ZeroStack 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. )

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

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☐ Preliminary Proxy Statement

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☑ 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)

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Flora Growth Corp.

3230 W. Commercial Boulevard, Suite 180

Fort Lauderdale, Florida 33309

+1 (954) 842-4989

To the Shareholders of Flora Growth Corp.

You are cordially invited to attend the 2025 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 June 30, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held at the offices of the Company's legal counsel, Dorsey & Whitney LLP, 66 Wellington Street West, Suite 3400, Toronto, ON M5K 1E6, 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 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 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 June 30, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held at the offices of the Company's legal counsel, Dorsey & Whitney LLP, 66 Wellington Street West, Suite 3400, Toronto, ON M5K 1E6, 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 2026 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, 2025 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 as amended on June 6, 2023 and August 14, 2024 to increase the number of shares issuable thereunder from 2,500,000 to 4,500,000 shares.

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

(5) To consider and if deemed advisable, approve a proposal to give our Board of Directors (the "Board") the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to effect a share consolidation of the Company's outstanding common shares, no par value per share (the "Common Shares"), at a ratio not less than 10:1 and not greater than 100:1, without reducing the authorized number of Common Shares, with the final ratio to be selected by our Board in its discretion following shareholder approval, 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 shareholder.

(6) To consider and, if deemed advisable, approve the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers.

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

Only holders of our Common Shares at the close of business on May 30, 2025 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 1-6 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.

This Notice of the Annual Meeting, this Proxy Statement, including the form of proxy and our 2024 Annual Report (as defined in the proxy statement) are first being mailed to shareholders on or about June 2, 2025.

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/2025, 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

May 5, 2025

TABLE OF CONTENTS

• To be voted on at the meeting