UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 299, 2025

FLORA GROWTH CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-40397	Not Applicable
(State or other jurisdiction	(Commission	(~~I.R.S.~~IRS Employer
of incorporation)	File Number)	Identification No.)

3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida, United States 33132
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (954) 842-4989

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares, no par value		FLGC		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

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 13(a) of the Exchange Act. ☐

Item 87.01 ~~Other~~Regulation ~~Information.~~FD Disclosure

On October 9, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") ~~has~~published ~~filed~~ a ~~prospectus~~blog ~~supplement~~post (related to an update on the ~~"ATM~~Company's ~~Prospectus~~financials ~~Supplement")~~and toprogress. ~~its~~A ~~effective~~copy Uof that blog post is furnished as Exhibit 99.S.1 ~~registration~~to ~~statement~~this Current Report on Form S8-3K ~~(File~~and ~~No.~~incorporated ~~333-274204)~~herein in ~~connection~~its ~~with~~entirety ~~its~~by ~~"at~~reference. ~~the~~Such ~~market"~~blog ~~Sales~~post, ~~Agreement~~including ~~with~~any ~~Revere~~information ~~Securities~~that ~~LLC~~is incorporated herein, ~~dated~~is ~~September~~being ~~23,~~furnished ~~2025.~~and ~~Pursuant~~shall tonot be deemed "filed" for purposes of Section 18 of the ~~ATM~~Securities ~~Prospectus~~Exchange ~~Supplement~~Act of 1934, as amended (the ~~Company~~"Exchange ~~may~~Act"), ator ~~its~~otherwise ~~discretion~~be ~~from~~subject ~~time~~ to ~~time~~the liabilities of that section, ~~sell~~nor upshall it be deemed to anbe ~~additional~~incorporated $3by reference in any filing under the Securities Act of 1933,~~450~~ as amended,~~000~~ or the rules and regulations of ~~common~~the ~~shares~~SEC ~~under~~thereunder, ~~its~~or ~~"at~~the Exchange Act or the ~~market"~~rules ~~program~~and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.

ByItem ~~filing the ATM Prospectus Supplement, the offering of common shares under the prospectus supplement dated September 23, 2025 (the "Previous Prospectus Supplement") is hereby terminated~~9.01 ~~The~~Financial ~~Company~~Statements ~~sold~~and ~~common shares with an aggregate value of $129,482 under the Previous Prospectus Supplement~~Exhibits.

~~Item~~(d) ~~9.01.~~ Exhibits.

Exhibit	Description
99.1	Blog post of Flora Growth Corp. dated October 9, 2025
5.1	Opinion of Fogler, Rubinoff LLP
8.1	Opinion of Dorsey & Whitney LLP
23.1	Consent of Fogler, Rubinoff LLP (included in Exhibit 5.1)
23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 8.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~Cautionary Statement Regarding Forward-Looking Statements

~~Pursuant~~This toreport contains "forward-looking statements" within the ~~requirements~~meaning of the safe harbor provisions of the U.S. Private Securities ~~Exchange~~Litigation Reform Act of ~~1934~~1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "believe," "project," "estimate," "expect," strategy," "future," "likely," "may,", "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's ~~has~~current ~~duly~~beliefs, ~~caused~~expectations, ~~this~~and ~~report~~assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to bethe ~~signed~~future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. The Company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) fluctuations in the market price of $0G, the native cryptocurrency of the distributed AI infrastructure project 0G ("0G") and any associated impairment charges that the Company may incur as a result of a decrease in the market price of 0G below the value at which the Company's 0G are carried on its ~~behalf~~balance bysheet; (ii) volatility in our share price, including due to future issuances of common shares and securities convertible into common shares; (iii) the ~~undersigned~~effect ~~hereunto~~of ~~duly~~and ~~authorized~~uncertainties related the ongoing volatility in interest rates; (iv) our ability to achieve and maintain profitability in the future; (v) the impact on our business of the regulatory environment and complexities with compliance related to such environment including changes in securities laws or other laws or regulations; (vi) changes in the accounting treatment relating to the Company's 0G holdings; (vii) our ability to respond to general economic conditions; (viii) our ability to manage our growth effectively and our expectations regarding the development and expansion of our business; (ix) our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth and (x) other risks and uncertainties more fully in the section captioned "Risk Factors" in the Company's most recent Annual Report on Form 10-K and other reports and/or registration statements we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company's actual results may differ materially from the expected results discussed in the forward-looking statements contained in this report. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

	FLORA GROWTH CORP.
	(Registrant)
Dated: September 29, 2025	By: /s/ Dany Vaiman
	Dany Vaiman
	Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLORA GROWTH CORP.

Date: October 10, 2025	By:	/s/ Dany Vaiman
	Name:	Dany Vaiman
	Title:	Chief Financial Officer

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