ZSTK / ZeroStack Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

ZeroStack Corp.

Grundläggande statistik
LEI 98450048403E01089069
CIK 1790169
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ZeroStack Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 27, 2026 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

May 8, 2026 ARS

FORM ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025.

May 8, 2026 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 6, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 ZEROSTACK CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorpora

May 6, 2026 EX-10.1

ZEROSTACK CORP. Stock Option Award Agreement

ZEROSTACK CORP. Stock Option Award Agreement A. ZeroStack Corp. (f/k/a Flora Growth Corp.) (the "Company") desires to award options to [●] ("Optionee") pursuant to this Stock Option Award Agreement (this "Agreement") in exchange for Optionee's valuable services to the Company. B. The options awarded pursuant to this Agreement are not awarded under the ZeroStack Corp. 2022 Incentive Compensation Pl

May 4, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2026 OR ☐ 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 ZeroStack

March 31, 2026 EX-10.1

SECURITIES CONTRIBUTION AGREEMENT

SECURITIES CONTRIBUTION AGREEMENT This SECURITIES CONTRIBUTION AGREEMENT (the "Agreement"), dated as of [•], 2026, between Texas Blocker Corp.

March 31, 2026 EX-10.2

ARTICLE 1 INTERPRETATION

THIS SHARE EXCHANGE AGREEMENT made as of [●], 2026. AMONG: Texas Blocker Corp., a corporation existing under the laws of the State of Texas (hereinafter called the "US Blocker") OF THE FIRST PART AND: ZEROSTACK CORP., a corporation existing under the laws of the State of Ontario (hereinafter called the "Acquiror") OF THE SECOND PART AND: ALL OF THE SHAREHOLDERS OF US BLOCKER AS SET OUT IN SCHEDULE

March 31, 2026 EX-10.3

NOTE SETTLEMENT AGREEMENT

NOTE SETTLEMENT AGREEMENT This NOTE SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”) by and between ZEROSTACK CORP.

March 31, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 ZEROSTACK CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorp

March 31, 2026 EX-4.1

PRE-FUNDED COMMON SHARE PURCHASE WARRANT ZEROSTACK CORP.

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

February 27, 2026 EX-21.1

EXHIBIT 21.1

EXHIBIT 21.1 Subsidiaries Country of Incorporation Ownership % Functional Currency Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Phatebo Germany 100% Euro (EUR)

February 27, 2026 EX-19.1

ZEROSTACK CORP. INSIDER TRADING POLICY

EXHIBIT 19.1 ZEROSTACK CORP. INSIDER TRADING POLICY A. SCOPE These Trading Procedures regulate securities trades by all directors and executive officers of the Company and certain designated employees (which initially shall be all employees), as well as certain designated consultants and contractors of the Company and its subsidiaries who in the ordinary course of the performance of their duties h

February 27, 2026 EX-97

ZEROSTACK CORP. INCENTIVE COMPENSATION RECOVERY POLICY

EXHIBIT 97 ZEROSTACK CORP. INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of ZeroStack Corp. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy,

February 27, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025.

January 29, 2026 EX-3.1

EXHIBIT 3.1

January 29, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Janua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2026 ZEROSTACK CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inco

January 27, 2026 424B3

Flora Growth Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-274204 SUPPLEMENT NO 1. TO PROSPECTUS SUPPLEMENT DATED September 29, 2025 (To Prospectus Dated September 6, 2023) Flora Growth Corp. This Supplement No. 1 to Prospectus Supplement (this "Supplement") supplements and amends the Prospectus Supplement dated September 29, 2025 (the "Prospectus Supplement"). This Supplement should be read in conjunc

January 27, 2026 FWP

Flora Growth Corp. Announces Proposed Underwritten Public Offering

FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration No. 333-274204 January 27, 2026 Flora Growth Corp. Announces Proposed Underwritten Public Offering Toronto, Ontario, January 27, 2026 - Flora Growth Corp. (Nasdaq: FLGC) (the "Company"), today announced it has commenced an underwritten public offering of its common shares. All common shares in the offering are to be offered by the Com

January 27, 2026 424B5

SUBJECT TO COMPLETION, DATED JANUARY 27, 2026

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell and are

January 8, 2026 S-3

As filed with the Securities and Exchange Commission on January 8, 2026

As filed with the Securities and Exchange Commission on January 8, 2026 Registration No.

January 8, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 Flora Growth Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

January 6, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Janua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

December 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 31, 2025 EX-10.1

NOTE SETTLEMENT AGREEMENT

NOTE SETTLEMENT AGREEMENT This NOTE SETTLEMENT AGREEMENT (this "Agreement") is entered into as of December 29, 2025 (the "Effective Date") by and between FLORA GROWTH CORP.

December 23, 2025 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Flora Growth Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Shares, no par value Other 1,506,892 $ 7.56 $ 11,392,103.52 0.0001381 $ 1,573.25 Total Offering Amounts: $

December 23, 2025 S-8

As filed with the Securities and Exchange Commission on December 22, 2025

As filed with the Securities and Exchange Commission on December 22, 2025 Registration No.

December 23, 2025 EX-10.1

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This is a Separation Agreement and General Release of Claims ("Agreement") dated as of December 19, 2025 between Flora Growth Corp.

December 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 22, 2025 EX-4.1

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024, JUNE 30, 2025 AND DECEMBER 19, 2025 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024, JUNE 30, 2025 AND

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024, JUNE 30, 2025 AND DECEMBER 19, 2025 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024, JUNE 30, 2025 AND DECEMBER 19, 2025 1. Purpose 1 2. Definitions 1 3. Administration. 5 4. Shares Subject to Plan. 6 5. Eligibility 7 6. Specific Terms of Awards. 7 7. C

December 22, 2025 EX-10.1

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN Stock Option Award Agreement

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN Stock Option Award Agreement A. The purpose of the Flora Growth Corp. 2022 Incentive Compensation Plan (the "Plan") is to assist Flora Growth Corp. (the "Company") and its Related Entities in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide

November 28, 2025 EX-10.1

COMMON SHARE PURCHASE AGREEMENT

COMMON SHARE PURCHASE AGREEMENT This Common Share Purchase Agreement (this "Agreement") is entered into effective as November 28, 2025 (the "Execution Date"), by and between Flora Growth Corp.

November 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Novem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

November 28, 2025 S-1

As filed with the Securities and Exchange Commission on November 28, 2025

As filed with the Securities and Exchange Commission on November 28, 2025 Registration No.

November 28, 2025 EX-10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into effective as of November 28, 2025 (the "Execution Date"), by and between Flora Growth Corp.

November 28, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-1 Flora Growth Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

November 28, 2025 EX-21.1

Country of Incorporation

EXHIBIT 21.1 Subsidiaries Country of Incorporation Ownership % Functional Currency Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Phatebo Germany 100% Euro (EUR)

November 18, 2025 EX-4.6

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024 AND JUNE 30, 2025 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024 AND JUNE 30, 2025

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024 AND JUNE 30, 2025 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023, AUGUST 14, 2024 AND JUNE 30, 2025 1. Purpose 1 2. Definitions 1 3. Administration. 5 4. Shares Subject to Plan. 6 5. Eligibility 7 6. Specific Terms of Awards. 7 7. Certain Provisions Applicable to Awards

November 18, 2025 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Flora Growth Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Shares, no par value Other 51,282 $ 8.32 $ 426,666.24 0.0001381 $ 58.92 Total Offering Amounts: $ 426,666.2

November 18, 2025 S-8

As filed with the Securities and Exchange Commission on November 18, 2025

As filed with the Securities and Exchange Commission on November 18, 2025 Registration No.

November 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2025 OR ☐ 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

November 4, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

October 24, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

October 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Octob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

October 10, 2025 D

D

X0708 D LIVE 0001790169 Flora Growth Corp. 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 604-609-0244 ONTARIO, CANADA None None Corporation true Daniel Reis-Faria 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 Director Executive Officer Michael Heinrich 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 Director Executive Offi

October 10, 2025 EX-99.1

Transparency First: An Update on ZeroStack's Financials and Progress

Transparency First: An Update on ZeroStack's Financials and Progress A detailed look at how ZeroStack is funded, who's backing us, and the financial foundation driving decentralized AI.

October 10, 2025 D

D

X0708 D LIVE 0001790169 Flora Growth Corp. 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 604-609-0244 ONTARIO, CANADA None None Corporation true Daniel Reis-Faria 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 Director Executive Officer Michael Heinrich 3230 W. COMMERCIAL BOULEVARD SUITE 180 FORT LAUDERDALE FL FLORIDA 33309 Director Executive Offi

September 29, 2025 424B5

(To Prospectus dated September 6, 2023) Up to $3,450,000 Common Shares FLORA GROWTH CORP.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 Prospectus Supplement (To Prospectus dated September 6, 2023) Up to $3,450,000 Common Shares FLORA GROWTH CORP. Flora Growth Corp. (the "Company" or "Flora") is offering to sell common shares, no par value, of the Company (the "common shares"), having an aggregate offering price of up to $3,450,000 pursuant to this prospectus supplement

September 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Septe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (I.R.S. Employer

September 23, 2025 EX-10.2

SECURITIES PURCHASE AGREEMENT

Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential.

September 23, 2025 EX-4.1

PRE-FUNDED COMMON SHARE PURCHASE WARRANT FLORA GROWTH CORP.

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 23, 2025 EX-10.4

SECURITIES PURCHASE AGREEMENT

Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential.

September 23, 2025 424B5

(To Prospectus dated September 6, 2023) Up to $2,120,000 Common Shares FLORA GROWTH CORP.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 Prospectus Supplement (To Prospectus dated September 6, 2023) Up to $2,120,000 Common Shares FLORA GROWTH CORP. Flora Growth Corp. (the “Company” or “Flora”) is offering to sell common shares, no par value, of the Company (the “common shares”), having an aggregate offering price of up to $2,120,000 pursuant to this prospectus supplement

September 23, 2025 EX-4.2

COMMON SHARE PURCHASE WARRANT FLORA GROWTH CORP.

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 23, 2025 EX-10.3

SECURITIES PURCHASE AGREEMENT

Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential.

September 23, 2025 EX-10.7

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 20, 2025 (the "Effective Date"), by and between Flora Growth Corp.

September 23, 2025 EX-1.1

FLORA GROWTH CORP. COMMON SHARES SALES AGREEMENT

FLORA GROWTH CORP. COMMON SHARES SALES AGREEMENT September 23, 2025 Revere Securities LLC 560 Lexington Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Flora Growth Corp., a company incorporated under the laws of the Province of Ontario, Canada (the "Company"), confirms its agreement (this "Agreement") with Revere Securities LLC (the "Sales Agent"), as follows: 1. Issuance and Sale of

September 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Septe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

September 23, 2025 EX-10.5

EQUITY TRANSFER AND DEBT REPAYMENT AGREEMENT

EQUITY TRANSFER AND DEBT REPAYMENT AGREEMENT This Equity Transfer and Debt Repayment Agreement (this "Agreement"), dated as of September 20, 2025, is entered into by and among Flora Growth Corp.

September 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Septe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

September 23, 2025 EX-10.8

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 20, 2025 (the "Effective Date"), by and between Flora Growth Corp.

September 23, 2025 EX-4.3

Convertible Note

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 23, 2025 EX-4.4

Convertible Note

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 23, 2025 EX-99.1

Flora Growth Corp.

Flora Growth Corp. Unaudited Pro Forma Consolidated Financial Statements (United States Dollars, unless otherwise noted) June 30, 2025 Flora Growth Corp. Unaudited Pro Forma Consolidated Statement of Financial Position (Stated in Thousands of United States Dollars) As of June 30, 2025 Flora Growth Corp. (as reported) Disposition of Cannabis Business Pro Forma Adjustments Notes Pro Forma Flora Grow

September 23, 2025 EX-10.1

SECURITIES PURCHASE AGREEMENT

Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential.

September 23, 2025 EX-10.6

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 1, 2025 (the “Effective Date”), by and between Flora Growth Corp.

August 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 ( August 25, 2025 ) FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission

August 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inc

August 4, 2025 EX-3.1

For questions or more information to complete this form, please refer to the instruction page.

Articles of Amendment Business Corporations Act Instructions For questions or more information to complete this form, please refer to the instruction page.

August 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2025 OR ☐ 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 Growt

June 30, 2025 EX-4.1

2022 Incentive Compensation Plan

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN 1. Purpose 1 2. Definitions 1 3. Administration. 6 4. Shares Subject to Plan. 7 5. Eligibility 8 6. Specific Terms of Awards. 8 7. Certain Provisions Applicable to Awards. 14 8. Change in Control. 17 9. General Provisions. 19 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN 1. Purpose. The pu

June 30, 2025 EX-10.1

Form of Unvested Stock Appreciation Rights Agreement, dated June 30, 2025

Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to (the "Participant") by Flora Growth Corp.

June 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inco

June 30, 2025 EX-10.2

Form of Vested Stock Appreciation Rights Agreement, dated June 30, 2025

Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to (the "Participant") by Flora Growth Corp.

May 20, 2025 CORRESP

May 20, 2025

CORRESP 1 filename1.htm May 20, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Request for Acceleration - Flora Growth Corp. Registration Statement on Form S-3 Filed May 14, 2025 (File No. 333-287261) Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Flo

May 20, 2025 LETTER

LETTER

May 20, 2025 Clifford Starke Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, FL 33309 Re: Flora Growth Corp. Registration Statement on Form S-3 Filed May 14, 2025 File No. 333-287261 Dear Clifford Starke: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding re

May 14, 2025 S-3

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

May 14, 2025 EX-FILING FEES

Filing Fee Tabl

Calculation of Filing Fee Tables FORM S-3 (Form Type) FLORA GROWTH CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registe

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2025 OR ☐ 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 Grow

May 6, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 5, 2025 ARS

FORM ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024.

May 2, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorp

May 2, 2025 EX-10.1

Form of Securities Purchase Agreement dated May 2, 2025

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 2, 2025, between Flora Growth Corp.

April 15, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 25, 2025 CORRESP

*****

SUBMISSION VIA EDGAR March 25, 2025 Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.

March 25, 2025 CORRESP

March 26, 2025

March 26, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 25, 2025 S-3/A

As filed with the Securities and Exchange Commission on March 25, 2025

As filed with the Securities and Exchange Commission on March 25, 2025 Registration No.

March 24, 2025 EX-19.1

Flora Growth Corp. Insider Trading Policy

EXHIBIT 19.1 FLORA GROWTH CORP. INSIDER TRADING POLICY A. SCOPE These Trading Procedures regulate securities trades by all directors and executive officers of the Company and certain designated employees (which initially shall be all employees), as well as certain designated consultants and contractors of the Company and its subsidiaries who in the ordinary course of the performance of their dutie

March 24, 2025 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 Subsidiaries Country of Incorporation Ownership % Functional Currency Vessel Brand Inc. United States 100% United States Dollar (USD) Vessel Brand Canada Inc. Canada 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dollar (USD) Just Brands FL LLC United States 100% United States Dollar (USD) Just Brands International LTD United Kingdom 100% British Poun

March 24, 2025 EX-97

Flora Growth Corp Incentive Compensation Recovery Policy

EXHIBIT 97 FLORA GROWTH CORP. INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of Flora Growth Corp. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this p

March 24, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024.

March 7, 2025 LETTER

LETTER

March 7, 2025 Clifford Starke Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, FL 33309 Re: Flora Growth Corp. Registration Statement on Form S-3 Filed February 24, 2025 File No. 333-285170 Dear Clifford Starke: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amend

February 28, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

February 24, 2025 S-3

As filed with the Securities and Exchange Commission on February 24, 2025

As filed with the Securities and Exchange Commission on February 24, 2025 Registration No.

February 24, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) FLORA GROWTH CORP.

February 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Febru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 ( January 30, 2025 ) FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commissi

February 5, 2025 EX-10.2

Form of Promissory Note of Flora Growth Corp., dated January 30, 2025

PROMISSORY NOTE [Date] $[Amount] [Location] FOR VALUE RECEIVED, Flora Growth Corp ("Maker"), hereby promises to pay to the order of [Seller] ("Holder"), at any location designated by Holder, the sum of [Amount Written Out] ($[Amount in Numbers]) together with simple interest on the principal amount outstanding, on the following terms: 1.

February 5, 2025 EX-10.1

Share Purchase Agreement dated January 30, 2025

SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this "Agreement"), dated as of January 30, 2025, is entered into between the Sellers set forth on Appendix A to this Agreement (together, the "Sellers"), and Flora Growth Corp, an Ontario corporation ("Buyer").

January 21, 2025 EX-99.1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders

December 17, 2024 EX-10.2

Form of Stock Appreciation Rights Agreement dated December 15, 2024

Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to (the "Participant") by Flora Growth Corp.

December 17, 2024 SC 13D/A

FLGC / Flora Growth Corp. / Vaiman Dany - SC 13D/A Activist Investment

SC 13D/A 1 ef20040312sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Dany Vaiman Flora Growth Corp. 3230 W. Commercial Blvd., Suite 180 Fort Lauderdale, FL 33309

December 17, 2024 EX-10.1

Form of Restricted Stock Award Agreement dated December 15, 2024

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN NOTICE OF GRANT OF SHARES OF RESTRICTED STOCK Notice is hereby given of the following grant by Flora Growth Corp., (the "Company"), of the number of Shares of Restricted Stock specified below pursuant to the Flora Growth Corp. 2022 Incentive Compensation Plan (the "Plan"), and subject to the terms and conditions set forth in this Notice, the atta

December 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): (December 15, 2024) FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer o

December 17, 2024 SC 13D/A

FLGC / Flora Growth Corp. / Starke Clifford - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Clifford Starke Pia Porras 75 San Francisco Panama City, Panama With a copy to: Richard Raymer Dorsey & Whitney LLP 66 Wellington Stre

December 16, 2024 EX-10.1

Securities Purchase Agreement, dated December 13, 2024, by and between the Company and the purchasers identified therein

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of December 13, 2024, between Flora Growth Corp.

December 16, 2024 424B5

FLORA GROWTH CORP. 2,850,000 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 Prospectus Supplement to Prospectus dated September 6, 2023 FLORA GROWTH CORP. 2,850,000 Common Shares We are offering 2,850,000 of our common shares, no par value per share (the "common shares"), directly to certain investors, referred to as "the investors." Our common shares are listed on the Nasdaq Capital Market under the symbol "FLG

December 16, 2024 EX-10.2

Placement Agent Agreement, dated as of December 13, 2024, by and between the Company and Aegis

December 13, 2024 PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33312 Re: FLGC | Registered Direct Shelf Takedown | Placement Agent Agreement Dear Mr. Starke: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the pl

December 16, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 (December 13, 2024) FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commissi

December 12, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 12, 2024 EX-1.1

Placement Agent Agreement, between Flora Growth Corp. and Aegis Capital Corp., dated December 10, 2024

EX-1.1 2 exhibit1-1.htm EXHIBIT 1.1 December 10, 2024 PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132 Re: FLGC | Placement Agent Agreement Dear Mr. Starke: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the p

December 12, 2024 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 12, 2024 424B3

Flora Growth Corp.

424B3 1 form424b3.htm FORM 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-274204 SUPPLEMENT NO 1. DATED December 12, 2024 TO PROSPECTUS SUPPLEMENT DATED April 26, 2024 (To Prospectus Dated September 6, 2023) Flora Growth Corp. This Supplement No. 1 to Prospectus Supplement (this "Supplement") supplements and amends the Prospectus Supplement dated April 26, 2024 (the "Prospectus Supple

December 12, 2024 253G3

Flora Growth Corp. 44,910,179 Common Shares

Filed Pursuant to Rule 253(g)(3) File No. 024-12465 OFFERING CIRCULAR Flora Growth Corp. 44,910,179 Common Shares By this offering circular (the “Offering Circular”), Flora Growth Corp., an Ontario, Canada corporation, is offering on a “best-efforts” basis a maximum of 44,910,179 its common shares, no par value, at a fixed price of $1.67 per share, pursuant to Tier 2 of Regulation A (“Regulation A

December 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of i

December 9, 2024 CORRESP

* * *

December 9, 2024 VIA EDGAR Nicholas Panos Brian Soares Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

December 3, 2024 LETTER

LETTER

December 3, 2024 Dany Vaiman Reporting Person Flora Growth Corp. 3230 W. Commercial Blvd., Suite 180 Fort Lauderdale, FL 33309 Re: Flora Growth Corp. Schedule 13D by Dany Vaiman Filed September 12, 2024 File No. 005-93855 Dear Dany Vaiman: We have conducted a limited review of the above-captioned filing and have the following comment. Please respond to this letter by amending the filing or by prov

November 22, 2024 PART II AND III

POST QUALIFICATION AMENDMENT TO OFFERING CIRCULAR EXPLANATORY NOTE

POST QUALIFICATION AMENDMENT TO OFFERING CIRCULAR EXPLANATORY NOTE This post-qualification amendment no.

November 22, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITOR

CONSENT OF INDEPENDENT AUDITOR We consent to theuse in the Offering Circular constituting a part of this Offering Statement on Post-Qualification Amendment No.

November 14, 2024 SC 13G/A

FLGC / Flora Growth Corp. / Global X Management CO LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20038664sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 2)* Flora Growth Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 339764201 (CUSIP Numb

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 OR ☐ 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

November 1, 2024 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of i

November 1, 2024 EX-10.1

Supply Agreement, by and between Northern Green Canada Inc. and Flora Growth Corp., made as of October 31, 2024.

SUPPLY AGREEMENT This Supply Agreement is made as of the 31st day of October, 2024 (the "Effective Date") between NORTHERN GREEN CANADA INC.

November 1, 2024 EX-10.2

Deed of termination, settlement and release in respect of the supply agreement, by and among Flora Growth Corp., Northern Green Canada Inc., ACA Müller ADAG Pharma Vertriebs GmbH and Curaleaf Portugal LDA, dated as of October 28, 2024.

October 15, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITOR

CONSENT OF INDEPENDENT AUDITOR We consent to the use in the Offering Circular constituting a part of this Offering Statement on Post-Qualification Amendment No.

October 15, 2024 EX1A-8 ESCW AGMT

Escrow Agreement

Escrow Agreement This ESCROW AGREEMENT (this "Agreement") made as of [*], 2024, by and among Flora Growth Corp.

October 15, 2024 PART II AND III

POST QUALIFICATION AMENDMENT TO OFFERING CIRCULAR EXPLANATORY NOTE

POST QUALIFICATION AMENDMENT TO OFFERING CIRCULAR EXPLANATORY NOTE This post-qualification amendment no.

September 12, 2024 SC 13D

FLGC / Flora Growth Corp. / Vaiman Dany - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Dany Vaiman Flora Growth Corp. 3230 W. Commercial Blvd., Suite 180 Fort Lauderdale, FL 33309 With a copy to: Richard Raymer Dorsey & Whitney LLP 66 Welli

September 11, 2024 SC 13D/A

FLGC / Flora Growth Corp. / Starke Clifford - AMENDMENT 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Clifford Starke Pia Porras 75 San Francisco Panama City, Panama With a copy to: Richard Raymer Dorsey & Whitney LLP 66 Wellington Stre

September 10, 2024 EX-4.5

Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023 and August 14, 2024

FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023 AND AUGUST 14, 2024 FLORA GROWTH CORP. 2022 INCENTIVE COMPENSATION PLAN, AS AMENDED ON JUNE 6, 2023 AND AUGUST 14, 2024 1. Purpose 1 2. Definitions 1 3. Administration. 5 4. Shares Subject to Plan. 6 5. Eligibility 7 6. Specific Terms of Awards. 7 7. Certain Provisions Applicable to Awards. 11 8. Change in Control. 14

September 10, 2024 S-8

As filed with the Securities and Exchange Commission on September 10, 2024

As filed with the Securities and Exchange Commission on September 10, 2024 Registration No.

September 10, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) FLORA GROWTH CORP.

September 5, 2024 EX-10.1

Form of Stock Appreciation Rights Agreement

Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to (the "Participant") by Flora Growth Corp.

September 5, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

August 30, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

August 14, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

August 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2024 OR ☐ 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 000-52776 Flora Growt

August 7, 2024 EX1A-3 HLDRS RTS

1345 Avenue of the Americas · New York, New York · 10105 (212) 813-1010 · Fax (212) 813-1047 · Member FINRA, SIPC

[*] PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132 Re: FLGC | Placement Agent Agreement Dear Mr. Hayes: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the placement agent on a "best efforts" basis in connect

August 7, 2024 EX1A-4 SUBS AGMT

Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 of the Form 1-A offering statement filed on August 7, 2024)

NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

August 7, 2024 PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

August 7, 2024 EX1A-2A CHARTER

1345 Avenue of the Americas • New York, New York • 10105 (212) 813-1010 • Fax (212) 813-1047 • Member FINRA, SIPC

July 29, 2024 PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida, United States 33309 Re: Flora Growth Corp. | Regulation A | Engagement Letter Dear Mr. Starke: The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the exclu

August 7, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITOR

CONSENT OF INDEPENDENT AUDITOR We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our audit report dated March 28, 2024 with respect to the consolidated statements of financial position of Flora Growth Corp.

August 7, 2024 EX1A-12 OPN CNSL

- 2 -

August 6, 2024 Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132 Dear Sirs/Mesdames: RE: FLORA GROWTH CORP. We have acted as local counsel in Ontario to Flora Growth Corp., a corporation incorporated under the Business Corporations Act (Ontario) (the "Corporation") in connection with the preparation and filing of an offering statement on Form 1-A (the "Offering Stat

August 6, 2024 CORRESP

August 6, 2024

August 6, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F.

July 22, 2024 LETTER

LETTER

July 22, 2024 Clifford Starke Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, FL 33309 Re: Flora Growth Corp. Offering Statement on Form 1-A Filed July 16, 2024 File No. 024-12465 Dear Clifford Starke: This is to advise you that we do not intend to review your offering statement. We will consider qualifying your offering statement at your request

July 16, 2024 PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED JULY 16, 2024

PRELIMINARY OFFERING CIRCULAR DATED JULY 16, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

July 16, 2024 EX1A-1 UNDR AGMT

1345 Avenue of the Americas • New York, New York • 10105 (212) 813-1010 • Fax (212) 813-1047 • Member FINRA, SIPC

June 19, 2024 PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida, United States 33309 Re: Flora Growth Corp. | Regulation A | Engagement Letter Dear Mr. Starke: The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the exclu

July 16, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITOR

CONSENT OF INDEPENDENT AUDITOR We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our audit report dated March 28, 2024 with respect to the consolidated statements of financial position of Flora Growth Corp.

July 2, 2024 LETTER

LETTER

July 2, 2024 Clifford Starke Chief Executive Officer Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida 33309 Re: Flora Growth Corp. Preliminary Proxy Statement on Schedule 14A Filed May 31, 2024 File No. 001-40397 Dear Clifford Starke: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy an

June 28, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

June 27, 2024 SC 13G

FLGC / Flora Growth Corp. / RDS PRIVATE CAPITAL II, LP - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764201 (CUSIP Number) April 22, 2024 (Date of Event Which Requires Filing of This Statement) Check the

June 21, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

June 21, 2024 CORRESP

* * * * *

June 21, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.

June 12, 2024 LETTER

LETTER

United States securities and exchange commission logo June 12, 2024 Clifford Starke Chief Executive Officer Flora Growth Corp.

June 5, 2024 EX-1.1

Share and Purchase Agreement, dated June 4, 2024, by and between Flora Growth Corp. and Lifeist Wellness Inc.

Execution Version SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this "Agreement"), dated as of June 4, 2024 is entered into between LIFEIST WELLNESS INC.

June 5, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incor

June 4, 2024 EX-99.1

TruHC Pharma GmbH Financial Statements For the periods ended December 31, 2023 and 2022

TruHC Pharma GmbH Financial Statements For the periods ended December 31, 2023 and 2022 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of TruHC Pharma GmbH Opinion on the Financial Statements We have audited the accompanying statement of financial position of TruHC Pharma GmbH (the “Company”), as of December 31, 2023, and the related statements of loss and comprehensive loss, shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

June 4, 2024 EX-99.2

TruHC Pharma GmbH Unaudited Condensed Financial Statements For the Three Months Ended March 31, 2024 and 2023

TruHC Pharma GmbH Unaudited Condensed Financial Statements For the Three Months Ended March 31, 2024 and 2023 1 TruHC Pharma GmbH Condensed Interim Statements of Financial Position As at March 31, 2024 and December 31, 2023 (in Euros) March 31, 2024 December 31, 2023 As at: ASSETS Current Cash € 13,899 € 13,588 Amounts receivable 21,182 18,894 Prepaid expenses and other current assets 20,347 20,34

June 4, 2024 EX-99.3

Unaudited Pro Forma Consolidated Statement of Loss and Comprehensive Loss (Stated in Thousands of United States Dollars) For the three months ended March 31, 2024

Adjustments As at March 31, 2024 Assets Flora Growth Corp. TruHC Pharma GmbH Note Acquisition of TruHC Pharma GmbH Consolidated Cash and cash equivalents 4,156 15 2b (138 ) 3,933 2c (100 ) Restricted cash 35 - - 35 Trade and amounts receivables 7,281 23 - 7,304 Prepaid expenses and deposits 1,049 22 - 1,071 Inventory 9,246 - - 9,246 Total current assets 21,767 60 (238 ) 21,589 Plant, plant and equ

June 4, 2024 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission

May 31, 2024 ARS

FORM ARS

May 31, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2024 OR ☐ 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 000-52776 Flora Grow

May 7, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorp

May 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorp

April 30, 2024 CORRESP

April 30, 2024

April 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 30, 2024 LETTER

LETTER

United States securities and exchange commission logo April 30, 2024 Dany Vaiman Chief Financial Officer Flora Growth Corp.

April 29, 2024 EX-1.1

Sales Agreement by and among Flora Growth Corp. and Aegis Capital Corp., dated April 26, 2024

FLORA GROWTH CORP. Common Shares (no par value) At-The-Market Issuance Sales Agreement April 26, 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, New York 10015 Ladies and Gentlemen: Flora Growth Corp., an Ontario corporation (the "Company"), confirms its agreement (this "Agreement") with Aegis Capital Corp. ("Aegis"), as follows: 1. Issuance and Sale of Shares. The Compa

April 29, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inc

April 26, 2024 424B5

(To Prospectus dated September 6, 2023) Up to $3,794,000 Common Shares FLORA GROWTH CORP.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 (To Prospectus dated September 6, 2023) Up to $3,794,000 Common Shares FLORA GROWTH CORP. Flora Growth Corp. (the "Company" or "Flora") is offering to sell common shares, no par value, of the Company (the "common shares"), having an aggregate offering price of up to $3,794,000 pursuant to this prospectus supplement and the accompanying b

April 23, 2024 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inc

April 23, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) FLORA GROWTH CORP.

April 23, 2024 S-3

As filed with the Securities and Exchange Commission on April 23, 2024

As filed with the Securities and Exchange Commission on April 23, 2024 Registration No.

April 19, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inc

April 19, 2024 EX-10.1

Stock Purchase Agreement, dated April 16, 2024, by and between Flora Growth Crop. and TruHC Holding GmbH

STOCK PURCHASE AGREEMENT between TRUHC HOLDING GMBH and FLORA GROWTH CORP. dated as of April 16, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 6 ARTICLE II PURCHASE AND SALE 13 Section 2.01 Purchase and Sale. 13 Section 2.02 Purchase Price. 13 Section 2.03 Transactions to be Effected at the Closing. 14 Section 2.04 Closing. 15 Section 2.05 Withholding Tax. 15 ARTICLE III REPRESENTATIONS AND WARRANT

April 15, 2024 SC 13D/A

FLGC / Flora Growth Corp. / Starke Clifford - SCHEDULE 13D - AMENDMENT 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Clifford Starke Pia Porras 75 San Francisco Panama City, Panama With a copy to: Richard Raymer Dorsey & Whitney LLP 161 Bay Street, Su

April 8, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inco

April 8, 2024 EX-1.1

Underwriting Agreement, dated April 4, 2024, by and between the Company and Aegis Capital Corp.

UNDERWRITING AGREEMENT April 4, 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: FLORA GROWTH CORP., an Ontario corporation (the "Company"), agrees, subject to the terms and conditions in this agreement (this "Agreement"), to issue and sell to Aegis Capital Corp. (the "Underwriter") an aggregate of 1,700,000 of the Company's Common Shares, w

April 5, 2024 EX-10.1

Letter Agreement by and between Flora Growth Corp. and TruHC Holding GmbH, dated April 1, 2024

April 1, 2024 TRUHC HOLDING GMBH Sternstr. 97, 20357 Hamburg, Germany Attention: Mr. Hendrik Knopp Re: Acquisition of TruHC Pharma GmbH This Letter Agreement is intended to summarize the principal terms of a proposal by Flora Growth Corp. ("Flora Growth") to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (the "Company"), from TruHC Holding GmbH (the "Seller") by way of a sha

April 5, 2024 424B5

(To Prospectus dated September 6, 2023) 1,700,000 Common Shares FLORA GROWTH CORP.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 (To Prospectus dated September 6, 2023) 1,700,000 Common Shares FLORA GROWTH CORP. Flora Growth Corp. (the "Company" or "Flora") is offering 1,700,000 common shares, no par value, of the Company (the "common shares"), at an offering price of $1.90 per share, pursuant to this prospectus supplement and the accompanying base prospectus. Our

April 5, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inco

April 4, 2024 424B5

SUBJECT TO COMPLETION

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these se

March 28, 2024 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 Subsidiaries Country of Incorporation Ownership % Functional Currency Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Flora Beauty LLC United States 100% United States Dollar (USD) Vessel Brand Inc. United States 100% United States Dollar (USD) Vessel Brand Canada Inc. Canada 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dol

March 28, 2024 EX-97

Flora Growth Corp Incentive Compensation Recovery Policy

EXHIBIT 97 FLORA GROWTH CORP. INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of Flora Growth Corp. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this p

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023.

February 14, 2024 SC 13G

CA3397642016 / Flora Growth Corp / Global X Management CO LLC - SC 13G POTX/FLORA GROWTH CORP Passive Investment

SC 13G 1 annualsc13g-potxfloragrowt.htm SC 13G POTX/FLORA GROWTH CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) Flora Growth Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 339764201 (

December 21, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

December 21, 2023 EX-10.2

Executive Employment Agreement, dated December 15, 2023, by and between Flora Growth Corp. and Dany Vaiman

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into this 15th day of December 2023 (the "Effective Date"), by Flora Growth Corp.

December 21, 2023 EX-10.1

Consulting Agreement, dated December 15, 2023, by and between Flora Growth Corp. and Clifford Starke

CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of December 2023 (the "Effective Date"), by Flora Growth Corp.

December 8, 2023 SC 13G

CA3397642016 / Flora Growth Corp / Global X Management CO LLC - SC 13G - POTX/FLORA GROWTH CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) Flora Growth Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 339764201 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing o

December 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

November 15, 2023 S-8

As filed with the Securities and Exchange Commission on November 15, 2023

As filed with the Securities and Exchange Commission on November 15, 2023 Registration No.

November 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Novem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

November 15, 2023 SC 13D/A

FLGC / Flora Growth Corp / Starke Clifford - SCHEDULE 13D A-2 Activist Investment

SC 13D/A 1 sc13da.htm SCHEDULE 13D A-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Flora Growth Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 339764102 (CUSIP Number) Clifford Starke Pia Porras 75 San Francisco Panama City, Panama With a copy to: Richard Raymer

November 15, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) FLORA GROWTH CORP.

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2023 OR ☐ 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 000-52776 Flora

November 3, 2023 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of i

October 25, 2023 LETTER

LETTER

United States securities and exchange commission logo October 25, 2023 Dany Vaiman Chief Financial Officer Flora Growth Corp.

October 25, 2023 CORRESP

October 25, 2023

October 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Octob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of i

October 18, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FLORA GROWTH CORP.

October 18, 2023 S-1

As filed with the U.S. Securities and Exchange Commission on October 18, 2023

As filed with the U.S. Securities and Exchange Commission on October 18, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FLORA GROWTH CORP. (Exact name of Registrant as specified in its charter) Ontario, Canada 2833 Not Applicable (State or other jurisdiction of incorporation or orga

October 18, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiaries Country of Incorporation Ownership % Functional Currency Cosechemos YA S.A.S. Colombia 90% Colombia Peso (COP) Hemp Textiles & Co. LLC United States 100% United States Dollar (USD) Flora Beauty LLC United States 100% United States Dollar (USD) Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Vessel Brand Inc. United States 100

October 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Octob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of i

October 2, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

September 21, 2023 EX-10.2

Placement Agent Agreement, dated as of September 18, 2023, by and between the Company and A.G.P.

September 18, 2023 Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33312 Attention: This letter (the "Agreement") constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the "Placement Agent"), and Flora Growth Corp., a company incorporated under the laws of the Province of Ontario (the "Company"), that the Placement Agent shall serve as t

September 21, 2023 EX-10.3

Form of Warrant Amendment

AMENDMENT TO COMMON SHARE PURCHASE WARRANT This Amendment to Common Share Purchase Warrant (this "Amendment"), dated as of September 18, 2023, is by and between Flora Growth Corp.

September 21, 2023 EX-4.2

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of Flora's Form 8-K filed with the SEC on September 21, 2023).

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

September 21, 2023 EX-10.1

Securities Purchase Agreement, dated as of September 18, 2023, by and between the Company and the purchasers identified therein

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 18, 2023, between Flora Growth Corp.

September 21, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 (September 18, 2023) FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdic

September 21, 2023 EX-4.1

Form of Investor Warrant (incorporated by reference to Exhibit 4.1 of Flora's Form 8-K filed with the SEC on September 21, 2023).

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

September 21, 2023 EX-99.1

Flora Growth Corp. Announces Pricing of $2.7 Million Registered Direct Offering and Concurrent Private Placement

Flora Growth Corp. Announces Pricing of $2.7 Million Registered Direct Offering and Concurrent Private Placement FORT LAUDERDALE, FLORIDA - September 19, 2023 - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a global consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution, announced today that it has en

September 20, 2023 424B5

FLORA GROWTH CORP. 1,369,000 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274204 Prospectus Supplement to Prospectus dated September 6, 2023 FLORA GROWTH CORP. 1,369,000 Common Shares We are offering 1,369,000 of our common shares, no par value per share (the "common shares"), directly to certain investors, referred to as "the investors." In a concurrent private placement to the same investors, we are also issuing un

September 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Septe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of

September 18, 2023 EX-1.1

Share and Purchase Agreement, dated September 17, 2023, by and between Flora Growth Corp. and Lifeist Wellness Inc.

SHARE PURCHASE AGREEMENT BETWEEN LIFEIST WELLNESS INC. - and - FLORA GROWTH CORP. SEPTEMBER 17, 2023 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 4 1.1 Definitions 4 1.2 Certain Rules of Interpretation 11 1.3 Governing Law 12 1.4 Entire Agreement 12 1.5 Schedules and Exhibits 12 ARTICLE 2 PURCHASE AND SALE 12 2.1 Agreement of Purchase and Sale 12 2.2 Purchase Price 13 2.3 Payment of Purchase Pr

September 18, 2023 EX-99.2

Flora Growth Corp. to Acquire Australian Vaporizers; Expects Immediate Profit Contribution

Flora Growth Corp. to Acquire Australian Vaporizers; Expects Immediate Profit Contribution FORT LAUDERDALE, FLORIDA - September 18, 2023 - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a global consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution, has entered into a definitive agreement (the "Agreem

September 1, 2023 CORRESP

Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132

Flora Growth Corp. 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132 September 1, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Flora Growth Corp. - Registration Statement on Form S-3 (File No. 333-274204) Ladies and Gentlemen: In accordance with Rule 461 under the S

September 1, 2023 LETTER

LETTER

United States securities and exchange commission logo September 1, 2023 Dany Vaiman Chief Financial Officer Flora Growth Corp.

August 30, 2023 S-3/A

As filed with the Securities and Exchange Commission on August 30, 2023

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

August 30, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Flora Growth Corp.

August 25, 2023 S-3

As filed with the Securities and Exchange Commission on August 25, 2023

As filed with the Securities and Exchange Commission on August 25, 2023 Registration No.

August 25, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Flora Growth Corp.

August 25, 2023 EX-99.1

Flora Growth Corp.

Flora Growth Corp. Unaudited Pro Forma Consolidated Statement of Loss and Comprehensive Loss (Stated in Thousands of United States Dollars) December 31, 2022 For the year ended December 31, 2022 Adjustments Flora Growth Corp. Franchise Global Health Inc. Note Acquisition of Franchise Global Health Inc. Consolidated Revenue 37,171 42,430 - 79,601 Cost of sales 22,757 39,473 2(a)(ii) (47) 62,183 Gro

August 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of in

August 10, 2023 EX-99.1

Flora Growth Corp. Reports Second Quarter 2023 Financial Results

Flora Growth Corp. Reports Second Quarter 2023 Financial Results FORT LAUDERDALE, FLORIDA – August 10, 2023 – Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world, reported today its financial and operating results for the three and si

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inc

August 10, 2023 EX-10.10

Amendment No. 2 to Share Purchase Agreement, effective July 13, 2023, by and between Flora Growth Corp. and Lisan Farma Colombia LLC.

AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT This Amendment No. 2 to Share Purchase Agreement ("Amendment") is entered into and made effective as of July 13, 2023 by and between Flora Growth Corp., a Canadian corporation ("Flora") and Lisan Farma Colombia LLC, a Delaware limited liability company ("Lisan"). Flora and Lisan are collectively referred to as the "Parties" and singularly referred toas "

August 10, 2023 EX-10.11

Amendment No. 3 to Share Purchase Agreement, effective July 19, 2023, by and between Flora Growth Corp. and Lisan Farma Colombia LLC.

AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT This Amendment No. 3 to Share Purchase Agreement ("Amendment") is entered into and made effective as of July 19, 2023 by and between Flora Growth Corp., a Canadian corporation ("Flora"), Lisan Farma Colombia LLC, a Delaware limited liability company ("Lisan") and Flora Beauty LLC, a company organized under the laws of Colorado (United States of America),

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2023 OR ☐ 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 000-52776 Flora Growt

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 FLORA GROWTH CORP. (Exact name of registrant as specified in its charter) Ontario 001-40397 Not Applicable (State or other jurisdiction (Commission (IRS Employer of inco

July 25, 2023 EX-99.1

Flora Growth Corp. Announces Update on Sale of Colombian Assets; Expects Asset Sale to Contribute to Anticipated Annual Savings of US$6.1 million

Flora Growth Corp. Announces Update on Sale of Colombian Assets; Expects Asset Sale to Contribute to Anticipated Annual Savings of US$6.1 million FORT LAUDERDALE, FLORIDA & TORONTO, ONTARIO - July 25, 2023 - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and a pharmaceutical d

July 11, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdiction of incorporation) (Com

July 11, 2023 EX-10.2

Amendment No. 1 to Share Purchase Agreement, effective July 7, 2023, by and between Flora Growth Corp. and Lisan Farma Colombia LLC.

EXHIBIT 10.2 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This Amendment No. 1 to Share Purchase Agreement (“Amendment”) is entered into and made effective as of July 7, 2023 by and between Flora Growth Corp., a Canadian corporation (“Flora”) and Lisan Farma Colombia LLC, a Delaware limited liability company (“Lisan”). Flora and Lisan are collectively referred to as the “Parties” and singularly ref

July 11, 2023 EX-10.1

Share Purchase Agreement, dated July 5, 2023, by and among Flora Growth Corp. and Lisan Farma Colombia LLC.

EXHIBIT 10.1 SHARE PURCHASE AGREEMENT BY AND AMONG Flora Growth Corp. (referred to as the “Seller”) AND Lisan Farma Colombia LLC. (referred to as the “Purchaser”) Dated July 5, 2023 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (hereinafter, the “Agreement”) is entered into on July 5th, 2023 by and between: (1) Flora Growth Corp., a company organized under the laws of the Republic of Cana

June 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdiction of incorporation) (Co

June 27, 2023 EX-10.1

Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Hussein Rakine

EXHIBIT 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Hussein Rakine (hereinafter referred to as “Rakine”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, herein

June 27, 2023 EX-10.3

Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Jessie Casner

EXHIBIT 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE Ther Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Jessie Casner (hereinafter referred to as “Casner”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereina

June 27, 2023 EX-99.1

Flora Growth Corp. appoints Clifford Starke as Chief Executive Officer and Dany Vaiman as Chief Financial Officer; Regains compliance with NASDAQ minimum bid requirement

EXHIBIT 99.1 Flora Growth Corp. appoints Clifford Starke as Chief Executive Officer and Dany Vaiman as Chief Financial Officer; Regains compliance with NASDAQ minimum bid requirement FORT LAUDERDALE, FLORIDA – June 27, 2023 – Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and

June 27, 2023 EX-10.4

Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Jason Warnock

EXHIBIT 10.4 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Jason Warnock (hereinafter referred to as “Warnock”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, herein

June 27, 2023 EX-10.2

Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Elshad Garayev

EXHIBIT 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Elshad Garayev (hereinafter referred to as “Garayev”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, herei

June 7, 2023 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdiction of incorporation) (Com

June 7, 2023 EX-3.1

Articles of Amendment of Flora Growth Corp. effective June 9, 2023

EXHIBIT 3.1

June 7, 2023 EX-99.1

Flora Growth Corp. to Effect Reverse Stock Split

EXHIBIT 99.1 Flora Growth Corp. to Effect Reverse Stock Split FORT LAUDERDALE, FLORIDA & TORONTO, June 7, 2023 - Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a global cultivator, manufacturer, and distributor of cannabis products and brands, announces that it will effect a reverse stock split, which shall become effective on June 9, 2023 at a ratio of 1-for-20 (the “Reverse Stock

June 6, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in its Charter) Province of Ontario 001-40397 Not Applicable (State or Other Jurisdiction of Incorporation) (Com

May 24, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdiction of incorporation) (Com

May 18, 2023 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022.

May 18, 2023 EX-10.1

Amendment No. 1 to Separation Agreement and Release, dated May 14, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Luis Merchan

EXHIBIT 10.1 AMENDMENT NO. 1 TO SEPARATION AGREEMENT AND GENERAL RELEASE This Amendment No. 1 to Separation Agreement and General Release (“Amendment”) is entered into and made effective as of May 14, 2023 by and between Luis Merchan (hereinafter referred to as “Merchan”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management,

May 15, 2023 EX-99.1

Flora Growth Reports First Quarter 2023 Financial Results

EXHIBIT 99.1 Flora Growth Reports First Quarter 2023 Financial Results · Flora generated $20.1 million in revenue in Q1 2023, a 307% increase year-over-year. · Gross profit for Q1 2023 increased 105% year-over-year, to $5.5 million. · Posted a net loss of $3.9 million for Q1 2023 (decreased from Q1 2022). New leadership plans to further reduce expenses and focus on organic revenue growth. FORT LAU

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Flora Growth Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario 001-40397 Not Applicable (State or other jurisdiction of incorporation) (Com

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