As filed with the Securities and Exchange Commission on November 18, 2025
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FLORA GROWTH CORP.
(Exact name of Registrant as specified in its charter)
| Ontario, Canada |
Not Applicable |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| |
|
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida |
33309 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025
(Full Title of the Plan)
Dany Vaiman
Chief Financial Officer
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida 33309
(Name and address of agent for service)
(954) 842-4989
(Telephone number, including area code, of agent for service)
Copies to:
Richard Raymer
Toronto-Dominion Centre
66 Wellington St. W, Suite 3400
Toronto, ON M5K 1E6, Canada
Telephone: (416) 367-7388
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 51,282 shares of common shares, no par value per share (the "Common Shares") of Flora Growth Corp. (the "Registrant" or "Company") issuable under the Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025 (the "Plan"), none of which have been issued as of the date of this Registration Statement. These additional Common Shares are securities of the same class as other securities for which the Registrant previously filed Form S-8 Registration Statement for with the Securities and Exchange Commission (the "SEC") on September 10, 2024 (File No. 333-282022), November 15, 2023 (File No. 333-275576) and July 29, 2022 (File No. 333-266400).
INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENTS ON FORM S-8
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the SEC on September 10, 2024 (File No. 333-282022), November 15, 2023 (File No. 333-275576) and July 29, 2022 (File No. 333-266400) are incorporated by reference herein.
Item 8. Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Articles of Incorporation of Flora Growth Corp. (incorporated by reference to Exhibit 2.1 of the Company's Form 1-A filed with the SEC on October 11, 2019). |
| |
|
|
| 4.2 |
|
Articles of Amendment of Flora Growth Corp., effective April 30, 2021 (incorporated by reference to Exhibit 3.3 of the Company's Form F-1 filed with the SEC on November 16, 2021). |
| |
|
|
| 4.3 |
|
Bylaw No. 1-A of Flora Growth Corp. (incorporated by reference to Exhibit 99.3 of the Company's Report on Form 6-K filed with the SEC on July 6, 2022). |
| |
|
|
| 4.4 |
|
Articles of Amendment of Flora Growth Corp. effective June 9, 2023 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on June 7, 2023). |
| |
|
|
| 4.5 |
|
Articles of Amendment of Flora Growth Corp. effective August 3, 2025 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on August 4, 2025). |
| |
|
|
| 4.6* |
|
Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025. |
| |
|
|
| 5.1* |
|
Opinion of Fogler, Rubinoff LLP. |
| |
|
|
| 23.1* |
|
Consent of Davidson & Company LLP, independent registered certified public accounting firm. |
| |
|
|
| 23.2* |
|
Consent of Fogler, Rubinoff LLP (contained in legal opinion filed as Exhibit 5.1). |
| |
|
|
| 24.1* |
|
Powers of Attorney (included on the signature page to this Registration Statement). |
| |
|
|
| 107* |
|
Filing Fee Table |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Lauderdale, Florida, on this 18th day of November, 2025.
| |
Flora Growth Corp. |
| |
|
|
| |
By: |
/s/ Dany Vaiman |
| |
|
Name: Dany Vaiman |
| |
|
Title: Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Daniel Reis-Faria and Dany Vaiman and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Daniel Reis-Faria |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
November 18,
2025 |
| Daniel Reis-Faria |
|
|
| |
|
|
|
|
| /s/ Dany Vaiman |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
November 18,
2025 |
| Dany Vaiman |
|
|
| |
|
|
|
|
| /s/ Michael Heinrich |
|
Executive Chairman and Director |
|
November 18,
2025 |
| Michael Heinrich |
|
|
| |
|
|
|
|
| /s/ Edward Woo |
|
Director |
|
November 18,
2025 |
| Edward Woo |
|
|
| |
|
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|
|
| /s/ Manfred Leventhal |
|
Director |
|
November 18,
2025 |
| Manfred Leventhal |
|
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