SEC Form SC 13D filed by Flora Growth Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Flora Growth Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

339764102

(CUSIP Number)

Dany Vaiman

Flora Growth Corp.
3230 W. Commercial Blvd., Suite 180
Fort Lauderdale, FL 33309

With a copy to:

Richard Raymer
Dorsey & Whitney LLP
66 Wellington Street W., Suite 3400
Toronto, Ontario M5K 1E6 Canada
(416) 367-7370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 339764102

(1)	The percentages used herein are calculated based on 13,366,535 outstanding shares of the Issuer as of August 9, 2024, plus 534,661 shares underlying unvested stock appreciation rights owned by the Reporting Person.

CUSIP No. 339764102

Item 1.

Security and Issuer

(a)	Title of Class of Securities:

Common Shares, no par value

(b)	Name of Issuer:

Flora Growth Corp., an Ontario corporation (the “Issuer”)

(c)	Address of Issuer’s Principal Executive Offices:

3230 W. Commercial Blvd., Suite 180
Fort Lauderdale, FL 33309

Item 2.

Identity and Background

(a)	Name of Reporting Person:

Dany Vaiman (“Reporting Person”)

(b)	Principal Business Address:

The principal business address of the Reporting Persons is: 3230 W. Commercial Blvd., Suite 180, Fort Lauderdale, FL 33309

(c)	Occupation, Employment and Other Information:

The Reporting Person is the Chief Financial Officer of the Issuer.

(d)	Criminal convictions:

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	Civil proceedings:

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Citizenship:

Canada

Item 3.

Source and Amount of Funds or Other Consideration:

OO

Item 4.

Purpose of Transaction

The On December 23, 2022, the Reporting Person acquired 436,529 common shares of the Issuer in a share exchange transaction in connection with the acquisition of Franchise Global Health Inc. by the Issuer.

On June 7, 2023, the Issuer effected a 20:1 reverse stock split.


On November 11, 2023, the Issuer granted 149,024 restricted shares vesting to the Reporting Person, which vested on January 1, 2024.

On December 15, 2023, the Issuer granted 342,888 stock appreciation rights (“SARs”) to the Reporting Person, which vest in 12 equal installments, subject to stock price criteria to be met prior to each tranche vesting.  The SARs were subject to forfeiture if not approved by shareholders at the Issuer’s next annual meeting and have a post-termination exercise period of one year.

On May 27, 2024, the Issuer granted 191,773 SARs to the Reporting Person, which vest in 12 equal installments, subject to stock price criteria to be met prior to each tranche vesting.  The SAR grant, which was subject to shareholder approval at the Issuer’s next annual meeting, was approved on August 14, 2024.  The SARs have a post-termination exercise period of one year.

Item 5.

Interest in Securities of the Issuer:

(a)	Number of shares as to which the Reporting Person has:

(i)	Sole power to vote or to direct the vote:   705,511

(ii)	Shared power to vote or to direct the vote:   0

(iii)

Sole power to dispose or direct the disposition: 705,511

(iv)	Shared power to dispose or direct the disposition: 0

(v)	Aggregate amount of shares beneficially owned:  705,511

(vi)	Percent of class represented in Item (v) above:  5.08%

(b)

See (a).

(c)	Not applicable.

(d)	Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Flora Growth Corp. 2022 Incentive Compensation Plan

Item 7.  Materials to be Filed as Exhibits

99.1  Flora Growth Corp. 2022 Incentive Compensation Plan (incorporated by reference to Exhibit 4.4 of the Issuer’s Form S-8 filed with the Securities and Exchange Commission on July 29, 2022)

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.

Date: September 12, 2024

/s/ Dany Vaiman_________________
Dany Vaiman