Flora Growth Faces Nasdaq Delisting, Board Shakeup

TL;DR

Nasdaq's kicking Flora Growth off the exchange, and the board's changing. Big trouble.

AI Summary

Flora Growth Corp. announced on August 27, 2025, that it received a notice of delisting from the Nasdaq Stock Market due to failure to meet continued listing requirements. The company is also reporting changes in its board of directors and executive officers, including the departure of certain directors and the election of new ones, effective August 25, 2025.

Why It Matters

This filing indicates significant operational and financial challenges for Flora Growth Corp., potentially impacting its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company has received a notice of delisting from Nasdaq, indicating a severe risk of its stock being removed from a major exchange.

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• Nasdaq Stock Market (company) — Exchange where delisting notice was received

FAQ

Filing Documents

• form8k.htm (8-K) — 17KB
• 0001062993-25-015011.txt ( ) — 224KB
• flgc-20250825.xsd (EX-101.SCH) — 5KB
• flgc-20250825_cal.xml (EX-101.CAL) — 1KB
• flgc-20250825_def.xml (EX-101.DEF) — 22KB
• flgc-20250825_lab.xml (EX-101.LAB) — 46KB
• flgc-20250825_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 25, 2025, Harold Wolkin, a director of Flora Growth Corp., an Ontario corporation (the "Company"), passed away. Prior to his passing, Mr. Wolkin served as an "Independent Director", as defined in Nasdaq Listing Rule 5605(a)(2), of the Company's audit committee, the compensation committee, and the nominating and corporate governance committee of the Board of Directors of the Company (the "Board"). On August 26, 2025, Nasdaq was informed that because of Mr. Wolkin's passing, the Company is no longer in compliance with certain Corporate Governance Requirements as set forth in Nasdaq Listing Rule 5605. Pursuant to Nasdaq Listing Rule 5605(b)(1), a majority of the Board of a listed company must be comprised of Independent Directors. With Mr. Wolkin's passing, the Board is currently comprised of only four members, Sammy Dorf, Clifford Starke, Edward Woo and Manfred Leventhal. Only two of the four, Mr. Woo and Mr. Leventhal, qualify as Independent Directors. Therefore, the Company's Board is no longer comprised of a majority of Independent Directors as required by Nasdaq Listing Rule 5605(b)(1). Pursuant to Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have an audit committee of at least three members, each of whom must be an Independent Director and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). With Mr. Wolkin's passing, the Company's audit committee is currently comprised of only two members, Mr. Woo and Mr. Leventhal, each of whom meet the independence requirements set forth in Nasdaq Rule 5605(a)(2) and Rule 10-A3(b)(1) of the Exchange Act. Therefore, the Company's audit committee is no longer comprised of at least three members meeting the aforementioned independence requirements as required by Nasdaq Listing Rule 5605(c)(2)(A). The Company

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLORA GROWTH CORP. Date: August 27, 2025 By: /s/ Clifford Starke Name: Clifford Starke Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR