Flora Growth Corp. Files 8-K: Material Agreements & Equity Sales

TL;DR

Flora Growth Corp. filed an 8-K on Nov 28, 2025, detailing material agreements and equity sales.

AI Summary

Flora Growth Corp. filed an 8-K on November 28, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The company, incorporated in Ontario, has its principal executive offices in Fort Lauderdale, Florida.

Why It Matters

This filing provides crucial updates on Flora Growth Corp.'s material agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered sales of equity can indicate significant corporate actions that may carry inherent risks.

Key Numbers

• 001-40397 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• November 28, 2025 (date) — Date of earliest event reported
• 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida 33309 (address) — Principal executive offices
• Ontario (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $25 million — , subject to certain limitations, up to $25 million (the "Initial Commitment") of the Compa
• $50 million — y be increased to up to an aggregate of $50 million Common Shares at the discretion of the
• $0 — t treasury strategy with a focus on the $0G token and for general corporate purpos
• $125,000 — hares with an aggregate market value of $125,000 or 0.5% of the Initial Commitment (the

Filing Documents

• form8k.htm (8-K) — 26KB
• exhibit10-1.htm (EX-10.1) — 148KB
• exhibit10-2.htm (EX-10.2) — 89KB
• exhibit10-1xz001.jpg (GRAPHIC) — 13KB
• 0001062993-25-017063.txt ( ) — 553KB
• flgc-20251128.xsd (EX-101.SCH) — 5KB
• flgc-20251128_cal.xml (EX-101.CAL) — 1KB
• flgc-20251128_def.xml (EX-101.DEF) — 22KB
• flgc-20251128_lab.xml (EX-101.LAB) — 46KB
• flgc-20251128_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. On November 28, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company", "our"), entered into a Share Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") with White Lion Capital, LLC (the "Investor"), pursuant to which the Investor has committed to purchase, subject to certain limitations, up to $25 million (the "Initial Commitment") of the Company's common shares, no par value (the "Common Shares"), which Initial Commitment may be increased to up to an aggregate of $50 million Common Shares at the discretion of the Company upon a written notice to the Investor (the "Total Commitment"). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor to purchase up to the Total Commitment of Common Shares from time to time for a period of 24 months from the date of the Purchase Agreement. The purchase is subject to certain conditions, including the filing and effectiveness of a resale registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") registering the resale of the shares to be sold to the Investor under the Purchase Agreement. Upon receipt of a purchase notice from the Company, the Investor may be obligated to purchase Common Shares as the Company directs, subject to certain conditions and limitations. The Company can provide two kinds of notices - a regular purchase notice and a rapid purchase notice. The Common Shares will be purchased by the Investor according to the kind of notice provided. For: a regular purchase notice, 97% of the lowest daily VWAP of the Common Shares for the two consecutive business days commencing on and including the day the regular purchase notice is delivered; or a rapid purchase notice, either (i) the lowest traded pr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Common Shares that may be issued under the Purchase Agreement are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption afforded under Section 4(a)(2) thereof.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Share Purchase Agreement, dated as of November 28, 2025, by and among Flora Growth Corp. and White Lion Capital, LLC 10.2 Registration Rights Agreement, dated as of November 28, 2025, by and among Flora Growth Corp. and White Lion Capital, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized. Date: November 28, 2025 FLORA GROWTH CORP. By: /s/ Dany Vaiman Name: Dany Vaiman Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR