Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Flora Growth Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
339764102 (CUSIP Number) |
Daniel Reis-Faria 40 King Street W., Suite 2400, Toronto, A6, M5H 3Y2 (954) 842-4989 Richard Raymer Dorsey & Whitney LLP, 66 Wellington St. W., Suite 3400 Toronto, A6, M5K 1E6 (416) 367-7370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 339764102 |
| 1 |
Name of reporting person
Reis-Faria Daniel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,954,743.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
89.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
Flora Growth Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
3230 W. Commercial Blvd., Suite 180, Fort Lauderdale,
FLORIDA
, 33132. |
| Item 2. | Identity and Background |
| (a) | Daniel Reis-Faria |
| (b) | 40 King Street W., Suite 400 Toronto, Ontario M5H 3Y2 Canada |
| (c) | Chief Executive Officer of Issuer |
| (d) | The Reporting Person has not, during the last five years, been convicted in a crimial proceeding (excluding traffic violations or similar misdemeanors). |
| (e) |
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
PF | |
| Item 4. | Purpose of Transaction |
On September 20, 2025, the Reporting Person was appointed as a director and as Chief Executive Officer of the Issuer. On October 9, 2025, the Reporting Person purchased 5,954,743 Token Pre-Funded Warrants (the "Warrants") from the Issuer at a purchase price of $25.1899 per Warrant, having an approximate total value of $149,999,977. Subject to shareholder approval, the Warrants are exercisable for Common Shares, no par value, of the Issuer, at an exercise price of $0.0001 per Warrant. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 89.3% |
| (b) | 5,954,743 |
| (c) | Issuer private placement purchase of Token Pre-Funded Warrants on October 9, 2025. The percentage holdings in Item 5(a) are based on a total of 712,355 outstanding common shares of the Issuer on October 9, 2025. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Securities Purchase Agreement dated as of October 9, 2025, by and between the Company and the Reporting Person and the other Token Pre-Funded Warrant investors identified therein Employment Agreement dated September 20, 2025, by and between Flora Growth Corp. and Daniel Reis-Faria | |
| Item 7. | Material to be Filed as Exhibits. |
10.x Form of Securities Purchase Agreement, dated as of October 9, 2025 by and between the Company and the Token Investors identified therein (incorporated by reference to Exhibit 10.x of 8-K filed with the SEC on September 23, 2025 10.6 Employment Agreement dated September 20, 2025, by and between Flora Growth Corp. and Daniel Reis-Faria (incorporated by reference to Exhibit 10.6 of 8-K filed with the SEC on September 23, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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