Flora Growth (FLGC) suspends ATM program after $3.45M registration

Rhea-AI Filing Summary

Flora Growth Corp. files a supplement to its prospectus supplement to suspend its at-the-market equity offering program. The company had authority to sell up to $3,450,000 of common shares through an ATM sales agreement with Revere Securities LLC. This Supplement suspends the ATM and terminates continuous offering, effective on January 27, 2026, and states no shares have been sold under the Sales Agreement.

Insights

Capital Markets Analyst

Neutral: the company pauses an unused $3.45M ATM program.

Flora Growth had an at-the-market sales agreement permitting up to $3,450,000 aggregate offering price of common shares via Revere Securities LLC. The Supplement states no shares have been sold under that agreement.

The Supplement suspends the ATM and ends the continuous offering effective on January 27, 2026. Cash-flow treatment is not stated; subsequent filings may disclose any restart or replacement terms.

Filed pursuant to Rule 424(b)(3)
Registration No. 333-274204

SUPPLEMENT NO 1.

TO PROSPECTUS SUPPLEMENT DATED September 29, 2025

(To Prospectus Dated September 6, 2023)

Flora Growth Corp.

This Supplement No. 1 to Prospectus Supplement (this "Supplement") supplements and amends the Prospectus Supplement dated September 29, 2025 (the "Prospectus Supplement"). This Supplement should be read in conjunction with the Prospectus Supplement and the accompanying Prospectus dated September 6, 2023 (the "Prospectus"). This Supplement is qualified by reference to the Prospectus Supplement, except to the extent that the information presented herein supersedes the information contained in the Prospectus Supplement.

On September 23, 2025, we entered into a Sales Agreement (the "Sales Agreement") with Revere Securities LLC, as sales agent (the "Agent"), relating to common shares offered by the Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell common shares having an aggregate offering price of up to $3,450,000 from time to time through the Agent pursuant to at-the-market transactions (the "ATM"). As of the date of this Supplement, we have sold no common shares pursuant to the Sales Agreement.

The purpose of this Supplement is to suspend the ATM and terminate the continuous offering by us under the Prospectus Supplement and Prospectus, effective on January 27, 2026. We will not make any sales of our common shares pursuant to the Sales Agreement until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Sales Agreement remains in full force and effect.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this Supplement No. 1 is January 27, 2026.

FAQ

What did Flora Growth (FLGC) file in this supplement?

The company filed a prospectus supplement that suspends its at-the-market program and terminates the continuous offering, effective on January 27, 2026. It confirms a prior Sales Agreement with Revere Securities LLC for an ATM of up to $3,450,000.

How much could Flora Growth sell under the ATM before the suspension?

The Sales Agreement permitted Flora Growth to offer common shares with an aggregate offering price of up to $3,450,000. The Supplement states no common shares have been sold under the Sales Agreement as of the Supplement date.

Does the Sales Agreement remain in effect after the suspension?

Yes. The Supplement states the Sales Agreement remains in full force and effect despite suspending sales; however, Flora Growth will not sell shares under the agreement until a new prospectus supplement is filed.

Will Flora Growth receive proceeds if shares are sold under the ATM?

The prospectus supplement describes an issuer ATM offering, which contemplates the company selling shares. The Supplement does not state actual proceeds received because it confirms no shares were sold under the Sales Agreement.