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): September 29, 2025
FLORA GROWTH CORP.
(Exact name of registrant as specified in its charter)
| Ontario | 001-40397 | Not Applicable |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida, United States
33132
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (954) 842-4989
Not Applicable
(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 Symbols | 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 8.01 Other Information.
Flora Growth Corp. (the "Company") has filed a prospectus supplement (the "ATM Prospectus Supplement") to its effective U.S. registration statement on Form S-3 (File No. 333-274204) in connection with its "at the market" Sales Agreement with Revere Securities LLC, dated September 23, 2025. Pursuant to the ATM Prospectus Supplement, the Company may, at its discretion from time to time, sell up to an additional $3,450,000 of common shares under its "at the market" program.
By filing the ATM Prospectus Supplement, the offering of common shares under the prospectus supplement dated September 23, 2025 (the "Previous Prospectus Supplement") is hereby terminated. The Company sold common shares with an aggregate value of $129,482 under the Previous Prospectus Supplement.
Item 9.01. Exhibits.
| Exhibit | Description |
| 5.1 | Opinion of Fogler, Rubinoff LLP |
| 8.1 | Opinion of Dorsey & Whitney LLP |
| 23.1 | Consent of Fogler, Rubinoff LLP (included in Exhibit 5.1) |
| 23.2 | Consent of Dorsey & Whitney LLP (included in Exhibit 8.1) |
| 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLORA GROWTH CORP. | |
| (Registrant) | |
| Dated: September 29, 2025 | By: /s/ Dany Vaiman |
| Dany Vaiman | |
| Chief Financial Officer |
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September 29, 2025
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, FL 33309
Dear Sirs/Mesdames:
| RE: FLORA GROWTH CORP. |
We have acted as local Ontario counsel to Flora Growth Corp. (the "Corporation"). We refer to the Corporation's registration statement on Form S-3, as amended (File No. 333-274204), (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), which contains a base shelf prospectus (the "Base Prospectus"), and the prospectus supplement to the Base Prospectus dated September 29, 2025 relating to common shares of the Corporation ("Common Shares") to be sold in the United States (the "Prospectus Supplement", and together with the Base Prospectus, the "Prospectus").
We are furnishing this opinion at your request in connection with the Prospectus Supplement which was filed in connection with the offer and sale of up to an aggregate of US$3,450,000 of common shares of the Corporation (the "Common Shares") by the Corporation pursuant to the terms of a Sales Agreement dated September 23, 2025 (the "ATM Sales Agreement") between the Corporation and Revere Securities LLC.
Examinations
We have examined originals or copies, certified or otherwise to our satisfaction of such documents and considered such questions of law as we considered necessary as a basis for our opinion set forth below, including the Registration Statement, Prospectus, ATM Sales Agreement, a certificate dated September 29, 2025, of the Chief Financial Officer of the Corporation with respect to certain factual matters (the "Officer's Certificate") and resolutions of the board of directors of the Corporation approving the filing of the Registration Statement, Prospectus, ATM Sales Agreement and the issuance of the Common Shares.
Assumptions
For purposes of the opinions expressed herein, we have assumed:
1. the genuineness of all signatures, the legal capacity and signing authority (excluding officers of the Corporation) of all individuals, the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies or facsimiles (including commercial reproductions);
2.
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the identity and capacity of any person acting or purporting to act as a corporate or public official; 3. the accuracy and completeness of all information provided to us by public officials, offices of public record or officers of the Corporation and we have assumed that such information is true and correct as at the time when it was provided and continues to be true and correct from such time to the date hereof;
4. the accuracy and completeness of all representations and statements of fact contained in all documents, instruments and certificates (including, without limitation, the Officer's Certificate);
5. the accuracy and completeness of the minute books and all other corporate records of the Corporation reviewed by us;
6. at all material times, there is no effective order, injunction, instrument or similar pronouncement issued by any government, government instrument, authority or agency of any of the provinces of Canada, or court of Canada or the provinces of Canada, that would have the effect of ceasing, preventing or restricting the distribution, trade, issuance, offering, sale or delivery of securities of the Corporation or that affects any person who engages in such a trade; and
7. the Common Shares will be offered, issued and sold in compliance with applicable United States federal and state securities laws, and in the manner contemplated by the ATM Sales Agreement and Prospectus Supplement.
We have not undertaken any independent investigation to verify the accuracy of any of the foregoing assumptions.
Qualifications
Our opinions set forth below are qualified as follows:
1. Whenever our opinion refers to Common Shares of the Corporation, whether issued or to be issued, as being "fully paid and non-assessable", such opinion indicates that the holder of such Common Shares cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such Common Shares, either in order to complete payment for the Common Shares, to satisfy claims of creditors or otherwise. No opinion is expressed as to the adequacy of any consideration received for such Common Shares.
2. We are solicitors qualified to practise law in the Province of Ontario. We express no opinions as to any laws or any matters governed by any laws other than the laws of Ontario and the federal laws of Canada applicable therein which are in effect on the date hereof.
3. The opinions expressed below are based on legislation and regulations in effect on the date hereof. We have considered such questions of law and examined such statutes, regulations, public and corporate records and certificates of officers of the Corporation and other documents as we have considered appropriate and necessary for the purpose of our opinion. In particular, we have relied as to matters of fact on the Officer's Certificate.
4. To the extent the Officer's Certificate, and any other certificate or document referenced herein, is based on any assumption, given in reliance on any other certificate or document, understanding or other criteria or is made subject to any limitation, qualification or exception, our opinions are also based on such assumption, given in reliance on such other certificate, document, understanding or other criteria and are made subject to such limitation, qualification and exception.
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Opinions
Based upon and subject to the foregoing assumptions and qualifications, we are of the opinion that the Common Shares, when issued in accordance with the provisions of the ATM Sales Agreement, including the receipt by the Corporation of the consideration therefor, will be validly issued as fully paid and non-assessable shares of the Corporation.
The foregoing opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein on the date of this opinion, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
The opinion expressed in this letter is for the sole benefit of the Corporation in connection with the Prospectus Supplement. This opinion may not be relied upon by, disclosed to, or filed with, any other person without our prior written consent. Notwithstanding the foregoing, we hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is limited to the matters expressly stated herein, and no opinion or belief is implied or should be inferred beyond the matters expressly stated herein. For greater certainty, we express no opinion as to the contents of the Registration Statement and Prospectus, other than the opinions expressly set forth herein. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking or obligation to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Yours truly,
/s/ Fogler, Rubinoff LLP
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Exhibit 8.1
September 29, 2025
Flora Growth Corp.
3406 SW 26th Terrace, Suite C-1
Fort Lauderdale, Florida 33312
Ladies and Gentlemen:
We have acted as counsel to Flora Growth Corp., an Ontario corporation (the "Company"), in connection with the filing of the Prospectus Supplement to the Prospectus contained in the Registration Statement on Form S-3 (File No. 333-274204) (the "Prospectus Supplement"), as amended and supplemented from time to time, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Prospectus Supplement relates to the proposed establishment of an at-the-market offering (the "Offering") by the Company under which the Company may from time to time, issue and sell common shares (the "Common Shares"), no par value, of the Company pursuant to that certain Sales Agreement, dated September 23, 2025 (the "Sales Agreement") by and among the Company and Revere Securities LLC (the "Agent").
For purposes of this opinion, we have reviewed originals, or copies certified or otherwise identified to our satisfaction, of the Prospectus Supplement and the exhibits thereto and such other documents and matters of law and fact as we have considered necessary or appropriate. In addition, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or otherwise provided to us. We have assumed (i) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, (ii) that the Offering will be consummated as described in the Prospectus Supplement; (iii) that the statements concerning the terms of the Offering set forth in the Prospectus Supplement are true, complete and correct and will remain true, complete and correct at all relevant times; and (iv) that any such statements made in the Prospectus Supplement qualified by knowledge, intention, belief or any other similar qualification are true, complete and correct, and will remain true, complete and correct at all relevant times, in each case as if made without such qualification. We also have relied on certain written representations of the Company contained in an Officer's Certificate dated on or about the date hereof. If any of the above described assumptions are untrue for any reason, or if the Offering is consummated in a manner that is different from the manner described in the Prospectus Supplement, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we hereby confirm to you that the statements set forth under the caption "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" in the Prospectus Supplement, to the extent such statements summarize U.S. federal income tax law, and subject to the limitations, qualifications, exceptions, and assumptions set forth herein and therein, constitute our opinion as to the material United States federal income tax consequences of the Offering to U.S. Holders (as defined in the Prospectus Supplement) of Common Shares. We express no opinion on any issue relating to the tax consequences of the transactions contemplated by the Prospectus Supplement other than the opinion set forth above. Our opinion set forth above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Offering, or any inaccuracy in the statements, facts, assumptions and representations on which we have relied may affect the validity of the opinion set forth herein. We assume no responsibility to inform the Company of any such change or inaccuracy that may occur or come to our attention.
Our opinion is not binding on the Internal Revenue Service or a court. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.
701 Fifth Avenue | Suite 6100 | Seattle, WA 98104-7043 | Tel. 206-903.8800 | dorsey.com We are furnishing this opinion in connection with the filing of the Prospectus Supplement and this opinion is not to be relied upon for any other purpose without our prior written consent.
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Flora Growth Corp.
September 29, 2025
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement.
Very truly yours,
/s/ Dorsey & Whitney LLP
KRF/MJP