8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2023

Flora Growth Corp.

(Exact Name of Registrant as Specified in Its Charter)

Province of Ontario	001-40397	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

3406 SW 26th Terrace, Suite C-1

Fort Lauderdale, Florida 33132

(Address of principal executive offices) (Zip Code)

(954) 842-4989

(Registrant’s Telephone Number, Including Area Code)

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	FLGC	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

On June 7, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “Company”) filed an Amendment to its Articles of Incorporation (the “Reverse Stock Split Articles Amendment”) with the Ontario Ministry of Public and Business Service Delivery to effect a reverse stock split of the Company’s common shares, no par value per share (the “common shares”), at a ratio of 1-for-20, which will become effective at 12:00:01 a.m. Eastern Time on June 9, 2023 (the “Reverse Stock Split”).

The foregoing description of the Reverse Stock Split is only a summary and is qualified in its entirety by reference to the full text of the Reverse Stock Split Articles Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On June 7, 2023, the Company issued a press release announcing the Reverse Stock Split Articles Amendment and the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 8.01 Other Events.

At the Company’s Annual and Special Meeting of Shareholders held on June 6, 2023, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to effect the Reverse Stock Split at a ratio of 1-for-5 to 1-for-25 to be determined at the discretion of the Board of Directors (the “Board”) of the Company. The Board determined to set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Reverse Stock Split Articles Amendment. The effective time for the Reverse Stock Split is 12:00:01 a.m. Eastern Time on June 9, 2023. The common shares are expected to begin trading on a split-adjusted basis at market open of Nasdaq on June 9, 2023.

Upon the effectiveness of the Reverse Stock Split, every twenty shares of the issued and outstanding common shares will be automatically combined and reclassified into one issued and outstanding common share. The Reverse Stock Split does not affect any shareholder’s ownership percentage of the common shares, alter the par value of the common shares or modify any voting rights or other terms of the common shares. The number of authorized shares of common shares under the Company’s Articles remains unchanged. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional interest as a result of the Reverse Stock Split will be rounded down to the nearest whole common share.

The Company’s transfer agent, Continental Stock Transfer and Trust Company, is acting as exchange agent for the Reverse Stock Split.

At the market open on June 9, 2023, the Company’s common shares will continue to trade on The Nasdaq Capital Market, but in connection with the Reverse Stock Split, the common shares will be assigned a new CUSIP number (339764201) when it begins trading on a split-adjusted basis. 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Amendment to the Company’s Articles of Incorporation, filed on June 7, 2023
99.1	Press Release dated June 7, 2023
104	Cover Page Interactive Data File

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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: June 7, 2023	By:	/s/ Hussein Rakine
	Name:	Hussein Rakine
	Title:	Chief Executive Officer

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EX-3.1

EXHIBIT 3.1

 

EX-99.1

EXHIBIT 99.1

Flora Growth Corp. to Effect Reverse Stock Split

FORT LAUDERDALE, FLORIDA & TORONTO, June 7, 2023 -- Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a global cultivator, manufacturer, and distributor of cannabis products and brands, announces that it will effect a reverse stock split, which shall become effective on June 9, 2023 at a ratio of 1-for-20 (the “Reverse Stock Split”).

The Company has provided The Nasdaq Stock Market with the appropriate notice and the Company expects that its common shares will commence trading on a post-Reverse Stock Split basis at market open on June 9, 2023. The common shares will continue to trade on the Nasdaq Capital Market under the existing ticker “FLGC”. The new CUSIP number for the common shares is 339764201 and the new ISIN is CA3397642016.

The Reverse Stock Split, within a ratio ranging between 1-for-5 and 1-for-25, was approved by the Company’s shareholders at the Company’s annual and special meeting of shareholders held on June 6, 2023 and is described in the proxy statement of the Company dated May 10, 2023.

As a result of the Reverse Stock Split, every 20 common shares issued and outstanding will be automatically reclassified into one new common share. The Reverse Stock Split does not affect any shareholder’s ownership percentage of the common shares or modify any voting rights or other terms of the common shares. No fractional common shares will be issued as a result of the Reverse Stock Split. Any fractional interest as a result of the Reverse Stock Split will be rounded down and shareholders will not receive any compensation in lieu thereof.

About Flora Growth Corp.

Flora Growth Corp. is a global cannabis company dedicated to bringing the benefits of cannabis to people worldwide. Our commitment is to create, master and connect the international cannabis supply chain by setting the standard for world-class cultivation and manufacturing, thoughtful brand development, and rigorous research and development of medical-grade cannabis products that meet the highest standards of quality, safety, and efficacy. Our mission is to create a world where the benefits of cannabis are accessible to everyone, and we are working toward that goal by becoming a leading importer and exporter of cannabis to meet demand in every corner of the market. Visit www.floragrowth.com or follow @floragrowthcorp on social media for more information.

Contacts

Investor Relations:

Investor Relations

ir@floragrowth.com

Public Relations:

Cassandra Dowell

+1 (858) 221-8001

flora@cmwmedia.com

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Cautionary Statement Concerning Forward-Looking Statements

This press release contains “forward-looking statements” as defined by applicable Canadian and U.S. securities legislation. Forward-looking statements reflect Flora’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Flora’s Annual Report on Form 10-K, previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023, as amended April 28, 2023, as such factors may be updated from time to time in Flora’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, and on Flora’s issuer profile on SEDAR at www.sedar.com. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora’s filings with the SEC and the applicable Canadian securities commissions. While forward-looking statements reflect Flora’s good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Flora (or to third parties making the forward-looking statements).

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Cover	Jun. 07, 2023
Cover [Abstract]
Entity Registrant Name	Flora Growth Corp.
Entity Central Index Key	0001790169
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Emerging Growth Company	true
Document Period End Date	Jun. 07, 2023
Entity Ex Transition Period	false
Entity File Number	001-40397
Entity Address Address Line 1	3406 SW 26th Terrace
Entity Address Address Line 2	Suite C-1
Entity Address City Or Town	Fort Lauderdale
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33132
City Area Code	954
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	842-4989
Security 12b Title	Common Shares, no par value
Trading Symbol	FLGC
Security Exchange Name	NASDAQ