FLGC Flora Growth Corporation

---

As filed with the Securities and Exchange Commission on November 15, 2023

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

FLORA GROWTH CORP.

(Exact name of Registrant as specified in its charter)

Ontario, Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida	33132
(Address of Principal Executive Offices)	(Zip Code)

Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023

(Full Title of the Plan)

Dany Vaiman

Chief Financial Officer

3406 SW 26th Terrace, Suite C-1

Fort Lauderdale, Florida 33312

(Name and address of agent for service)

(954) 842-4989

(Telephone number, including area code, of agent for service)

Copies to:

Richard Raymer

TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310

Toronto, ON M5J 2S1, Canada

Telephone: (416) 367-7388

---

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 650,000 shares of common shares, no par value per share (the "Common Shares") of Flora Growth Corp. (the "Registrant" or "Company") issuable under the Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023 (the "Plan"), none of which have been issued as of the date of this Registration Statement. These additional Common Shares are securities of the same class as other securities for which the Registrant previously filed Form S-8 Registration Statement for with the Securities and Exchange Commission (the "SEC") on July 29, 2022 (File No. 333-266400), February 11, 2022 (File No. 333-262660) and August 31, 2021 (File No. 333-259198).

---

INCORPORATION BY REFERENCE OF CONTENTS

OF REGISTRATION STATEMENTS ON FORM S-8

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the SEC on July 29, 2022 (File No. 333-266400), February 11, 2022 (File No. 333-262660) and August 31, 2021 (File No. 333-259198) are incorporated by reference herein.

Item 8. Exhibits.

Exhibit Number		Description
4.1		Articles of Incorporation of Flora Growth Corp. (incorporated by reference to Exhibit 2.1 of the Company's Form 1-A filed with the SEC on October 11, 2019).
4.2		Articles of Amendment of Flora Growth Corp., effective April 30, 2021 (incorporated by reference to Exhibit 3.3 of the Company's Form F-1 filed with the SEC on November 16, 2021).
4.3		Bylaw No. 1-A of Flora Growth Corp. (incorporated by reference to Exhibit 99.3 of the Company's Report on Form 6-K filed with the SEC on July 6, 2022).
4.4		Articles of Amendment of Flora Growth Corp. effective June 9, 2023 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on June 7, 2023).
4.5		Flora Growth Corp. 2022 Incentive Compensation Plan (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 6-K, filed with the SEC on July 6, 2022).
4.6		Amendment No. 1 to the Flora Growth Corp. 2022 Incentive Compensation Plan (incorporated by reference to Exhibit C to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on May 10, 2023).
5.1*		Opinion of Miller Thomson LLP.
23.1*		Consent of Davidson & Company LLP, independent registered certified public accounting firm.
23.2*		Consent of Miller Thomson LLP (contained in legal opinion filed as Exhibit 5.1).
24.1*		Powers of Attorney (included on the signature page to this Registration Statement).
107*		Filing Fee Table

* Filed herewith.

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Lauderdale, Florida, United States of America on this 15^th day of November, 2023.

	Flora Growth Corp.
	By:	/s/ Clifford Starke
		Name: Clifford Starke
		Title: Chief Executive Officer

---

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Clifford Starke and Dany Vaiman and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Clifford Starke		Chief Executive Officer and Director (Principal Executive Officer)		November 15, 2023
Clifford Starke
/s/ Dany Vaiman		Chief Financial Officer (Principal Financial and Accounting Officer)		November 15, 2023
Dany Vaiman
/s/ Kevin Taylor		Chair and Director		November 15, 2023
Kevin Taylor
/s/ Edward Woo		Director		November 15, 2023
Edward Woo
/s/ Thomas Solomon		Director		November 15, 2023
Thomas Solomon

---

---

November 15, 2023

Flora Growth Corp.

365 Bay Street, Suite 800

Toronto, Ontario M5H 2V1

Attention: Dany Vaiman, Chief Financial Officer

Dear Mr. Vaiman:

Re: Flora Growth Corp. (the "Corporation")

We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by Flora Growth Corp. (the "Corporation") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), relating to an aggregate of up to 650,000 post-split common shares in the capital of the Corporation (the "Common Shares") issuable pursuant to awards granted or to be granted pursuant to the Corporation's 2022 incentive compensation plan which was approved by the shareholders of the Corporation, effective July 5, 2022 (the "Plan").

In connection with rendering this opinion, we have reviewed:

1. the Registration Statement;

2. a resolution of the directors of the Corporation dated November 13, 2023 approving, among other matters, the issuance of the Common Shares; and

3. an officer's certificate of the Corporation dated as of the date hereof, confirming certain factual matters relating to the issuance of the Common Shares.

We have examined originals or copies of the articles and by-laws, as amended, of the Corporation and of such corporate records of the Corporation as we have deemed relevant or necessary as a basis for the opinions expressed herein

In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified or true copies. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

Other than the review of the documents named above in the course of our representation of the Corporation, we have not undertaken any special or independent investigation to determine the existence of such facts or circumstances, and no inference as to our knowledge of the existence of such facts or circumstances should be drawn merely from our representation of the Corporation in this transaction.

We are qualified to practise law only in the Province of Ontario. Our opinion below is limited to the existing laws of the Province of Ontario and the federal laws of Canada applicable therein as of the date of this opinion and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction. In particular, we express no opinion as to United States federal or state securities laws or any other laws, rule or regulation, federal or state, applicable to the Corporation.

---

Page 2

In rendering the opinion below that the Common Shares issuable upon the exercise of options granted under the Plan will be "fully paid and non-assessable", such opinion indicates that the holder of such shares cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such shares, either in order to complete payment for the Common Shares, to satisfy claims of creditors or otherwise. No opinion is expressed as to the adequacy of any consideration received for such Common Shares.

Based and relying upon and subject to the foregoing and the qualifications expressed herein, we are of the opinion that the Common Shares, when issued upon the exercise of such options in accordance with the terms of the Plan, and upon payment of the purchase price therefor, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation.

We hereby consent to the reference to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

This opinion letter is furnished to you at your request in accordance with the requirements of Item 8 of Form S-8 in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. No opinion is expressed as to the contents of the Registration Statement, other than the opinions expressly set forth herein. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Yours truly,

---

---

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Form S-8 Registration Statement (the "Registration Statement") of Flora Growth Corp. (the "Company") being filed with the United States Securities and Exchange Commission, of our report dated March 31, 2023, relating to the consolidated statements of financial position of the Company as of December 31, 2022 and 2021, and the related consolidated statements of loss and comprehensive loss, shareholders' equity (deficiency), and cash flows for the years ended December 31, 2022 and 2021, and the related notes.

We also consent to the reference to our firm under the wording "Experts" in such Registration Statement.

	/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada	Chartered Professional Accountants

November 15, 2023

---

---

EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-8
(Form Type)

FLORA GROWTH CORP.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

		Security Type			Security Class Title(1)			Fee Calculation or Carry Forward Rule			Amount Registered			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid		Equity			Common Shares, no par value			Rule 457(h)			650,000(2)		$	0.80(3)		$	520,000(3)		$	0.00014760		$	76.76
Fees Previously Paid		-			-			-			-			-			-			-			-
		Total Offering Amounts														$	520,000					$	76.76
		Total Fees Previously Paid																				$	0.00
		Total Fee Offsets																				$	0.00
		Net Fee Due																				$	76.76

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of the Registrant's common shares that become issuable under the Flora Growth Corp. 2022 Incentive Compensation Plan, as amended on June 6, 2023 (the "Plan"), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of consideration which would increase the number of outstanding shares of common stock. 

(2) Represents common shares of the Registrant available for future issuance under the Plan.

---

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the  Plan are based on the average of the high and the low price of the Registrant's common shares as reported on The Nasdaq Capital Market on November 13, 2023.

---

---