Flora Growth Corp SEC Filings

Flora Growth Corp. (FLGC) filed its Q3 2025 10‑Q, highlighting a strategic pivot to a digital‑asset treasury model tied to 0G tokens and a streamlined operating focus. Revenue was $9.7 million in Q3 and $26.3 million for the nine months. The company reported a Q3 net loss of $6.7 million and a year‑to‑date net loss of $9.8 million.

Cash was $13.1 million at September 30, 2025. Restricted digital assets totaled $55.3 million, primarily 21,766,135 0G tokens initially valued at $54.7 million received via a September PIPE, alongside $13.3 million in cash proceeds from that first closing. The company also sold its Cannabis Business on September 26, 2025 in exchange for cancellation of approximately $2.2 million in promissory notes, presenting these operations as discontinued.

FLGC executed a 1‑for‑39 reverse split and subsequently regained Nasdaq minimum bid compliance. Management states existing cash and digital assets are expected to cover working capital needs. Following governance changes after a director’s passing and leadership transitions tied to the cryptocurrency strategy, the board is working to restore required independent composition. As of October 30, 2025, shares outstanding were 741,261.

Flora Growth Corp. (FLGC) called a special shareholder meeting for December 19, 2025change the company name to “ZeroStack Corp.”, create a new class of preferred shares, and amend the 2022 Incentive Plan to lift the pool from 115,385 shares to 10% of fully diluted common shares on approval, with Incentive Stock Options capped at the lower of 2,000,000 or shares outstanding on approval.

Shareholders will also vote on option grants for the CEO, CFO and Executive Chairman; approvals tied to the September 2025 private placement, including common shares underlying pre-funded warrants, warrants and convertible notes issued to DeFi Development Corp and Zero Gravity Labs Inc.; and a forward share split at a ratio between 2:1 to 10:1, at the Board’s discretion within one year. As of October 27, 2025, 741,104 common shares were outstanding and entitled to vote. Certain shares issued in the September 2025 private placement are ineligible to vote on related proposals under Nasdaq rules.

Flora Growth Corp. (FLGC) disclosed that Executive Chairman and Director Michael Heinrich filed a Form 4 reporting an indirect derivative position. A convertible promissory note held through Zero Gravity Labs Inc., which he owns and controls, is convertible into up to 4,902,220 common shares at a $33.34 conversion price per share. The note became exercisable on October 23, 2025 and expires on September 22, 2035, with conversion at the holder’s option after shareholder approval on October 22, 2025.

The reported 4,902,220 shares comprise 4,499,100 shares underlying principal and 403,120 shares underlying interest through September 2026. Following the transaction, the filing lists 4,902,220 derivative securities beneficially owned, held indirectly via Zero Gravity Labs Inc.

Flora Growth Corp. (FLGC) filed a preliminary proxy for a special shareholder meeting on December 19, 2025. The Board seeks approval to: change the company name to “ZeroStack Corp.”; create a new class of preferred shares; amend the 2022 Incentive Plan to increase the share reserve from 115,385 to 10% of fully diluted Common Shares and raise the Incentive Stock Options cap to the lower of 2,000,000 or the shares outstanding on the approval date; and grant stock options to the CEO, CFO and Executive Chairman.

The proxy also asks shareholders to approve, for Nasdaq Listing Rule compliance, the issuance of Common Shares underlying pre-funded warrants and warrants from the September 19, 2025 private placement, and Common Shares underlying convertible notes issued to DeFi Development Corp and Zero Gravity Labs Inc. A forward share split between 2:1 and 10:1, at the Board’s discretion within one year, and the right to adjourn the meeting are also proposed. The Record Date is October 27, 2025, quorum is 35%, and the Board recommends voting “FOR” all proposals. Certain shares issued in the September 2025 private placement are prohibited from voting on Proposals 5–7 under Nasdaq rules.

Flora Growth Corp. (FLGC) reported a director equity award. Director Michael John Brown acquired 7,468 Deferred Share Units (DSUs) on 10/22/2025, shown at a derivative security price of $0. Following the transaction, he beneficially owned 94,421 derivative securities. Each DSU represents the right to receive one common share after his service as a director ends. For U.S. participants, settlement occurs 6 months after the termination date; for non‑U.S. participants, settlement occurs on the 20th business day after the termination date. Ownership is reported as Direct.

Flora Growth Corp. (FLGC) filed a Form 3 initial statement of beneficial ownership for Executive Chairman and director Michael Heinrich.

The filing states that no securities are beneficially owned as of 09/20/2025. It was a single‑reporting person filing, signed by Dany Vaiman as attorney‑in‑fact for Michael Heinrich.

Flora Growth Corp. filed an 8-K reporting a material event and included standard forward-looking statements and risk disclosures. The filing lists potential risks that could materially affect results, including possible impairment charges if the market price of 0G declines below book value, share price volatility from future issuances, uncertainty from changing interest rates, the company’s ability to achieve and maintain profitability, regulatory and compliance complexities, potential changes in accounting for its 0G holdings, general economic conditions, growth management challenges, and access to capital. The statements are dated and the company disclaims any obligation to update forward-looking statements except as required by law.

Flora Growth Corp. saw a senior insider transaction when Daniel Reis-Faria was appointed CEO and director on September 20, 2025 and on October 9, 2025 purchased 5,954,743 Token Pre-Funded Warrants from the company for approximately $149,999,977. Each warrant is exercisable, subject to shareholder approval, for one Common Share at an exercise price of $0.0001, creating potential immediate majority ownership because the purchase represents 89.3% of the class based on 712,355 outstanding common shares as of October 9, 2025. The acquisition was made under a Securities Purchase Agreement and is tied to an Employment Agreement dated September 20, 2025. The filing discloses the source of funds as PF and lists related exhibits for the purchase and employment agreements.

Flora Growth Corp. CEO and director Daniel Reis-Faria reported a transaction dated 10/09/2025 showing acquisition of 5,954,743 pre-funded token warrants. The filing lists the warrant exercise price as $0.0001 and shows the underlying common shares amount as 5,954,743 with a price column of $25.1899. The filing notes the warrants are not exercisable until approved by the issuer's shareholders and will terminate upon full exercise. The Form 4 was signed on 10/10/2025. This report documents an insider's sizeable beneficial position subject to shareholder approval before conversion.