[8-K] Flora Growth Corp. Reports Material Event

Rhea-AI Filing Summary

Clearside Biomedical, Inc. (CLSD) has issued a Definitive Proxy Statement (DEF 14A) for a Special Meeting on 29 Aug 2025. The Board is asking holders of the 78.5 m outstanding shares (record date: 28 Jul 2025) to approve a single corporate action:

• Proposal 1 – Reverse Stock Split & Authorized Share Reduction: authorises the Board, at its discretion within 12 months, to combine shares in any ratio from 1-for-5 to 1-for-15 and simultaneously cut authorised common shares proportionately from the current 400 m down to 80 m–26.7 m, preserving par value ($0.001).

Rationale: CLSD has been out of compliance with Nasdaq’s $1.00 minimum bid price since 7 Feb 2025 and expects delisting notice after 6 Aug 2025. Management believes a higher share price following the reverse split is the most practical path to regain compliance and maintain Nasdaq Global Market listing, thereby protecting liquidity and financing options.

Voting mechanics: Proposal passes with a simple majority of votes cast; because it is deemed “routine” by NYSE rules, brokers may vote uninstructed street-name shares. No broker non-votes are expected. Quorum is >50% of outstanding shares (≥39.26 m). No dissenters’ rights apply.

Effects: Share counts, option pools and ATM capacity will shrink proportionally; fractional shares will be cashed out at the 5-day average market price. Ownership percentages and rights remain unchanged. The Board may abandon or defer the split if price compliance is regained independently.

Positive

• Maintains Nasdaq listing: Reverse split is the quickest route to regain the $1.00 bid price, protecting liquidity and institutional visibility.
• Flexible ratio range (1-5 to 1-15) allows the Board to tailor the split to market conditions, increasing chance of compliance.
• Authorized share cut alleviates concerns over excessive unissued shares post-split, limiting potential future dilution.

Negative

• Liquidity risk: Fewer outstanding shares may widen spreads and reduce trading volume.
• No guarantee of sustained price: Historical data show many reverse-split stocks drift back below compliance levels without operational improvements.
• Odd-lot costs: Holders ending with <100 shares may face higher brokerage fees and selling difficulties.

Insights

Equity Research Analyst

TL;DR: Board seeks flexible 1-for-5–15 reverse split to avert Nasdaq delisting; modestly positive if it restores bid price, neutral otherwise.

The filing is defensive rather than transformative. A reverse split is a common cure for sub-$1 stocks; it neither improves fundamentals nor raises capital but preserves market access. Flexibility across 11 ratios lets the Board match prevailing prices and minimise post-split volatility. Because authorisation covers only 12 months and may be abandoned, dilution risk is limited to micro-rounding of fractional shares. The move could attract institutions barred from penny stocks and keep CLSD eligible for index inclusion, yet liquidity may fall as the float contracts and odd-lots rise. Success hinges on sustaining a >$1.00 price; history shows reverse splits often fade if unaccompanied by operating catalysts. Overall impact viewed as guardedly positive but not value-creating.

Corporate Governance Specialist

TL;DR: Proposal follows best-practice—single agenda item, proportional auth-share cut, routine vote; governance risks appear low.

The Board’s design addresses shareholder dilution concerns by pairing the split with an authorised share reduction, avoiding an inflated share reserve that could facilitate future issuances without approval. Voting thresholds are standard and broker discretion ensures likely passage. Cash-out for fractional shares is at a transparent 5-day VWAP, limiting dispute risk. Anti-takeover effects are acknowledged but minimal given reduced authorised pool. No insider entrenchment signals emerge; executives collectively own only 6.7 % pre-split. From a governance lens, the measure is procedurally sound and shareholder-friendly.

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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 4, 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 33309
(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 3.03 Material Modification to Rights of Security Holders

On August 4, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company"), effected a 1-for-39 share consolidation (the "Share Consolidation") of the Company's issued and outstanding common shares, no par value (the "Common Shares") by the filing of Articles of Amendment to the Company's amended and restated Articles of Incorporation (the "Articles of Amendment") with the Ontario Ministry of Public and Business Service Delivery and Procurement. The Share Consolidation became effective at 5:00 p.m. Eastern Time on August 3, 2025. The Company anticipates that the Common Shares will begin to trade on a post-Share Consolidation basis as of the opening of the Nasdaq Capital Market on August 4, 2025.

On June 30, 2025, the Company held its Annual and Special Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Share Consolidation at a ratio ranging from 1-for-10 up to a ratio of 1-for-100, such ratio and the implementation and timing of such Share Consolidation to be determined by the Company's board of directors (the "Board") at its sole discretion, if at all, within one year of the date the proposal is approved by shareholders. On July 10, 2025, the Board approved the Share Consolidation at a ratio of 1-for-39 Common Shares.

As a result of the Share Consolidation, every 39 Common Shares issued and outstanding were automatically reclassified into one new Common Share. The Share Consolidation did not modify any rights or preferences of the Common Shares. Proportionate adjustments will be made to the exercise or conversion prices and the number of Common Shares underlying the Company's outstanding equity awards, convertible securities and warrants, as well as to the number of Common Shares issued and issuable under the Company's equity incentive plans. The Common Shares issued pursuant to the Share Consolidation will remain fully paid and non-assessable.

No fractional shares were issued in connection with the Share Consolidation. Any fractional shares resulting from the Share Consolidation were automatically rounded up to the nearest whole Common Share. Ownership percentages did not meaningfully change as a result of rounding down the fractional shares. Similarly, no fractional shares were issued on the exercise of outstanding stock options, awards or rights, except as otherwise expressly specified in the documents governing such stock options, awards or rights.

The foregoing descriptions of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles of Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Articles of Amendment is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Articles of Amendment, filed August 3, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 4, 2025	By:	/s/ Clifford Starke
	Name:	Clifford Starke
	Title:	Chief Executive Officer

FAQ

Why does CLSD want a reverse stock split?

To raise its share price above Nasdaq’s $1.00 minimum bid rule and avoid delisting, which could impair liquidity and financing.

What split ratios are being proposed for Clearside Biomedical (CLSD)?

The Board may select any ratio from 1-for-5 up to 1-for-15, executing one split within 12 months or not at all.

Will the number of authorised CLSD shares change?

Yes. Authorised common shares will drop proportionally from 400 m to between 80 m and 26.7 m, matching the chosen split ratio.

How will fractional shares be handled after the reverse split?

Fractional entitlements will be cashed out at the 5-day average closing price preceding the effective date; no fractional shares will be issued.

What vote is required for Proposal 1 to pass at the August 29, 2025 meeting?

A simple majority of votes cast is sufficient; brokers may vote uninstructed street-name shares because the item is deemed routine.

When is the record date for voting on the CLSD special meeting?

Shareholders of record as of 28 July 2025 are entitled to vote the 78,510,318 outstanding shares.