Core Viewpoint - Flora Growth Corp. is rebranding to ZeroStack and is the first public company to provide exposure to Decentralized AI through the accumulation of $0G, its native cryptocurrency [1][6] Proposal Summaries - **Proposal 1**: Authority granted to the Board to change the company's name to "ZeroStack Corp." with 307,327 votes for and 53,559 against [2] - **Proposal 2**: Authority granted to create a new class of preferred shares, with 165,494 votes for and 32,278 against [2] - **Proposal 3**: Approval of the 2022 Plan Amendment to increase the number of Common Shares from 115,385 to 10% of fully diluted shares, with 167,124 votes for and 30,477 against [2] - **Proposal 4**: Approval of stock options grant to the CEO, CFO, and Executive Chairman, with 166,325 votes for and 30,688 against [3] - **Proposal 5**: Approval for issuance of Common Shares underlying pre-funded warrants from private placement transactions, with 53,843 votes for and 27,150 against [3] - **Proposal 6**: Approval for issuance of Common Shares underlying a convertible note issued to DeFi Development Corp., with 53,843 votes for and 27,076 against [3] - **Proposal 7**: Approval for issuance of Common Shares underlying a convertible note issued to Zero Gravity Labs Inc., with 54,609 votes for and 27,033 against [3] - **Proposal 8**: Authority granted for a forward share split of outstanding Common Shares at a ratio between 2:1 to 10:1, with 280,700 votes for and 70,061 against [4] - **Proposal 9**: Approval for adjournments or postponements of the Meeting if necessary, with no specific vote count provided [4] Meeting Outcomes - All proposals (1 through 9) were approved during the Special Meeting of Shareholders [5]

Core Insights - Flora Growth Corp. experienced a 5.98% increase in after-hours trading, reaching a price of $10.55, following a closing price of $9.96, which was up 3.59% on Thursday [1][2]. Financial Overview - The company filed a Form 1-A with the SEC to sell up to 30 million common shares at $2.50 each, aiming to raise up to $75 million [2]. - Flora Growth reported cash and cash equivalents of $4.15 million, total revenues of $18.03 million, and costs and expenses of $14.17 million, resulting in a net loss of $3.4 million and basic earnings per share of negative $0.38 [3]. - The company holds total assets of $24.27 million, total liabilities of $21.13 million, and stockholders' equity of $3.13 million [4]. Market Performance - The stock has declined by 85.25% over the past year, with a market capitalization of $7.43 million and an annual trading range between $6.80 and $81.90 [4]. - Benzinga's Edge Stock Rankings indicate a negative price trend for FLGC stock across all time frames [5].

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) Ontario, Canada 2833 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 3230 ...

Core Insights - Flora Growth Corp. reported a quarterly loss of $4.93 per share, significantly worse than the Zacks Consensus Estimate of a loss of $2.13, marking an earnings surprise of -131.46% [1] - The company's revenues for the quarter ended September 2025 were $9.75 million, missing the Zacks Consensus Estimate by 22.14%, and down from $12.47 million a year ago [2] - Flora Growth shares have declined approximately 76.7% year-to-date, contrasting with the S&P 500's gain of 15.1% [3] Financial Performance - The company has not surpassed consensus EPS estimates over the last four quarters, indicating ongoing challenges in meeting market expectations [2] - The current consensus EPS estimate for the upcoming quarter is -$1.97 on revenues of $11.56 million, and for the current fiscal year, it is -$23.01 on revenues of $50.66 million [7] Market Outlook - The Zacks Rank for Flora Growth is currently 3 (Hold), suggesting that the stock is expected to perform in line with the market in the near future [6] - The Medical - Products industry, to which Flora Growth belongs, is currently ranked in the bottom 40% of over 250 Zacks industries, which may negatively impact stock performance [8]

Financial Performance - Revenue for the three months ended September 30, 2025, was $9.8 million, an increase of 35% from $7.2 million in the same period of 2024[179]. - Gross profit for the three months ended September 30, 2025, was $0.3 million, down from $0.5 million in 2024, resulting in a gross margin of 3% compared to 7% in 2024[180]. - Operating expenses increased to $3.6 million for the three months ended September 30, 2025, from $2.6 million in 2024, primarily due to a contingency loss[181]. - Net loss for the three months ended September 30, 2025, was $6.7 million, compared to a net loss of $3.8 million in 2024, driven by increased losses from discontinued operations[194]. - Revenue for the nine months ended September 30, 2025, totaled $26.3 million, a decrease from $28.2 million in the same period of 2024[195]. - Gross profit for the nine months ended September 30, 2025, was $1.5 million, down from $1.9 million in 2024, with a gross margin of 6% compared to 7% in 2024[196]. - Operating expenses for the nine months ended September 30, 2025, were $6.9 million, a slight decrease from $7.1 million in 2024, attributed to a gain on the disposal of insolvent subsidiaries[197]. - Share-based compensation expenses increased to $0.9 million for the nine months ended September 30, 2025, compared to $0.4 million in 2024, due to grants of SARs to key employees[202]. - Loss from discontinued operations totaled $3.0 million for the three months ended September 30, 2025, compared to $1.5 million in 2024, primarily due to goodwill impairment[193]. - Non-operating loss for the three months ended September 30, 2025, was $0.3 million, consistent with the same period in 2024, reflecting unrealized losses and foreign exchange impacts[191]. - Gain on disposal of insolvent subsidiaries totaled $1.1 million for the nine months ended September 30, 2025, compared to $nil for the same period in 2024[206]. - Other expenses increased to $1.4 million for the nine months ended September 30, 2025, up from $0.8 million in 2024, primarily due to a $0.6 million contingency loss related to a legal proceeding[207]. - Non-operating income was less than $0.1 million for the nine months ended September 30, 2025, compared to a non-operating loss of $0.2 million in 2024, driven by a $1.3 million gain on digital asset revaluation[208]. - The net loss remained consistent at $9.8 million for both the nine months ended September 30, 2025, and 2024[211]. Cash Flow and Financing - Cash at the end of the period increased to $13.1 million as of September 30, 2025, from $5.2 million at December 31, 2024[212]. - Net cash used in operating activities was $5.5 million for the nine months ended September 30, 2025, compared to $3.7 million in 2024[216]. - Net cash provided by financing activities totaled $12.1 million for the nine months ended September 30, 2025, significantly up from $3.1 million in 2024[217]. - The Company had working capital of $9.4 million as of September 30, 2025, including $13.1 million in cash[219]. - The Company raised $13.3 million in gross cash proceeds from the PIPE Offering that closed on September 26, 2025[222]. - The outstanding amount of credit facilities was €2.3 million ($2.7 million USD) as of September 30, 2025, with interest rates ranging from 4.76% to 5.08% per year[225]. Corporate Actions and Compliance - The Company generated approximately $1.1 million in net proceeds from the May 2025 Private Placement, using $0.4 million each to purchase Solana and Ethereum, and $0.1 million each for Sui and Ripple[153]. - The PIPE Offering on September 19, 2025, resulted in gross proceeds of $2.9 million from 116,340 common share units and $10.4 million from 412,037 pre-funded warrant units[154]. - The first closing of the PIPE Offering on September 26, 2025, yielded aggregate gross cash proceeds of $13.3 million and 2,592,212 PIPE Pre-Funded Warrants valued at $54.7 million[155]. - The Company transferred 100% of its legacy hemp and cannabis business subsidiaries on September 26, 2025, to Flora Growth US Holdings LLC, satisfying the balance receivable under promissory notes[160]. - The Company is in compliance with Nasdaq's Minimum Bid Price Requirement after a reverse stock split on August 3, 2025, which resulted in a closing bid price above $1.00 for 10 consecutive trading days[163]. - The Company is currently evaluating options to regain compliance with Nasdaq's Corporate Governance Requirements following the passing of an Independent Director on August 25, 2025[165]. Business Operations - The Company operates as a global pharmaceutical distributor through its subsidiary Phatebo, focusing on 28 countries, primarily in Europe[151]. - The Company plans to utilize proceeds from the Cryptocurrency Offering to enhance its digital asset treasury strategy linked to 0G Tokens[157]. - The Company recognizes revenue at the transaction price upon transferring control of goods to customers, with payment terms generally ranging from 0 to 30 days[170]. - The Company includes costs of raw materials, purchased finished goods, and inventory reserves in its cost of sales, which can be impacted by various factors including product volume and mix[171].

Core Insights - Flora Growth Corp. will rebrand as ZeroStack, focusing on decentralized AI treasury management [1][5] - The company has appointed BitGo Trust Company for institutional-grade custody of its $0G treasury, emphasizing security and regulatory compliance [1][2][4] Company Overview - ZeroStack is the first and largest decentralized AI treasury company, investing in AI infrastructure through strategic ownership in 0G, which operates an open and decentralized AI network powered by the $0G token [3][5] - The company also functions as a global pharmaceutical distributor via its subsidiary Phatebo GmbH [5] BitGo's Role - BitGo has been providing digital asset infrastructure services since 2013, including custody, wallets, and trading, and is recognized for its focus on security and regulatory compliance [2][6] - The partnership with BitGo reflects ZeroStack's commitment to transparency and operational controls, addressing custody risks for crypto investors [4][6]

Group 1 - The article does not provide any specific content or key points related to a company or industry [1]

Core Insights - Flora Growth Corp. is transitioning to ZeroStack and has made its first purchase of 0G cryptocurrency, acquiring 772,200 tokens at an average price of $2.59, following a $401 million fundraising effort [1][5] - The company aims to establish itself as a leading public vehicle for Decentralized AI exposure, with a long-term strategy to hold and stake the purchased 0G tokens [5][6] - As of October 6, 2025, the company holds a total of 122,538,335 0G tokens, valued at approximately $352 million, with a partially adjusted total of 9,809,754 common shares outstanding [7] Company Strategy - The acquisition of 0G is part of the company's broader vision to connect traditional investors with the Decentralized AI economy, creating a regulated and transparent pathway to 0G [5][6] - The company plans to leverage its treasury strategy to enhance the adoption of 0G and support the growth of the Decentralized AI network [5] Financial Metrics - Total 0G held: 122,538,335 tokens [7] - Total 0G equivalents held (USD): Approximately $352 million [7] - Partially adjusted total common shares outstanding: 9,809,754 shares [7] - 0G per share ("ZGPS"): 12.491 [7] - ZGPS (USD): $35.85 [7]

Group 1 - DeFi Development Corp. (NASDAQ:DFDV) has partnered with Flora Growth Corp., soon to be renamed ZeroStack, to develop the 0G Network, a decentralized blockchain for scaling AI workloads [1][2] - DFDV has exchanged SOL tokens for a convertible note and equity in ZeroStack, which will also manage the SOL as part of its balance sheet [2][3] - The partnership aims to integrate Solana's ecosystem with 0G's decentralized AI platform, facilitating new AI-driven applications [3][6] Group 2 - ZeroStack is preparing for a rebranding and has announced a private placement to raise digital assets and cash, with notable investors including Hexstone Capital and Carlsberg SE Asia PTE Ltd. [4][5] - The funds raised will be used to expand holdings of the 0G token, which is essential for the 0G infrastructure [5] - Leadership changes have been announced, with Michael Heinrich becoming executive chairman and Daniel Reis-Faria as CEO [5] Group 3 - The 0G Network has demonstrated the capability to train a 107 billion-parameter model using distributed clusters, surpassing benchmarks set by Google's DiLoCo project [6] - The network aims to decentralize AI development and lessen reliance on centralized data centers by integrating storage, compute, and training capabilities [6] Group 4 - DFDV will host an X Spaces discussion on September 23, 2025, to update investors on Treasury Accelerator initiatives, including the collaboration with ZeroStack [7] - Following the news, FLGC shares increased by 135.85% to $64.15, while DFDV shares decreased by 5.38% to $16.02 in premarket trading [7]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - AgriFORCE Growing Systems Ltd. (AGRI) has increased by 263% to $8.73 [3] - Qualigen Therapeutics, Inc. (QLGN) has risen by 212% to $8.87 [3] - Flora Growth Corp. (FLGC) is up 103% at $55.36 [3] - Boxlight Corporation (BOXL) has gained 102% to $3.16 [3] - Platinum Analytics Cayman Limited (PLTS) is up 96% at $14.00 [3] - Metsera, Inc. (MTSR) has increased by 59% to $52.99 [3] - Anywhere Real Estate Inc. (HOUS) is up 51% at $10.72 [3] - Fold Holdings, Inc. (FLD) has risen by 30% to $5.93 [3] - ARB IOT Group Limited (ARBB) is up 28% at $8.02 [3] - MBX Biosciences, Inc. (MBX) has increased by 26% to $12.64 [3] Premarket Losers - AlphaVest Acquisition Corp (ATMV) has decreased by 27% to $15.99 [4] - Helius Medical Technologies, Inc. (HSDT) is down 17% at $20.00 [4] - CEA Industries Inc. (BNC) has fallen by 15% to $8.20 [4] - Simpple Ltd. (SPPL) is down 13% at $5.00 [4] - FatPipe, Inc. (FATN) has decreased by 11% to $7.87 [4] - Tharimmune, Inc. (THAR) is down 11% at $3.20 [4] - Yueda Digital Holding (YDKG) has fallen by 11% to $2.98 [4] - American Battery Technology Company (ABAT) is down 10% at $2.94 [4] - AGM Group Holdings Inc. (AGMH) has decreased by 9% to $9.36 [4] - Antelope Enterprise Holdings Limited (AEHL) is down 5% at $3.38 [4]