Unvested restricted stock awards will be forfeited if the holder's employment or engagement ceases during the vesting period and may, in certain circumstances, be accelerated. The Company values restricted stock awards based on the closing share price of the Company's common shares as of the date of grant. The fair value of the restricted stock award is recorded as an expense over the vesting period.

Information relating to restricted stock awards outstanding as at September 30, 2024 and December 31, 2023:

	Number of restricted stock awards			Weighted average grant date fair value
	Thousands
Balance, December 31, 2023	391		$	1.41
Vested	(374	)		(1.15	)
Cancelled	(4	)		(6.90	)
Balance, September 30, 2024	13		$	7.41

The total expense related to the restricted stock awards in the three and nine months ended September 30, 2024 was less than $0.1 million and less than $0.1 million, respectively (2023 - less than $0.1 million and $0.6 million, respectively). This expense is included in the share based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

The outstanding restricted stock awards vest over the next two years provided the award holder is still employed or engaged by the Company. As of September 30, 2024, the Company had less than $0.1 million of unrecognized compensation expense related to restricted stock awards which will be recognized over the next two years.

STOCK APPRECIATION RIGHTS ("SARs")

SARs grant a right to receive, upon exercise thereof, the excess of (A) the fair market value of one common share on the date of exercise over (B) the grant price of the SAR. The grant price of a SAR shall not be less than 100% of the fair market value of a common share on the date of the grant. During the period ending September 30, 2024, the Company granted SARs to its Chief Executive Officer and Chief Financial Officer, which was approved by a majority of the Company's shareholders at the Company's annual meeting held on August 14, 2024.

The fair value of the SARs at August 14, 2024 was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial model. The significant inputs to the valuation include an 11-year term to maturity, the Company's closing share price at August 14, 2024 ($0.91), estimated Company common share volatility (110%), and risk-free rate of 3.8% to discount the ending result to present value. The valuation also includes a derived service period, which is the median time to vest, as calculated by the model. This derived service period inherently contains some degree of estimation uncertainty.

Information relating to SARs outstanding at September 30, 2024 and December 31, 2023 is as follows:

SARs Outstanding

Number of
SARS (in
thousands)

Weighted
average
exercise price

Weighted average
remaining life
(years)

Aggregate
intrinsic value

Outstanding balance, December 31, 2023

Granted

2,139

Outstanding balance, September 30, 2024

2,139

1.10

10.87

223

Exercisable balance, September 30, 2024

329

1.15

10.87

223

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

The total expense related to SARs granted in both the three and nine months ended September 30, 2024 was $0.4 million. The total expense related to SARs granted in both the three and nine months ended September 30, 2023 was $nil. This expense is included in the share based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss. The SARs granted in 2024 will vest in tranches based on the derived service period, ranging from zero to three years, provided that the recipient is still employed or engaged by the Company.

14. WARRANTS

The following summarizes the number of warrants outstanding as of September 30, 2024:

	Number of warrants		Weighted average exercise price
	Thousands
Balance, December 31, 2023	2,384	$	9.90
Balance, September 30, 2024	2,384	$	9.90

Date of expiry	Warrants outstanding		Exercise price		Grant date fair value	Remaining life in years
	Thousands
November 18, 2026	221	$	75.00	$	6,729	2.13
November 18, 2027	23		66.00		1,055	3.13
December 8, 2027	25		8.80		149	3.19
September 21, 2028	691		2.50		712	3.98
September 21, 2028	55		2.39		81	3.98
March 21, 2029	1,369		2.50		1,120	4.47
	2,384	$	9.90	$	9,846	4.08

15. COMMITMENTS AND CONTINGENCIES

Provisions

The Company's current known provisions and contingent liabilities consist of the following as of September 30, 2024:

		Legal disputes			Sales tax			Total
Balance as at December 31, 2023	$	2,962		$	2,538		$	5,500
Payments/settlements		(7	)		(380	)		(387	)
Additional provisions		1,183			451			1,634
Foreign currency translation		96			-			96
Balance as at September 30, 2024	$	4,234		$	2,609		$	6,843

The legal disputes balance as of September 30, 2024, relate to the settlement of a contractual dispute involving the Company. It involves a former shareholder of ACA Mueller, an entity that was part of the Company's acquisition of FGH in December 2022, who filed a statement of claim against a wholly owned subsidiary of the Company in the Constance Regional Court in Germany. In March 2024, the Constance Regional Court in Germany ordered the Company to pay the plaintiff $3.0 million plus interest thereon at a rate of 5% above the prime rate since September 6, 2020 in addition to 83% of the legal fees. The Company has since filed an appeal. While the Company believes that this claim is without merit, at this time the Company believes it is probable that a liability has been incurred and the Company is able to reasonably estimate the loss of $4.2 million, including $1.2 million of interest accrued in the nine months ended September 30, 2024. As a result, without acknowledgement (explicitly or implicitly) of any amount of liability arising from this claim, the Company recognized a provision of $4.2 million to reflect the value of the claim. This dispute is covered under an indemnification agreement between the Company and the former Chief Executive Officer and shareholder of FGH. The Company intends to vigorously defend itself through appropriate legal proceedings. The $4.2 million is recorded within contingencies and within indemnification receivables on the unaudited condensed consolidated statements of financial position.

The settlement of legal disputes in 2024 related to the settlement of an action brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company was obligated to issue 3,000,000 common shares (pre-splits) to him for a purchase price of $0.05 per share as a result of alleged consulting services he performed in 2019. In December 2023, the Company entered into a settlement agreement with Mr. Garcia Mendez pursuant to which the Company will pay less than $0.1 million to Mr. Garcia Mendez to settle the dispute. The payment was made in January 2024. The amount was recorded within contingencies on the consolidated statements of financial position and expense on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2023.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

On April 30, 2024, a group representing the sellers of Just Brands LLC to Flora in February 2022 brought an action against the Company in the United States District Court for the Southern District of New York claiming that the Company failed to promptly issue additional shares in accordance with a specific formula set forth in the securities purchase agreement after the two-year anniversary of the closing, which occurred on February 24, 2024. The plaintiffs claim that they are entitled to 182,889 common shares and $38.0 million to complete the acquisition of Just Brands LLC. The Company has assessed the claims and concluded that it is probable that a liability has been incurred and that the Company is able to reasonably estimate the loss based on the fair value of 632,484 common shares of the Company. As at September 30, 2024, this value is $1.0 million and has been recorded in the contingent purchase considerations on the unaudited condensed interim consolidated statement of financial position.

The Sales tax relates to estimated amounts owed to certain jurisdictions in the Unites States for sales from the Company's JustCBD operations. The ending balance is recorded within contingencies on the unaudited condensed interim consolidated statement of financial position, and additions to the provision as a reduction of revenue on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

Legal proceedings

The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as at September 30, 2024.

On November 1, 2023, Just Brands filed an Emergency Complaint for Declaratory Judgment and Injunctive Relief in the Southern District of Florida against the Florida Department of Agriculture and Consumer Services (the "Department") stemming from stop sale orders issued by the Department whereby the Department prohibited Just Brands from selling and moving most of its products. Relying on Florida Statute Section 581.217, which includes the definition of "attractive to children," the Department determined Just Brand's product could not be sold or moved because the products were manufactured in the shape of humans, cartoons, or animals; in a form that bears a reasonable resemblance to an existing candy product; and containing color additives. The Court ruled in favor of the Department and that Order was being appealed to the Eleventh Circuit Court of Appeals. Since then, the Department has initiated an Administrative Action claiming Just Brands moved product outside the State of Florida in violation of the stop sale orders. The statute provides for a penalty of up to $5,000 per violation. The Department sought to assess penalties on what they claimed to be a total of 215,154 violations (one for each package). The Company disputed the Department's claim and vigorously defended against this action. The total value of inventory impacted by the stop sale orders was $1.9 million. On May 7, 2024, Just Brands and the Department agreed to a settlement and general release, whereby Just Brands will remove the products subject to the stop sales orders from the state of Florida, pay the Department $60,500 to reimburse the Department's attorney's fees, and accept a five-year revocation of its food permit in the state of Florida. By signing the release, Just Brands waived, settled and released all claims it had or might have against the Department. Similarly, on June 27, 2024, Just Brands and the Department agreed to a settlement and general release, whereby High Roller will remove the products subject to the Stop Sales Orders from the state of Florida, destroy products containing controlled substances, pay the Department $5,000 to reimburse the Department's attorney's fees, and accept a two-year suspension of the manufacture, distribution and sale of gummy hemp extract products in the state of Florida. By signing the release, High Roller waived, settled and released all claims it had or might have against the Department.

On May 31, 2023, Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres brought an action against the Company in the Ontario Superior Court of Justice claiming that the Company is obligated to issue 500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of September 30, 2024.

On May 31, 2023, Ramon Ricardo Castellanos Saenz and Miriam Ortiz brought an action against the Company in the Ontario Superior Court of Justice claiming that the Company is obligated to issue 1,500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of September 30, 2024.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

In connection with the Company's acquisition of FGH, the Company's current CEO and the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. In addition to the matter regarding the former shareholder of ACA Mueller, discussed above, the following actions are pending as of the date hereof:

On February 3, 2023, an action was brought in the Ontario Superior Court of Justice by Nathan Shantz and Liberacion e Inversiones S.A. against various parties including Clifford Starke, the Company's current CEO and FGH's former Chief Executive Officer, and FGH. The statement of claim alleges that, prior to the closing of the Arrangement, 8,831,109 FGH shares purportedly owned by the plaintiffs were wrongfully transferred to third parties, in part through alleged unauthorized steps taken by Mr. Starke. Plaintiffs seek, among other things, a declaration that they are the rightful owners of the shares or, in the alternative, damages. Against FGH, they claim a declaration that, by virtue of the alleged unauthorized transfer of shares, FGH acted oppressively and seek damages in the amount of $4.0 million. The defendants have brought motions to stay the proceedings on the grounds that the Ontario court lacks jurisdiction over the claim. In the event FGH should incur any losses in connection with this matter, such losses are to be indemnified by Mr. Starke subject to the maximum threshold of the indemnity agreement. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of September 30, 2024.

The total amount claimed against the former entities of FGH currently exceeds the maximum $5.0 million of the indemnification agreement. However, the Company is estimating the likelihood of loss in these cases will not exceed $4.2 million.

16. LOSS PER SHARE

The Company calculates basic earnings per share based upon the weighted average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period. The calculation of diluted earnings per share excludes all potential common shares if their inclusion would have an anti-dilutive effect. Restricted stock award recipients under the 2022 Plan have a non-forfeitable right to receive dividends declared by the Company and are therefore included in computing earnings per share.

	Three months ended	Three months ended	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	21	107	21	107
Warrants	2,384	2,384	2,384	2,384
Restricted stock awards	13	-	13	40
Stock appreciation rights, exercisable	329	-	329	-
JustCBD potential additional shares to settle contingent consideration	632	-	632	657
Total	3,379	2,491	3,379	3,188

17. FINANCIAL INSTRUMENTS

Fair value

The Company's financial instruments measured at amortized cost as at September 30, 2024 and December 31, 2023 consist of cash, trade and amounts receivable, loans receivable, trade payables, contingencies, accrued liabilities, lease liabilities, and debt and loans payable. The amounts reflected in the unaudited condensed interim consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments.

Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on:

Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities

Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and

Level 3 - inputs for the instruments are not based on any observable market data.

The Company's contingent purchase considerations consist of the estimated fair value of contingent purchase consideration from the acquisitions of JustCBD in February 2022 and Original Hemp in March 2023. The amount for JustCBD is measured at FVPL as a Level 2 fair value financial instrument within the fair value hierarchy as at September 30, 2024. The fair value was determined using a simplified calculation which took the expected shares to be issued (632,484) multiplied by the Company's closing share price at September 30, 2024 ($1.53). The amount for Original Hemp is measured at FVPL as a Level 3 fair value financial instrument within the fair value hierarchy as at September 30, 2024. The fair value was determined using discounted cash flow models utilizing two different rates, high (25.0%) and low (19.4%), to estimate the present value of the future cash outflows. As valuations of investments for which market quotations are not readily available are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Such changes may have a significant impact on the Company's financial condition or operating results.

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

The following tables present information about the Company's financial instruments and their classifications as at September 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value.

Fair value measurements at September 30, 2024 using:

Level 1

Level 2

Level 3

Total

Financial liabilities:

Contingent purchase consideration from asset acquisitions and business combinations

968

184

1,152

Fair value measurements at December 31, 2023 using:
		Level 1		Level 2		Level 3		Total
Financial liabilities:
Contingent purchase consideration from asset acquisitions and business combinations	$	-	$	854	$	241	$	1,095

The $0.1 million change in the Level 3 contingent purchase consideration from the Original Hemp acquisition was recorded as a loss in the unrealized loss (gain) from changes in fair value on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

18. SEGMENTED INFORMATION

The Company reports its financial results for the following two operating segments, which are also its reportable segments: commercial and wholesale (primarily FGH subsidiaries), which sells pharmaceutical products, and house of brands (primarily JustCBD and Vessel subsidiaries), which sells a mix of products across multiple categories including food and beverage, cannabis accessories and technology, personal care and wellness. TruHC, acquired in April 2024, is included in commercial and wholesale, while, AV, acquired in June 2024, is included in house of brands. These segments reflect how the Company's operations are managed, how the Company Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured.

For the year ended December 31, 2023, the Company had three operating segments, which were also its reportable segments: commercial and wholesale, house of brands and pharmaceuticals (formerly the Grupo Farmaceutico Cronomed and Breeze Laboratory subsidiaries in Colombia). Due to the sale of the Colombian subsidiaries during 2023 and the resulting reclassification into discontinued operations, the Company no longer reports a pharmaceuticals segment.

The Company's operates its manufacturing and distribution business within its subsidiaries in the United States, Germany and Australia. Management has defined the reportable segments of the Company based on this internal business unit reporting, which is by major product line, and aggregates similar businesses into the house of brands segment below. The Corporate segment reflects balances and expenses that do not directly influence business unit operations and includes the Company's long-term investments.

Information regarding the Company's segments is summarized as follows:

		For the three months ended			For the three months ended			For the nine months ended			For the nine months ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net Sales
Commercial & Wholesale	$	7,238		$	9,046		$	28,219		$	27,801
House of Brands		5,880			9,420			21,025			36,185
Eliminations		(653	)		(1,149	)		(3,065	)		(5,890	)
	$	12,465		$	17,317		$	46,179		$	58,096
Net (Loss) Income from Continuing Operations
Commercial & Wholesale	$	(481	)	$	(316	)	$	(816	)	$	(7,053	)
House of Brands		(1,245	)		1,232			(3,828	)		(27,886	)
Corp & Eliminations		(2,074	)		(286	)		(5,187	)		(4,609	)
	$	(3,800	)	$	630		$	(9,831	)	$	(39,548	)

Flora Growth Corp.
Notes to the unaudited condensed interim consolidated financial statements

For the three and nine months ended September 30, 2024 and 2023

(In thousands of United States dollars, except shares and per share amounts)

As at		September 30, 2024		December 31, 2023
Assets
Commercial & Wholesale	$	17,599	$	9,096
House of Brands		9,219		11,608
Corp & Eliminations		2,466		2,922
	$	29,284	$	23,626

Disaggregation of net sales by geographic area:

		For the three months ended		For the three months ended		For the nine months ended		For the nine months ended
		September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net Sales
United States	$	4,841	$	7,913	$	16,964	$	29,264
Germany		7,238		9,046		28,219		27,801
United Kingdom		197		358		567		1,031
Australia		189		-		429		-
	$	12,465	$	17,317	$	46,179	$	58,096

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations, financial condition, liquidity and cash flows for the periods presented. This discussion should be read in conjunction with (a) our unaudited condensed consolidated financial statements and related notes contained elsewhere in Part I, Item 1, "Financial Statements" of this Quarterly Report, and (b) Part I, Item 1A "Risk Factors", Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes in our 2023 Annual Report. As discussed in the section above titled "Cautionary Statement Regarding Forward-Looking Statements," the following discussion contains forward-looking statements that are based upon our current expectations, including with respect to our future revenues and operating results. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of various factors. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included under Part II, Item 1A below and included under Part I, Item 1A in our 2023 Annual Report.

Amounts are expressed in United States dollars ("$" or "USD") unless otherwise stated to be in Canadian dollars ("CAD") or Euros ("€" or "EUR"). Amounts stated in foreign currencies include approximate USD amounts based on exchange rates on September 30, 2024. Variance, ratio, and percentage changes in this section are based on unrounded numbers. This section reports the Company's activities through September 30, 2024, unless otherwise indicated.

Overview of our Business

We are a multi-national cannabis company that manufactures and distributes consumer packaged goods and distributes medicinal cannabis and pharmaceutical products. Flora exists to create a world where the benefits of cannabis are accessible to everyone. Our primary businesses include JustCBD, Vessel and Phatebo. TruHC and Australian Vaporizers Pty Ltd were acquired in April 2024 and June 2024, respectively.

JustCBD

JustCBD is Flora's leading consumer packaged goods brand. JustCBD was launched in 2017 with a mission to bring high-quality, trustworthy and budget-friendly CBD products to market. The JustCBD offering currently consists of over 350 products across 15 categories, including CBD gummies, topicals, tinctures, and vape products and ships to over 11,500 independent retailers worldwide. JustCBD also sells direct to consumers with a customer base of approximately 350,000 people. 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. JustCBD's products are both internally and third-party lab-tested to ensure quality.

Vessel

Vessel is Flora's cannabis accessory and technology brand currently 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. Vessel has positioned itself as a lifestyle brand, developing products for consumers interested in "elevating" the consumption experience, focusing primarily on the direct-to-consumer business and have garnered a customer base of approximately 150,000 people. Since our acquisition of Vessel in November 2021, Vessel has been fully integrated into JustCBD and now benefits from operational, logistical and sales synergies with JustCBD.

Phatebo

Based in Germany, Phatebo is a wholesale pharmaceutical distribution company with import and export capabilities of a wide range of pharmaceutical goods and medical cannabis products to treat a variety of health indications, including drugs related to cancer therapies, multiple sclerosis and anti-depressants, among others. Phatebo holds a License for the Trade in Narcotic Drugs (including the cannabis sales license amendment) and a Wholesale Trading License, both of which are issued by BfArM (the largest drug approval authority in Europe). Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in Europe, but also with sales to Asia, Latin America, and North America. In November 2018, Phatebo also received a medical cannabis import and distribution license. The Phatebo warehouse provides a logistics outpost for Flora's growing product portfolio and distribution network within the European Union.

TruHC

In April 2024, Flora acquired TruHC, an early-stage cannabis company based in Hamburg, Germany. TruHC holds a GDP wholesale and an EU-GMP processing and production license for medical cannabis. It also owns and operates an EU-GMP certified laboratory ready for instant cannabis analysis as required for the newly legalized cannabis social clubs. Moreover, the facility of TruHC is a flexible production space with EU-GMP certified modules that can be extended and customized for any production process from processing to extraction and enables a license extension for a future in country cultivation of medical cannabis and supply of cannabis dispensaries expected to be opened in 2025 during phase 3 of legalization in Germany. TruHC also holds a narcotic license with EU-GMP certified storage. These licenses allow TruHC to apply for new medical cannabis & cultivation licenses and become an official cannabis test lab for upcoming cannabis social clubs. It also enables extensive international import of seeds and flowers for future distribution in what is expected to become the largest federally legal recreational cannabis market in the world.

Australian Vaporizers Pty Ltd ("AV")

Based in Australia, AV was founded in 2010 and has become one of the largest online retailers of vaporizers, hardware, and accessories in Australia. It is an online expert for aromatherapy products, specializing in dry herb vaporizers. It has been providing vaporizers, accessories and knowledge to enthusiasts and newcomers alike through its website www.australianvaporizers.com. Due to new regulations by the Australian government, AV is in the process of modifying its business model to sell more products to pharmacies and wholesalers.

Colombian Related Subsidiaries

On July 5, 2023, the Company entered into a share purchase agreement with Lisan, a Delaware limited liability company, to sell all its shares in certain of its Colombian subsidiaries and its Colombian assets for a purchase price of CAD $0.8 million (USD $0.6 million). The sale relates to Flora's operations in Colombia, including its interest in (i) its 361-acre Cosechemos farm located in Giron, Colombia and its related processing facilities and inventory and (ii) all other assets relating to Flora Lab 2, Flora Lab 4 and Flora's Colombian food and beverage and consumer products business (collectively "Colombia Assets"). The sale enables the Company to concentrate on its core business divisions, which are lifestyle brands in the United States and international pharmaceutical distribution. The sale was part of several strategic changes to cut costs and streamline operations. The Company received proceeds of CAD $0.5 million during the quarter ended September 30, 2023. The Company and Lisan completed the sale of Cosechemos Ya S.A.S on November 1, 2023.

Factors Impacting our Business

Challenges in realization of overhead reductions. Management has taken, and continues to implement, various cost-saving initiatives to lower overhead costs. However, the Company has not yet reached the critical balance in reducing overhead to meet both the existing and potential market demand in aggregate. The Company strives to attain sufficient growth to cover its overhead to reach profitability. If the Company fails to grow its business or reduce its operating expenses further in the long term, it will continue to face significant cash flow deficiencies in the future and continue to be reliant on debt and/or equity financing to fund operations.

Consistent profitability and positive operating cash flows. A key determinant of the Company's success is to deliver profitable results and positive cashflows from operating activities. The Company's results have not yet achieved the prerequisite consistency to achieve self-sufficiency. Since its inception, only the third quarter of 2023 yielded net income and positive cashflows from operating activities. There is no assurance that the Company will be able to produce adequate levels of sustained profitability and cash flow positive, or at all. These factors, amongst others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2 of the Company's unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024. For more information, see Item 1A "Risk Factors" in the Company's 2023 Annual Report.

Acquisition strategy disadvantages include significant transaction costs and liabilities of our acquirees. The Company has historically been opportunistic and pursues acquisitions from time to time that management believes will be complementary to or synergistic to the Company's existing business. However, any such acquisitions require the Company to incur heightened upfront transaction costs and require the Company to assume certain liabilities from the acquired companies. In addition, while the Company believes such acquisitions will provide enhanced value in the long term, it is possible that the anticipated synergies from the acquisition may never be realized.

Diversification of cashflows. Our sources of cash are diversified across geographic and product lines. Revenues are concentrated primarily in Germany and the United States, spanning pharmaceuticals, hemp and non-hemp consumer products and medicinal cannabis.

International cannabis developments. Flora's growth is embedded in the expansion, regulation and legalization of medicinal and recreational cannabis and cannabis derivative products across the world. While medicinal cannabis has been regulated at the federal level in multiple countries, the Company is focused on the most robust markets in Germany and the European Union. We remain tuned to international developments as potentially lucrative medicinal cannabis markets open.

Product evolution and brand acceptance. As the cannabis industry continues to change, divergent regulations and the corresponding resources required to introduce high-quality products are expected to impact our market share. Gaining access to continuously evolving and superior products remains a critical success factor. Our ultimate ability to produce and acquire products meeting stringent quality control standards drives the extent of consumer acceptance. Furthermore, the intrinsic value within our brands, including JustCBD and Vessel, is subject to evolving consumer sentiment.

Regulatory proficiency and adoption. The markets in which Flora operates are highly regulated and require extensive experience in navigating the associated complexities. We have assembled a team with deep knowledge of the regulatory and governance environments in which the Company operates. Fundamental expertise entails compliance with product approvals, import permits, export permits, distribution licenses and other pertinent licenses.

Integration of acquired companies. Our growth has been fueled substantially by the acquisition of JustCBD, Vessel and FGH. Our continued ability to extract incremental synergies from a group of diversified entities is a key determinant of our ability to expand organically.

Public Company Costs

We are a public company, which requires additional staff and the implementation of processes and procedures to address public company regulatory requirements and customary practices. We expect to continue to incur substantial additional annual expenses for, among other things, directors' and officers' liability insurance and additional internal and external costs for investor relations, accounting, audit, legal, and other functions.

Audit Committee Requirement

On December 6, 2023, the Company received a notification from Nasdaq, confirming that, due to having less than three independent audit committee members, the Company no longer complies with Nasdaq's audit committee requirements contained in Nasdaq Listing Rule 5605(c)(2)(A). As set forth in such notification, Nasdaq advised the Company that, under Nasdaq Rule 5605(c)(4), the Company was afforded a cure period in order to regain compliance (i) until the earlier of the Company's next annual shareholders' meeting or November 30, 2024, or (ii) if the next annual shareholders' meeting is held before May 28, 2024, then the Company must evidence compliance no later than May 28, 2024.

On May 2, 2024, the Board appointed Mr. Brendan Cahill as a director and member of each of the Company's audit committee, compensation committee and nominating and corporate governance committee.

After giving effect to Mr. Cahill's appointment, the audit committee of the Board has three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). As a result of the foregoing, the Company regained compliance with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A).

On August 26, 2024, Mr. Kevin Taylor resigned as director of the Company. After giving effect to Mr. Taylor's resignation, the audit committee no longer had three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). The Company informed Nasdaq of the foregoing on August 27, 2024.

On August 29, 2024, the Board appointed Mr. Harold Wolkin as an independent director and member of each of the Company's audit committee, compensation committee and nominating and corporate governance committee.

After giving effect to Mr. Wolkin's appointment, the audit committee of the Board has three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). As a result of the foregoing, the Company regained compliance with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A).

Key Components of Results of Operations

Revenue

The Company primarily generates revenue as a distributor of pharmaceutical goods, and a manufacturer and reseller of a range of cannabis-based and complementary products. The Company has two major revenue groups, which are also its two reportable segments:

(1) House of Brands; and

(2) Commercial and Wholesale.

These segments reflect how the Company's operations are managed, how the Company's Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured.

The Company operates its manufacturing and distribution business through its subsidiaries in the United States, Germany and Australia. Until the sale of the Colombia Assets, the Company also was engaged in the growth, cultivation, and development of medicinal cannabis and medicinal cannabis derivative products in Colombia.

The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price;

4. Allocate the transaction price to the performance obligations in the contract; and

5. Recognize revenue when or as the Company satisfies the performance obligations.

Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. Gross revenue excludes duties and taxes collected on behalf of third parties. Revenue is presented net of expected price discounts, sales returns, customer rebates and other incentives. The Company's cannabis consumption accessory products include a six-month warranty, which the Company accrues for the estimated liability based on historical and expected claim costs.

The Company's contracts with customers for the sales of products consist of one performance obligation. Revenue from product sales is recognized at the point in time when control is transferred to the customer, which is on shipment or delivery, depending on the contract terms. The Company's payment terms generally range from 0 to 30 days from the transfer of control, and sometimes up to six months.

Cost of sales

The Company includes the cost of raw materials and supplies, purchased finished goods and changes in inventory reserves in cost of sales for each of its two reportable segments. Raw materials include the purchase cost of the materials, freight-in and duty. Finished goods include the cost of direct materials and labor and a proportion of manufacturing overhead allocated based on normal production capacity. Inventory reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The primary factors that can impact cost of goods sold on a period-to-period basis include the volume of products sold, the mix of products sold, third-party quality costs, transportation, overhead allocations and changes in inventory provisions.

Operating Expenses

The Company's operating expenses are apportioned based on the following categories:

Consulting and management fees include salary and benefit expenses for employees, directors and consultants for the Company's corporate activities, other than those included in one of general and administrative, share based compensation, and research and development.
Professional fees include legal, audit and other expenses incurred by third-party service providers.
General and administrative include certain public company costs, merchant fees and temporary labor and subcontractor costs for the Company's operating subsidiaries.
Promotion and communication expenses consist primarily of services engaged in marketing and promotion of our products and costs associated with initiatives and development programs and salary and benefit expenses for certain employees.

Travel expenses relate to flight, lodging and incidental expenses for attending conferences, events and key business meetings.
Share based compensation includes the cost of vesting of the Company's equity awards, including share options, restricted share awards and stock appreciation rights.
Research and development expenses primarily consist of salary and benefit expenses for employees engaged in research and development activities, as well as other general costs associated with R&D activities.
Operating lease expense represents the cost of the Company's operating leases, primarily consisting of real estate and equipment.
Depreciation and amortization expense is provided on a straight-line basis over the corresponding assets' estimated useful lives.
Bad debt expense consists of changes in the provision for the Company's expected credit losses. The Company utilizes a provision matrix to estimate lifetime expected credit losses.
Asset impairment includes the difference between the fair value and carrying amount of the asset group. An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of an asset group.
Other expenses (income), net include miscellaneous expenses that do not fit the criteria for recognition in another category.

Non-Operating (Income) Expenses

Non-operating expenses include interest income and expenses, foreign exchange losses and unrealized losses from changes in fair value. Interest is primarily related to the Company's operating lines of credit. Foreign exchange is largely related to the revaluation of balances denominated in foreign currencies to U.S. dollars. Unrealized losses from changes in fair value pertain to fluctuations in the fair values of the Company's investments and liabilities.

Income Tax

Income tax consists primarily of income taxes related to U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business.

Income (Loss) from Discontinued Operations

Income (loss) from discontinued operations includes the net loss, net of tax, of the Colombian subsidiaries sold on July 5, 2023 and on November 1, 2023. It also includes an expected loss on the disposal as the carrying value of the assets being sold exceeded the expected sale price.

Results of Operations

The following tables provide sets forth the Company's consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 (in thousands). The period-to-period comparisons of the Company's historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data have been derived from our unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 included elsewhere in this Quarterly Report.

		For the three months ended September 30, 2024		For the three months ended September 30, 2023		For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Revenue	$	12,465	$	17,317	$	46,179	$	58,096
Cost of sales		9,626		12,375		36,319		43,848
Gross profit		2,839		4,942		9,860		14,248
Consulting and management fees		2,479		2,346		7,130		9,679
Professional fees		650		415		2,249		1,080
General and administrative		416		340		1,445		1,376
Promotion and communication		1,206		1,142		3,435		3,713
Travel expenses		126		77		318		333
Share based compensation		406		4		428		996
Research and development		118		8		227		37
Operating lease expense		178		286		542		910
Depreciation and amortization		226		305		557		2,043

Bad debt expense		47			(14	)		266			33
Asset impairment		413			-			1,471			34,941
Other expenses, net		266			573			1,507			2,078
Operating loss		(3,692	)		(540	)		(9,715	)		(42,971	)
Non-operating loss (income)		272			(1,119	)		187			(2,176	)
Net (loss) income before taxes and discontinued operations		(3,964	)		579			(9,902	)		(40,795	)
Income tax		(164	)		(51	)		(71	)		(1,247	)
Net (loss) income from continuing operations		(3,800	)		630			(9,831	)		(39,548	)
Income (loss) from discontinued operations		-			492			-			(7,791	)
Net (loss) income for the period	$	(3,800	)	$	1,122		$	(9,831	)	$	(47,339	)

Stop Sale Order by Florida Department of Agriculture and Consumer Services Division of Food Safety (the "Department")

On October 31, 2023, the Department issued 340 stop sale orders on hemp extract products distributed by Just Brands primarily on the basis that such products were determined to be attractive to children with the product and/or labels in the shape of an animal, human, or cartoon; or bears any reasonable resemblance to an existing candy product, or branded food product. As a result, Just Brands has stopped distributing these products in the State of Florida. There is no assurance that these products can be sold in another jurisdiction, or at all.

On January 22, 2024, the Department issued a stop sale order on 231 hemp extract and other products distributed by Just Brands primarily on the basis that such products were determined to be attractive to children with the product and/or labels in the shape of an animal, human, or cartoon; or bears any reasonable resemblance to an existing candy product, or branded food product. As a result, Just Brands has stopped distributing these products in the State of Florida. There is no assurance that these products can be sold in another jurisdiction, or at all.

On April 2, 2024, the Department issued a stop sale order on 84 hemp extract and other products distributed by High Roller primarily on the basis that such products were determined to be attractive to children with the product and/or labels in the shape of an animal, human, or cartoon; or bears any reasonable resemblance to an existing candy product, or branded food product. As a result, Higher Roller has stopped distributing these products in the State of Florida. There is no assurance that these products can be sold in another jurisdiction, or at all.

On May 7, 2024, Just Brands and the Department agreed to a settlement and general release, whereby Just Brands will remove the products subject to the Stop Sales Orders from the state of Florida, pay the Department $60,500 to reimburse the Department's attorney's fees, and accept a five-year revocation of its food permit in the state of Florida. By signing the release, Just Brands waived, settled and released all claims it had or might have against the Department.

On June 27, 2024, Just Brands and the Department agreed to a settlement and general release, whereby High Roller will remove the products subject to the Stop Sales Orders from the state of Florida, destroy products containing controlled substances, pay the Department $5,000 to reimburse the Department's attorney's fees, and accept a two-year suspension of the manufacture, distribution and sale of gummy hemp extract products in the state of Florida. By signing the release, High Roller waived, settled and released all claims it had or might have against the Department.

The Company estimates that the disruption from these stop sale orders had an unfavorable impact of $0.7 million on revenue during the nine months ended September 30, 2024. The total value of inventory impacted by the stop sale orders was $1.9 million. As per the agreement with the Department, all of the impacted inventory has been moved and is being sold outside the state of Florida.

For the Three Months Ended September 30, 2024, and 2023

Revenue

Revenue totaled $12.5 million and $17.3 million for the three months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by the following:

JustCBD contributed $4.2 million in the three months ended September 30, 2024 compared to $6.5 million in the three months ended September 30, 2023. The decrease was driven by the Company's decision to discontinue several unprofitable product lines during 2023, increased competition and market saturation.

Vessel contributed $1.1 million in the three months ended September 30, 2024, compared to $1.7 million in the three months ended September 30, 2023.
FGH contributed $7.0 million in the three months ended September 30, 2024, compared to $9.1 million in the three months ended September 30, 2023.
AV was acquired in June 2024 and contributed $0.2 million during the three months ended September 30, 2024.

Gross Profit

Gross profit totaled $2.8 million and $4.9 million for the three months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by the decreased sales at JustCBD, which contributed $1.7 million in the three months ended September 30, 2024 compared to $3.4 million in the three months ended September 30, 2023, Vessel, which contributed $0.6 million in the three months ended September 30, 2024 compared to $1.0 million in the three months ended September 30, 2023, and FGH, which contributed $0.5 million in the three months ended September 30, 2024 compared to $0.5 million in the three months ended September 30, 2024. TruHC and AV were acquired in 2024 and contributed a total of less than $0.1 million during the three months ended September 30, 2024. As a percentage of net sales, or gross margin, the Company reported 23% and 29% for the three months ended September 30, 2024 and 2023, respectively. The decrease is primarily due to lower margins at JustCBD.

Operating Expenses

Operating expenses totaled $6.5 million and $5.5 million for the three months ended September 30, 2024 and September 30, 2023, respectively. The increase was primarily driven by increased stock based compensation and asset impairments recorded in the three months ended September 30, 2024.

Consulting and Management Fees

Consulting and management fees were $2.5 million for the three months ended September 30, 2024 compared to $2.3 million for the three months ended September 30, 2023. These fees are related to employment and consulting contracts with most of the Company's management, as well as directors. The increase is primarily due to sales commissions paid at FGH during the three months ended September 30, 2024.

Professional Fees

Professional fees totaled $0.7 million for the three months ended September 30, 2024 compared to $0.4 million for the three months ended September 30, 2023. These expenses are associated with legal, accounting and audit services. The increase is due to increased legal and audit fees during the three months ended September 30, 2024.

General and Administrative Expenses

General and administrative expenses totaled $0.4 million for the three months ended September 30, 2024 compared to $0.3 million for the three months ended September 30, 2023. The primary expenses included in both periods were filing services and shareholder communications, as well as professional dues and subscriptions.

Promotion and Communication Expenses

Promotion and communication expenses totaled $1.2 million for the three months ended September 30, 2024 compared to $1.1 million for the three months ended September 30, 2023. Promotion expenses incurred in the period largely relate to the nature of JustCBD's business model, which is centered around promoting its products as a method for stimulating revenue growth.

Travel Expenses

Travel expenses totaled $0.1 million for both the three months ended September 30, 2024 and the three months ended September 30, 2023. These expenses were for various trips related to the subsidiaries and the Company's promotional activities.

Share Based Compensation Expenses

Share based compensation expenses totaled $0.4 million for the three months ended September 30, 2024 compared to less than $0.1 million for the three months ended September 30, 2023. These expenses represent the amortization of the fair value of share-based payments. The increase is primarily due to the granting of stock appreciation rights during the three months ended September 30, 2024.

Research and Development Expenses

Research and development expenses totaled $0.1 million for the three months ended September 30, 2024 compared to less than $0.1 million for the three months ended September 30, 2023. Research and development expenses consist primarily of contract research fees, manufacturing, consultant fees, and costs related to the launch of new brands for the Vessel business.

Operating Lease Expenses

Operating lease expenses totaled $0.2 million for the three months ended September 30, 2024 compared to $0.3 million for three months ended September 30, 2023. The decrease is due to the impairment of the right-of-use operating lease assets during 2023, causing reduced operating lease expense in 2024.

Depreciation and Amortization Expense

Depreciation and amortization expenses totaled $0.2 million for the three months ended September 30, 2024 compared to $0.3 million for the three months ended September 30, 2023. The decrease is primarily due to the impairment recorded on the Company's long-lived assets during 2023, causing reduced depreciation and amortization in 2024, partially offset by the acquisitions of TruHC and AV during 2024.

Bad Debt Expense

Bad debt expense totaled less than $0.1 million for both the three months ended September 30, 2024 and the three months ended September 30, 2023. The amounts reflect the Company's estimate of lifetime expected losses related to outstanding trade receivables.

Asset Impairment

Asset impairment totaled $0.4 million for the three months ended September 30, 2024 compared to $nil for the three months ended September 30, 2023. The amount for the three months ended September 30, 2024 represents impairment of the goodwill and brands at AV.

Other Expenses

Other expenses totaled $0.3 million for the three months ended September 30, 2024 compared to $0.6 million for the three months ended September 30, 2023. For both periods, these expenses consist mainly of insurance, repairs and maintenance and royalties partially offset by miscellaneous incomes. The decrease is due to increased sublease income during the three months ended September 30, 2024.

Non-operating Loss (Income)

Flora realized $0.3 million in non-operating loss for the three months ended September 30, 2024 compared to non-operating income of $1.1 million for the three months ended September 30, 2023. These amounts consist of unrealized (losses) gains from changes in fair value, interest (income) expense and foreign exchange loss (gain). The increase in loss is primarily due to a $0.3 million loss on the value of the contingent consideration related to the JustCBD acquisition during the three months ended September 30, 2024 compared to a $0.8 million gain during the three months ended September 30, 2023.

Income Tax

The Company recognized $0.2 million and $0.1 million in income tax benefit for the three months ended September 30, 2024 and 2023, respectively. The Company's effective tax rate during the periods ended September 30, 2024 and 2023 was 4.0% and -8.8%, respectively. We maintain valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. In determining whether a valuation allowance is required, we consider such factors as prior earnings history, expected future earnings, carry-back and carry-forward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to believe our deferred tax assets are not more-likely-than-not to be realized and a full valuation allowance remains recorded against net deferred taxes as of September 30, 2024 and 2023. The income tax benefit in the three months ended September 30, 2024 is primarily related to the tax effect of the amortization on the intangible assets at TruHC and AV. The income tax benefit in the three months ended September 30, 2023 is primarily related to the tax effect of the amortization and impairment on the intangible assets at FGH.

Income from Discontinued Operations

Income from discontinued operations totaled $nil in the three months ended September 30, 2024 compared to income from discontinued operations of $0.5 million in the three months ended September 30, 2023. The sale of the Colombian subsidiaries was completed during the third and fourth quarters of 2023.

Net (Loss) Income

Flora recorded a net loss of $3.8 million for the three months ended September 30, 2024 compared to a net income of $1.1 million for the three months ended September 30, 2023. This increase in net loss is driven by lower gross profit, increased operating expenses and non-operating losses, and the income reported from the disposed Colombia operations in 2023.

For the Nine Months Ended September 30, 2024, and 2023

Revenue

Revenue totaled $46.2 million and $58.1 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by the following:

JustCBD contributed $14.0 million in the nine months ended September 30, 2024 compared to $25.3 million in the nine months ended September 30, 2023. The decrease was driven by the Company's decision to discontinue several unprofitable product lines during 2023, increased competition and market saturation, as well as the stop sales orders discussed above.
Vessel contributed $3.6 million in the nine months ended September 30, 2024, compared to $5.0 million in the nine months ended September 30, 2023.
This was partially offset by an increase at FGH, which contributed $28.2 million in the nine months ended September 30, 2024, compared to $27.8 million in the nine months ended September 30, 2023.
AV was acquired in June 2024 and contributed $0.4 million during the nine months ended September 30, 2024.

Gross Profit

Gross profit totaled $9.9 million and $14.2 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by the decreased sales at JustCBD, which contributed $6.0 million in the nine months ended September 30, 2024 compared to $10.4 million in the nine months ended September 30, 2023. In addition, $0.7 million of inventory impairment was recorded at JustCBD in the nine months ended September 30, 2024 related to inventory theft and recoveries of stolen inventory that is no longer saleable. Moreover, gross profit at Vessel decreased from $2.2 million in the nine months ended September 30, 2023 to $1.9 million in the nine months ended September 30, 2024. The remaining fluctuation is due to increased gross margins at FGH with $1.9 million in the nine months ended September 30, 2024 compared to $1.8 million in the nine months ended September 30, 2023. TruHC and AV were acquired in 2024 and contributed a total of $0.1 million during the nine months ended September 30, 2024. As a percentage of net sales, or gross margin, the Company reported 21% and 25% for the nine months ended September 30, 2024 and 2024, respectively. The decrease is primarily due to unfavorable mix, with increased sales at FGH which distributes relatively lower margin pharmaceuticals.

Operating Expenses

Operating expenses totaled $19.6 million and $57.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. The decrease is seen across multiple expense categories and is due to management's cost-cutting initiatives implemented during the second half of 2023 as well as asset impairments recorded during the period ending September 30, 2023.

Consulting and Management Fees

Consulting and management fees were $7.1 million for the nine months ended September 30, 2024 compared to $9.7 million for the nine months ended September 30, 2023. These fees are related to employment and consulting contracts with most of the Company's management, as well as directors. The decrease is primarily due to a substantial reduction in the Company's total headcount across all its business units.

Professional Fees

Professional fees totaled $2.2 million for the nine months ended September 30, 2024 compared to $1.1 million for the nine months ended September 30, 2023. These expenses are associated with legal, accounting and audit services. The increase is due to costs related to the acquisitions of TruHC and AV during the nine months ended September 30, 2024, as well as credit memos received during the nine months ended September 30, 2023.

General and Administrative Expenses

General and administrative expenses totaled $1.4 million for the nine months ended September 30, 2024 compared to $1.4 million for the nine months ended September 30, 2023. The primary expenses included in both periods were filing services and shareholder communications, as well as professional dues and subscriptions.

Promotion and Communication Expenses

Promotion and communication expenses totaled $3.4 million for the nine months ended September 30, 2024 compared to $3.7 million for the nine months ended September 30, 2023. The decrease is due to reduced sales. Promotion expenses incurred in the period largely relate to the nature of JustCBD's business model, which is centered around promoting its products as a method for stimulating revenue growth.

Travel Expenses

Travel expenses totaled $0.3 million for both the nine months ended September 30, 2024 and the nine months ended September 30, 2023. These expenses were for various trips related to the subsidiaries and the Company's promotional activities.

Share Based Compensation Expenses

Share based compensation expenses totaled $0.4 million for the nine months ended September 30, 2024 compared to $1.0 million for the nine months ended September 30, 2023. These expenses represent the amortization of the fair value of share-based payments. The decrease is primarily due to the granting of fewer stock-based compensation awards during 2023 as well as a substantial reduction in total headcount across all its business units.

Research and Development Expenses

Research and development expenses totaled $0.2 million for the nine months ended September 30, 2024 compared to less than $0.1 million for the nine months ended September 30, 2023. Research and development expenses consist primarily of contract research fees, manufacturing, consultant fees, and costs related to the launch of new brands for the Vessel business.

Operating Lease Expenses

Operating lease expenses totaled $0.5 million for the nine months ended September 30, 2024 compared to $0.9 million for nine months ended September 30, 2023. The decrease is due to the impairment of the right-of-use operating lease assets during 2023, causing reduced operating lease expense in 2024.

Depreciation and Amortization Expense

Depreciation and amortization expenses totaled $0.6 million for the nine months ended September 30, 2024 compared to $2.0 million for the nine months ended September 30, 2023. The decrease is primarily due to the impairment recorded on the Company's long-lived assets during 2023, causing reduced depreciation and amortization in 2024, partially offset by the acquisitions of TruHC and AV during the nine months ended September 30, 2024.

Bad Debt Expense

Bad debt expense totaled $0.3 million for the nine months ended September 30, 2024 compared to less than $0.1 million for the nine months ended September 30, 2023. The amounts reflect the Company's estimate of lifetime expected losses related to outstanding trade receivables.

Asset Impairment

Asset impairment totaled $1.5 million for the nine months ended September 30, 2024 compared to $34.9 million for the nine months ended September 30, 2023. The amount for the nine months ended September 30, 2024 represents impairment of the long-lived assets at Vessel, JustCBD and AV, as well as the goodwill at AV. The amount for the nine months ended September 30, 2023 represents impairment of the goodwill at JustCBD and FGH and the long-lived assets at Vessel, JustCBD and FGH.

Other Expenses

Other expenses totaled $1.5 million for the nine months ended September 30, 2024 compared to $2.1 million for the nine months ended September 30, 2023. For both periods, these expenses consist mainly of insurance, repairs and maintenance and royalties partially offset by miscellaneous incomes. The decrease is primarily due to lower insurance expenses, as well as sublease income collected during the nine months ended September 30, 2024.

Non-operating Loss (Income)

Flora realized $0.2 million in non-operating loss for the nine months ended September 30, 2024 compared to non-operating income of $2.2 million for the nine months ended September 30, 2023. These amounts consist of unrealized losses (gains) from changes in fair value, interest (income) expense and foreign exchange loss (gain). The increase in loss is primarily due to a $0.1 million loss on the value of the contingent consideration related to the JustCBD acquisition during the nine months ended September 30, 2024 compared to a $1.9 million gain during the nine months ended September 30, 2023.

Income Tax

The Company recognized $0.1 million benefit and $1.2 million in income tax benefit for the nine months ended September 30, 2024 and 2023, respectively. The Company's effective tax rate during the periods ended September 30, 2024 and 2023 was 0.7% and 3.1%, respectively. We maintain valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. In determining whether a valuation allowance is required, we consider such factors as prior earnings history, expected future earnings, carry-back and carry-forward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to believe our deferred tax assets are not more-likely-than-not to be realized and a full valuation allowance remains recorded against net deferred taxes as of September 30, 2024 and 2023. The income tax benefit in the nine months ended September 30, 2024 is primarily related to the tax effect of the amortization on the intangible assets at TruHC and AV. The income tax benefit in the nine months ended September 30, 2023 is primarily related to the tax effect of the amortization and impairment on the intangible assets at FGH.

Loss from Discontinued Operations

Loss from discontinued operations totaled $nil in the nine months ended September 30, 2024 compared to loss from discontinued operations of $7.8 million in the nine months ended September 30, 2023. The sale of the Colombian subsidiaries was completed during the third and fourth quarters of 2023.

Net Loss

Flora recorded a net loss of $9.8 million for the nine months ended September 30, 2024 compared to a net loss of $47.3 million for the nine months ended September 30, 2023. This decrease in net loss is driven by lower operating expenses and the loss from the disposed Colombia operations in 2023 partially offset by lower gross profit income and income tax benefit, as well as higher non-operating loss.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-U.S. GAAP financial measures that do not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. We calculate EBITDA as total net income (loss) from continuing operations, plus (minus) income taxes (recovery), plus (minus) interest expense (income), plus depreciation and amortization. We calculate Adjusted EBITDA as EBITDA plus (minus) non-operating expense (income), plus share based compensation expense, plus asset impairment charges, plus (minus) unrealized loss (gain) from changes in fair value, plus charges related to the flow-through of inventory step-up on business combinations, plus other acquisition and transaction costs. Management believes that EBITDA and Adjusted EBITDA provide meaningful and useful financial information as these measures demonstrate the operating performance of the business.

The reconciliation of the Company's Adjusted EBITDA, a non-U.S. GAAP financial measure, to net loss from continuing operations, the most directly comparable U.S. GAAP financial measure, for the nine months ended September 30, 2024 is presented in the table below:

(In thousands of United States dollars)		JustCBD			Vessel			Germany (3)			Australian Vaporizers			Corporate & Other			Consolidated
Net loss from continuing operations	$	(1,937	)	$	(1,440	)	$	(516	)	$	(450	)	$	(5,488	)	$	(9,831	)
Income tax (recovery) expense		-			-			(41	)		(46	)		16			(71	)
Interest (income) expense		-			(1	)		110			-			(85	)		24
Depreciation and amortization		139			48			358			12			-			557
EBITDA		(1,798	)		(1,393	)		(89	)		(484	)		(5,557	)		(9,321	)
Non-operating loss (income) (1)		1			-			-			(4	)		109			106
Share based compensation		-			-			-						428			428
Asset impairment		93			934			-			413			31			1,471
Unrealized (gain) loss from changes in fair value (2)		(57	)		-			-						114			57
Charges related to the flow-through of inventory step-up on business combinations		-			-			-			79			-			79
Other acquisition and transaction costs		-			-			216			41			165			422
Adjusted EBITDA	$	(1,761	)	$	(459	)	$	127		$	45		$	(4,710	)	$	(6,758	)

The reconciliation of the Company's Adjusted EBITDA, a non-U.S. GAAP financial measure, to net (loss) income from continuing operations, the most directly comparable U.S. GAAP financial measure, for the nine months ended September 30, 2023 is presented in the table below:

(In thousands of United States dollars)		JustCBD			Vessel			Germany (3)		Corporate & Other			Consolidated
Net (loss) income from continuing operations	$	(19,194	)	$	(8,440	)	$	55	$	(11,969	)	$	(39,548	)
Income tax expense (recovery)		-			-			16		(1,263	)		(1,247	)
Interest expense (income)		7			2			61		(3	)		67
Depreciation and amortization		578			720			21		724			2,043
EBITDA		(18,609	)		(7,718	)		153		(12,511	)		(38,685	)
Non-operating loss (income) (1)		3			2			-		(83	)		(78	)
Share based compensation		-			-			-		996			996
Asset impairment		20,073			7,402					7,466			34,941
Unrealized gain from changes in fair value (2)		(820	)		-			-		(1,345	)		(2,165	)
Charges related to the flow-through of inventory step-up on business combinations		-			-			-		45			45
Adjusted EBITDA	$	647		$	(314	)	$	153	$	(5,432	)	$	(4,946	)

The reconciliation of the Company's Adjusted EBITDA, a non-U.S. GAAP financial measure, to net loss from continuing operations, the most directly comparable U.S. GAAP financial measure, for the three months ended September 30, 2024 is presented in the table below:

(In thousands of United States dollars)		JustCBD			Vessel			Germany (3)			Australian Vaporizers			Corporate & Other			Consolidated
Net loss from continuing operations	$	(606	)	$	(122	)	$	(463	)	$	(516	)	$	(2,093	)	$	(3,800	)
Income tax recovery		-			-			(117	)		(46	)		(1	)		(164	)
Interest (income) expense		(1	)		(1	)		45			-			(16	)		27
Depreciation and amortization		29			14			174			9			-			226
EBITDA		(578	)		(109	)		(361	)		(553	)		(2,110	)		(3,711	)
Non-operating loss (income) (1)		1			-			-			(5	)		(73	)		(77	)
Share based compensation		-			-			-			-			406			406
Asset impairment		-			-			-			413			-			413
Unrealized loss from changes in fair value (2)		-			-			-			-			322			322
Charges related to the flow-through of inventory step-up on business combinations		-			-			-			59			-			59
Other acquisition and transaction costs		-			-			-			8			145			153
Adjusted EBITDA	$	(577	)	$	(109	)	$	(361	)	$	(78	)	$	(1,310	)	$	(2,435	)

The reconciliation of the Company's Adjusted EBITDA, a non-U.S. GAAP financial measure, to net income (loss) from continuing operations, the most directly comparable U.S. GAAP financial measure, for the three months ended September 30, 2023 is presented in the table below:

(In thousands of United States dollars)		JustCBD			Vessel		Germany (3)			Corporate & Other			Consolidated
Net income (loss) from continuing operations	$	563		$	653	$	(43	)	$	(543	)	$	630
Income tax recovery		-			-		(23	)		(28	)		(51	)
Interest (income) expense		(1	)		1		16			-			16
Depreciation and amortization		177			16		7			105			305
EBITDA		739			670		(43	)		(466	)		900
Non-operating loss (1)		1			2		-			95			98
Share based compensation		-			-		-			4			4
Unrealized gain from changes in fair value (2)		(463	)		-		-			(770	)		(1,233	)
Adjusted EBITDA	$	277		$	672	$	(43	)	$	(1,137	)	$	(231	)

(1) Non-operating loss (income) includes foreign exchange losses (gains).

(2) Unrealized loss (gain) from changes in fair value includes changes in the value of the Company's contingent consideration associated with its acquisition of JustCBD and Original Hemp.

(3) Germany includes the Company's main operating entities in Germany, Phatebo and TruHC.

Liquidity and Capital Resources

Since the Company’s inception, we have funded our operations and capital spending through cash flows from product sales and proceeds from the sale of our capital stock. The Company is generating cash from sales and is deploying its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term to support our business growth and expansion. We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and unaudited condensed interim consolidated statements of cash flows. We expect to continue to incur operating losses and negative cash flows in the foreseeable future. Our current principal sources of liquidity are cash provided by our operations and prior equity offerings. Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents were $4.2 million and $4.4 million as of September 30, 2024, and December 31, 2023, respectively. As of September 30, 2024, the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they come due within twelve months from the date the unaudited condensed interim consolidated financial statements were issued. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's ability to execute its operating plans depends on its ability to obtain additional funding through equity offerings, debt financing, or other forms of financing to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. If we are unable to raise the requisite funds, we will need to curtail or cease operations. See Note 2 to the Company's unaudited condensed interim consolidated financial statements included elsewhere in this Quarterly Report and to the Company's audited consolidated financial statements for the years ended December 31, 2023, and 2022, included in the 2023 Annual Report, for more information, and "Part I., Item IA Risk Factors - Management has performed an analysis of our ability to continue as a going concern, and has determined that, based on our current financial position, there is a substantial doubt about our ability to continue as a going concern" in the Company's 2023 Annual Report. We have based our estimates as to how long we expect we will be able to fund our operations on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. In the long term, we will be required to obtain additional financing to fund our current planned operations, which may consist of incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. There can be no assurance that the Company will be able to obtain additional funds on terms acceptable to it, on a timely basis or at all. The failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the results of operations, and financial condition. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing shareholders will be diluted. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

The Company's primary uses of cash are for working capital requirements and capital expenditures. Additionally, from time to time, it may use capital for acquisitions and other investing and financing activities. Working capital is used principally for the Company's personnel as well as costs related to the manufacture and production of its products. The Company's capital expenditures consist primarily of additional facilities, improvements in existing facilities and product development.

Cash Flows

The following table sets forth the major components of the Company's unaudited condensed interim consolidated statements of cash flows for the periods presented.

(In thousands of United States dollars)		For the nine months ended September 30, 2024			For the nine months ended September 30, 2023
Cash used in operating activities	$	(3,686	)	$	(7,265	)
Cash from financing activities		3,111			2,446
Cash provided (used) in investing activities		203			(272	)
Effect of exchange rate change		231			954
Change in cash during the period		(141	)		(4,137	)
Cash, beginning of period		4,385			8,935
Cash, end of period	$	4,244		$	4,798

Cash used in Operating Activities

Net cash used in operating activities in the nine months ended September 30, 2024 was $3.7 million compared to net cash used in operating activities of $7.3 million for the nine months ended September 30, 2023. Cash flows used in operating activities for the periods ended September 30, 2024 and 2023 were due primarily to operating expenses exceeding the gross profit for the periods.

Cash provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 totaled $3.1 million compared to net cash provided in financing activities of $2.4 million for the nine months ended September 30, 2023. Cash flows provided from financing activities for the period ending September 30, 2024 were due to the sale of common shares of the Company in April 2024 as well as net borrowings on the credit facilities in Germany through the Company's Phatebo subsidiary. Cash flows provided in financing activities for the period ended September 30, 2023 were primarily due to the sales of equity securities in September 2023.

Cash provided (used) in Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2024 totaled $0.2 million compared to net cash used in investing activities for the nine months ended September 30, 2023 of $0.3 million. Cash flows provided by investing activities for the period ended September 30, 2024 were primarily proceeds from the sale of property, plant and equipment. Cash flows used in investing activities for the period ended September 30, 2023 were primarily related to the purchases of property, plant and equipment, and intangible assets.

Working Capital

As of September 30, 2024, we had working capital of $0.4 million, including $4.2 million of cash. The Company's primary cash flow needs are for the development of its operating activities, administrative expenses and for general working capital to support growing sales with related receivables and payables.

Funding Requirements

Our continued existence is dependent on our ability to generate positive cash flows through synergies within our operations, expanding our production capacity and geographic footprint, exploring strategic partnerships, and pursuing accretive acquisitions to supplement our organic growth. We are committed to attaining a level of sustained growth that will effectively offset our overhead costs, thereby paving the path to achieving profitability. We will be required in the future to raise additional capital through either equity or debt financings. To date, we have raised capital through multiple equity offerings. On April 8, 2024, the Company closed a registered direct offering of 1,700,000 Common Shares at a price of $1.90 per Common Share for net proceeds of $2.8 million. On April 26, 2024, the Company entered into an At-The-Market Issuance Sales Agreement with Aegis Capital Corp. (the "Agent") pursuant to which the Company may sell from time to time, at its option, Common Shares through the Agent in its capacity as sales agent, with an aggregate value of up to $3.8 million. On September 21, 2023, the Company closed a registered direct offering of 1,369,000 units of the Company at a price of $2.00 per unit for gross proceeds of $2.7 million. Each unit is comprised of one Common Share and one Common Share purchase warrant (1,369,000 total warrants) to purchase one additional Common Share at an exercise price of $2.50 per warrant share through March 21, 2029. There were no other equity offerings in the periods ended September 30, 2024 and September 30, 2023.

Debt

In addition to the equity offerings described above, the Company also has access to credit facilities through its FGH subsidiary. The credit facilities total 4.1 million Euros with three different German banks and are secured by default guarantees. On September 30, 2024, the outstanding amount was 2.0 million Euros ($2.2 million USD) and was due within the next twelve months. The credit facilities have interest rates ranging from 4.95% to 5.59% per year and does not have a set maturity date. The interest rate is reset every time a new amount is drawn.

Off-Balance Sheet Arrangements

As of September 30, 2024, the Company did not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Contractual Obligations

At September 30, 2024, the Company had the following contractual obligations to make future payments, representing contracts and other commitments that are known and committed:

(In thousands of United States dollars)		Total		Less than 1 Year		1 - 3 Years		More than 3 Years
Legal disputes (1)	$	4,234	$	4,234	$	-	$	-
Sales tax (1)		2,609		2,609		-		-
Contingent purchase consideration (2)		1,152		1,152		-		-
Operating lease obligations (3)		3,740		286		2,023		1,431
Debt (4)		2,235		2,235		-		-
Total	$	13,970	$	10,516	$	2,023	$	1,431

(1) See Note 15 of the Company's unaudited condensed interim consolidated financial statements, included elsewhere in this Quarterly Report.

(2) Contingent purchase consideration related to the February 2022 acquisition of JustCBD and the March 2023 acquisition of Original Hemp.

(3) See Note 11 of the Company's unaudited condensed interim consolidated financial statements, included elsewhere in this Quarterly Report.

(4) See Note 10 of the Company's unaudited condensed interim consolidated financial statements, included elsewhere in this Quarterly Report.

Critical Accounting Estimates

For information regarding our critical accounting policies and estimates, see "Critical Accounting Estimates" included in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report.

Recently Adopted Accounting Principles

There were no new accounting standards issued during the three months ended September 30, 2024 that impacted the Company. See Note 3, Significant Accounting Policies, of the notes to the consolidated financial statements for the year ended December 31, 2023 for a discussion of recently issued accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and the regulations promulgated thereunder) as of September 30, 2024 (the "Evaluation Date"). Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

There have been no material changes to the legal proceedings described in Item 3 of our 2023 Annual Report, other than as disclosed in Note 15 of the Company's unaudited condensed interim consolidated financial statements, included in Item 1 of Part I of this Quarterly Report.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in the 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2024, none of the directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.

Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	Exhibit	Filing Date
3.1	Articles of Incorporation of Flora Growth Corp.	1-A	2.1	10/10/2019
3.2	Articles of Amendment of Flora Growth Corp. effective April 30, 2021	F-1	3.3	11/16/2021
3.3	Articles of Amendment of Flora Growth Corp. effective June 9, 2023	8-K	3.1	07/07/2023
3.4	Bylaw No. 1-A of Flora Growth Corp.	6-K	99.3	07/06/2022
4.1	Form of Unit Warrant	F-1	4.5	11/16/2016
4.2	Form of Investor Warrant	6-K	4.1	12/13/2022
4.3	Form of Placement Agent Warrant	6-K	4.2	12/13/2022
4.4	Form of Investor Warrant	8-K	4.1	09/21/2023
4.5	Form of Placement Agent Warrant	8-K	4.2	09/21/2023
4.6	Form of Warrant Amendment	8-K	10.3	09/21/2023
10.1	Form of Stock Appreciation Rights Agreement	8-K	10.1	09/05/2024
31.1*	Certification of Principal Executive Officer of Flora Growth Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer of Flora Growth Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer of Flora Growth Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer of Flora Growth Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File

# Indicates management contract or compensatory plan or arrangement.

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 13, 2024		Flora Growth Corp.

	By:	/s/ Clifford Starke
		Clifford Starke
		Chief Executive Officer (Principal Executive Officer)
Dated: November 13, 2024

	By:	/s/ Dany Vaiman
		Dany Vaiman
		Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Clifford Starke, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 of Flora Growth Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2024	/s/ Clifford Starke
	Clifford Starke
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Dany Vaiman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 of Flora Growth Corp.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2024	/s/ Dany Vaiman
	Dany Vaiman
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

I, Clifford Starke, Chief Executive Officer of Flora Growth Corp. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that, to the best of my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2024	/s/ Clifford Starke
	Clifford Starke
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

I, Dany Vaiman, Chief Financial Officer of Flora Growth Corp. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that, to the best of my knowledge:

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2024	/s/ Dany Vaiman
	Dany Vaiman
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Cover [Abstract]
Entity Registrant Name	Flora Growth Corp.
Entity Central Index Key	0001790169
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Quarterly Report	true
Document Transition Report	false
Entity Filer Category	Non-accelerated Filer
Entity Common Stock Shares Outstanding		13,366,535
Entity File Number	001-40397
Entity Incorporation State Country Code	A6
Entity Address Address Line 1	3230 W. Commercial Boulevard
Entity Address Address Line 2	Suite 180
Entity Address City Or Town	Fort Lauderdale
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33309
City Area Code	954
Local Phone Number	842-4989
Security 12b Title	Common Shares, no par value
Trading Symbol	FLGC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Tax Identification Number	00-0000000

Unaudited Condensed Interim Consolidated Statements of Financial Position - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current
Cash	$ 4,209	$ 4,350
Restricted cash	35	35
Trade and amounts receivable, net of $469 allowance ($315 at December 31, 2023)	3,922	3,950
Prepaid expenses and other current assets	1,031	1,368
Indemnification receivables	4,234	3,153
Inventory	7,857	8,508
Total current assets	21,288	21,364
Non-current
Property, plant and equipment	518	847
Operating lease right of use assets	1,448	389
Intangible assets	3,778	946
Goodwill	2,150
Other assets	102	80
Total assets	29,284	23,626
Current
Trade payables	6,654	5,111
Contingencies	6,843	5,500
Debt	2,235	1,931
Current portion of operating lease liability	832	799
Contingent purchase considerations	1,152	1,095
Other accrued liabilities	3,177	1,844
Total current liabilities	20,893	16,280
Non-current
Non-current operating lease liability	2,233	942
Deferred tax	971	0
Total liabilities	24,097	17,222
SHAREHOLDERS' EQUITY
Share capital, no par value, unlimited authorized, 13,367 issued and outstanding (8,935 at December 31, 2023)	0	0
Additional paid-in capital	156,075	149,093
Accumulated other comprehensive loss	185	(140)
Deficit	(152,010)	(142,549)
Total Flora Growth Corp. shareholders' equity	4,250	6,404
Non-controlling interest in subsidiaries	937	0
Total shareholders' equity	5,187	6,404
Total liabilities and shareholders' equity	$ 29,284	$ 23,626

Unaudited Condensed Interim Consolidated Statements of Financial Position (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Unaudited Condensed Interim Consolidated Statements of Financial Position
Trade and amounts receivable, allowance	$ 469	$ 315
Share capital,share issued	13,367	8,935
Share capital, shares outstanding	13,367	8,935

Unaudited Condensed Interim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 12,465	$ 17,317	$ 46,179	$ 58,096
Cost of sales	9,626	12,375	36,319	43,848
Gross profit	2,839	4,942	9,860	14,248
Operating Expenses [Abstract]
Consulting and management fees	2,479	2,346	7,130	9,679
Professional fees	650	415	2,249	1,080
General and administrative	416	340	1,445	1,376
Promotion and communication	1,206	1,142	3,435	3,713
Travel expenses	126	77	318	333
Share based compensation	406	4	428	996
Research and development	118	8	227	37
Operating lease expense	178	286	542	910
Depreciation and amortization	226	305	557	2,043
Bad debt expense	47	(14)	266	33
Asset impairment	413	0	1,471	34,941
Other expenses (income), net	266	573	1,507	2,078
Total operating expenses	6,531	5,482	19,575	57,219
Operating loss	(3,692)	(540)	(9,715)	(42,971)
Interest expense	27	16	24	67
Foreign exchange (gain) loss	(77)	98	106	(78)
Unrealized loss (gain) from changes in fair value	322	(1,233)	57	(2,165)
Net (loss) income before income taxes and discontinued operations	(3,964)	579	(9,902)	(40,795)
Income tax benefit	(164)	(51)	(71)	(1,247)
Net (loss) income from continuing operations	(3,800)	630	(9,831)	(39,548)
Income (loss) from discontinued operations, net of taxes	0	492	0	(7,791)
Net (loss) income for the period	(3,800)	1,122	(9,831)	(47,339)
Net loss attributable to noncontrolling interest	(27)	(115)	(54)	(410)
Net (loss) income attributable to Flora Growth Corp.	$ (3,773)	$ 1,237	$ (9,777)	$ (46,929)
Basic (loss) income per share from continuing operations	$ (0.28)	$ 0.09	$ (0.85)	$ (5.84)
Diluted (loss) income per share from continuing operations	(0.28)	0.08	(0.85)	(5.84)
Basic (loss) income per share attributable to Flora Growth Corp.	(0.28)	0.18	(0.85)	(6.93)
Diluted (loss) income per share attributable to Flora Growth Corp.	$ (0.28)	$ 0.16	$ (0.85)	$ (6.93)
Weighted average number of common shares outstanding - basic	13,353	6,940	11,522	6,770
Weighted average number of common shares outstanding - diluted	13,353	7,637	11,522	6,770
Other comprehensive (loss) income
Net (loss) income for the period	$ (3,800)	$ 1,122	$ (9,831)	$ (47,339)
Foreign currency translation, net of income taxes of $nil ($nil in 2023)	(317)	274	(325)	(932)
Comprehensive (loss) income for the period	(3,483)	848	(9,506)	(46,407)
Comprehensive loss attributable to noncontrolling interests	(27)	(115)	(54)	(410)
Comprehensive (loss) income attributable to Flora Growth Corp.	$ (3,456)	$ 963	$ (9,452)	$ (45,997)

Unaudited Condensed Interim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Foreign currency translation, tax amount	$ 0	$ 0	$ 0	$ 0

Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency) - USD ($) $ in Thousands	Common shares	Additional paid-in capital	Accumulated other comprehensive (loss) income	Accumulated deficit	Non-controlling interests in subsidiaries (deficiency)	Total
Balance, shares at Dec. 31, 2022	6,776
Balance, amount at Dec. 31, 2022	$ 0	$ 150,420	$ (2,732)	$ (90,865)	$ (411)	$ 56,412
September unit offering, shares	1,369
September unit offering		2,738				2,738
September unit offering issuance costs		(254)				(254)
Equity issued for other agreements, shares	126
Equity issued for other agreements, amount		542				542
Options vested		219				219
Options forfeited		(4,335)		4,060		(275)
Restricted stock granted, shares	112
Restricted stock granted, amount		1,415				1,415
Restricted stock cancelled, shares	(167)
Restricted stock cancelled, amount		(810)				(810)
Share issuance costs		(78)				(78)
Derecognition of equity related to Colombia assets			(195)		(380)	(575)
Other comprehensive loss - exchange differences (net of income taxes of $nil)			1,127			1,127
Net loss				(46,929)	(410)	(47,339)
Balance, shares at Sep. 30, 2023	8,216
Balance, amount at Sep. 30, 2023	$ 0	149,857	(1,800)	(133,734)	(1,201)	13,122
Balance, shares at Jun. 30, 2023	6,859
Balance, amount at Jun. 30, 2023	$ 0	150,726	(1,526)	(138,266)	(706)	10,228
September unit offering, shares	1,369
September unit offering		2,738				2,738
September unit offering issuance costs		(254)				(254)
Options vested		8				8
Options forfeited		(3,312)		3,295		(17)
Restricted stock granted, amount		43				43
Restricted stock cancelled, shares	(12)
Restricted stock cancelled, amount		(30)				(30)
Share issuance costs		(62)				(62)
Derecognition of equity related to Colombia assets			(195)		(380)	(575)
Other comprehensive loss - exchange differences (net of income taxes of $nil)			(79)			(79)
Net loss				1,237	(115)	1,122
Balance, shares at Sep. 30, 2023	8,216
Balance, amount at Sep. 30, 2023	$ 0	149,857	(1,800)	(133,734)	(1,201)	13,122
Balance, shares at Dec. 31, 2023	8,935
Balance, amount at Dec. 31, 2023	$ 0	149,093	(140)	(142,549)	0	6,404
April unit offering, shares	1,700
April unit offering, amount		3,230				3,230
April unit offering issuance costs		(398)				(398)
Equity issued for business combinations, shares	2,685
Equity issued for business combinations, amount		3,969			991	4,960
Equity issued for other agreements, shares	50
Equity issued for other agreements, amount		55				55
Options vested		5				5
Options forfeited		(316)		316
Restricted stock vested		34				34
Restricted stock cancelled, shares	(3)
Restricted stock cancelled, amount		(9)				(9)
SARs vested		398				398
Share issuance costs		14				14
Other comprehensive loss - exchange differences (net of income taxes of $nil)			325			325
Net loss				(9,777)	(54)	(9,831)
Balance, shares at Sep. 30, 2024	13,367
Balance, amount at Sep. 30, 2024	$ 0	156,075	185	(152,010)	937	5,187
Balance, shares at Jun. 30, 2024	13,367
Balance, amount at Jun. 30, 2024	$ 0	155,678	(132)	(148,237)	964	8,273
Restricted stock vested		8				8
SARs vested		398				398
Share issuance costs		(9)				(9)
Other comprehensive loss - exchange differences (net of income taxes of $nil)			317			317
Net loss				(3,773)	(27)	(3,800)
Balance, shares at Sep. 30, 2024	13,367
Balance, amount at Sep. 30, 2024	$ 0	$ 156,075	$ 185	$ (152,010)	$ 937	$ 5,187

Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Foreign currency translation, tax amount	$ 0	$ 0	$ 0	$ 0

Unaudited Condensed Interim Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (9,831)	$ (47,339)
Adjustments to net loss:
Depreciation and amortization	557	2,192
Share based compensation	428	996
Inventory impairments	1,423	1,396
Other asset impairments	1,471	39,645
Unrealized loss (gain) from changes in fair value	57	(2,165)
Bad debt expense	266	598
Loss on fixed asset disposals	47	0
Loss on disposal of Colombia assets	0	1,310
Interest expense	24	69
Interest paid	(24)	(69)
Income tax	(71)	(1,236)
Net income (loss) to cash provided by (used in) operating activities	(5,653)	(4,603)
Net change in non-cash working capital:
Trade and other receivables	(1,394)	1,889
Inventory	(350)	(2,949)
Prepaid expenses and other assets	330	(213)
Trade payables and accrued liabilities	3,381	(1,389)
Net cash used in operating activities	(3,686)	(7,265)
Cash flows from financing activities:
Units issued	3,230	2,738
Equity issue costs	(398)	(329)
Loan borrowings, net	279	37
Net cash provided by financing activities	3,111	2,446
Cash flows from investing activities:
Purchases of property, plant and equipment and intangible assets	(134)	(201)
Net cash on asset disposals	273	(71)
Business combinations, net of cash acquired	64	0
Net cash provided (used) in investing activities	203	(272)
Effect of exchange rate on changes on cash	231	954
Change in cash during the period	(141)	(4,137)
Cash and restricted cash at beginning of period	4,385	8,935
Cash and restricted cash at end of period	$ 4,244	$ 4,798
Supplemental disclosure of non-cash investing and financing activities
Assets acquired for contingent consideration	0	303
Common shares issued for other agreements	55	95
Option cancellations reclassified to equity	$ 316	$ 4,060
Share issuance costs	0	297
Operating lease additions to right of use assets	2,172	200
Common shares issued for business combinations	$ 3,969	$ 0

NATURE OF OPERATIONS	9 Months Ended
NATURE OF OPERATIONS	Sep. 30, 2024
Nature Of Operations And Going Concern [Abstract]
NATURE OF OPERATIONS [Text Block]	1. NATURE OF OPERATIONS Flora Growth Corp. (the "Company" or "Flora") was incorporated under the laws of the Province of Ontario, Canada on March 13, 2019. The Company is a global cannabis company that is committed to building a connected ecosystem of innovative brands and products, and is dedicated to advancing technology to deliver a more personalized wellness experience. The Company's registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada and our principal place of business in the United States is located at 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida 33309. Presentation of comparative financial statements On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. See discussion in Note 12.

BASIS OF PRESENTATION	9 Months Ended
BASIS OF PRESENTATION	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION [Text Block]	2. BASIS OF PRESENTATION These unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These unaudited condensed interim consolidated financial statements apply the same accounting policies as those used in the financial statements included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Prior to January 1, 2023, Flora was a foreign private issuer reporting its financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Boards. These consolidated financial statements, for all periods, are presented in accordance with U.S. GAAP. Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $4.2 million at September 30, 2024, net loss of $9.8 million for the nine months ended September 30, 2024, and an accumulated deficit of $152.0 million at September 30, 2024. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. At September 30, 2024, the Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2023, except as noted below. On April 22, 2024, the Company completed the first closing of the share purchase agreement to acquire 77% of the issued and outstanding shares of TruHC Pharma GmbH, a German entity. On June 4, 2024, the Company purchased 100% of the issued and outstanding shares of Australian Vaporizors Pty Ltd., an Australian entity. See discussion of both acquisitions in Note 7. During the nine months ended September 30, 2024, the Company voluntarily dissolved the Cardiff Brand Corp., Kasa Wholefoods Company LLC and Flora Beauty LLC, each of which were U.S. entities. Also during the nine months ended September 30, 2024, the Company signed articles of organization for Just Brands FL LLC, a United States domestic limited liability company, which is 100% owned by the Company and has a functional currency of the United States dollar.

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS [Text Block]

3. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and nine months ended September 30, 2024 and 2023:

		For the three months ended September 30, 2024		For the three months ended September 30, 2023			For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Revenue	$	-	$	-		$	-	$	1,450
Cost of sales		-		-			-		1,123
Gross profit from discontinued operations		-		-			-		327
Operating expenses
Consulting and management fees		-		171			-		847
Professional fees		-		-			-		82
General and administrative		-		-			-		282
Promotion and communication		-		-			-		14
Operating lease expense		-		-			-		93
Depreciation and amortization		-		-			-		148
Bad debt expense		-		-			-		565
Asset impairment		-		-			-		4,704
Other expense		-		(64	)		-		60
Operating loss from discontinued operations		-		(107	)		-		(6,468	)
Interest expense		-		-			-		2
Net loss before income taxes		-		(107	)		-		(6,470	)
(Gain) loss on disposal of discontinued operations		-		(599	)		-		1,310
Income tax expense		-		-			-		11
Income (loss) from discontinued operations	$	-	$	492		$	-	$	(7,791	)
Basic income (loss) per share from discontinued operations	$	0.00	$	0.09		$	0.00	$	(1.09	)
Diluted income (loss) per share from discontinued operations	$	0.00	$	0.08		$	0.00	$	(1.09	)

The following table summarizes the significant operating and investing items related to the Colombian subsidiaries for the nine months ended September 30, 2024 and 2023

		For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Operating activities of discontinued operations
Depreciation and amortization	$	-	$	148
Bad debt expense		-		565
Asset impairment		-		4,704
Investing activities of discontinued operations
Purchases of property, plant and equipment	$	-	$	94

TRADE AND AMOUNTS RECEIVABLE

9 Months Ended

Sep. 30, 2024

Trade And Other Receivables [Abstract]

TRADE AND AMOUNTS RECEIVABLE [Text Block]

4. TRADE AND AMOUNTS RECEIVABLE

		September 30, 2024			December 31, 2023
Trade accounts receivable	$	3,034		$	2,299
Allowance for expected credit losses		(469	)		(315	)
HST/VAT receivable		998			1,840
Other receivables		359			126
Total	$	3,922		$	3,950

		September 30, 2024		December 31, 2023
Current	$	697	$	218
1-30 Days		1,136		588
31-60 Days		425		577
61-90 Days		158		448
91-180 Days		614		401
180+ Days		4		67
Total trade receivables	$	3,034	$	2,299

INVENTORY

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY [Text Block]

5. INVENTORY

Inventory is comprised of the following:

		September 30, 2024		December 31, 2023
Raw materials and supplies	$	873	$	1,180
Finished goods		6,984		7,328
Total	$	7,857	$	8,508

PROPERTY, PLANT AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

PROPERTY PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT [Text Block]

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

		September 30, 2024			December 31, 2023
Land	$	-		$	298
Buildings		102			78
Machinery and office equipment		781			696
Vehicles		22			37
Total		905			1,109
Less: accumulated depreciation		(387	)		(262	)
Property, plant and equipment, net	$	518		$	847

See Note 9 for discussion of impairment of property, plant and equipment during the nine months ended September 30, 2024.

BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2024

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS [Text Block]

7. BUSINESS COMBINATIONS

TruHC Pharma GmbH ("TruHC") asset acquisition

The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows:

(Thousands of Untied States dollars)
Current assets
Cash	$	5
Trade and amounts receivable		27
Prepaid expenses and other current assets		22
Total current assets		54

Non-current assets
Property, plant and equipment, net		109
Operating lease right of use assets		448
Intangible assets		3,193
Goodwill		2,050
Total assets		5,854

Current liabilities
Trade and amounts payable		(48	)
Current portion of operating lease liability		(51	)
Other accrued liabilities		(6	)
Total current liabilities		(105	)

Non-current operating lease liability		(398	)
Deferred tax		(1,029	)
Total liabilities		(1,532	)
Total net assets acquired	$	4,322

Since the acquisition date through September 30, 2024, TruHC reported revenue of $nil and net loss and comprehensive loss of $0.5 million.

The intangible assets of $3.2 million are comprised of licenses with a 5-year useful life.

The goodwill is attributable to the assembled workforce of TruHC and the expected synergies between TruHC and Flora's existing operations. This includes:

the ability to leverage TruHC's licenses to import, process and sell medicinal cannabis;
the opportunity to process and produce medical cannabis for other third party customers in the German market; and
the potential to obtain the requisite licenses to process and produce recreational cannabis for sale in the future should German regulations allow.

The Company does not expect the goodwill and intangible asset values to be deductible for Canadian tax purposes. The goodwill is assigned to the commercial and wholesale segment.

Australian Vaporizers Pty LTD ("AV") business combination

The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows:

(Thousands of Untied States dollars)
Current assets
Cash	$	59
Inventory		422
Prepaid expenses and other current assets		21
Total current assets		502

Non-current assets
Property, plant and equipment, net		49
Operating lease right of use assets		123
Intangible assets		180
Goodwill		230
Total assets		1,084

Current liabilities
Trade and amounts payables		(139	)
Current portion of operating lease liability		(33	)
Other accrued liabilities		(134	)
Total current liabilities		(306	)

Non-current operating lease liability		(95	)
Deferred tax		(45	)
Total liabilities		(446	)
Total net assets acquired	$	638

Since the acquisition date through September 30, 2024, AV reported revenue of $0.4 million and net income and comprehensive loss of $0.4 million.

The intangible assets of $0.2 million are comprised of brands with an 8-year useful life.

INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL [Text Block]

8. INTANGIBLE ASSETS AND GOODWILL

A continuity of intangible assets for the nine months ended September 30, 2024 is as follows:

		Licenses		Trademarks and Brands			Patents			Goodwill			Total
Cost
At December 31, 2023	$	-	$	1,892		$	1,098		$	-		$	2,990
Acquired through business combinations		3,193		180			-			2,280			5,653
Impairment		-		(177	)		(70	)		(238	)		(485	)
At September 30, 2024	$	3,193	$	1,895		$	1,028		$	2,042		$	8,158

Accumulated Amortization
At December 31, 2023	$	-	$	1,132		$	912		$	-		$	2,044
Additions		326		101			18			-			445
At September 30, 2024	$	326	$	1,233		$	930		$	-		$	2,489

Foreign currency translation		146		4			1			108			259
Net book value at September 30, 2024	$	3,013	$	666		$	99		$	2,150		$	5,928

Licenses: carrying amount $3.0 million with a remaining amortization period of 54 months

Information regarding the AV intangible assets within the indicated categories of the table above is as follows as at September 30, 2024:

Trademark and brands: carrying amount $nil million after full impairment of $0.2 million recorded during the period ending September 30, 2024

At September 30, 2024, the weighted average amortization period remaining for intangible assets was 4.7 years.

At September 30, 2024, the estimated future amortization expense related to intangible assets is as follows:

2024	$	203
2025		811
2026		811
2027		811
2028		811
Thereafter		331
Total	$	3,778

The Company's goodwill is assigned to the following reporting units:

		TruHC		AV			Total
Net book value as at December 31, 2023	$	-	$	-		$	-
Acquired through business combinations		2,050		230			2,280
Impairment		-		(238	)		(238	)
Foreign currency translation		100		8			108
Net book value as at September 30, 2024	$	2,150	$	-		$	2,150

ASSET IMPAIRMENT	9 Months Ended
ASSET IMPAIRMENT	Sep. 30, 2024
Impairment Of Assets [Abstract]
ASSET IMPAIRMENT [Text Block]	9. ASSET IMPAIRMENT Goodwill The Company tests its goodwill for impairment as part of its annual fourth quarter impairment test, and at interim periods when impairment indicators exist. The Company's goodwill is assigned to the reporting units associated with the original acquisition of those operations. At September 30, 2024, the Company determined that there were no indicators present for its TruHC reporting unit. At September 30, 2024, the Company's AV reporting unit had external indicators of impairment due to new limitations by the Australian government that limits the sales of vaporizers containing nicotine to only pharmacies, which will likely negatively impact AV's direct-to-consumer online sales. As such, the Company tested the AV reporting unit for impairment as at September 30, 2024 and determined that the carrying value of the AV reporting unit's assets exceeded the recoverable amount, resulting in goodwill impairment of $0.2 million recorded in the nine months ended September 30, 2024. The impairment is recorded in the goodwill impairment caption on the consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $nil. The income approach used a discount rate of 16%, operating margins from -31% to -41%, working capital requirements of 3% revenue, and a terminal period growth rate of 2.5%. Revenue is expected to decrease 46% in 2024, decrease another 30% in 2025, then increase at 2.5% in 2026 and thereafter. Long-lived assets As discussed in Note 15, on May 7, 2024, Just Brands agreed to a settlement and general release, whereby Just Brands will remove the products subject to the stop sales orders from the state of Florida and accept a five-year revocation of its food permit in the state of Florida. As a result of this settlement, the Company began negotiations to exit its current warehouse lease in Pompano Beach, FL, and searching for a new warehousing facility in a different state. The Company considered this to be an indicator of impairment and, thus, performed a quantitative analysis as of March 31, 2024 to determine if impairment existed by comparing the carrying amount of the operating lease right of use asset and related leasehold improvements to the future undiscounted cash flows the asset is expected to generate over its remaining life. This analysis indicated the asset values may not be recoverable. The Company then calculated the fair value of this asset using an income approach. As a result, the Company recorded an impairment of operating lease right of use assets and property, plant and equipment within its Vessel asset group within the house of brands segment totaling $0.9 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss during the three months ended March 31, 2024. There were no further indicators of impairment for these assets for the period ending September 30, 2024. Likewise, a facility lease housing the High Roller operations expired on June 30, 2024, and the Company has completed the move of these operations to the new warehouse in Pompano Beach, FL. The Company determined that much of the machinery and office equipment at the old facility would not be used at the new facility. As such, the Company will look to sell these assets. The Company was able to estimate the selling price of each asset as well as any potential cost of sales, which was then compared to the current book value of the assets. The difference of $0.1 million was recorded within its JustCBD asset group within the house of brands segment. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss during the three months ended June 30, 2024. There were no further indicators of impairment for these assets for the period ending September 30, 2024. The Company determined that the reduced sales forecast of Vessel was an indicator of impairment as of June 30, 2024 and again at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates, customer decay rates and discount rates. As a result, the Company recorded impairments of patents and tradenames within its Vessel asset group within the house of brands segment totaling $0.1 million and $nil million for the three months ended June 30, 2024 and September 30, 2024, respectively. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss. The Company determined that the reduced sales forecast of JustCBD was an indicator of impairment as at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates and discount rates. The resulting calculation concluded that the carrying amount of the JustCBD assets were recoverable, and, thus, no impairment was recorded for the period ending September 30, 2024. The Company determined that the new limitations by the Australian government that limits the sales of vaporizers containing nicotine to only pharmacies was an indicator of impairment as at September 30, 2024. The Company performed a quantitative analysis to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that the carrying amount of certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach, updating certain key variables, including estimated 2024 and 2025 sales, royalty savings rates and discount rates. As a result, the Company recorded impairments of brands within its AV asset group within the house of brands segment totaling $0.2 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss.

DEBT	9 Months Ended
DEBT	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT [Text Block]	10. DEBT Euro credit facility The Company, through FGH, has credit facilities totaling 4.1 million Euro ($4.6 million USD), at three different banks in Germany. These arrangements are open ended without predetermined maturity dates. Principal and interest payments are due at the end of each term. Interest rates can change with each new amount drawn. As of September 30, 2024, the total outstanding amount on these credit facilities was 2.0 million Euro ($2.2 million USD) with interest rates ranging from 4.95% to 5.59% and due within the next twelve months. These credit facilities were secured by various guarantees, including payment guarantees upon default.

LEASES

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

LEASES [Text Block]

11. LEASES

		Three months ended September 30, 2024			Three months ended September 30, 2023			Nine months ended September, 2024			Nine months ended September 30, 2023
Components of lease expense
Operating lease expense	$	178		$	286		$	542		$	910
Short-term lease expense		25			109			205			244
Sublease income		(92	)		(17	)		(270	)		(17	)
Total lease expense	$	111		$	378		$	477		$	1,137

Other Information
Operating cash flows from operating leases	$	282		$	330		$	1,030		$	1,050
ROU assets obtained in exchange for new operating lease liabilities		29			103			2,172			200
Weighted-average remaining lease term in years for operating leases								3.8			2.7
Weighted-average discount rate for operating leases								10.8%			7.9%

Maturities of operating lease liabilities as of September 30, 2024 are as follows:

Thousands of United States dollars		Operating Leases
2024	$	286
2025		1,054
2026		969
2027		756
2028		470
Thereafter		205
Total future lease payments		3,740
Less: imputed interest		(675	)
Total lease liabilities		3,065
Less: current lease liabilities		(832	)
Total non-current lease liabilities	$	2,233

In April 2024, the Company began leasing 4,184 sq. ft. of office space in Fort Lauderdale, FL, for $8,000 a month, pursuant to a lease agreement that expires in March 2028.

See Note 9 for discussion of impairment of operating lease right of use assets during the nine months ended September 30, 2024.

SHARE CAPITAL	9 Months Ended
SHARE CAPITAL	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
SHARE CAPITAL [Text Block]	12. SHARE CAPITAL Authorized and issued The Company is authorized to issue an unlimited number of common shares, no par value. On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. The Company had the following significant common share transactions: Nine months ended September 30, 2024 JUNE 2024 PAYMENT TO AV OWNERS As discussed in Note 7, the Company issued 550,000 of its common shares valued at $0.6 million to the prior owners of AV as part of the Company's acquisition of 100% of the issued and outstanding common shares of AV on June 4, 2024. APRIL 2024 PAYMENT TO TRUHC OWNERS As discussed in Note 7, the Company issued 2,135,199 of its common shares valued at $3.3 million to the prior owners of TruHC as part of the first closing of the Company's acquisition of TruHC on April 22, 2024. The first closing made up 77% of the total agreed upon share price of 2,770,562 common shares of the Company. The remaining 635,363 common shares of the Company are to be issued at the Second Closing, which was approved by Flora shareholders on August 14, 2024 in accordance with the rules of the Nasdaq Capital Market. As of September 30, 2024, the Company has not issued the 635,363 common shares associated with the Second Closing. APRIL 2024 EQUITY OFFERING On April 8, 2024, the Company closed an offering of 1,700,000 of the Company's common shares at a public offering price of $1.90 per Common Share for gross proceeds of $3.2 million. The Company paid $0.4 million in issuance costs relating to the April 2024 equity offering. The offering of the securities described above was made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-274204), filed with the SEC on August 25, 2023 and amended on August 30, 2023, which was declared effective, on September 6, 2023, and the base prospectus included therein, as supplemented by the preliminary prospectus supplement filed with the SEC on April 4, 2024 and the final prospectus supplement filed with the SEC on April 5, 2024. As part of the offering on April 8, 2024, YT Research Inc., a company in which the Company's CEO, Clifford Starke, is the sole director and equity owner, purchased 526,315 common shares at the public offering price of $1.90 per Common Share, for a total of $1.0 million. AT THE MARKET ("ATM") OFFERING On April 26, 2024, the Company entered into an ATM Issuances Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. (the "Agent") pursuant to which the Company may sell from time to time, at its option, common shares through the Agent in its capacity as sales agent. The sale of common shares, if any, will be made under the Company's registration statement filed on Form S-3 (File No. 333-274204) (the "Registration Statement"), by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market to sell on the Company's behalf all of the common shares requested to be sold by the Company. The Agent will offer the common shares, subject to the terms and conditions of the Sales Agreement, on a daily basis or as otherwise agreed upon by the Company and the Agent. The Company will designate the maximum amount of common shares to be sold through the Agent on a daily basis or otherwise determine such maximum amount, together with the Agent. The Company may instruct the Agent not to sell common shares if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company or the Agent may suspend the offering of common shares being made through the Agent under the Sales Agreement upon proper notice to the other parties. The aggregate compensation payable to the Agent, on behalf of the Agent, shall be up to 3.0% of the aggregate gross proceeds from each sale of the common shares sold through the Agent pursuant to the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act. The Company is not obligated to make any sales of common shares under the Sales Agreement. The offering of common shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by the Company or by the Agent, only with respect to itself, under the circumstances specified in the Sales Agreement. The Company has yet to sell any of its common shares under the Sales Agreement. OTHER ISSUANCES On March 8, 2024, the Company entered into a settlement agreement with a third party pursuant to which the Company issued 50,000 common shares of the Company, valued at $0.1 million, to a third party to settle outstanding amounts owed.

SHARE BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION [Text Block]

13. SHARE BASED COMPENSATION

OPTIONS

Information relating to share options outstanding and exercisable as at September 30, 2024 and December 31, 2023 is as follows:

Options Outstanding
	Number of options (in thousands)			Weighted average exercise price	Weighted average remaining life (years)		Aggregate intrinsic value
Outstanding balance, December 31, 2023	49		$	27.04	2.8	$	-
Forfeited	(28	)		18.74	0.7		-
Outstanding balance, September 30, 2024	21		$	38.18	4.2	$	-
Exercisable balance, September 30, 2024	21		$	38.18	4.2	$	-

At September 30, 2024 the total remaining stock option cost for nonvested awards is $nil.

RESTRICTED STOCK AWARDS

Information relating to restricted stock awards outstanding as at September 30, 2024 and December 31, 2023:

	Number of restricted stock awards			Weighted average grant date fair value
	Thousands
Balance, December 31, 2023	391		$	1.41
Vested	(374	)		(1.15	)
Cancelled	(4	)		(6.90	)
Balance, September 30, 2024	13		$	7.41

STOCK APPRECIATION RIGHTS ("SARs")

Information relating to SARs outstanding at September 30, 2024 and December 31, 2023 is as follows:

SARs Outstanding

Number of
SARS (in
thousands)

Weighted
average
exercise price

Weighted average
remaining life
(years)

Aggregate
intrinsic value

Outstanding balance, December 31, 2023

Granted

2,139

Outstanding balance, September 30, 2024

2,139

1.10

10.87

223

Exercisable balance, September 30, 2024

329

1.15

10.87

223

WARRANTS

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

WARRANTS [Text Block]

14. WARRANTS

The following summarizes the number of warrants outstanding as of September 30, 2024:

	Number of warrants		Weighted average exercise price
	Thousands
Balance, December 31, 2023	2,384	$	9.90
Balance, September 30, 2024	2,384	$	9.90

Date of expiry	Warrants outstanding		Exercise price		Grant date fair value	Remaining life in years
	Thousands
November 18, 2026	221	$	75.00	$	6,729	2.13
November 18, 2027	23		66.00		1,055	3.13
December 8, 2027	25		8.80		149	3.19
September 21, 2028	691		2.50		712	3.98
September 21, 2028	55		2.39		81	3.98
March 21, 2029	1,369		2.50		1,120	4.47
	2,384	$	9.90	$	9,846	4.08

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES [Text Block]

15. COMMITMENTS AND CONTINGENCIES

Provisions

The Company's current known provisions and contingent liabilities consist of the following as of September 30, 2024:

		Legal disputes			Sales tax			Total
Balance as at December 31, 2023	$	2,962		$	2,538		$	5,500
Payments/settlements		(7	)		(380	)		(387	)
Additional provisions		1,183			451			1,634
Foreign currency translation		96			-			96
Balance as at September 30, 2024	$	4,234		$	2,609		$	6,843

Legal proceedings

LOSS PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE [Text Block]

16. LOSS PER SHARE

	Three months ended	Three months ended	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	21	107	21	107
Warrants	2,384	2,384	2,384	2,384
Restricted stock awards	13	-	13	40
Stock appreciation rights, exercisable	329	-	329	-
JustCBD potential additional shares to settle contingent consideration	632	-	632	657
Total	3,379	2,491	3,379	3,188

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2024

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS [Text Block]

17. FINANCIAL INSTRUMENTS

Fair value

Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities

Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and

Level 3 - inputs for the instruments are not based on any observable market data.

Fair value measurements at September 30, 2024 using:

Level 1

Level 2

Level 3

Total

Financial liabilities:

Contingent purchase consideration from asset acquisitions and business combinations

968

184

1,152

Fair value measurements at December 31, 2023 using:
		Level 1		Level 2		Level 3		Total
Financial liabilities:
Contingent purchase consideration from asset acquisitions and business combinations	$	-	$	854	$	241	$	1,095

SEGMENTED INFORMATION

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

SEGMENTED INFORMATION [Text Block]

18. SEGMENTED INFORMATION

Information regarding the Company's segments is summarized as follows:

		For the three months ended			For the three months ended			For the nine months ended			For the nine months ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net Sales
Commercial & Wholesale	$	7,238		$	9,046		$	28,219		$	27,801
House of Brands		5,880			9,420			21,025			36,185
Eliminations		(653	)		(1,149	)		(3,065	)		(5,890	)
	$	12,465		$	17,317		$	46,179		$	58,096
Net (Loss) Income from Continuing Operations
Commercial & Wholesale	$	(481	)	$	(316	)	$	(816	)	$	(7,053	)
House of Brands		(1,245	)		1,232			(3,828	)		(27,886	)
Corp & Eliminations		(2,074	)		(286	)		(5,187	)		(4,609	)
	$	(3,800	)	$	630		$	(9,831	)	$	(39,548	)

As at		September 30, 2024		December 31, 2023
Assets
Commercial & Wholesale	$	17,599	$	9,096
House of Brands		9,219		11,608
Corp & Eliminations		2,466		2,922
	$	29,284	$	23,626

Disaggregation of net sales by geographic area:

		For the three months ended		For the three months ended		For the nine months ended		For the nine months ended
		September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net Sales
United States	$	4,841	$	7,913	$	16,964	$	29,264
Germany		7,238		9,046		28,219		27,801
United Kingdom		197		358		567		1,031
Australia		189		-		429		-
	$	12,465	$	17,317	$	46,179	$	58,096

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,773)	$ 1,237	$ (9,777)	$ (46,929)

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	During the three months ended September 30, 2024, none of the directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.
Title	directors or executive officers
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION (Policies)	9 Months Ended
BASIS OF PRESENTATION (Policies)	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going concern [Policy Text Block]	Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $4.2 million at September 30, 2024, net loss of $9.8 million for the nine months ended September 30, 2024, and an accumulated deficit of $152.0 million at September 30, 2024. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Basis of consolidation [Policy Text Block]	Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. At September 30, 2024, the Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2023, except as noted below. On April 22, 2024, the Company completed the first closing of the share purchase agreement to acquire 77% of the issued and outstanding shares of TruHC Pharma GmbH, a German entity. On June 4, 2024, the Company purchased 100% of the issued and outstanding shares of Australian Vaporizors Pty Ltd., an Australian entity. See discussion of both acquisitions in Note 7. During the nine months ended September 30, 2024, the Company voluntarily dissolved the Cardiff Brand Corp., Kasa Wholefoods Company LLC and Flora Beauty LLC, each of which were U.S. entities. Also during the nine months ended September 30, 2024, the Company signed articles of organization for Just Brands FL LLC, a United States domestic limited liability company, which is 100% owned by the Company and has a functional currency of the United States dollar.

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of loss from discontinued operations [Table Text Block]

		For the three months ended September 30, 2024		For the three months ended September 30, 2023			For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Revenue	$	-	$	-		$	-	$	1,450
Cost of sales		-		-			-		1,123
Gross profit from discontinued operations		-		-			-		327
Operating expenses
Consulting and management fees		-		171			-		847
Professional fees		-		-			-		82
General and administrative		-		-			-		282
Promotion and communication		-		-			-		14
Operating lease expense		-		-			-		93
Depreciation and amortization		-		-			-		148
Bad debt expense		-		-			-		565
Asset impairment		-		-			-		4,704
Other expense		-		(64	)		-		60
Operating loss from discontinued operations		-		(107	)		-		(6,468	)
Interest expense		-		-			-		2
Net loss before income taxes		-		(107	)		-		(6,470	)
(Gain) loss on disposal of discontinued operations		-		(599	)		-		1,310
Income tax expense		-		-			-		11
Income (loss) from discontinued operations	$	-	$	492		$	-	$	(7,791	)
Basic income (loss) per share from discontinued operations	$	0.00	$	0.09		$	0.00	$	(1.09	)
Diluted income (loss) per share from discontinued operations	$	0.00	$	0.08		$	0.00	$	(1.09	)

Schedule of significant operating and investing items [Table Text Block]

		For the nine months ended September 30, 2024		For the nine months ended September 30, 2023
Operating activities of discontinued operations
Depreciation and amortization	$	-	$	148
Bad debt expense		-		565
Asset impairment		-		4,704
Investing activities of discontinued operations
Purchases of property, plant and equipment	$	-	$	94

TRADE AND AMOUNTS RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2024

Trade And Other Receivables [Abstract]

Schedule of trade and amounts receivable [Table Text Block]

		September 30, 2024			December 31, 2023
Trade accounts receivable	$	3,034		$	2,299
Allowance for expected credit losses		(469	)		(315	)
HST/VAT receivable		998			1,840
Other receivables		359			126
Total	$	3,922		$	3,950

Schedule of aging of trade accounts receivable [Table Text Block]

		September 30, 2024		December 31, 2023
Current	$	697	$	218
1-30 Days		1,136		588
31-60 Days		425		577
61-90 Days		158		448
91-180 Days		614		401
180+ Days		4		67
Total trade receivables	$	3,034	$	2,299

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventory [Table Text Block]

		September 30, 2024		December 31, 2023
Raw materials and supplies	$	873	$	1,180
Finished goods		6,984		7,328
Total	$	7,857	$	8,508

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

PROPERTY PLANT AND EQUIPMENT

Schedule of property, plant and equipment [Table Text Block]

		September 30, 2024			December 31, 2023
Land	$	-		$	298
Buildings		102			78
Machinery and office equipment		781			696
Vehicles		22			37
Total		905			1,109
Less: accumulated depreciation		(387	)		(262	)
Property, plant and equipment, net	$	518		$	847

BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2024

TruHC Pharma GmbH ("TruHC") [Member]

Business Acquisition [Line Items]

Schedule of major class of assets acquired and liabilities assumed [Table Text Block]

(Thousands of Untied States dollars)
Current assets
Cash	$	5
Trade and amounts receivable		27
Prepaid expenses and other current assets		22
Total current assets		54

Non-current assets
Property, plant and equipment, net		109
Operating lease right of use assets		448
Intangible assets		3,193
Goodwill		2,050
Total assets		5,854

Current liabilities
Trade and amounts payable		(48	)
Current portion of operating lease liability		(51	)
Other accrued liabilities		(6	)
Total current liabilities		(105	)

Non-current operating lease liability		(398	)
Deferred tax		(1,029	)
Total liabilities		(1,532	)
Total net assets acquired	$	4,322

Australian Vaporizers Pty LTD ("AV") [Member]

Business Acquisition [Line Items]

Schedule of major class of assets acquired and liabilities assumed [Table Text Block]

(Thousands of Untied States dollars)
Current assets
Cash	$	59
Inventory		422
Prepaid expenses and other current assets		21
Total current assets		502

Non-current assets
Property, plant and equipment, net		49
Operating lease right of use assets		123
Intangible assets		180
Goodwill		230
Total assets		1,084

Current liabilities
Trade and amounts payables		(139	)
Current portion of operating lease liability		(33	)
Other accrued liabilities		(134	)
Total current liabilities		(306	)

Non-current operating lease liability		(95	)
Deferred tax		(45	)
Total liabilities		(446	)
Total net assets acquired	$	638

INTANGIBLE ASSETS AND GOODWILL (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets [Table Text Block]

		Licenses		Trademarks and Brands			Patents			Goodwill			Total
Cost
At December 31, 2023	$	-	$	1,892		$	1,098		$	-		$	2,990
Acquired through business combinations		3,193		180			-			2,280			5,653
Impairment		-		(177	)		(70	)		(238	)		(485	)
At September 30, 2024	$	3,193	$	1,895		$	1,028		$	2,042		$	8,158

Accumulated Amortization
At December 31, 2023	$	-	$	1,132		$	912		$	-		$	2,044
Additions		326		101			18			-			445
At September 30, 2024	$	326	$	1,233		$	930		$	-		$	2,489

Foreign currency translation		146		4			1			108			259
Net book value at September 30, 2024	$	3,013	$	666		$	99		$	2,150		$	5,928

Schedule of estimation of amortization expense [Table Text Block]

2024	$	203
2025		811
2026		811
2027		811
2028		811
Thereafter		331
Total	$	3,778

Schedule of goodwill [Table Text Block]

		TruHC		AV			Total
Net book value as at December 31, 2023	$	-	$	-		$	-
Acquired through business combinations		2,050		230			2,280
Impairment		-		(238	)		(238	)
Foreign currency translation		100		8			108
Net book value as at September 30, 2024	$	2,150	$	-		$	2,150

LEASES (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of leases [Table Text Block]

		Three months ended September 30, 2024			Three months ended September 30, 2023			Nine months ended September, 2024			Nine months ended September 30, 2023
Components of lease expense
Operating lease expense	$	178		$	286		$	542		$	910
Short-term lease expense		25			109			205			244
Sublease income		(92	)		(17	)		(270	)		(17	)
Total lease expense	$	111		$	378		$	477		$	1,137

Other Information
Operating cash flows from operating leases	$	282		$	330		$	1,030		$	1,050
ROU assets obtained in exchange for new operating lease liabilities		29			103			2,172			200
Weighted-average remaining lease term in years for operating leases								3.8			2.7
Weighted-average discount rate for operating leases								10.8%			7.9%

Schedule of maturities of operating lease liabilities [Table Text Block]

Thousands of United States dollars		Operating Leases
2024	$	286
2025		1,054
2026		969
2027		756
2028		470
Thereafter		205
Total future lease payments		3,740
Less: imputed interest		(675	)
Total lease liabilities		3,065
Less: current lease liabilities		(832	)
Total non-current lease liabilities	$	2,233

SHARE BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of share options outstanding and exercisable [Table Text Block]

Options Outstanding
	Number of options (in thousands)			Weighted average exercise price	Weighted average remaining life (years)		Aggregate intrinsic value
Outstanding balance, December 31, 2023	49		$	27.04	2.8	$	-
Forfeited	(28	)		18.74	0.7		-
Outstanding balance, September 30, 2024	21		$	38.18	4.2	$	-
Exercisable balance, September 30, 2024	21		$	38.18	4.2	$	-

Schedule of restricted stock awards [Table Text Block]

	Number of restricted stock awards			Weighted average grant date fair value
	Thousands
Balance, December 31, 2023	391		$	1.41
Vested	(374	)		(1.15	)
Cancelled	(4	)		(6.90	)
Balance, September 30, 2024	13		$	7.41

Schedule of stock appreciation rights [Table Text Block]

SARs Outstanding

Number of
SARS (in
thousands)

Weighted
average
exercise price

Weighted average
remaining life
(years)

Aggregate
intrinsic value

Outstanding balance, December 31, 2023

Granted

2,139

Outstanding balance, September 30, 2024

2,139

1.10

10.87

223

Exercisable balance, September 30, 2024

329

1.15

10.87

223

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

Schedule of warrants outstanding [Table Text Block]

	Number of warrants		Weighted average exercise price
	Thousands
Balance, December 31, 2023	2,384	$	9.90
Balance, September 30, 2024	2,384	$	9.90

Schedule of warrants outstanding by date of expiry [Table Text Block]

Date of expiry	Warrants outstanding		Exercise price		Grant date fair value	Remaining life in years
	Thousands
November 18, 2026	221	$	75.00	$	6,729	2.13
November 18, 2027	23		66.00		1,055	3.13
December 8, 2027	25		8.80		149	3.19
September 21, 2028	691		2.50		712	3.98
September 21, 2028	55		2.39		81	3.98
March 21, 2029	1,369		2.50		1,120	4.47
	2,384	$	9.90	$	9,846	4.08

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of provisions and contingent liabilities [Table Text Block]

		Legal disputes			Sales tax			Total
Balance as at December 31, 2023	$	2,962		$	2,538		$	5,500
Payments/settlements		(7	)		(380	)		(387	)
Additional provisions		1,183			451			1,634
Foreign currency translation		96			-			96
Balance as at September 30, 2024	$	4,234		$	2,609		$	6,843

LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of anti-dilutive shares [Table Text Block]

	Three months ended	Three months ended	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	21	107	21	107
Warrants	2,384	2,384	2,384	2,384
Restricted stock awards	13	-	13	40
Stock appreciation rights, exercisable	329	-	329	-
JustCBD potential additional shares to settle contingent consideration	632	-	632	657
Total	3,379	2,491	3,379	3,188

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Financial Instruments [Abstract]

Schedule of information about the financial instruments and their classifications [Table Text Block]

Fair value measurements at September 30, 2024 using:

Level 1

Level 2

Level 3

Total

Financial liabilities:

Contingent purchase consideration from asset acquisitions and business combinations

968

184

1,152

Fair value measurements at December 31, 2023 using:
		Level 1		Level 2		Level 3		Total
Financial liabilities:
Contingent purchase consideration from asset acquisitions and business combinations	$	-	$	854	$	241	$	1,095

SEGMENTED INFORMATION (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of operation segment information [Table Text Block]

		For the three months ended			For the three months ended			For the nine months ended			For the nine months ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net Sales
Commercial & Wholesale	$	7,238		$	9,046		$	28,219		$	27,801
House of Brands		5,880			9,420			21,025			36,185
Eliminations		(653	)		(1,149	)		(3,065	)		(5,890	)
	$	12,465		$	17,317		$	46,179		$	58,096
Net (Loss) Income from Continuing Operations
Commercial & Wholesale	$	(481	)	$	(316	)	$	(816	)	$	(7,053	)
House of Brands		(1,245	)		1,232			(3,828	)		(27,886	)
Corp & Eliminations		(2,074	)		(286	)		(5,187	)		(4,609	)
	$	(3,800	)	$	630		$	(9,831	)	$	(39,548	)

As at		September 30, 2024		December 31, 2023
Assets
Commercial & Wholesale	$	17,599	$	9,096
House of Brands		9,219		11,608
Corp & Eliminations		2,466		2,922
	$	29,284	$	23,626

Schedule of disaggregation of net sales by geographic area [Table Text Block]

		For the three months ended		For the three months ended		For the nine months ended		For the nine months ended
		September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net Sales
United States	$	4,841	$	7,913	$	16,964	$	29,264
Germany		7,238		9,046		28,219		27,801
United Kingdom		197		358		567		1,031
Australia		189		-		429		-
	$	12,465	$	17,317	$	46,179	$	58,096

BASIS OF PRESENTATION (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 04, 2024	Apr. 22, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash	$ 4,200		$ 4,200
Net loss	(3,800)	$ 1,122	(9,831)	$ (47,339)
Accumulated deficit	$ (152,000)		$ (152,000)
TruHC Pharma GmbH [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership %						77.00%
Australian Vaporizors Pty Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership %					100.00%

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Narrative) (Details) $ in Millions, $ in Millions			3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 05, 2023 CAD ($)	Jul. 05, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 CAD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on disposal of discontinued operations			$ 0.6	$ (1.3)
Share Purchase Agreement [Member] \| Lisan Farma Colombia LLC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from property held for sale	$ 0.8	$ 0.6			$ 0.5

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of loss from discontinued operations) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Income (loss) from discontinued operations	$ 0	$ 492	$ 0	$ (7,791)
Share Purchase Agreement [Member] \| Lisan Farma Colombia LLC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	0	0	0	1,450
Cost of sales	0	0	0	1,123
Gross profit from discontinued operations	0	0	0	327
Operating expenses
Consulting and management fees	0	171	0	847
Professional fees	0	0	0	82
General and administrative	0	0	0	282
Promotion and communication	0	0	0	14
Operating lease expense	0	0	0	93
Depreciation and amortization	0	0	0	148
Bad debt expense	0	0	0	565
Asset impairment	0	0	0	4,704
Other expense	0	(64)	0	60
Operating loss from discontinued operations	0	(107)	0	(6,468)
Interest expense	0	0	0	2
Net loss before income taxes	0	(107)	0	(6,470)
(Gain) loss on disposal of discontinued operations	0	(599)	0	1,310
Income tax expense	0	0	0	11
Income (loss) from discontinued operations	$ 0	$ 492	$ 0	$ (7,791)
Basic income (loss) per share from discontinued operations	$ 0	$ 0.09	$ 0	$ (1.09)
Diluted income (loss) per share from discontinued operations	$ 0	$ 0.08	$ 0	$ (1.09)

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of significant operating and investing items) (Details) - Share Purchase Agreement [Member] - Lisan Farma Colombia LLC [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating activities of discontinued operations
Depreciation and amortization			$ 0	$ 148
Bad debt expense	$ 0	$ 0	0	565
Asset impairment	$ 0	$ 0	0	4,704
Investing activities of discontinued operations
Purchases of property, plant and equipment			$ 0	$ 94

TRADE AND AMOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Trade And Other Receivables [Abstract]
Write-offs of trade receivables	$ 0.1	$ 0.1	$ 0.1	$ 0.1

TRADE AND AMOUNTS RECEIVABLE (Schedule of trade and other receivables) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Trade And Other Receivables [Abstract]
Trade accounts receivable	$ 3,034	$ 2,299
Allowance for expected credit losses	(469)	(315)
HST/VAT receivable	998	1,840
Other receivables	359	126
Total	$ 3,922	$ 3,950

TRADE AND AMOUNTS RECEIVABLE (Schedule of aging of trade accounts receivable) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financing Receivable, Past Due [Line Items]
Total trade receivables	$ 3,034	$ 2,299
Current [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	697	218
1-30 Days [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	1,136	588
31-60 Days [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	425	577
61-90 Days [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	158	448
91-180 Days [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	614	401
180+ Days [Member]
Financing Receivable, Past Due [Line Items]
Total trade receivables	$ 4	$ 67

INVENTORY (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended
INVENTORY (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023
Inventory Disclosure [Abstract]
Write-downs to cost of sales for impairment of inventory	$ 1.4	$ 1.4
Inventory write-down related to inventory theft and recoveries of stolen inventory	$ 0.7

INVENTORY (Schedule of inventory) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 873	$ 1,180
Finished goods	6,984	7,328
Total	$ 7,857	$ 8,508

PROPERTY, PLANT AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
PROPERTY PLANT AND EQUIPMENT
Depreciation expense	$ 0.1	$ 0.1	$ 0.1	$ 0.2

PROPERTY, PLANT AND EQUIPMENT (Schedule of property, plant and equipment) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 905	$ 1,109
Less: accumulated depreciation	(387)	(262)
Property, plant and equipment, net	518	847
Land [Member]
Property, Plant and Equipment [Line Items]
Total	0	298
Buildings [Member]
Property, Plant and Equipment [Line Items]
Total	102	78
Machinery and office equipment [Member]
Property, Plant and Equipment [Line Items]
Total	781	696
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total	$ 22	$ 37

BUSINESS COMBINATIONS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Jun. 04, 2024	Apr. 22, 2024	Apr. 16, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Revenue				$ 12,465	$ 17,317			$ 46,179	$ 58,096
Net income and comprehensive loss				(3,456)	963			(9,452)	(45,997)
Net loss				(3,800)	1,122			(9,831)	(47,339)
Professional fees				$ 650	$ 415			2,249	1,080
TruHC Pharma GmbH ("TruHC") [Member]
Business Acquisition [Line Items]
Number of common shares in purchase consideration			2,770,562
Value of common shares in purchase consideration			$ 4,300
Revenue							$ 0
Net income and comprehensive loss							$ (500)
Intangible assets			$ 3,193
Useful life of acquired intangible assets			5 years
Net loss								(700)	(200)
Professional fees			$ 200
TruHC Pharma GmbH ("TruHC") [Member] \| First Closing [Member]
Business Acquisition [Line Items]
Number of common shares in purchase consideration		2,135,199	2,770,562
Percentage of shares of the acquirer		19.99%
Percentage of interests acquired		77.00%
Value of common shares in purchase consideration		$ 3,300
TruHC Pharma GmbH ("TruHC") [Member] \| Second Closing [Member]
Business Acquisition [Line Items]
Number of common shares in purchase consideration		635,363
Percentage of interests acquired		23.00%
Value of common shares in purchase consideration		$ 1,000
Share price		$ 1.56
Australian Vaporizers Pty LTD ("AV") [Member]
Business Acquisition [Line Items]
Number of common shares in purchase consideration	550,000
Percentage of interests acquired	100.00%
Value of common shares in purchase consideration	$ 600
Revenue						$ 400		2,000	3,700
Net income and comprehensive loss						$ 400
Intangible assets	$ 180
Useful life of acquired intangible assets	8 years
Net loss								$ (100)	$ 400
Professional fees	$ 100

BUSINESS COMBINATIONS (Schedule of major class of assets acquired and liabilities assumed) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 04, 2024	Apr. 16, 2024
Non-current assets
Goodwill	$ 2,150
TruHC Pharma GmbH ("TruHC") asset acquisition [Member]
Current assets
Cash			$ 5
Trade and amounts receivable			27
Prepaid expenses and other current assets			22
Total current assets			54
Non-current assets
Property, plant and equipment, net			109
Operating lease right of use assets			448
Intangible assets			3,193
Goodwill	2,150		2,050
Total assets			5,854
Current liabilities
Trade and amounts payables			(48)
Current portion of operating lease liability			(51)
Other accrued liabilities			(6)
Total current liabilities			(105)
Non-current operating lease liability			(398)
Deferred tax			(1,029)
Total liabilities			(1,532)
Total net assets acquired			$ 4,322
Australian Vaporizers Pty LTD ("AV") [Member]
Current assets
Cash		$ 59
Inventory		422
Prepaid expenses and other current assets		21
Total current assets		502
Non-current assets
Property, plant and equipment, net		49
Operating lease right of use assets		123
Intangible assets		180
Goodwill	$ 0	230
Total assets		1,084
Current liabilities
Trade and amounts payables		(139)
Current portion of operating lease liability		(33)
Other accrued liabilities		(134)
Total current liabilities		(306)
Non-current operating lease liability		(95)
Deferred tax		(45)
Total liabilities		(446)
Total net assets acquired		$ 638

INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 200	$ 300	$ 445	$ 1,900
Carrying amount of intangible asset	$ 3,778		$ 3,778		$ 946
Weighted average amortization period remaining for intangible assets	4 years 8 months 12 days		4 years 8 months 12 days
Impairment of intangible assets			$ (485)
License [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense			326
Impairment of intangible assets			0
Trademarks and Brands [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense			101
Impairment of intangible assets			(177)
TruHC Pharma GmbH ("TruHC") [Member] \| License [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying amount of intangible asset	$ 3,000		$ 3,000
Weighted average amortization period remaining for intangible assets	54 months		54 months
Australian Vaporizers Pty LTD ("AV") [Member] \| Trademarks and Brands [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying amount of intangible asset	$ 0		$ 0
Impairment of intangible assets			$ 200

INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Cost, Beginning balance			$ 2,990
Intangible assets, Cost, Acquired through business combinations			5,653
Intangible assets, Cost, Impairment			(485)
Intangible assets, Cost, Ending balance	$ 8,158		8,158
Intangible assets, Accumulated Amortization, Beginning balance			2,044
Intangible assets, Accumulated Amortization, Additions	200	$ 300	445	$ 1,900
Intangible assets, Accumulated Amortization, Ending balance	2,489		2,489
Intangible assets, Foreign currency translation			259
Intangible assets, Net book value, Ending balance	5,928		5,928
License [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Cost, Beginning balance			0
Intangible assets, Cost, Acquired through business combinations			3,193
Intangible assets, Cost, Impairment			0
Intangible assets, Cost, Ending balance	3,193		3,193
Intangible assets, Accumulated Amortization, Beginning balance			0
Intangible assets, Accumulated Amortization, Additions			326
Intangible assets, Accumulated Amortization, Ending balance	326		326
Intangible assets, Foreign currency translation			146
Intangible assets, Net book value, Ending balance	3,013		3,013
Trademarks and Brands [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Cost, Beginning balance			1,892
Intangible assets, Cost, Acquired through business combinations			180
Intangible assets, Cost, Impairment			(177)
Intangible assets, Cost, Ending balance	1,895		1,895
Intangible assets, Accumulated Amortization, Beginning balance			1,132
Intangible assets, Accumulated Amortization, Additions			101
Intangible assets, Accumulated Amortization, Ending balance	1,233		1,233
Intangible assets, Foreign currency translation			4
Intangible assets, Net book value, Ending balance	666		666
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Cost, Beginning balance			1,098
Intangible assets, Cost, Acquired through business combinations			0
Intangible assets, Cost, Impairment			70
Intangible assets, Cost, Ending balance	1,028		1,028
Intangible assets, Accumulated Amortization, Beginning balance			912
Intangible assets, Accumulated Amortization, Additions			18
Intangible assets, Accumulated Amortization, Ending balance	930		930
Intangible assets, Foreign currency translation			1
Intangible assets, Net book value, Ending balance	99		99
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Cost, Beginning balance			0
Intangible assets, Cost, Acquired through business combinations			2,280
Intangible assets, Cost, Impairment			238
Intangible assets, Cost, Ending balance	2,042		2,042
Intangible assets, Accumulated Amortization, Beginning balance			0
Intangible assets, Accumulated Amortization, Additions			0
Intangible assets, Accumulated Amortization, Ending balance	0		0
Intangible assets, Foreign currency translation			108
Intangible assets, Net book value, Ending balance	$ 2,150		$ 2,150

INTANGIBLE ASSETS AND GOODWILL (Schedule of estimation of amortization expense) (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 203
2025	811
2026	811
2027	811
2028	811
Thereafter	331
Total	$ 3,778

INTANGIBLE ASSETS AND GOODWILL (Schedule of goodwill) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Jun. 04, 2024	Apr. 16, 2024	Dec. 31, 2023
Goodwill [Line Items]
Net book value, Beginning balance				$ 0
Acquired through business combinations	$ 2,280
Impairment	(238)
Foreign currency translation	108
Net book value, Ending balance	2,150
TruHC Pharma GmbH ("TruHC") [Member]
Goodwill [Line Items]
Net book value, Beginning balance				0
Acquired through business combinations	2,050
Impairment	0
Foreign currency translation	100
Net book value, Ending balance	2,150		$ 2,050
Australian Vaporizers Pty LTD ("AV") [Member]
Goodwill [Line Items]
Net book value, Beginning balance				$ 0
Acquired through business combinations	230
Impairment	(238)
Foreign currency translation	8
Net book value, Ending balance	$ 0	$ 230

ASSET IMPAIRMENT (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill [Line Items]
Goodwill impairment					$ 238
Asset impairment charges	$ 413		$ 900	$ 0	1,471	$ 34,941
House of Brands Segment [Member]
Goodwill [Line Items]
Asset impairment charges					200
Vessel asset group [Member]
Goodwill [Line Items]
Impairment of patents	0	$ 100
Goodwill [Member] \| Australian Vaporizers (AV) [Member]
Goodwill [Line Items]
Goodwill impairment					200
Fair value of reporting unit	$ 0				$ 0
Income approach, operating margins, description					The income approach used a discount rate of 16%, operating margins from -31% to -41%, working capital requirements of 3% revenue, and a terminal period growth rate of 2.5%. Revenue is expected to decrease 46% in 2024, decrease another 30% in 2025, then increase at 2.5% in 2026 and thereafter.

DEBT (Narrative) (Details) - 9 months ended Sep. 30, 2024 - Euro Credit Facility [Member] € in Millions, $ in Millions	EUR (€)	USD ($)	USD ($)
Line of Credit Facility [Line Items]
Credit facility	€ 4.1		$ 4.6
Outstanding amount	€ 2.0	$ 2.2
Minimum [Member]
Line of Credit Facility [Line Items]
Credit facility rate	4.95%	4.95%
Maximum [Member]
Line of Credit Facility [Line Items]
Credit facility rate	5.59%	5.59%

LEASES (Narrative) (Details)	9 Months Ended
LEASES (Narrative) (Details)	Sep. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Monthly lease payment	$ 8,000
TruHC Pharma GmbH ("TruHC") [Member]
Lessee, Lease, Description [Line Items]
Operating lease, renewal term description	As part of the acquisition of TruHC in April 2024, the Company acquired a lease for warehouse and office space in Hamburg, Germany, for $9,000 a month, pursuant to a lease agreement that expires in April 2025. The lease contains options to extend the lease in 5-year increments. The Company is reasonably certain of renewing this lease for another 5 years.
Operating lease, renewal term	5 years
Monthly lease payment	$ 9,000
Australian Vaporizers Pty LTD ("AV") [Member]
Lessee, Lease, Description [Line Items]
Operating lease, renewal term description	As part of the acquisition of AV in June 2024, the Company acquired a lease for warehouse and office space in Brisbane, Australia, for $5,000 a month, pursuant to a lease agreement that expires in April 2027. The lease contains options to extend the lease in 5-year increments. The Company is not reasonably certain of renewing this lease.
Monthly lease payment	$ 5,000

LEASES (Schedule of leases) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Components of lease expense
Operating lease expense	$ 178	$ 286	$ 542	$ 910
Short-term lease expense	25	109	205	244
Sublease income	(92)	(17)	(270)	(17)
Total lease expense	111	378	477	1,137
Other Information
Operating cash flows from operating leases	282	330	1,030	1,050
ROU assets obtained in exchange for new operating lease liabilities	$ 29	$ 103	$ 2,172	$ 200
Weighted-average remaining lease term in years for operating leases	3 years 9 months 18 days	2 years 8 months 12 days	3 years 9 months 18 days	2 years 8 months 12 days
Weighted-average discount rate for operating leases	10.80%	7.90%	10.80%	7.90%

LEASES (Schedule of maturities of operating lease liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024	$ 286
2025	1,054
2026	969
2027	756
2028	470
Thereafter	205
Total future lease payments	3,740
Less: imputed interest	(675)
Total lease liabilities	3,065
Less: current lease liabilities	(832)	$ (799)
Total non-current lease liabilities	$ 2,233	$ 942

SHARE CAPITAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended
	Jun. 04, 2024	Apr. 08, 2024	Mar. 08, 2024	Apr. 22, 2024	Apr. 16, 2024	Apr. 26, 2024
Class of Stock [Line Items]
Common shares issues at public offering		1,700,000
Price per unit		$ 1.9
Stock issued value		$ 3,200
Share issuance costs		$ 400
Stock issued during period, other (shares)			50,000
Stock issued during period, other			$ 100
YT Research Inc [Member]
Class of Stock [Line Items]
Common shares issues at public offering		526,315
Price per unit		$ 1.9
Stock issued value		$ 1,000
At The Market [Member]
Class of Stock [Line Items]
Aggregate compensation payable						3.00%
TruHC Pharma GmbH ("TruHC") [Member]
Class of Stock [Line Items]
Number of common shares in purchase consideration					2,770,562
Value of common shares in purchase consideration					$ 4,300
TruHC Pharma GmbH ("TruHC") [Member] \| First Closing [Member]
Class of Stock [Line Items]
Number of common shares in purchase consideration				2,135,199	2,770,562
Value of common shares in purchase consideration				$ 3,300
Ownership %				77.00%
TruHC Pharma GmbH ("TruHC") [Member] \| Second Closing [Member]
Class of Stock [Line Items]
Number of common shares in purchase consideration				635,363
Value of common shares in purchase consideration				$ 1,000
Ownership %				23.00%
Australian Vaporizers Pty LTD ("AV") [Member]
Class of Stock [Line Items]
Number of common shares in purchase consideration	550,000
Value of common shares in purchase consideration	$ 600
Ownership %	100.00%

SHARE BASED COMPENSATION (Narrative) (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 14, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 13, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expense (benefit) related to granted		$ 0	$ 100,000	$ 100,000	$ 100,000
Remaining cost for nonvested awards		0		0
2022 Incentive Compensation Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issuable	2,500,000					950,000
Restricted stock awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards expense		100,000	100,000	100,000	600,000
Unrecognized compensation expense		100,000		100,000
Stock Appreciation Rights (SARs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expense (benefit) related to granted		$ 400,000	$ 0	$ 400,000	$ 0
Maturity term	11 years
Share price per share	$ 0.91
Estimated common share volatility rate	110.00%
Risk free rate	3.80%

SHARE BASED COMPENSATION (Schedule of share options roll forward) (Details) - Stock options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, Beginning Balance	49
Number of options, Forfeited	(28)
Number of options, Ending Balance	21
Number of options, Exercisable balance	21
Weighted average exercise price, Beginning Balance	$ 27.04
Weighted average exercise price, Forfeited	18.74
Weighted average exercise price, Ending Balance	38.18
Weighted average exercise price, Exercisable balance	$ 38.18
Weighted average remaining life, Forfeited	8 months 12 days
Weighted average remaining life, Ending Balance	4 years 2 months 12 days	2 years 9 months 18 days
Weighted average remaining life, Exercisable	4 years 2 months 12 days
Aggregate intrinsic value, Beginning	$ 0
Aggregate intrinsic value, Ending	0
Aggregate intrinsic value, Exercisable	$ 0

SHARE BASED COMPENSATION (Schedule of restricted stock awards) (Details) - Restricted stock awards [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	391
Vested \| shares	(374)
Cancelled \| shares	(4)
Ending balance \| shares	13
Weighted average exercise price, beginning balance \| $ / shares	$ 1.41
Weighted average exercise price, Vested \| $ / shares	(1.15)
Weighted average exercise price, Cancelled \| $ / shares	(6.9)
Weighted average exercise price, ending balance \| $ / shares	$ 7.41

SHARE BASED COMPENSATION (Schedule of stock appreciation rights) (Details) - Stock Appreciation Rights (SARs) [Member] $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
SARs Outstanding Number of SARS (in thousands)
Beginning balance	0
Granted	2,139
Ending balance	2,139
SARs Outstanding, Exercisable balance	329
SARs Outstanding Weighted average exercise price
Weighted average exercise price, ending balance \| $ / shares	$ 1.1
Weighted average exercise price, Exercisable balance \| $ / shares	$ 1.15
SARs Outstanding Weighted average remaining life (years)
Weighted average remaining life (years) Outstanding balance	10 years 10 months 13 days
Weighted average remaining life (years) Exercisable balance	10 years 10 months 13 days
SARs Outstanding Aggregate intrinsic value
Aggregate intrinsic value Outstanding balance \| $	$ 223
Aggregate intrinsic value Exercisable balance \| $	$ 223

WARRANTS (Schedule of warrants outstanding) (Details) - Warrants [Member] shares in Thousands	Sep. 30, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants, beginning balance \| shares	2,384
Number of warrants, ending balance \| shares	2,384
Weighted average exercise price, beginning balance \| $ / shares	$ 9.9
Weighted average exercise price, ending balance \| $ / shares	$ 9.9

WARRANTS (Schedule of warrants outstanding by date of expiry) (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
November 18, 2026 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	November 18, 2026
Warrants outstanding \| shares	221
Exercise price \| $ / shares	$ 75
Grant date fair value \| $	$ 6,729
Remaining life in years	2 years 1 month 17 days
November 18, 2027 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	November 18, 2027
Warrants outstanding \| shares	23
Exercise price \| $ / shares	$ 66
Grant date fair value \| $	$ 1,055
Remaining life in years	3 years 1 month 17 days
December 8, 2027 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	December 8, 2027
Warrants outstanding \| shares	25
Exercise price \| $ / shares	$ 8.8
Grant date fair value \| $	$ 149
Remaining life in years	3 years 2 months 8 days
September 21, 2028 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	September 21, 2028
Warrants outstanding \| shares	691
Exercise price \| $ / shares	$ 2.5
Grant date fair value \| $	$ 712
Remaining life in years	3 years 11 months 23 days
September 21, 2028 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	September 21, 2028
Warrants outstanding \| shares	55
Exercise price \| $ / shares	$ 2.39
Grant date fair value \| $	$ 81
Remaining life in years	3 years 11 months 23 days
March 21, 2029 [Member]
Class of Warrant or Right [Line Items]
Date of expiry	March 21, 2029
Warrants outstanding \| shares	1,369
Exercise price \| $ / shares	$ 2.5
Grant date fair value \| $	$ 1,120
Remaining life in years	4 years 5 months 19 days
Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	2,384
Exercise price \| $ / shares	$ 9.9
Grant date fair value \| $	$ 9,846
Remaining life in years	4 years 29 days

COMMITMENTS AND CONTINGENCIES (Narrative) (Details)				1 Months Ended			9 Months Ended
COMMITMENTS AND CONTINGENCIES (Narrative) (Details)	May 07, 2024 USD ($)	Nov. 01, 2023 USD ($) Violations	Feb. 03, 2023 USD ($) shares	Jun. 27, 2024 USD ($)	Apr. 30, 2024 USD ($) shares	May 31, 2023 $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Apr. 08, 2024 $ / shares
Schedule Of Commitments And Contingencies [Line Items]
Purchase price per share \| $ / shares								$ 1.9
Loss contingency provision							$ 1,634,000
ACA Muller [Member]
Schedule Of Commitments And Contingencies [Line Items]
Damages awarded							$ 3,000,000
Loss contingency interest payment terms							rate of 5% above the prime rate since September 6, 2020 in addition to 83% of the legal fees.
Loss contingency, estimate of possible loss, interest accrued							$ 1,200,000
Loss contingency provision							4,200,000
Estimated loss on potential liabilities							$ 4,200,000
Gerardo Andres Garcia Mendez [Member]
Schedule Of Commitments And Contingencies [Line Items]
Number of shares to be issued pre-one-for three reverse stock split \| shares							3,000,000
Purchase price per share \| $ / shares							$ 0.05
Description of settlement of disputes							In December 2023, the Company entered into a settlement agreement with Mr. Garcia Mendez pursuant to which the Company will pay less than $0.1 million to Mr. Garcia Mendez to settle the dispute.
Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres [Member]
Schedule Of Commitments And Contingencies [Line Items]
Number of shares to be issued pre-one-for three reverse stock split \| shares						500,000
Purchase price per share \| $ / shares						$ 0.05
Ramon Ricardo Castellanos Saenz and Miriam Ortiz [Member]
Schedule Of Commitments And Contingencies [Line Items]
Number of shares to be issued pre-one-for three reverse stock split \| shares						1,500,000
Purchase price per share \| $ / shares						$ 0.05
Just Brands LLC [Member]
Schedule Of Commitments And Contingencies [Line Items]
Damages awarded	$ 60,500			$ 5,000
Amounts payable per violation of stop sale orders		$ 5,000
Number of violations in stop sale orders \| Violations		215,154
Inventory impacted by stop sale orders		$ 1,900,000
Number of shares under plaintiff claim \| shares					182,889
Loss contingency provision							$ 1,000,000
Number of shares loss estimate is based on \| shares					632,484
Damages sought					$ 38,000,000
Franchise Global Health Inc [Member]
Schedule Of Commitments And Contingencies [Line Items]
Wrongfully transferred shares \| shares			8,831,109
Damages sought			$ 4,000,000
Potential liabilities			5,000,000
Estimated loss on potential liabilities			$ 4,200,000

COMMITMENTS AND CONTINGENCIES (Schedule of provisions and contingent liabilities) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule Of Commitments And Contingencies [Line Items]
Beginning balance	$ 5,500
Payments/settlements	(387)
Additional provisions	1,634
Foreign currency translation	96
Ending balance	6,843
Legal disputes [Member]
Schedule Of Commitments And Contingencies [Line Items]
Beginning balance	2,962
Payments/settlements	(7)
Additional provisions	1,183
Foreign currency translation	96
Ending balance	4,234
Sales tax [Member]
Schedule Of Commitments And Contingencies [Line Items]
Beginning balance	2,538
Payments/settlements	(380)
Additional provisions	451
Foreign currency translation	0
Ending balance	$ 2,609

LOSS PER SHARE (Schedule of anti-dilutive shares) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,379	2,491	3,379	3,188
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	21	107	21	107
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,384	2,384	2,384	2,384
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	13	0	13	40
Stock appreciation rights, exercisable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	329	0	329	0
JustCBD potential additional shares to settle contingent consideration [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	632	0	632	657

FINANCIAL INSTRUMENTS (Narrative) (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Financial Instruments [Abstract]
Expected shares to be issued \| shares	632,484
Share price \| $ / shares	$ 1.53
Cash flow model, high rate	25.00%
Cash flow model, low rate	19.40%
Unrealized gain from changes in fair value \| $	$ 0.1

FINANCIAL INSTRUMENTS (schedule of information about the financial instruments and their classifications) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent purchase consideration from asset acquisitions and business combinations	$ 1,152	$ 1,095
Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent purchase consideration from asset acquisitions and business combinations	0	0
Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent purchase consideration from asset acquisitions and business combinations	968	854
Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent purchase consideration from asset acquisitions and business combinations	$ 184	$ 241

SEGMENTED INFORMATION (Narrative) (Details) - Segment	9 Months Ended	12 Months Ended
SEGMENTED INFORMATION (Narrative) (Details) - Segment	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
Number of operating segments	2	3

SEGMENTED INFORMATION (Schedule of operation segments information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net Sales	$ 12,465	$ 17,317	$ 46,179	$ 58,096
Net (Loss) Income from Continuing Operations	(3,800)	630	(9,831)	(39,548)
Assets	29,284		29,284		$ 23,626
Commercial & Wholesale [Member]
Segment Reporting Information [Line Items]
Net Sales	7,238	9,046	28,219	27,801
Net (Loss) Income from Continuing Operations	(481)	(316)	(816)	(7,053)
Assets	17,599		17,599		9,096
House of Brands [Member]
Segment Reporting Information [Line Items]
Net Sales	5,880	9,420	21,025	36,185
Net (Loss) Income from Continuing Operations	(1,245)	1,232	(3,828)	(27,886)
Assets	9,219		9,219		11,608
Corp & Eliminations [Member]
Segment Reporting Information [Line Items]
Net Sales	(653)	(1,149)	(3,065)	(5,890)
Net (Loss) Income from Continuing Operations	(2,074)	$ (286)	(5,187)	$ (4,609)
Assets	$ 2,466		$ 2,466		$ 2,922

SEGMENTED INFORMATION (Schedule of disaggregation of net sales by geographic area) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Net Sales	$ 12,465	$ 17,317	$ 46,179	$ 58,096
United States [Member]
Segment Reporting Information [Line Items]
Net Sales	4,841	7,913	16,964	29,264
Germany [Member]
Segment Reporting Information [Line Items]
Net Sales	7,238	9,046	28,219	27,801
United Kingdom [Member]
Segment Reporting Information [Line Items]
Net Sales	197	358	567	1,031
Australia [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 189	$ 0	$ 429	$ 0

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