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.
Positive
None.
Negative
None.
Insights
TL;DR: A passive, sub‑5% position via warrants signals modest strategic exposure without control intent.
Highbridge reports a 4.4% interest based on 22,568,653 common shares outstanding as of May 9, 2025, and discloses 1,038,240 warrants exercisable into common shares. Because the position is under 5% and acquired through warrants held by managed funds, this is a routine Section 13G disclosure for an investment adviser rather than an active takeover or control move. The certification clarifies holdings are in the ordinary course of business, which supports a passive investment classification.
TL;DR: Filing is a standard passive disclosure; no governance change or group formation is indicated.
The amendment identifies Highbridge as the reporting person and explicitly states no group affiliation or parent/control company role. No shared voting or dispositive power is reported. The document includes the required certification attesting holdings are not intended to influence control, reinforcing that this is a compliance filing rather than an activist or control‑seeking disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Flora Growth Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
339764201
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
339764201
1
Names of Reporting Persons
Highbridge Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,038,240.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,038,240.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,038,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The 1,038,240 Common Shares (as defined in Item 2(a)) reported herein are issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Flora Growth Corp.
(b)
Address of issuer's principal executive offices:
3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, FL 33309
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the common shares, no par value ("Common Shares"), of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
339764201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 22,568,653 Common Shares outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ending March 31, 2025, filed with the Securities and Exchange Commission on May 13, 2025 and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
4.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What stake in Flora Growth Corp. (FLGC) does Highbridge report?
Highbridge reports beneficial ownership of 1,038,240 common shares, representing 4.4% of the class on a fully‑diluted basis assuming exercise of warrants.
Are the reported FLGC shares currently outstanding or issuable upon exercise?
The 1,038,240 shares reported are issuable upon exercise of warrants directly held by the Highbridge Funds, per the filing.
Is Highbridge claiming voting or dispositive control over the FLGC shares?
The filing shows sole voting power and sole dispositive power for 1,038,240 shares and zero shared voting or dispositive power.
Does this Schedule 13G/A indicate an attempt to influence control of FLGC?
No. The filing includes a certification stating the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.
On what share count is the 4.4% percentage based?
The percentage is calculated using 22,568,653 common shares outstanding as of May 9, 2025, as reported by the issuer.
