[D] Flora Growth Corp. SEC Filing

Rhea-AI Filing Summary

Flora Growth Corp. filed a Form D notifying the SEC of a Regulation D exempt private offering of equity and associated warrants. The offering size is $4,233,401 with $3,554,950 already sold and $678,451 remaining, which the filer says reflects the maximum potential exercise price of outstanding warrants. The securities include equity, cash warrants exercisable at $25.19 until September 25, 2030, and prefunded warrants that expire upon full exercise. The sale began with a first sale on 2025-09-26, the offering is intended to last more than one year, and Flora Growth reports 11 investors to date. No sales commissions or finders' fees are reported and no proceeds were allocated to named officers, directors or promoters.

Positive

• $3,554,950 already raised toward a $4.23M offering, showing early investor support
• No reported sales commissions or finders' fees, preserving proceeds for corporate use
• 11 investors indicate some market demand without broad retail distribution

Negative

• Remaining $678,451 tied to potential warrant exercises that could dilute existing shareholders
• Warrants exercisable at $25.19 through September 25, 2030 create long‑dated dilution uncertainty
• Offering intended to last more than one year, delaying full capital clarity and timing of cash inflows

Insights

Capital Markets Analyst

Equity raise with warrants extends capitalization and potential dilution.

Flora Growth accessed exempt private capital totaling $3.55M sold, leaving $678K in potential warrant exercise proceeds. The mix of equity and long‑dated cash warrants at $25.19 introduces a multi‑year dilution vector if exercised through 2030.

The offering's longevity (> one year) and 11 current investors means capital availability is staged; monitor actual warrant exercises and any price movement toward the $25.19 strike within the next 1–5 years for dilution and cash inflow impact.

Securities Lawyer

Regulation D Rule 506(b) filing; standard disclosures and investor limits.

The issuer claims an exemption under Rule 506(b), filed a New Notice with a first sale date of 2025-09-26, and certifies no commissions or payments to related persons. The Form D lists 11 investors and confirms the offering may continue beyond one year, which is permissible under the exemption.

Key items to watch are whether the issuer maintains eligibility for Rule 506(b) and any state notice filings; if additional non‑accredited investors participate or sales practices change, further disclosure or different exemptions could be required within 12 months.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001790169

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Flora Growth Corp.

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Flora Growth Corp.
Street Address 1		Street Address 2
3230 W. COMMERCIAL BOULEVARD		SUITE 180
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
FORT LAUDERDALE	FLORIDA	33309	604-609-0244

3. Related Persons

Last Name	First Name	Middle Name
Reis-Faria	Daniel
Street Address 1	Street Address 2
3230 W. COMMERCIAL BOULEVARD	SUITE 180
City	State/Province/Country	ZIP/PostalCode
FORT LAUDERDALE	FLORIDA	33309

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Heinrich	Michael
Street Address 1	Street Address 2
3230 W. COMMERCIAL BOULEVARD	SUITE 180
City	State/Province/Country	ZIP/PostalCode
FORT LAUDERDALE	FLORIDA	33309

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vaiman	Dany
Street Address 1	Street Address 2
3230 W. COMMERCIAL BOULEVARD	SUITE 180
City	State/Province/Country	ZIP/PostalCode
FORT LAUDERDALE	FLORIDA	33309

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Woo	Edward
Street Address 1	Street Address 2
3230 W. COMMERCIAL BOULEVARD	SUITE 180
City	State/Province/Country	ZIP/PostalCode
FORT LAUDERDALE	FLORIDA	33309

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leventhal	Manfred
Street Address 1	Street Address 2
3230 W. COMMERCIAL BOULEVARD	SUITE 180
City	State/Province/Country	ZIP/PostalCode
FORT LAUDERDALE	FLORIDA	33309

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Cash warrants exerciseable at $25.19 until September 25, 2030. Prefunded warrants expire when exercised in full.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$4,233,401	USD	or Indefinite
Total Amount Sold	$3,554,950	USD
Total Remaining to be Sold	$678,451	USD	or Indefinite

Clarification of Response (if Necessary):

Total amount remaining to be sold represents maximum potential exercise price of warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

11

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Flora Growth Corp.	/s/ Dany Vaiman	Dany Vaiman	CFO	2025-10-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount has Flora Growth (FLGC) raised in the Form D offering?

The filing reports $3,554,950 sold of a total $4,233,401 offering, leaving $678,451 remaining.

What types of securities are offered in the FLGC Form D?

The offering includes equity, cash warrants exercisable at $25.19 until September 25, 2030, and prefunded warrants that expire upon full exercise.

Under which exemption was Flora Growth (FLGC) offering its securities?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

How many investors participated in the offering so far for FLGC?

The Form D lists a total of 11 investors to date.

Were any sales commissions or finders' fees paid in this FLGC offering?

No; the filing reports $0 in sales commissions and $0 in finders' fees.