FLGC: New CEO Acquires 89.3% via $150M Warrant Purchase

Rhea-AI Filing Summary

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.

Positive

• Significant capital infusion of approximately $149.999M via purchase of Token Pre-Funded Warrants
• Clear alignment between management and ownership as the newly appointed CEO purchased a controlling economic stake

Negative

• Concentration of ownership to 89.3% raises governance and minority shareholder concern
• Conversion requires shareholder approval, creating execution risk and timing uncertainty for control and capital structure changes

Insights

Corporate Governance Specialist

CEO stake purchase gives management control but depends on shareholder ratification.

The appointment of Daniel Reis-Faria as CEO followed by a near-$150M purchase of Token Pre-Funded Warrants creates a pathway for converting warrants into common shares at $0.0001 per warrant, subject to shareholder approval. This structure can concentrate control quickly because it represents 89.3% of the current class based on the disclosed share count.

Governance risks include the need for shareholder approval to effectuate the conversion, potential dilution mechanics for other holders, and the board’s oversight of related-party transactions given the simultaneous employment agreement. Watch for the shareholder vote and any supplemental disclosures in the next 30–90 days.

Capital Markets Analyst

Large pre-funded warrant purchase materially alters capital structure and ownership percentages.

The purchase price of approximately $149,999,977 for 5,954,743 pre-funded warrants implies a substantial cash infusion and creates the option to add an equivalent number of common shares at $0.0001 each, subject to approval. The filing states this equals 89.3% of the class using a 712,355 share base, indicating immediate majority economic/ voting potential if converted.

Key near-term market impacts include possible delisting or trading consequences if shareholder approval is delayed, and the need for clear disclosure on share count post-conversion. Monitor filing of the shareholder meeting materials and any updated share count in filings over the next reporting cycle.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Flora Growth Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

339764102

(CUSIP Number)

Daniel Reis-Faria
40 King Street W., Suite 2400,
Toronto, A6, M5H 3Y2
(954) 842-4989

Richard Raymer
Dorsey & Whitney LLP, 66 Wellington St. W., Suite 3400
Toronto, A6, M5K 1E6
(416) 367-7370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 339764102

1

Name of reporting person

Reis-Faria Daniel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,954,743.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,954,743.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,954,743.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

89.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Flora Growth Corp.
(c)	Address of Issuer's Principal Executive Offices: 3230 W. Commercial Blvd., Suite 180, Fort Lauderdale, FLORIDA , 33132.
Item 2.	Identity and Background
(a)	Daniel Reis-Faria
(b)	40 King Street W., Suite 400 Toronto, Ontario M5H 3Y2 Canada
(c)	Chief Executive Officer of Issuer
(d)	The Reporting Person has not, during the last five years, been convicted in a crimial proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	PF
Item 4.	Purpose of Transaction
	On September 20, 2025, the Reporting Person was appointed as a director and as Chief Executive Officer of the Issuer. On October 9, 2025, the Reporting Person purchased 5,954,743 Token Pre-Funded Warrants (the "Warrants") from the Issuer at a purchase price of $25.1899 per Warrant, having an approximate total value of $149,999,977. Subject to shareholder approval, the Warrants are exercisable for Common Shares, no par value, of the Issuer, at an exercise price of $0.0001 per Warrant.
Item 5.	Interest in Securities of the Issuer
(a)	89.3%
(b)	5,954,743
(c)	Issuer private placement purchase of Token Pre-Funded Warrants on October 9, 2025. The percentage holdings in Item 5(a) are based on a total of 712,355 outstanding common shares of the Issuer on October 9, 2025.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Securities Purchase Agreement dated as of October 9, 2025, by and between the Company and the Reporting Person and the other Token Pre-Funded Warrant investors identified therein Employment Agreement dated September 20, 2025, by and between Flora Growth Corp. and Daniel Reis-Faria
Item 7.	Material to be Filed as Exhibits.
	10.x Form of Securities Purchase Agreement, dated as of October 9, 2025 by and between the Company and the Token Investors identified therein (incorporated by reference to Exhibit 10.x of 8-K filed with the SEC on September 23, 2025 10.6 Employment Agreement dated September 20, 2025, by and between Flora Growth Corp. and Daniel Reis-Faria (incorporated by reference to Exhibit 10.6 of 8-K filed with the SEC on September 23, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Reis-Faria Daniel

Signature:	Daniel Reis-Faria
Name/Title:	Reis-Faria Daniel
Date:	10/10/2025

FAQ

What stake did Daniel Reis-Faria acquire in Flora Growth Corp. (FLGC)?

He purchased 5,954,743 Token Pre-Funded Warrants representing 89.3% of the class based on 712,355 outstanding common shares as of October 9, 2025.

How much did Reis-Faria pay for the warrants in the FLGC transaction?

The purchase price was approximately $149,999,977, at $25.1899 per Token Pre-Funded Warrant on October 9, 2025.

At what price can the Token Pre-Funded Warrants be exercised into common shares?

Subject to shareholder approval, each warrant is exercisable into one Common Share at an exercise price of $0.0001 per warrant.

Were there agreements filed alongside the purchase in the FLGC Schedule 13D?

Yes. The filing references a Securities Purchase Agreement dated October 9, 2025 and an Employment Agreement dated September 20, 2025, each incorporated by reference to prior 8-K exhibits.

Does the Schedule 13D report any legal proceedings involving Reis-Faria?

No. The filing states the reporting person has not been convicted of a crime in the past five years and has not been a party to certain civil proceedings described in the form.