SC 13G: Flora Growth Corp.

AI Summary

SC 13G filing by Flora Growth Corp..

Risk Assessment

Risk Level: low

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Filing Documents

• sc13g.htm (SC 13G) — 50KB
• 0000912282-24-000510.txt ( ) — 52KB

(a). Name of Issuer

Item 1 (a). Name of Issuer: Flora Growth Corp.

(b). Address of Issuer's Principal Executive Offices

Item 1 (b). Address of Issuer's Principal Executive Offices: 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, FL 33309

(a). Name of Person Filing

Item 2 (a). Name of Person Filing: i) RDS Private Capital II, LP ii) Ronald D. Schmeichel

(b). Address of Principal Business Office or, if None, Residence

Item 2 (b). Address of Principal Business Office or, if None, Residence: 135 Yorkville Avenue, Suite 900 Toronto, Ontario M5R 0C7 Canada

(c). Citizenship

Item 2 (c). Citizenship: Ontario, Canada

(d). Title of Class of Securities

Item 2 (d). Title of Class of Securities: Common Shares, no par value

(e). CUSIP Number

Item 2 (e). CUSIP Number: 339764201 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act; (b) Bank as defined in Section 3(a)(6) of the Act; (c) Insurance Company as defined in Section 3(a)(19) of the Act; (d) Investment Company registered under Section 8 of the Investment Company Act; (e) Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); (g) Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940: (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(j). S If this statement is filed pursuant to Rule 13d-1(c), check this box. Item 4. Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1. (a) Amount beneficially owned: 1,254,277 (b) Percent of class: 9.79% (b) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,254,277 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,254,277 (1) Ronald D. Schmeichel is the manager of RDS Private Capital II, LP (2) Percent of class is based on 12,816,535 outstanding shares of common stock of the Issuer as of May 10, 2024. Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1). Item 5. If the statement is being filed

Certification

Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 27, 2024 (Date) RDS PRIVATE CAPITAL II, LP By: /s/ Ronald D. Schmeichel Ronald D. Schmeichel /s/ Ronald D. Schmeichel Ronald D. Schmeichel JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below. June 27, 2024 (Date) RDS PRIVATE CAPITAL II, LP By: /s/ Ronald D. Schmeichel Ronald D. Schmeichel /s/ Ronald D. Schmeichel Ronald D. Schmeichel

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