Flora Growth Announces Results of 2025 Special Meeting of Shareholders

Rhea-AI Summary

Flora Growth (NASDAQ: FLGC) held a Special Meeting of Shareholders on December 19, 2025 and approved nine proposals including authority to change the company name to ZeroStack Corp., create a new class of preferred shares, and approve an amendment to the 2022 Incentive Compensation Plan.

Key approvals: increase 2022 Plan reserve to 10% of fully diluted common shares, raise Incentive Stock Option cap to the lower of 2,000,000 and outstanding shares, grant stock options to executives, authorize issuances tied to the September 2025 private placement and convertible notes, and permit a forward split between 2:1 and 10:1 within one year.

Positive

• Name-change authority approved with 307,327 For votes
• 2022 Plan reserve increased to 10% of fully diluted common shares
• Incentive Stock Option cap raised to the lower of 2,000,000 and outstanding shares
• Forward split authority 2:1–10:1 approved for one year
• Issuance approvals granted for September 2025 private placement securities and convertible notes

Negative

• Potential dilution from 2022 Plan increase to 10% of fully diluted shares
• Potential dilution from authorized issuances tied to September 2025 private placement convertible notes
• A sizeable broker non-vote block (164,374 shares) on several proposals

Argus Dec 22 session

+3.35% close to close Open Argus

Details

News Market Reaction – FLGC

On Dec 22, the first trading day after this news, FLGC closed 3.35% above the previous close.

Data tracked by StockTitan Argus for the Dec 22 session.

Market Context

This announcement confirms shareholder approval of nine proposals that reshape FLGC as it transition...

Analysis

This announcement confirms shareholder approval of nine proposals that reshape FLGC as it transitions to ZeroStack. Key outcomes include the name change, creation of a new preferred share class, expansion of the 2022 Incentive Plan to 10% of fully diluted shares with an ISO cap of 2,000,000, and authorization for a forward share split between 2:1 and 10:1. Approvals tied to pre-funded warrants and convertible notes from the September 2025 private placement align with earlier proxy and funding disclosures, formalizing the AI-focused capital structure shift.

Key Figures

Proposal 1 votes for: 307,327 votes Proposal 2 broker non-votes: 164,374 non-votes Incentive plan prior pool: 115,385 shares +5 more

Proposal 1 votes for

307,327 votes

Name change authorization to “ZeroStack Corp.”

Proposal 2 broker non-votes

164,374 non-votes

Creation of new preferred share class

Incentive plan prior pool

115,385 shares

Old 2022 Incentive Compensation Plan share reserve

Incentive plan new limit

10% of fully diluted shares

Revised 2022 Plan share pool cap

ISO cap

2,000,000 options (maximum)

Upper limit for Incentive Stock Options under 2022 Plan Amendment

Forward split range

2:1 to 10:1

Authorized forward share split ratio range

Proposal 8 votes for

280,700 votes

Authority to implement forward share split

Proposal 5 votes for

53,843 votes

Approval of shares underlying pre-funded warrants and warrants

Historical Context

5 past events · Latest: Oct 21

5 events

1. Oct 21

   0G token purchase

   24h Move

   -7.3%

   Announced second purchase of $0G tokens expanding decentralized AI treasury.

2. Oct 16

   Custody partnership

   24h Move

   -4.7%

   Appointed BitGo as custodian for $0G treasury to enhance security and compliance.

3. Oct 08

   First 0G purchase

   24h Move

   +6.4%

   Disclosed first major 0G token purchase and outlined AI treasury strategy.

4. Sep 19

   Major funding round

   24h Move

   +5.5%

   Reported $401M funding, including $22.88M from DFDV, to build 0G treasury.

5. Aug 20

   Nasdaq compliance

   24h Move

   +7.6%

   Announced regaining compliance with Nasdaq minimum bid price requirement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, convertible note, Nasdaq Listing Rules 5635(c), Nasdaq Listing Rule 5635(d), +2 more

6 terms

pre-funded warrants financial

"issuance of Common Shares underlying pre-funded warrants and warrants sold"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

convertible note financial

"issuance of Common Shares underlying the convertible note issued to DeFi"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

Nasdaq Listing Rules 5635(c) regulatory

"for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d)"

Nasdaq Listing Rule 5635(c) is a stock-exchange requirement that forces a company to get shareholder approval before issuing new shares or share-linked securities as part of a merger, acquisition, or other non-cash transaction when the issuance would meaningfully dilute existing owners. For investors it matters because it protects against sudden, large reductions in each share’s ownership and voting power—think of it as a safety valve that lets current shareholders approve big changes to the ownership pie.

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

forward share split financial

"to effect a forward share split of the Company's outstanding Common Shares"

A forward share split increases the number of a company's outstanding shares by swapping each existing share for multiple new shares (for example, one share becomes two or more), like cutting a cake into more pieces without changing the cake's total size. It lowers the price per share while leaving the company's overall market value the same, which can make stock easier to buy, improve trading activity, and change per‑share metrics investors watch, such as earnings per share and index weights.

Articles of Amendment regulatory

"the authority, at its discretion, to file Articles of Amendment to the Company's"

Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Fort Lauderdale, Florida--(Newsfile Corp. - December 19, 2025) - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), which is set to rebrand as ZeroStack, and is the first public company to offer exposure to Decentralized AI through the accumulation of $0G, the native cryptocurrency of the distributed AI infrastructure project 0G ("$0G"), held its 2025 Special Meeting of Shareholders (the "Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Meeting are as follows:

Proposal 1: To give the board of directors of the Company (the "Board") the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to change the name of the Company to "ZeroStack Corp." or to such other name as the Board, in its sole discretion, determines to be appropriate:

For		Against		Abstentions
307,327		53,559		1,695

 

Proposal 2: To give the Board the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares, no par value, of the Company (the "Common Shares") and the preferred shares, as a class:

					Broker
For		Against	Abstentions		Non-Votes
165,494		32,278	435		164,374

 

Proposal 3: To approve an amendment (the "2022 Plan Amendment") to the Company's 2022 Plan to the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025 (the "2022 Plan"), to (i) increase the number of Common Shares issuable thereunder from 115,385 to 10% of the fully diluted Common Shares as of the date the shareholders approve the 2022 Plan Amendment and (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 21,795 to the lower of (A) 2,000,000 and (B) the number of Common Shares issued and outstanding as of the date the shareholders approve the 2022 Plan Amendment:

						Broker
For		Against		Abstentions		Non-Votes
167,124		30,477		606		164,374

 

Proposal 4: To approve the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman.

						Broker
For		Against		Abstentions		Non-Votes
166,325		30,688		1,194		164,374

 

Proposal 5: To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying pre-funded warrants and warrants sold in the Company's private placement transactions entered into by the Company with certain investors, pursuant to securities purchase agreements, dated on or about September 19, 2025 (the "September 2025 Private Placement"):

						Broker
For		Against		Abstentions		Non-Votes
53,843		27,150		874		164,374

 

Proposal 6: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of Common Shares underlying the convertible note issued to DeFi Development Corp in the Company's September 2025 Private Placement:

						Broker
For		Against		Abstentions		Non-Votes
53,843		27,076		897		164,374

 

Proposal 7: To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying the convertible note issued to Zero Gravity Labs Inc. in the Company's September 2025 Private Placement:

						Broker
For		Against		Abstentions		Non-Votes
54,609		27,033		225		164,374

 

Proposal 8: To give the Board the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to effect a forward share split of the Company's outstanding Common Shares, at a ratio between 2:1 to 10:1, without reducing the authorized number of Common Shares, to be effected, if at all, in the sole discretion of the Board at any time within one year of the date of the Meeting without further approval or authorization of our shareholders:

For		Against		Abstentions
280,700		70,061		11,820

 

Proposal 9: To approve one or more adjournments or postponements of the Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Meeting to approve one or more of Proposals Nos. 1-8 at the time of such adjournment or postponement or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate:

For		Against		Abstentions
280,588		80,155		1,838

 

Based on the foregoing votes, Proposals 1, 2, 3, 4, 5, 6, 7, 8 and 9 were approved. No other matters were considered or voted upon at the Meeting.

About Flora Growth Corp:

Flora Growth Corp., which is set to be rebranded as ZeroStack, is the first and largest decentralized AI treasury company that is investing in the future of AI infrastructure through the $0G token. The Company is a global pharmaceutical distributor through its wholly owned subsidiary Phatebo GmbH. For more information, visit https://zerostack.ai/

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

Investor Contact: ir@zerostack.ai

Media Contact: zerostack@dittopr.co

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278726

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FLGC shareholders approve at the December 19, 2025 special meeting?

Shareholders approved name-change authority to ZeroStack Corp, a new preferred class, the 2022 Plan amendment to 10% of fully diluted shares, executive option grants, private placement/convertible-note issuances, and a 2:1–10:1 forward split authority.

What does the 2022 Plan amendment for FLGC (ZeroStack) do?

It increases the number of common shares issuable under the 2022 Plan to 10% of fully diluted common shares and raises incentive stock options cap to the lower of 2,000,000 and outstanding shares.

How could the approved 2:1–10:1 forward split affect FLGC shareholders?

The Board can implement a forward split between 2:1 and 10:1 within one year, increasing share count per holder while leaving proportional ownership unchanged.

Were issuances related to the September 2025 private placement approved for FLGC (FLGC)?

Yes. Shareholders approved issuances of common shares underlying pre-funded warrants, warrants, and convertible notes from the September 2025 private placement to comply with Nasdaq rules.

Did shareholders approve executive stock option grants for FLGC on December 19, 2025?

Yes. Proposal 4 approving stock option grants to the CEO, CFO and Executive Chairman was approved by shareholders.

How many votes were recorded for the FLGC name-change authority on December 19, 2025?

The name-change authority (Proposal 1) recorded 307,327 For, 53,559 Against and 1,695 Abstentions.