Flora Growth Corp美股招股说明书(2025-09-29版)

Prospectus Supplement Flora Growth Corp. (the "Company" or "Flora") is offering to sell common shares, no par value, of the Company (the "commonshares"), having an aggregate offering price of up to $3,450,000 pursuant to this prospectus supplement and the accompanying baseprospectus. We have entered into a Sales Agreement dated September 23, 2025 (the "Sales Agreement") with Revere Securities LLC (the "SalesAgent") relating to the sale of common shares. In accordance with the terms of the Sales Agreement and this prospectus supplement,we may offer and sell common shares having an aggregate offering price of up to $3,450,000 (the "offering"), from time to time on orafter the date hereof, through the Sales Agent. Our common shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FLGC.”The last reported sale price ofour common shares on Nasdaq on September 26, 2025 was $21.10 per share. By filing this prospectus supplement, the offering of common shares under the prospectus supplement dated September 23, 2025 (the“Previous Prospectus Supplement”) is hereby terminated. The Company sold common shares with an aggregate value of $129,482under the Previous Prospectus Supplement. As of the date of this prospectus supplement, the aggregate market value of our outstanding common shares held by non-affiliates, orour public float, was $21.4 million based on 639,802 outstanding common shares held by non-affiliates and a per share price of$33.51, which was the closing price of our common shares on September 22, 2025 and is the highest closing sale price of our commonshares on Nasdaq within the prior 60 days. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in apublic primary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as ourpublic float remains below US$75 million and General Instruction I.B.6 of Form S-3 continues to apply to us. As of the date of thisprospectus supplement, we have sold $3,691,982 in securities pursuant to General Instruction I.B.6. of Form S-3 (including the valueof the common shares sold under the Previous Prospectus Supplement) during the prior 12-month calendar period that ends on, andincludes, the date of this prospectus supplement (but excluding this offering). We are thus currently eligible to offer and sell up to anaggregate of $3,450,000 of our securities pursuant to General Instruction I.B.6 of Form S-3. We are an emerging growth company and a smaller reporting company under Rule 405 of the United States Securities Act of 1933, asamended (the "Securities Act"), and, as such, have elected to comply with certain reduced public company reporting requirements forthis prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein andfuture filings. Investing in these securities involves certain risks. See "Risk Factors" on page S-5 of this prospectus supplement and theaccompanying base prospectus, as well as the risk factors incorporated by reference into this prospectus supplement andaccompanying base prospectus for a discussion of the factors you should carefully consider before deciding to purchase thesesecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Sales Agent Revere Securities LLC The date of this prospectus supplement is September 29, 2025 ProspectusSupplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATIONS-13USE OF PROCEEDSS-14DILUTIONS-14DESCRIPTION OF SECURITIESS-15PLAN OF DISTRIBUTIONS-16CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-17LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-25ProspectusPageAbout This Prospectus3Risk Factors4Cautionary Statement Regarding Forward-Looking Statements5Our Company6Use of Proceeds8Description of Common Shares9Description of Warrants11Description of Units14Plan of Distribution15Legal Matters16Experts16Enforceability of Civil Liabilities16Where You Can Find More Information16Incorporation of Certain Documents by Reference17ABOUT THIS PROSPECTUS SUPPLEMENT All references to the terms the "Company," "Flora," "we," "us" and "our" in this prospectus supplement refer to Flora Growth Corp., acorporation organized under the laws of the Province of Ontario, and its consolidated subsidiaries, unless the context requiresotherwise. This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 that we filedwith the Securities and Exchange Commission (the "Commission" or the "SEC") utilizing the Comm