Flora Growth Corp 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto . Commission file number001-40397 Flora Growth Corp.(Exact Name of Registrant as Specified in Its Charter) Not Applicable(I.R.S. EmployerIdentification No.) Province ofOntario(State or Other Jurisdiction ofIncorporation or Organization) 3230 W. Commercial Boulevard,Suite 180Fort Lauderdale,FL33309(Address of Principal Executive Offices) (Zip Code) (954)842-4989(Registrant's Telephone Number, Including Area Code) Securities registered pursuant to section 12(b) of the Act: Name of Each Exchange on WhichRegisteredNasdaqCapital Market Trading SymbolFLGC Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June 30, 2024, the last business day of the registrant's most recently completed second quarter, the aggregate market valueof the registrant's common stock held by non-affiliates of the registrant was approximately $9.6million based on the closing price asreported on the Nasdaq Capital Market on that date. For purposes of determining this number, all named executive officers anddirectors of the registrant as of June 30, 2024 were considered affiliates of the registrant. This number is provided only for thepurposes of this Annual Report on Form 10-K, and does not represent an admission by either the registrant or any such person as to theaffiliate status of such person. As of March 22, 2025, the registrant had19,435,642shares of its common stock, no par value ("Common Shares") outstanding. TABLE OF CONTENTS PagePart I.Item 1.Business5Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity35Item 2.Properties36Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures38Part II.Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.[Reserved]48Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures about Market Risk65Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure119Item 9A.Controls and Procedures119Item 9B.Other Information119Item 9C.Disclosure regard