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.

Argus Jan 28 session

-18.41% close to close Open Argus

Details

News Market Reaction – FLGC

In the Jan 28 session, FLGC declined 18.41%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -18.4% in the session following this news. A negative reaction despite purely proc...

Analysis

The stock dropped -18.4% in the session following this news. A negative reaction despite purely procedural language in the release fits FLGC’s pattern, where past offering headlines led to 1‑day drops, including moves over 30%. The presence of an effective Form S-3 shelf and frequent use of registered offerings meant shareholders faced recurring dilution over time. Price action often reflected sensitivity to any indication of added equity supply.

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

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

Previous Offering Reports

5 past events · Latest: Dec 16

Same Type 5 events

1. Dec 16

   Registered direct closing

   24h Move

   -6.2%

   Closed $3.6M registered direct offering of 2,850,000 shares at $1.25.

2. Dec 13

   Registered direct pricing

   24h Move

   -34.3%

   Priced $3.6M registered direct offering at $1.25 per share.

3. Apr 09

   Underwritten offering bookrun

   24h Move

   -4.4%

   Aegis Capital acted as sole bookrunner on $3.23M underwritten offering.

4. Apr 08

   Underwritten offering closing

   24h Move

   -4.6%

   Closed $3.2M underwritten public offering of common shares.

5. Apr 04

   Underwritten offering pricing

   24h Move

   -17.6%

   Priced $3.2M underwritten public offering of common shares.

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

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. How Rhea-AI works. Not financial advice.

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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

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

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.