Flora Growth Corp SEC Filings

Flora Growth Corp. (FLGC) disclosed that Executive Chairman and Director Michael Heinrich filed a Form 4 reporting an indirect derivative position. A convertible promissory note held through Zero Gravity Labs Inc., which he owns and controls, is convertible into up to 4,902,220 common shares at a $33.34 conversion price per share. The note became exercisable on October 23, 2025 and expires on September 22, 2035, with conversion at the holder’s option after shareholder approval on October 22, 2025.

The reported 4,902,220 shares comprise 4,499,100 shares underlying principal and 403,120 shares underlying interest through September 2026. Following the transaction, the filing lists 4,902,220 derivative securities beneficially owned, held indirectly via Zero Gravity Labs Inc.

Flora Growth Corp. (FLGC) filed a preliminary proxy for a special shareholder meeting on December 19, 2025. The Board seeks approval to: change the company name to “ZeroStack Corp.”; create a new class of preferred shares; amend the 2022 Incentive Plan to increase the share reserve from 115,385 to 10% of fully diluted Common Shares and raise the Incentive Stock Options cap to the lower of 2,000,000 or the shares outstanding on the approval date; and grant stock options to the CEO, CFO and Executive Chairman.

The proxy also asks shareholders to approve, for Nasdaq Listing Rule compliance, the issuance of Common Shares underlying pre-funded warrants and warrants from the September 19, 2025 private placement, and Common Shares underlying convertible notes issued to DeFi Development Corp and Zero Gravity Labs Inc. A forward share split between 2:1 and 10:1, at the Board’s discretion within one year, and the right to adjourn the meeting are also proposed. The Record Date is October 27, 2025, quorum is 35%, and the Board recommends voting “FOR” all proposals. Certain shares issued in the September 2025 private placement are prohibited from voting on Proposals 5–7 under Nasdaq rules.

Flora Growth Corp. (FLGC) reported a director equity award. Director Michael John Brown acquired 7,468 Deferred Share Units (DSUs) on 10/22/2025, shown at a derivative security price of $0. Following the transaction, he beneficially owned 94,421 derivative securities. Each DSU represents the right to receive one common share after his service as a director ends. For U.S. participants, settlement occurs 6 months after the termination date; for non‑U.S. participants, settlement occurs on the 20th business day after the termination date. Ownership is reported as Direct.

Flora Growth Corp. (FLGC) filed a Form 3 initial statement of beneficial ownership for Executive Chairman and director Michael Heinrich.

The filing states that no securities are beneficially owned as of 09/20/2025. It was a single‑reporting person filing, signed by Dany Vaiman as attorney‑in‑fact for Michael Heinrich.

Flora Growth Corp. filed an 8-K reporting a material event and included standard forward-looking statements and risk disclosures. The filing lists potential risks that could materially affect results, including possible impairment charges if the market price of 0G declines below book value, share price volatility from future issuances, uncertainty from changing interest rates, the company’s ability to achieve and maintain profitability, regulatory and compliance complexities, potential changes in accounting for its 0G holdings, general economic conditions, growth management challenges, and access to capital. The statements are dated and the company disclaims any obligation to update forward-looking statements except as required by law.

Flora Growth Corp. saw a senior insider transaction when Daniel Reis-Faria was appointed CEO and director on September 20, 2025 and on October 9, 2025 purchased 5,954,743 Token Pre-Funded Warrants from the company for approximately $149,999,977. Each warrant is exercisable, subject to shareholder approval, for one Common Share at an exercise price of $0.0001, creating potential immediate majority ownership because the purchase represents 89.3% of the class based on 712,355 outstanding common shares as of October 9, 2025. The acquisition was made under a Securities Purchase Agreement and is tied to an Employment Agreement dated September 20, 2025. The filing discloses the source of funds as PF and lists related exhibits for the purchase and employment agreements.

Flora Growth Corp. CEO and director Daniel Reis-Faria reported a transaction dated 10/09/2025 showing acquisition of 5,954,743 pre-funded token warrants. The filing lists the warrant exercise price as $0.0001 and shows the underlying common shares amount as 5,954,743 with a price column of $25.1899. The filing notes the warrants are not exercisable until approved by the issuer's shareholders and will terminate upon full exercise. The Form 4 was signed on 10/10/2025. This report documents an insider's sizeable beneficial position subject to shareholder approval before conversion.

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.

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.