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) |
Richard Raymer Dorsey & Whitney LLP, 66 Wellington St. W., Suite 3400 Toronto, A6, M5K 1E6 (416) 367-7370 Michael Heinrich Zero Gravity Labs Inc., 548 Market Street, PMB 33721 San Francisco, CA, 94104 (416) 861-2267 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/23/2025 (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
Heinrich Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,902,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
87.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 339764102 |
| 1 |
Name of reporting person
Zero Gravity Labs Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,902,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
87.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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) | i) Michael Heinrich (the "Reporting Person") ii) Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person ("0G") |
| (b) | i) and ii) 548 Market Street, PMB 33721, San Francisco, CA 94104 |
| (c) | The present occupation of the Reporting Person is Chief Executive Officer of 0G, 548 Market Street, PMB 33721, San Francisco, CA 94104. The Reporting Person is also a director and the Chairman of the Board of the Issuer as of September 20, 2025. |
| (d) | The Reporting Person and 0G have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person and 0G have 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) | i) United States ii) Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
i) and ii) OO | |
| Item 4. | Purpose of Transaction |
On September 20, 2025, the Reporting Person was appointed as a director and as the Chairman of the Board of the Issuer. On October 22, 2025, the Issuer's shareholders approved the issuance of a convertible promissory note dated October 23, 2025 (the "Note") to 0G. The principal amount of the Note, having a U.S. dollar value of $150,000,000, may be converted at the option of the OG into common shares of the Issuer at a conversion price of US$33.34 per share. The total number of Issuer common shares underlying the principal amount of the Note are 4,499,100. The total number of common shares of the Issuer underlying the interest on the Note, projected through September 30, 2026 are 403,120. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 4,902,000 common shares; 87.0% |
| (b) | i) Total sole voting and dispositive authority: 4,902,220; total shared voting and dispositive authority: 0; Total Shares: 4,902,220; Percentage - 87.0% ii) Total sole voting and dispositive authority: 0; total shared voting and dispositive authority: 4,902,220; Total Shares: 4,902,220; Percentage - 87.0% |
| (c) | On September 20, 2025, the Reporting Person was appointed as a director and as the Chairman of the Board of the Issuer. On September 19, 2025, the Issuer entered into a loan agreement with 0G whereby the Issuer agreed to issue to 0G a total of 1,786,432 exercisable for common shares of the Issuer at an exercise price of $0.01 per share. The warrants were cancelled and replaced with the Note on October 23, 2025, following shareholder approval. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Form of Convertible Note dated September 22, 2025, between the Issuer and 0G | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 4.4 Form of Convertible Note dated as of September 22, 2025 (incorporated by reference to Exhibit 4.4 of 8-K filed with the SEC on September 23, 2025) Exhibit 99.1 - Joint Filing Agreement dated October 26, 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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