[D] Flora Growth Corp. SEC Filing

Rhea-AI Filing Summary

Flora Growth Corp. filed a Form D notice reporting a Regulation D, Rule 506(b) exempt offering with a total offering size of $25,168,206. The filing shows total sold of $25,168,106, leaving $100 remaining, which the company clarifies represents the maximum potential exercise price of pre-funded warrants. The issuer lists 18 investors to date and a $0 minimum investment accepted. Securities offered include options/warrants and the underlying securities to be issued on exercise. The company is incorporated in Ontario, Canada and maintains its principal place of business in Fort Lauderdale, Florida. The Form D was signed by Dany Vaiman, CFO, on 2025-10-09.

Positive

• Offering nearly fully subscribed with $25,168,106 sold of a $25,168,206 target
• No sales commissions or finders' fees reported ($0)
• No proceeds paid to executives/directors reported for this offering ($0)

Negative

• Limited investor base: only 18 investors reported, which may concentrate ownership
• Use of private placement (Rule 506(b)) restricts resale liquidity and involved securities are likely restricted
• Potential dilution from options/warrants and pre-funded warrants (remaining $100)

Insights

Capital Markets Analyst

Offering nearly fully subscribed with minimal remaining exposure.

The filing reports a $25.17M offering with $25.168106M already sold and $100 remaining, indicating the raise is effectively complete. The instrument mix—options/warrants and the securities issued on exercise—can dilute existing holders when exercised.

Key dependencies include exercise timing and any conversion mechanics for the pre-funded warrants; monitor for filings that disclose exercise schedules or additional securities issuances over the next 6–12 months.

Securities Attorney

Regulation D Rule 506(b) restricts general solicitation and limits purchaser sophistication.

Claiming Rule 506(b) means the offering relied on private placement exemptions without general solicitation and likely sold to accredited investors, though 18 investors are reported. The remaining $100 tied to pre-funded warrants suggests a technical structuring step to accommodate a purchaser's accreditation limits.

Legal items to watch include any amendments or subsequent Form D filings that change amounts or investor counts; such filings typically appear within months if warrants are exercised or additional closings occur.

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? Yes X No

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

	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		Other (describe)

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	$25,168,206	USD	or Indefinite
Total Amount Sold	$25,168,106	USD
Total Remaining to be Sold	$100	USD	or Indefinite

Clarification of Response (if Necessary):

Total amount remaining to be sold represents maximum potential exercise price of pre-funded 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:

18

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 did Flora Growth Corp. (FLGC) raise under the Form D?

Total offering is $25,168,206, with $25,168,106 sold and $100 remaining.

What exemption was claimed on the Form D for FLGC?

The filing claims a Regulation D exemption under Rule 506(b).

How many investors participated in FLGC's offering?

The filing reports 18 investors who have invested in the offering to date.

What types of securities were offered in the FLGC offering?

Securities include options, warrants, or other rights to acquire securities and the securities to be acquired on exercise.

Who signed the Form D for Flora Growth and when?

The Form D was signed by Dany Vaiman, CFO, on 2025-10-09.

Does the Form D disclosure indicate any sales commissions or payments to insiders?

No; the filing shows $0 in sales commissions and $0 paid to executive officers, directors, or promoters for this offering.