Flora Growth Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant**☑**

Filed by a Party other than the Registrant**☐**

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

** Flora Growth Corp. **

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3230 W. Commercial Boulevard, Suite 180

Fort Lauderdale, Florida 33309

+1 786 889 5375

To the Shareholders of Flora Growth Corp.

You are cordially invited to attend the 2024 Annual and Special Meeting of Shareholders (the "Annual Meeting") of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") to be held on August 14, 2024, at 11:00 a.m. Eastern Time. The Annual Meeting will be held at the offices of the Company's legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, ON M5H 3S1, Canada.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual and Special Meeting of Shareholders and proxy statement.

We urge you to fill out and submit the enclosed proxy card today or follow the specific instructions on how to vote your shares by proxy, or through the Internet.

You may cast your vote by proxy over the Internet, or by completing and mailing a proxy card to ensure that your shares will be represented at the Annual Meeting. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend and vote your shares at the Annual Meeting.

Thank you for your continued investment in Flora Growth Corp.

/s/ Clifford Starke

Clifford Starke

Chief Executive Officer

NOTICE OF THE 2024 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual and Special Meeting of Shareholders (including any adjournments or postponements thereof, the "Annual Meeting") of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company" or "Flora") is to be held on August 14, 2024, at 11:00 a.m. Eastern Time. The Annual Meeting will be held at the offices of the Company's legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, ON M5H 3S1, Canada.

We are holding the Annual Meeting for the following purposes, which are more fully described in the attached proxy statement (the "Proxy Statement") accompanying this Notice:

(1) To consider, and if deemed advisable, elect as directors the four nominees named in the Proxy Statement for a term of office expiring at the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified.

(2) To consider, and if deemed advisable, re-appoint Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2024 and authorize the directors to fix their remuneration.

(3) To consider and, if deemed advisable, approve, an amendment to the Company's 2022 Incentive Compensation Plan (the "2022 Plan") to increase the number of shares issuable thereunder from 950,000 to 2,500,000 shares (the "2022 Plan Amendment Proposal").

(4) To consider and if deemed advisable, approve the grant of Stock Appreciation Rights to the Company's Chief Executive Officer and Chief Financial Officer, as described in more detail in the Proxy Statement.

(5) To consider and, if deemed advisable, approve the issuance of 635,363 shares in accordance with Nasdaq Listing Rule 5635(a) to acquire the minority interest of TruHC Pharma GmbH ("Share Issuance Proposal").

(6) To consider any other business that is properly presented at the meeting and any adjournment or postponement thereof.

Only holders of our common shares ("Common Shares" at the close of business on June 25, 2024 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournments thereof. Each of the voting matters set forth in Items 1-5 above are deemed to be a "Proposal" and collectively, the "Proposals."The vote required to approve the resolutions to be presented is set forth in each proposal brought for shareholders' approval in the accompanying Proxy Statement.

The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about July 5, 2024 and will be available athttps://www.cstproxy.com/floragrowth/2024.

Your vote is very important. Shareholders may vote their shares (1) at the Annual Meeting, (2) through the Internet in advance athttps://www.cstproxy.com/floragrowth/2024, or (3) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting through the Internet (including voting deadlines) are included in the Proxy Statement and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions in this Notice, in the section titled "INFORMATION ABOUT OUR ANNUAL AND SPECIAL MEETING" of the Proxy Statement or on the proxy card.Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Proxy Statement or the proxy card you received in the mail.

By order of the Board of Directors,

/s/ Clifford Starke

Clifford Starke

Chief Executive Officer

Fort Lauderdale, Florida

June 28, 2024

TABLE OF CONTENTS

• To be voted on at the meeting