Flora Growth (NASDAQ: FLGC) loses independent director, falls short of Nasdaq rules

Rhea-AI Filing Summary

Flora Growth Corp. reported the passing of director Harold Wolkin, who had served as an independent director on its board and key committees. His death leaves the company temporarily out of compliance with Nasdaq corporate governance rules that require a board majority of independent directors and an audit committee of at least three independent members.

The board now has four members, only two of whom are independent, and the audit committee has two independent members. Flora Growth states it is reviewing options to restore compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) within the applicable cure period.

Positive

• None.

Negative

• Nasdaq governance non-compliance: Following the death of independent director Harold Wolkin, Flora Growth’s board no longer has a majority of independent directors and its audit committee lacks the required three independent members under Nasdaq Listing Rule 5605.

Insights

Corporate governance and listing standards analyst

Director’s death creates Nasdaq governance non-compliance Flora must cure.

The passing of independent director Harold Wolkin removed a key independent voice from Flora Growth Corp.’s board and its audit, compensation, and nominating committees. As a result, the board no longer has a majority of independent directors, and the audit committee no longer has three independent members, both of which are requirements under Nasdaq Listing Rule 5605.

This situation introduces governance and listing risk until the company restores compliance. The company states it is evaluating options to regain compliance with Rules 5605(b)(1) and 5605(c)(2)(A) within the cure period defined in Rule 5605(b)(1)(A). Future updates on board and committee appointments will clarify how and when Flora Growth addresses these deficiencies.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025 ( August 25, 2025 )

FLORA GROWTH CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-40397	Not Applicable
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida, United States 33132
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (954) 842-4989

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares, no par value		FLGC		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 25, 2025, Harold Wolkin, a director of Flora Growth Corp., an Ontario corporation (the "Company"), passed away. Prior to his passing, Mr. Wolkin served as an "Independent Director", as defined in Nasdaq Listing Rule 5605(a)(2), of the Company's audit committee, the compensation committee, and the nominating and corporate governance committee of the Board of Directors of the Company (the "Board"). On August 26, 2025, Nasdaq was informed that because of Mr. Wolkin's passing, the Company is no longer in compliance with certain Corporate Governance Requirements as set forth in Nasdaq Listing Rule 5605.

Pursuant to Nasdaq Listing Rule 5605(b)(1), a majority of the Board of a listed company must be comprised of Independent Directors. With Mr. Wolkin's passing, the Board is currently comprised of only four members, Sammy Dorf, Clifford Starke, Edward Woo and Manfred Leventhal. Only two of the four, Mr. Woo and Mr. Leventhal, qualify as Independent Directors. Therefore, the Company's Board is no longer comprised of a majority of Independent Directors as required by Nasdaq Listing Rule 5605(b)(1).

Pursuant to Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have an audit committee of at least three members, each of whom must be an Independent Director and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). With Mr. Wolkin's passing, the Company's audit committee is currently comprised of only two members, Mr. Woo and Mr. Leventhal, each of whom meet the independence requirements set forth in Nasdaq Rule 5605(a)(2) and Rule 10-A3(b)(1) of the Exchange Act. Therefore, the Company's audit committee is no longer comprised of at least three members meeting the aforementioned independence requirements as required by Nasdaq Listing Rule 5605(c)(2)(A).

The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) within the cure period set forth in 5605(b)(1)(A), which will be before the earlier of one year from August 25, 2026 and the next annual meeting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information concerning Mr. Wolkin's passing contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Board, executive leadership and employees of the Company extend their deepest condolences to Mr. Wolkin's family and express gratitude for his leadership and contributions to the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLORA GROWTH CORP.
Date: August 27, 2025	By:	/s/ Clifford Starke
	Name:	Clifford Starke
	Title:	Chief Executive Officer

FAQ

What event did Flora Growth Corp. (FLGC) disclose in this 8-K?

Flora Growth Corp. disclosed that director Harold Wolkin, who served as an independent director on its board and committees, passed away on August 25, 2025.

How did Harold Wolkin’s passing affect Flora Growth Corp.’s Nasdaq compliance?

His passing left the board with four members, only two of whom are independent, and the audit committee with two independent members. This causes non-compliance with Nasdaq Listing Rule 5605(b)(1) (board independence majority) and 5605(c)(2)(A) (three-member independent audit committee).

Who currently serves on Flora Growth Corp.’s board after the director’s death?

After Mr. Wolkin’s passing, the board consists of Sammy Dorf, Clifford Starke, Edward Woo, and Manfred Leventhal. Only Mr. Woo and Mr. Leventhal qualify as independent directors under Nasdaq rules.

What is the current composition of Flora Growth Corp.’s audit committee?

The audit committee is currently comprised of two independent directors, Edward Woo and Manfred Leventhal, which is below Nasdaq’s requirement for at least three independent members under Listing Rule 5605(c)(2)(A).

How does Flora Growth Corp. plan to address its Nasdaq listing rule deficiencies?

The company states it is reviewing and evaluating potential options to regain compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) within the cure period provided by Rule 5605(b)(1)(A).

What else did Flora Growth Corp. say regarding Harold Wolkin in the filing?

The board, executive leadership, and employees extended their deepest condolences to Mr. Wolkin’s family and expressed gratitude for his leadership and contributions to the company.