Flora Growth Corp. Completes Acquisition, Enters New Agreement

TL;DR

Flora Growth just closed a deal, signed a new agreement, and sold some stock. Big moves happening.

AI Summary

Flora Growth Corp. announced on September 19, 2025, the completion of an acquisition, entered into a material definitive agreement, and incurred a direct financial obligation. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including compensatory arrangements.

Why It Matters

This filing indicates significant corporate activity for Flora Growth Corp., including strategic acquisitions and financial commitments, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing details multiple significant events including acquisitions, new agreements, and equity sales, which carry inherent risks and uncertainties.

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• September 19, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $25.19 — mmon Share "), at a purchase price of US$25.19 per share (the " Cash Common Shares ")
• $25.1899 — of the Company at a purchase price of US$25.1899 per warrant (the " Cash Pre-funded Warr
• $0.0001 — ised in full, at an exercise price of US$0.0001 per share. Each Common Share and Pre-fu
• $13,660,000 — re-funded Warrants were approximately US$13,660,000 after deducting estimated expenses rela
• $0 — gital asset treasury strategy linked to $0G, the native token of the 0G Chain, a l
• $150,000 — Investors, in an amount not to exceed US$150,000 . The foregoing description of the Cas
• $3.00 — h each token having a deemed value of US$3.00 in accordance with the valuation mutual
• $215,297,806, b — e an aggregate value of approximately US$215,297,806, based upon the agreed upon value of US$3
• $3 — , based upon the agreed upon value of US$3 per Token. Accordingly, the net proceed
• $215,297,806 — re-funded Warrants were approximately US$215,297,806. The Company intends to use the Tokens
• $22,880,000 — unt of Solana with a current value of US$22,880,000 (the " Note "). Closing of the Note Pri
• $33.34 — ned in the Note) of Solana divided by US$33.34. In connection with the Note Private P
• $0.01 — Common Share at an exercise price of USD$0.01 per share. On September 22, 2025, the
• $150,000,000 — unt of Tokens with a current value of US$150,000,000. Closing of the Zero Gravity Private Pl
• $33 — onvertible Note) of Tokens divided by US$33.34, subject to updates in accordance wi

Filing Documents

• form8k.htm (8-K) — 80KB
• exhibit4-1.htm (EX-4.1) — 70KB
• exhibit4-2.htm (EX-4.2) — 69KB
• exhibit4-3.htm (EX-4.3) — 99KB
• exhibit4-4.htm (EX-4.4) — 101KB
• exhibit10-1.htm (EX-10.1) — 412KB
• exhibit10-2.htm (EX-10.2) — 406KB
• exhibit10-3.htm (EX-10.3) — 350KB
• exhibit10-4.htm (EX-10.4) — 495KB
• exhibit10-5.htm (EX-10.5) — 85KB
• exhibit10-6.htm (EX-10.6) — 42KB
• exhibit10-7.htm (EX-10.7) — 42KB
• exhibit10-8.htm (EX-10.8) — 42KB
• exhibit99-1.htm (EX-99.1) — 246KB
• 0001062993-25-015748.txt ( ) — 3404KB
• flgc-20250919.xsd (EX-101.SCH) — 5KB
• flgc-20250919_cal.xml (EX-101.CAL) — 1KB
• flgc-20250919_def.xml (EX-101.DEF) — 22KB
• flgc-20250919_lab.xml (EX-101.LAB) — 46KB
• flgc-20250919_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Cash Private Placement On September 19, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (" Flora " or the " Company "), entered into a securities purchase agreement (the " Cash Securities Purchase Agreement ") with certain investors (the " Cash Investors ") in connection with the issuance and sale by the Company to the Cash Investors via a private placement (the " Cash Private Placement ") of an aggregate of 116,340 common shares of the Company, no par value per share (each, a " Common Share "), at a purchase price of US$25.19 per share (the " Cash Common Shares ") and 425,929 pre-funded warrants of the Company at a purchase price of US$25.1899 per warrant (the " Cash Pre-funded Warrants ") each to purchase one Common Share of the Company (each, a " Cash Pre-funded Warrant Share ") which shall be exercisable upon shareholder approval under Nasdaq Listing Rules (the " Shareholder Approval ") and expire when exercised in full, at an exercise price of US$0.0001 per share. Each Common Share and Pre-funded Warrant issued in the Cash Private Placement was bundled with 0.2 of a Common Share purchase warrant (each full warrant, a " Cash Common Warrant "). Each Cash Common Warrant shall be exercisable for one Common Share upon Shareholder Approval for 1,825 calendar days at an exercise price of US$25.19 (each, a " Cash Warrant Share "). Closing of the Cash Private Placement is expected on or about September 26, 2025. The Company has agreed to file a re-sale registration statement on Form S-3 registering the Cash Common Shares, Cash Pre-funded Warrant Shares and Cash Warrant Shares no later than the six-month anniversary of Shareholder Approval of the issuance of the Cash Pre-funded Warrant Shares and Cash Warrant Shares at a special or annual meeting of shareholders of the Company (the " Shareholder Meeting "). The net proceeds from the sale of the Cash Common Shares and Ca

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets This Form 8-K includes pro formas under Item 9.01, Financial Statements and Exhibits, of Form 8-K. A description of the Disposition to which this 8-K relates to is shown above. The information under the header "Equity Transfer and Debt Repayment Agreement" in Item 1.01 of this Current Report on Form 8-K regarding the Disposition is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information under the headers "Note Private Placement" and "Loan Agreement" in Item 1.01 of this Current Report on Form 8-K regarding the Note and Loan Agreement are incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information under the headers "Cash Private Placement", "Token Private Placement", "Note Private Placement" and "Loan Agreement" in Item 1.01 of this Current Report on Form 8-K regarding the Private Placements is incorporated herein by reference. The Cash Common Shares, Warrants, Warrant Shares, the Notes, the Note Shares and Loan Agreement Warrants and Common Shares underlying the Loan Agreement Warrants have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder and Rule 903 of Regulation S under the Securities Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Resignation of Directors and Officers On September 20, 2025, Mr. Clifford Starke resigned as a director and the Chief Executive Officer of the Company. Mr. Starke did not resign as a result of any disagreement with the Company or any matter relating to the Company's operations, policies or practices. Mr. Starke will remain as a strategic advisor to the Company's Chief Executive Officer. On September 20, 2025, Mr. Sammy Dorf resigned as the Executive Chaiman of the Company. Mr. Dorf did not resign as a result of any disagreement with the Company or any matter relating to the Company's operations, policies or practices. Appointment of Directors and Officers On September 20, 2025, the Board of Directors (the " Board ") appointed Mr. Daniel Reis-Faria as a non-independent director of the Board. Mr. Reis-Faria's initial term as a director will expire at the Company's next annual meeting of stockholders or his earlier resignation or removal. In connection with his appointment to the Board, Mr. Reis-Faria, age 36, is also being appointed as an executive officer of the Company effective September 20, 20

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View this 8-K filing on SEC EDGAR