Flora Growth Corp. Files 8-K with Key Agreements and Equity Sales

TL;DR

Flora Growth Corp. (FLGC) filed an 8-K detailing new deals, terminated agreements, and equity sales. Watch for updates.

AI Summary

Flora Growth Corp. filed an 8-K on December 29, 2025, reporting on several key events. These include entering into a material definitive agreement, terminating a material definitive agreement, and unregistered sales of equity securities. The filing also contains financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions both entering into and terminating material agreements, alongside unregistered sales of equity, which can introduce uncertainty and potential dilution.

Key Numbers

• 001-40397 — SEC File Number (Identifies Flora Growth Corp.'s filing with the SEC.)

Key Players & Entities

• Flora Growth Corp. (company) — Registrant
• December 29, 2025 (date) — Date of earliest event reported
• 001-40397 (company) — SEC File Number
• 3230 W. Commercial Boulevard, Suite 180 (address) — Principal executive offices
• Fort Lauderdale, Florida (address) — Principal executive offices location

FAQ

Key Financial Figures

• $1,750,000 — of: (i) 96,161.907647528 Solana, (ii) US$1,750,000 in cash and (iii) 111,550 common shares
• $6.90 — ompany, no par value, with a value of US$6.90 per share (the "Settlement Shares"), th

Filing Documents

• form8k.htm (8-K) — 19KB
• exhibit10-1.htm (EX-10.1) — 37KB
• 0001062993-25-017540.txt ( ) — 274KB
• flgc-20251229.xsd (EX-101.SCH) — 5KB
• flgc-20251229_cal.xml (EX-101.CAL) — 1KB
• flgc-20251229_def.xml (EX-101.DEF) — 22KB
• flgc-20251229_lab.xml (EX-101.LAB) — 46KB
• flgc-20251229_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 December 29, 2025, Flora Growth Corp. (the "Company") entered into a note settlement agreement (the "Note Settlement Agreement") with DeFi Development Corp. (the "Holder") pursuant to which the Solana-denominated convertible note issued to the Holder pursuant to the September 19, 2025 securities purchase agreement between the Company and the Holder (the "Note") was settled. The Note Settlement Agreement provides that upon payment by the Company to the Holder on or before January 6, 2026 of: (i) 96,161.907647528 Solana, (ii) US$1,750,000 in cash and (iii) 111,550 common shares of the Company, no par value, with a value of US$6.90 per share (the "Settlement Shares"), then the Company shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full, the Company shall have no further obligations under the Note and the Note shall be deemed to be satisfied. The Note Settlement Agreement includes customary representations, warranties and covenants by the Company and Holder for an agreement of its type. Additionally, both the Company and Holder agreed to a mutual release from any and all claims, demands, causes of action, complaints, agreements, promises (express or implied), contracts, undertakings, covenants, guarantees, grievances, liabilities, damages, rights, obligations, expenses, debts and demands. The Note Settlement Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Note Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 1.02.

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 Settlement Shares issuable under the Note Settlement Agreement are being issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.

01. Exhibits

Item 9.01. Exhibits. Exhibit Description 10.1 Note Settlement Agreement by and between Flora Growth Corp. and DeFi Development Corp., dated December 29, 2025 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLORA GROWTH CORP. (Registrant) Dated: December 31, 2025 By: /s/ Dany Vaiman Dany Vaiman Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR