Flora Growth Corp SEC Filings

Flora Growth Corp. disclosed that it has filed a new prospectus supplement for its existing Form S-3 shelf registration to support an updated "at the market" common share sales program with Revere Securities LLC. Under this new ATM prospectus supplement, the company may, at its discretion, sell up to $3,450,000 of common shares over time into the market. These sales can be made from time to time, providing flexible access to equity capital.

As part of this update, Flora Growth terminated the prior ATM prospectus supplement dated September 23, 2025. Under that earlier supplement, the company sold common shares with an aggregate value of $129,482 before ending that specific offering.

Flora Growth Corp. entered into an at-the-market (ATM) sales agreement with Revere Securities LLC to sell its common shares from time to time through Revere as sales agent. Sales will be made under one or more Form S-3 registration statements using ATM methods allowed under securities laws and Nasdaq rules, and either party can suspend the offering with proper notice. Revere will receive a cash commission equal to 3.00% of the first $150 million in aggregate gross proceeds, 2.00% of the next $350 million, and 1.25% of any amount above $500 million from share sales. Flora is not obligated to sell any shares and currently plans to use any net proceeds for general corporate purposes.

Flora Growth Corp. (FLGC) prospectus supplement highlights material risks and security descriptions for offered securities. The document lists multiple risk factors that could reduce investor confidence or depress the value of the 0G token, including heavy retail or institutional trading activity, large holder dispositions (including government-seized or bankruptcy-liquidated assets and team-vested tokens), declines in other digital assets, adverse publicity, and competition from faster, more secure or government-backed alternatives. It describes technological risks to the 0G Blockchain such as protocol changes, failed upgrades, software bugs, congestion and fees. It warns of counterparty risks from custodians, trading venues and platforms, and of regulatory, legislative, enforcement or judicial actions that could limit access, transferability or functionality. The prospectus also summarizes rights of common shares and extensive potential terms and mechanics for warrants and units, including exercise periods, transferability, and tax consequences, and lists SEC filings incorporated by reference.

Flora Growth Corp. disclosed proposed token and securities financings including a Token Private Placement of 8,546,955 pre-funded warrants at US$25.1899 each, each exercisable for one common share at US$0.0001 upon shareholder approval, with token consideration valued at US$3.00 each. The company also described convertible notes tied to Solana or Tokens that, subject to shareholder approval, may convert into common shares at a conversion ratio based on a US$33.34 reference price and specified U.S. Dollar value calculations. A Loan Agreement with Zero Gravity Labs to borrow Tokens includes issuance of 1,786,423 warrants exercisable at US$0.01. Several agreements include outside/early termination mechanics and optional in-kind interest capitalization through September 30, 2026.

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.

Highbridge Capital Management, LLC filed an amendment to Schedule 13G reporting beneficial ownership of 1,038,240 common shares of Flora Growth Corp. (FLGC), representing 4.4% of the outstanding common shares on a fully‑diluted basis assuming exercise of warrants. The shares reported are issuable upon exercise of warrants directly held by funds managed by Highbridge. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The reporting person is a Delaware investment adviser with a New York business address.