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. )

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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 Special Meeting of Shareholders (the "Meeting") of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") to be held on December 19, 2025, at 11:00 a.m. Eastern Time. The 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 Meeting are described in detail in the accompanying Notice of 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 Meeting. Your vote by proxy will ensure your representation at the 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 Meeting.

Thank you for your continued investment in Flora Growth Corp.

/s/ Daniel Reis-Faria

Daniel Reis-Faria

Chief Executive Officer

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 19, 2025

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 Special Meeting of Shareholders (including any adjournments or postponements thereof, the "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 December 19, 2025, at 11:00 a.m. Eastern Time. The 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 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, to give our Board of Directors (the "Board") the authority, at its discretion, to file Articles of Amendment (an "Amendment") to the Company's amended and restated Articles of Incorporation (the "Articles") to change the name of the Company to "ZeroStack Corp." or to such other name as the Board, in its sole discretion, determines to be appropriate.

(2) To consider and, if deemed advisable, to give our Board the authority, at its discretion, to file an Amendment to the Articles to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares, no par value, of the Company (the "Common Shares") and the preferred shares, as a class.

(3) To consider and, if deemed advisable, approve, an amendment (the "2022 Plan Amendment") to the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025 (the "2022 Plan"), to (i) increase the number of Common Shares issuable thereunder from 115,385 to 10% of the fully diluted Common Shares as of the date the shareholders approve the 2022 Plan Amendment and (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 21,795 to the lower of (A) 2,000,000 and (B) the number of Common Shares issued and outstanding as of the date the shareholders approve the 2022 Plan Amendment.

(4) To consider and, if deemed advisable, approve the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman.

(5) To consider and, if deemed advisable, approve for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying pre-funded warrants and warrants sold in the Company's private placement transactions entered into by the Company with certain investors, pursuant to securities purchase agreements, dated September 19, 2025 (the "September 2025 Private Placement").

(6) To consider and, if deemed advisable, approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of Common Shares underlying the convertible note issued to DeFi Development Corp in the Company's September 2025 Private Placement.

(7) To consider and, if deemed advisable, approve for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying the convertible note issued to Zero Gravity Labs Inc. in the Company's September 2025 Private Placement.

(8) To consider and, if deemed advisable, to give our Board the authority, at its discretion, to file an Amendment to the Articles to effect a forward share split of the Company's outstanding Common Shares, at a ratio between 2:1 to 10:1, without reducing the authorized number of Common Shares, to be effected, if at all, in the sole discretion of our Board at any time within one year of the date of the Meeting without further approval or authorization of our shareholders.

(9) To consider and, if deemed advisable, approve one or more adjournments or postponements of the Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Meeting to approve one or more of Proposals Nos. 1-8 at the time of such adjournment or postponement or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate.

(10) To consider any other business that is properly presented at the Meeting.

Only holders of our Common Shares at the close of business on October 27, 2025 are entitled to notice of and to attend and vote at the Meeting and any adjournments thereof. Each of the voting matters set forth in Items 1-9 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 November 7, 2025 and will be available athttps://www.cstproxy.com/floragrowth/sm2025.

Your vote is very important. Shareholders may vote their shares (1) at the Meeting, (2) through the Internet in advance athttps://www.cstproxy.com/floragrowth/sm2025, 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 SPECIAL MEETING" of the Proxy Statement or on the proxy card.Whether or not you expect to attend the 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/ Daniel Reis-Faria

Daniel Reis-Faria

Chief Executive Officer

Fort Lauderdale, Florida

November 4, 2025

TABLE OF CONTENTS

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• To be voted on at the meeting

PROXY STATEMENT

You are receiving this proxy statement (the "Proxy Statement") because you owned common shares, no par value (the "Common Shares"), of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company" or "Flora"), as of October 27, 2025 (the "Record Date"), which entitles you to vote those shares at the 2025 Special Meeting of Shareholders (including any adjournments of or postponements thereof, the "Meeting"). Our Board of Directors (the "Board") is soliciting proxies from shareholders who wish to vote their shares at the Meeting. By using a proxy, you can vote even if you do not attend the Meeting. This Proxy Statement describes and provides information about the matters on which you are being asked to vote so that you can make an informed decision. Flora Growth Corp. is referred to in this document as "Flora", "we", "us", "our" and the "Company".

Electronic copies of the Notice of Special Meeting (the "Notice"), this Proxy Statement, including the form of proxy and our Annual Report for the fiscal year ended December 31, 2024 (the "2024 Annual Report") may be found and downloaded from https://www.cstproxy.com/floragrowth/sm2025. Otherwise, the materials are accessible onwww.sec.gov/edgar. Shareholders should review the information contained in this Proxy Statement together with our 2024 Annual Report, which accompanies this Proxy Statement.

Amounts are expressed in United States dollars ("$") unless otherwise stated.

Our Internet website and the information contained therein or linked thereto are not incorporated by reference or otherwise made a part of this Proxy Statement.