UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 19, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") entered into a Separation Agreement and General Release of Claims (the "Separation Agreement") with Clifford Starke, the former Chief Executive Officer of the Company and current consultant to the Company, pursuant to which the parties agree that Mr. Starkes' employment with the Company will terminate on December 19, 2025 ("Separation").
As previously disclosed, 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. However, Mr. Starke agreed to remain as a strategic advisor to the Company's Chief Executive Officer
The Company and Mr. Starke made the mutual decision to settle all claims Mr. Starke has or might have against the Company through the date of execution thereof
At Separation, Mr. Starke is entitled to receive the following "Termination Entitlements," subject to tax withholding and superannuation fund obligations, including:
1. a cash payment in the amount of $895,000; and
2. 13,000 Restricted Share Awards of the Company to be granted by the Compensation Committee of the Board under the Corporation's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and December 19, 2025.
Other than as noted above, Mr. Starke will not be entitled to receive any new equity grants under the Company's the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023 and August 14, 2024 in January 2026 or otherwise for performance in 2025.
The foregoing description of the Separation Agreement between the Company and Mr. Starke is qualified in its entirety by reference to the actual terms of the Separation Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Separation Agreement and General Release of Claims between Flora Growth Corp. and Clifford Starke dated December 19, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 23, 2025 | By: | /s/ Dany Vaiman |
| Name: | Dany Vaiman | |
| Title: | Chief Financial Officer | |