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): June 6, 2023

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

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

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 5.07  Submission of Matters to a Vote of Security Holders.

On June 6, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), held its 2023 Annual and Special Meeting of Shareholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1: Election of eiht directors to the Board of Directors of the Company (the “Board”) to hold office until the Company’s 2024 Annual Meeting of Shareholders or until their respective successors are elected or appointed:

Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2023 and authorization of the Board to fix their renumeration.

Proposal 3: Approval of an amendment to the articles of the Company, as amended from time to time (the “Articles”), to effect a reverse stock split with respect to the Company’s issued and outstanding common shares, no par value, on the basis of the consolidation ratio to be selected by the Board within a range between 5 pre-consolidation shares for 1 post-consolidation share and 25 pre-consolidation shares for 1 post-consolidation share.

Proposal 4: Approval of an amendment to the Company’s Articles to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares and the preferred shares, as a class.

Proposal 5: Approval of a special resolution authorizing the Board, in its sole discretion, to amend the Company’s Articles to change the name of the Company to “Just Brands Corp.” or to such other name as the Board, in its sole discretion, determines to be appropriate and which the Director under the Business Corporations Act (Ontario) may accept.

Proposal 6: Approval of an amendment to the Company’s 2022 Incentive Compensation Plan to increase the number of shares issuable thereunder from 6 million to 19 million shares.

No other matters were considered or voted upon at the Annual Meeting.

SIGNATURES

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