[144] Nasdaq, Inc. SEC Filing

Rhea-AI Filing Summary

Flora Growth Corp. (FLGC) Q2-25 10-Q highlights:

• Revenue: $14.8 m, -5.7 % YoY; H1-25 $26.6 m, -21 % YoY.
• Gross profit: $2.8 m (19.1 % margin) vs $3.2 m prior year.
• Net loss: Q2 -$2.4 m (-$0.11 EPS) vs -$2.7 m (-$0.21 EPS); H1 -$3.2 m vs -$6.0 m.
• Cash: $1.5 m, down from $6.0 m at 12-31-24; digital assets added ($1.1 m).
• Total assets: $22.7 m (-14 % YTD); current liabilities $13.8 m > current assets $13.2 m.
• Shareholders’ equity: $4.0 m vs $4.5 m YE-24.
• Going concern: substantial doubt; company evaluating cost cuts & new financing.
• Capital actions: May ’25 private placement raised $1.2 m; 726,992 pre-funded warrants issued. 1-for-39 reverse split to cure Nasdaq bid-price deficiency effective 4-Aug-25.
• M&A: Acquired United Beverage Distribution (2-Feb-25) for $2.9 m (cash $0.5 m, stock $0.8 m, notes $2.1 m); goodwill +$2.4 m.
• Deconsolidation: Insolvent European/Canadian subsidiaries removed, recording $1.2 m gain and reducing contingencies.
• Debt: €2.3 m German credit lines (4.8-5.2 %); $2.2 m promissory notes to United sellers (6 %).
• Legal & tax contingencies: $3.2 m provisions (sales tax & lease dispute); additional lawsuit over JustCBD earn-out could add 0.63 m shares.

Key messages: while losses are narrowing and liabilities decreased, liquidity is tight, cash runway limited, and compliance with Nasdaq listing rules depends on the forthcoming reverse split.

Positive

• Net loss halved YoY for H1-25 (-$3.2 m vs -$6.0 m) indicating effective cost reductions.
• Gain of $1.2 m from deconsolidation of insolvent subsidiaries lowered contingent liabilities.
• United Beverage acquisition adds U.S. distribution optionality and $0.5 m cash to the balance sheet.
• Reverse split plan expected to resolve Nasdaq bid-price deficiency and preserve listing.

Negative

• Cash balance only $1.5 m versus $5.6 m H1 operating cash outflow; substantial going-concern doubt.
• Revenue declined 22 % YTD, suggesting demand headwinds across core brands.
• Current liabilities exceed current assets; liquidity ratio below 1.0 creates refinancing pressure.
• Potential dilution from pre-funded warrants, earn-out shares, and 1-for-39 reverse split.
• Legal and tax contingencies of $3.2 m and Nasdaq non-compliance heighten risk profile.

Insights

Sell-side Equity Analyst

TL;DR: Losses narrowing but liquidity critical; reverse split key.

Sequential margin stability and a 47 % YoY cut in H1 net loss show progress on cost control. However, cash fell 76 % to $1.5 m, leaving <1 quarter of operating cash burn and triggering a going-concern warning. New equity ($1.2 m) and digital-asset holdings offer only modest relief. Deconsolidating insolvent units trims liabilities but revenue continues to contract (-22 % YTD) amid cannabis price pressure. Upcoming 1-for-39 reverse split should restore Nasdaq bid compliance but heightens dilution optics (shares ↑67 % YoY pre-split). Investors must watch funding actions, sales trajectory post-United Beverage integration, and resolution of $3.2 m contingencies. Overall risk-skew remains negative.

Credit / Restructuring Specialist

TL;DR: Balance sheet fragile; short-term refinancing risk elevated.

Current liabilities exceed current assets, yielding a 0.96 current ratio; €2.3 m German lines mature inside 12 months. Promissory notes to insiders introduce related-party risk and back-ended cash calls. The $1.1 m crypto position is liquid but volatile. Equity cushion is only $4.0 m against $18.6 m total liabilities; goodwill now 21 % of assets. Management’s cost cuts and asset sales must materialize quickly or further dilutive raises—and possibly covenant breaches—are likely. Impactful, caution warranted.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2105	201006.45	573795242	08/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/01/2024	Restricted Stock	Issuer			860	04/01/2024	Not Applicable
Common	02/22/2023	Perfomance Shares	Issuer			1245	02/22/2023	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	07/01/2025	1790	159614.30
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	07/01/2025	315	28088.55
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	06/06/2025	1052	89420.00
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	06/06/2025	1052	89420.00
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	06/02/2025	158	13158.24
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	06/02/2025	895	74535.60
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	05/12/2025	1053	85840.56

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did FLGC's revenue fall in Q2 2025?

Revenue slid 5.7 % YoY to $14.8 m due to softer sales in core cannabis and wellness brands and loss of contributions from deconsolidated subsidiaries.

How much cash does Flora Growth have after Q2 2025?

Cash and restricted cash totaled $1.5 m, down from $6.0 m at year-end 2024.

What is the status of FLGC’s Nasdaq listing?

The company received a bid-price deficiency notice and plans a 1-for-39 reverse split on 4 Aug 2025 to regain compliance.

What impact did the United Beverage acquisition have?

Closed 2 Feb 2025 for $2.9 m; added $0.5 m cash, $0.4 m revenue, and $2.4 m goodwill; funded partly with $2.1 m related-party notes.

Why is there a going-concern warning?

Management projects current cash is insufficient for 12 months; additional funding, cost cuts, or asset sales are required.

How diluted are current shareholders?

Shares outstanding rose to 22.6 m (pre-split) vs 18.5 m YE-24; further potential from 0.73 m pre-funded warrants and other convertibles.