Flora Growth Corp. Announces Withdrawal of Proposed Public Offering
Rhea-AI Summary
Flora Growth (NASDAQ: FLGC) announced on January 28, 2026 the withdrawal of a previously proposed public offering of common shares. The company stated there will be no sale of those securities where such offers would be unlawful prior to registration or qualification.
The notice clarifies this announcement is not an offer or solicitation to buy or sell securities.
Positive
- Withdrawal of the proposed public offering announced on January 28, 2026
- Clarifies there is currently no offering or solicitation of the described securities
Negative
- Company will not raise capital through the proposed offering as of January 28, 2026
News Market Reaction
On the day this news was published, FLGC declined 18.41%, reflecting a significant negative market reaction. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $8M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
FLGC’s +73.58% pre-news move occurred without confirmation from momentum peers; names like IMCC, TXMD, BFRI and AYTU showed mixed to negative moves, and no peers appeared in the momentum scanner.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 27 | Proposed equity offering | Negative | +73.6% | Company commenced an underwritten public offering under its S-3 shelf. |
| Dec 16 | Offering closing | Negative | -6.2% | Closed $3.6M registered direct offering to institutional investors. |
| Dec 13 | Offering pricing | Negative | -34.3% | Priced $3.6M registered direct offering at $1.25 per share. |
| Apr 09 | Underwritten offering | Negative | -4.4% | Aegis Capital acted as sole bookrunner on $3.23M offering. |
| Apr 08 | Offering closing | Negative | -4.6% | Closed $3.2M underwritten public offering of common shares. |
Offering-related headlines have usually coincided with negative price reactions, except the recent proposed underwritten offering, which showed a sharp positive divergence.
Over the past two years, FLGC has repeatedly used equity offerings under its shelf to raise capital, including underwritten and registered direct deals in April 2024 and December 2024. Those events typically saw single‑digit to mid‑30% declines. By contrast, the Jan 27, 2026 proposed underwritten offering produced a +73.58% move, a clear divergence from prior dilution-linked reactions. Today’s withdrawal sits against this backdrop of frequent capital markets activity linked to the company’s evolving strategy.
Historical Comparison
Past offering headlines for FLGC have averaged a 24.62% move, mostly negative. The sharp upside around the latest proposed deal and its subsequent withdrawal contrasts with earlier dilution-driven declines.
The company has progressed through multiple underwritten and registered direct offerings under its shelf, with 2024 capital raises preceding the larger strategic pivot reflected in 2025–2026 filings.
Regulatory & Risk Context
An active Form S-3 shelf dated Jan 8, 2026 registers 966,497 common shares for resale by existing securityholders. The company receives no proceeds from these resales. The shelf has been used recently via 424B5 and 424B3 filings on Jan 27, 2026.
Market Pulse Summary
The stock dropped -18.4% in the session following this news. A negative reaction despite this withdrawal would fit FLGC’s broader pattern of weak responses to offering-related headlines, where several 2024 deals saw single‑digit to mid‑30% declines. With the share price still below its 200-day MA and an active S-3 enabling continued capital-markets activity, prior dilution and funding moves have been recurring themes that could have weighed on sentiment around any renewed uncertainty.
Key Terms
public offering financial
AI-generated analysis. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - January 28, 2026) - Flora Growth Corp. (NASDAQ: FLGC) (the "Company"), today announced the withdrawal of the proposed public offering of common shares.
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/281907
FAQ
Why did Flora Growth (FLGC) withdraw the proposed public offering on January 28, 2026?
Does the withdrawal of the FLGC proposed offering mean shareholders will face dilution?
Is Flora Growth (FLGC) still able to offer those securities in the future after January 28, 2026?
Will Flora Growth (FLGC) provide details on alternative financing after withdrawing the offering?
Where can investors find the official notice about FLGC withdrawing its proposed public offering?
