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    Flora Growth Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/30/25 4:43:29 PM ET
    $FLGC
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $FLGC alert in real time by email
    Flora Growth Corp.: Form 8-K - Filed by newsfilecorp.com

    false 2025-06-30 0001790169 00-0000000 Flora Growth Corp. 0001790169 2025-06-30 2025-06-30

    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 30, 2025

    FLORA GROWTH CORP.
    (Exact name of registrant as specified in its charter)

    Ontario 001-40397 Not Applicable
    (State or other jurisdiction (Commission (IRS 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:

    ☐ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

    Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Annual Meeting") on June 30, 2025.

    The 2022 Plan Amendment

    At the Annual Meeting, the Company's shareholders approved an amendment (the "Amendment") of the Company's 2022 Incentive Compensation Plan (the "2022 Plan") to increase the number of common shares of the Company (the "Common Shares") reserved for issuance to participants under the 2022 Plan from 2,500,000 Common Shares to 4,500,000 Common Shares. Previously, on April 11, 2025, the board of directors of the Company (the "Board") authorized the Amendment, subject to the Company's shareholders approving such Amendment at the Annual Meeting.

    The Amendment became effective immediately upon shareholder approval at the Annual Meeting. A more complete summary of the terms of the Amendment is set forth in "Proposal 3: Approval of Amendment to the 2022 Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 6, 2025 (the "Proxy Statement"), which description and text are incorporated herein by reference.

    The foregoing description of the terms of the Amendment and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

    Repricing and Amendment of Vesting Terms of Certain Outstanding Stock Appreciation Rights 

    At the Annual Meeting, the Company's shareholders approved the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company (the "Stock Appreciation Rights Repricing"). The Stock Appreciation Rights Repricing became effective immediately upon the closing of the Annual Meeting.

    The December 2023 SARs, August 2024 SARs and December 2024 SARs (in each case, as defined in the Proxy Statement) were repriced to an exercise price per right of $0.58, which is equal to the closing price of the Company's Common Shares on Nasdaq on June 30, 2025, the date the Company's shareholders approved the Stock Appreciation Rights Repricing.

    The vesting terms of the December 2023 Starke SARs (as defined in the Proxy Statement), of which there are 1,028,665 outstanding, and the August 2024 Starke SARs (as defined in the Proxy Statement), of which there are 575,319 outstanding, were amended such that the first of nine tranches will vest upon the Company's share price increasing by 25% from $0.58, with each tranche thereafter requiring an additional 25% increase in share price to vest in accordance with the following schedule:

    Tranche

    Percentage Increase in Flora
    Growth Corp. Share Price From
    Grant Date For Tranche to Vest

    1

    25%

    2

    50%

    3

    75%

    4

    100%

    5

    125%

    6

    150%

    7

    175%

    8

    200%

    9

    225%



    The vesting terms of the December 2023 Vaiman SARs (as defined in the Proxy Statement), of which there are 342,888 outstanding, and the August 2024 Vaiman SARs (as defined in the Proxy Statement), of which there are 191,773 outstanding, were amended such that the first of eight tranches will vest upon the Company's share price increasing by 25% from $0.58, with each tranche thereafter requiring an additional 25% increase in share price to vest in accordance with the following schedule:

    Tranche

    Percentage Increase in Flora
    Growth Corp. Share Price From
    Grant Date For Tranche to Vest

    1

    25%

    2

    50%

    3

    75%

    4

    100%

    5

    125%

    6

    150%

    7

    175%

    8

    200%

    The foregoing description of the terms of the Stock Appreciation Rights Repricing and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Unvested Stock Appreciation Rights Agreement with respect to the December 2023 SARs and August 2024 SARs (each as defined in the Proxy Statement) and the full text of the Form of Vested Stock Appreciation Rights Agreement with respect to the December 2024 SARs (as defined in the Proxy Statement), copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

    Item 5.07 Submission of Matters to a Vote of Security Holders.

    The final voting results for the proposals submitted to a vote of the Company's shareholders at the Annual Meeting are as follows:

    Proposal 1: Election of five directors to the Board to hold office until the Company's 2026 Annual Meeting of Shareholders or until their respective successors are elected or appointed:

                    Broker
    Director   For   Against   Abstentions   Non-Votes
    Clifford Starke   7,329,521   1,500,756   20,277   4,127,339
    Sammy Dorf   8,014,311   815,247   20,996   4,127,339
    Edward Woo   8,622,354   204,155   24,045   4,127,339
    Manfred Leventhal   8,715,612   114,001   20,941   4,127,339
    Harold Wolkin   8,560,356   264,945   25,253   4,127,339

    Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration.

    For   Against   Abstentions
    12,637,347   225,303   115,243


     Proposal 3: Approval of an amendment to the Company's 2022 Plan to increase the number of shares issuable thereunder from 2,500,000 to 4,500,000 shares. 

                Broker
    For   Against   Abstentions   Non-Votes
    5,548,268   3,293,584   8,702   4,127,339

    Proposal 4: Approval of the grant of Stock Appreciation Rights to the Company's Chief Executive Officer, Chief Financial Officer, and Executive Chairman. 

                Broker
    For   Against   Abstentions   Non-Votes
    1,291,659   7,547,118   11,777   4,127,339

    Proposal 5: Give our Board the authority, at its discretion, to effect a share consolidation of the Company's outstanding Common Shares at a ratio not less than 10:1 and not greater than 100:1 without reducing the authorized number of Common Shares, and to be effected, if at all, in the sole discretion of our Board at any time within one year of the date of the Annual Meeting without further approval or authorization of our shareholders. 

             
    For   Against   Abstentions
    10,996,887   1,296,154   684,851

    Proposal 6: Approval of the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company. 

                Broker
    For   Against   Abstentions   Non-Votes
    5,292,718   3,547,911   9,925   4,127,339

    Based on the foregoing votes, each of Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal and Harold Wolkin were elected to the Company's Board, and Proposals 2, 3, 5 and 6 were approved. Proposal 4 was not approved. No other proposals were submitted for shareholder approval at the Annual Meeting. 

    Item 9.01 Financial Statements and Exhibits.

    Exhibit No. Description
    4.1 2022 Incentive Compensation Plan
    10.1 Form of Unvested Stock Appreciation Rights Agreement, dated June 30, 2025
    10.2 Form of Vested Stock Appreciation Rights Agreement, dated June 30, 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: June 30, 2025 By: /s/ Clifford Starke
      Name: Clifford Starke
      Title: Chief Executive Officer


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