Flora Growth Corp. Announces Proposed Underwritten Public Offering

Rhea-AI Summary

Flora Growth Corp. (NASDAQ: FLGC) announced on January 27, 2026 that it has commenced an underwritten public offering of its common shares, with all shares to be offered by the company and the offering subject to market conditions and uncertainty as to completion, size, or terms.

R.F. Lafferty & Co., Inc. is the sole book-running manager. The shares are being offered under a shelf registration statement on Form S-3 (File No. 333-274204) declared effective September 6, 2023; a prospectus supplement describing offering terms will be filed with the SEC.

Copies of the prospectus supplement and prospectus will be available on SEC.gov or from R. F. Lafferty & Co., Inc.

Key Figures

Form S-3 file number: File No. 333-274204 S-3 filing date: August 25, 2023 S-3 amendment date: August 30, 2023 +2 more

5 metrics

Form S-3 file number File No. 333-274204 Shelf registration statement referenced for this underwritten offering

S-3 filing date August 25, 2023 Initial filing date of the shelf registration used for the offering

S-3 amendment date August 30, 2023 Date the Form S-3 shelf registration was amended

Effectiveness date September 6, 2023 Date the Form S-3 shelf registration was declared effective by the SEC

Manager contact phone (212) 293-9090 R.F. Lafferty & Co., Inc. book-running manager contact listed in the prospectus notice

Market Reality Check

Price: $10.97 Vol: Volume 6,804 vs 20-day av...

low vol

$10.97 Last Close

Volume Volume 6,804 vs 20-day average 17,830 (relative volume 0.38) ahead of the offering headline. low

Technical Shares at $6.32 trade below the $18.36 200-day MA, sitting 86.55% below the 52-week high and 7.85% above the 52-week low.

Peers on Argus

FLGC was down 5.67% while peers were mixed: IMCC -0.72%, GELS -7.06%, AYTU -0.37...

FLGC was down 5.67% while peers were mixed: IMCC -0.72%, GELS -7.06%, AYTU -0.37%, but TXMD +6.13% and BFRI +1.63%. The move appears stock-specific rather than a coordinated sector reaction.

Previous Offering Reports

5 past events · Latest: Dec 16 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 16	Registered direct closing	Negative	-6.2%	Closed <b>$3.6M</b> registered direct offering of 2,850,000 shares at $1.25.
Dec 13	Registered direct pricing	Negative	-34.3%	Priced <b>$3.6M</b> registered direct offering at <b>$1.25</b> per share.
Apr 09	Underwritten offering bookrun	Negative	-4.4%	Aegis Capital acted as sole bookrunner on <b>$3.23M</b> underwritten offering.
Apr 08	Underwritten offering closing	Negative	-4.6%	Closed <b>$3.2M</b> underwritten public offering of common shares.
Apr 04	Underwritten offering pricing	Negative	-17.6%	Priced <b>$3.2M</b> underwritten public offering of common shares.

Pattern Detected

Prior FLGC offerings have consistently been followed by negative 1-day moves, suggesting a pattern of weak immediate reactions to equity financing news.

Recent Company History

Over 2024, Flora Growth executed several equity financings, including a $3.6 million registered direct offering and a $3.2 million underwritten public offering, all conducted under an effective shelf registration. These events saw 1‑day declines ranging from mid-single digits to over 30%. Today’s proposed underwritten offering fits into this ongoing pattern of raising capital via public equity, again linked to shelf registration mechanics.

Historical Comparison

offering

+13.4 %

Average Historical Move

Historical Analysis

Past offering headlines produced an average 1-day move of about 13.42%, mostly to the downside. The current underwritten deal headline fits this established financing pattern.

Typical Pattern

Since early 2024, FLGC has repeatedly used shelf-based registered direct and underwritten offerings to raise capital, with today’s proposed underwritten public offering continuing that financing approach.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-01-08

An effective Form S-3 shelf dated January 8, 2026 registers 966,497 common shares for resale by existing holders; the company receives no proceeds from those sales. A separate Form S-3 (File No. 333-274204) filed in 2023 is referenced for the new underwritten public offering, which will be detailed in a prospectus supplement.

Market Pulse Summary

This announcement details a proposed underwritten public offering of FLGC common shares under an alr...

Analysis

This announcement details a proposed underwritten public offering of FLGC common shares under an already effective Form S-3 shelf, with final terms to come via prospectus supplement. Historically, similar offerings for this issuer have been followed by negative 1‑day moves. Investors often watched the size, pricing, and use of proceeds, along with any additional 424B filings that might signal further share availability.

Key Terms

underwritten public offering, shelf registration statement, form s-3, prospectus supplement, +3 more

7 terms

underwritten public offering financial

"announced it has commenced an underwritten public offering of its common shares."

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-274204)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-274204), which was filed with the U.S."

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement describing the terms of the public offering will be filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running manager financial

"R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

registration statement regulatory

"will form a part of the effective registration statement."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities and exchange commission regulatory

"which was filed with the U.S. Securities and Exchange Commission (the "SEC") on August 25"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - 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 Company. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

The common shares are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-274204), which was filed with the U.S. Securities and Exchange Commission (the "SEC") on August 25, 2023, amended on August 30, 2023 and declared effective by the SEC on September 6, 2023, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC's website at http://www.sec.gov or alternatively, from: R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005; (212) 293-9090.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Flora Growth Corp.

Flora Growth Corp., which is set to be rebranded as ZeroStack, is the first, Nasdaq-listed, asset management company focused on providing exposure to decentralized AI. The Company also operates a global pharmaceutical distribution business 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 the Company'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 words or 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 the Company's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 24, 2025 and in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025, as such factors may be updated from time to time in the Company'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 the Company's filings with the SEC. While forward-looking statements reflect the Company's good faith beliefs, they are not guarantees of future performance. The Company 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 the Company (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/281850

FAQ

What did Flora Growth Corp. (FLGC) announce on January 27, 2026?

FLGC announced it has commenced an underwritten public offering of its common shares, with all shares to be offered by the company and subject to market conditions.

Who is the book-running manager for the FLGC offering?

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

Under what registration is FLGC offering its common shares (FLGC)?

The common shares are being offered under a shelf registration on Form S-3 (File No. 333-274204), declared effective September 6, 2023.

Where can investors find the FLGC prospectus supplement for the offering?

The prospectus supplement will be filed with the SEC and will be available on http://www.sec.gov or from R. F. Lafferty & Co., Inc. when available.

Is the FLGC offering guaranteed to occur or have fixed terms?

No; the offering is subject to market conditions and there is no assurance as to whether or when it will be completed or as to the actual size or terms.