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Flora Growth Corp. Announces Withdrawal of Proposed Public Offering

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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.

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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 – FLGC

-18.41%
5 alerts
-18.41% Session close to close
$8.19M Market Cap
0.1x Rel. Volume

In the Jan 28 session, 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.

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 this withdr...
Analysis

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 Figures

Share price: $10.97 1-day move: 73.58% Trading volume: 1,656,785 shares +5 more
8 metrics
Share price $10.97 Current price before withdrawal announcement
1-day move 73.58% Price change over prior 24 hours
Trading volume 1,656,785 shares Today vs 20-day average of 108,937
Shelf-registered shares 966,497 shares Common shares registered on Form S-3 for resale
Q3 2025 revenue $9.7M Quarter ended Sep 30, 2025
Q3 2025 net loss $6.7M Quarter ended Sep 30, 2025
Cash balance $13.1M As of Sep 30, 2025
Restricted digital assets $55.3M Primarily 21,766,135 0G tokens as of Q3 2025

Previous Offering Reports

5 past events · Latest: Jan 27 (Negative)
Same Type Pattern 5 events
Date Event Sentiment 24h 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.

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

Pattern Detected

Offering-related headlines have usually coincided with negative price reactions, except the recent proposed underwritten offering, which showed a sharp positive divergence.

Recent Company History

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.

Key Terms

public offering
1 terms
public offering financial
"announced the withdrawal of the proposed public offering of common shares"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

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

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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?

The company withdrew the proposed offering and cancelled the sale of those shares. According to the company, the announcement confirms the offering will not proceed and the company is not soliciting purchases or sales in jurisdictions lacking registration.

Does the withdrawal of the FLGC proposed offering mean shareholders will face dilution?

The announced withdrawal cancels the immediate issuance tied to that offering. According to the company, the proposed public offering of common shares has been withdrawn, so the specific share issuance from that proposal will not occur at this time.

Is Flora Growth (FLGC) still able to offer those securities in the future after January 28, 2026?

The company indicated the withdrawal applies to the proposed offering as announced. According to the company, any future sale would require proper registration or qualification under applicable securities laws before being offered or sold.

Will Flora Growth (FLGC) provide details on alternative financing after withdrawing the offering?

The company did not provide alternate financing details in the announcement. According to the company, the notice solely states the proposed public offering was withdrawn and does not describe replacement financing plans or timelines.

Where can investors find the official notice about FLGC withdrawing its proposed public offering?

Investors should consult the company's formal announcement and regulatory filings for the withdrawal notice. According to the company, the public statement on January 28, 2026 confirms the proposed offering has been withdrawn and is not an offer to sell.