Fort Lauderdale, Florida--(Newsfile Corp. - July 31, 2025) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company"), today announced that it will effect a 1-for-39 share consolidation of the Company's issued and outstanding common shares (the "Share Consolidation"). The Share Consolidation will be effective at 5:00 p.m. Eastern Time on August 3, 2025. The Company's common shares (the "Common Shares") are expected to begin trading on The Nasdaq Capital Market on a post-Share Consolidation basis at the open of trading on August 4, 2025.
The Company's shareholders previously approved the Share Consolidation at the annual and special meeting of shareholders held on June 30, 2025 at a ratio ranging from 1-for-10 up to a ratio of 1-for-100, such ratio and the implementation and timing of such Share Consolidation to be determined by the Company's board of directors (the "Board") at its sole discretion, if at all, within one year of the date the proposal is approved by shareholders.
The principal purpose of the Share Consolidation is to increase the bid price of our Common Shares to regain compliance with the continued listing requirements of the Nasdaq Capital Market. The new CUSIP number for the Common Shares is 339764300 and the new ISIN is CA3397643006 as of 5:00 p.m. Eastern Time August 3, 2025. The Common Shares will continue to trade on the Nasdaq Capital Market under the existing ticker "FLGC".
As a result of the Share Consolidation, every 39 Common Shares issued and outstanding will be automatically reclassified into one new Common Share. The Share Consolidation will not modify any rights or preferences of the shares of the Company's Common Shares. Proportionate adjustments will be made to the per share exercise price and the number of Common Shares issuable upon the exercise or conversion of outstanding equity awards, convertible securities and warrants, as well as to the number of Common Shares issued and issuable under the Company's equity incentive plans.
The Common Shares issued pursuant to the Share Consolidation will remain fully paid and non-assessable. The Share Consolidation will not affect the par value of the Common Shares nor will it change the voting power of such holders of our outstanding Common Shares.
No fractional shares will be issued in connection with the Share Consolidation. Shareholders who otherwise would be entitled to receive a fractional share because they hold a number of shares not evenly divisible by the Share Consolidation ratio will automatically be entitled to receive an additional fraction of a Common Share to round up to the next whole share. Cash will not be paid for fractional shares.
Shareholders owning pre-Share Consolidation Common Shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Share Consolidation and will not be required to take further action in connection with the Share Consolidation, subject to brokers' particular processes. Similarly, registered shareholders holding pre-Share Consolidation Common Shares electronically in book-entry form are also not required to take further action in connection with the Share Consolidation.
Additional information about the Share Consolidation can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 6, 2025, which is available free of charge at the SEC's website, www.sec.gov/edgar, and on the Company's website at https://www.floragrowth.com/.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).
Investor Relations:
Investor Relations ir@floragrowth.com
Clifford Starke Clifford.Starke@floragrowth.com
Media:
media@floragrowth.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260757
SOURCE: Flora Growth Corp.
