Flora Growth Corp.

S-11 forms1.htm FORM S-1

As filed with the Securities and Exchange Commission on November****28, 2025

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER****THE SECURITIES ACT OF 1933

FLORA GROWTH CORP.

(Exact Name of Registrant as Specified in Its Charter)

**3230 W. Commercial Boulevard, Suite 180

****Fort Lauderdale, Florida 33309

**Tel: (954) 842-4989

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive

Offices)

Dany Vaiman

Chief Financial Officer

**3230 W. Commercial Boulevard,

Suite 180

**Fort Lauderdale, Florida 33309

Tel: (954) 842-4989

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of communications to:

**Richard Raymer

****Nicholas Arruda

****Dorsey & Whitney LLP

****Toronto-Dominion Centre

****66 Wellington St. W, Suite 3400

****Toronto, ON M5K 1E6, Canada

**(416) 367-7370

Approximate Date of Commencement of Proposed Sale to the Public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED November 28, 2025

PRELIMINARY PROSPECTUS

Flora Growth Corp.

Resale of up to 6,300,000 Common Shares Offered by the Selling Shareholder

This prospectus relates to the potential offer and sale from time to time by White Lion Capital LLC (“White Lion” or the “Selling Shareholder”) of up to 6,300,000 common shares, no par value (the “Shares”) of Flora Growth Corp. (the “Company”), an Ontario, Canada corporation, that have been or may be issued by us to the Selling Shareholder pursuant to that certain share purchase agreement, dated as of November 28, 2025, by and between the Company and the Selling Shareholder (the “ELOC Agreement”), establishing an equity line of credit (“ELOC”).

Pursuant to the terms of the ELOC Agreement, we may elect, in our sole discretion, to issue and sell to the Selling Shareholder, from time to time, up to $25 million of Shares after the date of this prospectus, which amount may be increased to up to an aggregate of $50 million of common shares upon mutual agreement by the parties and subject to the satisfaction of certain conditions. This prospectus covers the resale by the Selling Shareholder of an aggregate of 6,300,000 Shares, comprised of: (i) the Initial Commitment Shares (as defined herein); and (ii) the Shares that we may, in our sole discretion, elect to issue and sell to White Lion, from time to time after the date of this prospectus, as part of the $50 million Total Commitment pursuant to the ELOC Agreement. We have not yet sold any Shares to White Lion under the ELOC Agreement. See “ELOC Financing” for a description of the ELOC Agreement and “Selling Shareholder” for additional information regarding the Selling Shareholder.

The Selling Shareholder may sell or otherwise dispose of our Shares described in this prospectus in a number of different ways and at varying prices. See "Plan of Distribution" for more information about how the Selling Shareholder may sell or otherwise dispose of such Shares. White Lion is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act").

Our common shares are traded on the Nasdaq Capital Market tier of the Nasdaq Stock Market LLC (“Nasdaq” or “Nasdaq Stock Market”) under the symbol “FLGC”. On November 26, 2025, the last reported per share sale price of our common shares on Nasdaq was $8.00.

We are an "emerging growth company" and a "smaller reporting company" under the federal securities laws, and as such, have elected to comply with certain reduced public company reporting requirements. See "Prospectus Summary - Implications of Being an Emerging Growth Company","Prospectus Summary - Implications of Being a Smaller Reporting Company" and* "Risk Factors - Risks Related to this Offering and Ownership of Our Shares*."

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025

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