Flora Growth Corp美股招股说明书(2026-01-27版)

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, asamended, but the information in this preliminary prospectus supplement is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying base prospectus are not an offer to sell and are not soliciting anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 27, 2026 PROSPECTUS SUPPLEMENT(To Prospectus dated September 6, 2023) FLORA GROWTH CORP. Common Shares Flora Growth Corp. (the “Company” or “Flora” or “we” or “our” or “us”) is offering up tocommon shares of the Company,no par value per share (the “Common Shares”), pursuant to this prospectus supplement and the accompanying prospectus (the“Offering”). Our Common Shares are listed and traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FLGC” On January 26, 2026,the last reported sale price of our Common Shares on Nasdaq was $6.32 per share. As of the date of this prospectus supplement (the “Prospectus Supplement”), the aggregate market value of our outstanding CommonShares held by non-affiliates, or our public float, was $25.1 million, based on 2,404,524 outstanding Common Shares held by non-affiliates as of January 26, 2026 and a per share price of $10.45, which was the closing price of our Common Shares on December 4,2025 and is the highest closing sale price of our Common Shares on Nasdaq within the prior 60 days. In no event will we sellsecurities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third ofour public float in any 12-month calendar period so long as our public float remains below US$75 million and General InstructionI.B.6 of Form S-3 continues to apply to us. As of the date of this Prospectus Supplement, we have offered and sold $1,622,550 insecurities pursuant to General Instruction I.B.6. of Form S-3 (including the value of the Common Shares sold under the prospectussupplement dated September 29, 2025) during the prior 12-month calendar period that ends on, and includes, the date of thisProspectus Supplement (but excluding this Offering). We are thus currently eligible to offer and sell up to an aggregate of $6,753,209of 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 Securities Act of 1933, as amended (the"Securities Act"), and, as such, have elected to comply with certain reduced public company reporting requirements for this ProspectusSupplement, the accompanying base prospectus and the documents incorporated by reference herein and therein and future filings. Investing in our securities involves significant risks. Before making an investment decision, you should carefully review andconsider all of the information set forth in this Prospectus Supplement, the accompanying base prospectus (the “Prospectus”)and the documents incorporated by reference herein and therein, including the risks and uncertainties described under “RiskFactors” beginning on page S-12 of this Prospectus Supplement and the risk factors incorporated by reference into thisProspectus Supplement and the accompanying Prospectus. Neither the Securities and Exchange Commission (the "SEC"), the securities regulatory authorities in Canada, nor any statesecurities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of thisProspectus Supplement. Any representation to the contrary is a criminal offense. The Common Shares offered hereby have not been qualified for distribution by prospectus under the securities laws of anyprovince or territory of Canada and are not being offered in Canada or to any resident of Canada. Share (1)We have agreed to reimburse the underwriter for certain expenses, in addition to the underwriting compensation we arecontractually obligated to pay. See “Underwriting” on page S-33 of this Prospectus Supplement for additional disclosuresregarding underwriting compensation and estimated offering expenses The underwriter expects to deliver the Common Shares, against payment, on or about January, 2026, subject to customary closingconditions. Sole Book Running ManagerR.F. Lafferty & Co., Inc. The date of this Prospectus Supplement is January, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-2PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-10RISK FACTORSS-12CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-15USE OF PROCEEDSS-17BUSINESSS-17ENFORCEMENT OF CIVIL LIABILITIESS-29CAPITALIZATIONS-29DILUTIONS-29DESCRIPTION OF SECURITIES BEING DISTRIBUTEDS-31UNDERWRITINGS-33CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-36LEGAL MATTERSS-47EXPERTSS-47DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIESS-48WHERE YOU CAN FIND MORE INFORMATI