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As filed with the Securities and Exchange Commission on November 28, 2025

AsRegistration ~~filed with the U~~No.S. ~~Securities and Exchange Commission on October 18, 2023~~333-_______

~~Registration~~UNITED ~~No. 333-~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FLORA GROWTH CORP.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Ontario, Canada	2833	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

~~3406~~3230 SWW. ~~26th~~Commercial ~~Terrace~~Boulevard, Suite C180Fort Lauderdale, Florida 33309Tel: (954) 842-1 4989

~~Fort~~(Address, ~~Lauderdale~~ Including Zip Code, ~~Florida 33132~~ and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

~~Tel: (954) 842-4989~~__________________________________

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Dany Vaiman

Chief Financial Officer

~~3406~~3230 SWW. ~~26th~~Commercial ~~Terrace~~Boulevard, Suite ~~C-1~~ 180

Fort Lauderdale, Florida ~~33312~~ 33309Tel: (954) 842-4989

~~Tel:~~ (~~954)~~Name, ~~842-4989~~Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)__________________________________

~~(Name,~~Copies ~~address, including zip code, and telephone number, including area code,~~ of ~~agent~~communications ~~for service)~~to:

~~With~~Richard ~~copies~~RaymerNicholas ofArrudaDorsey ~~communications~~& ~~to:~~ Whitney LLPToronto-Dominion Centre66 Wellington St. W, Suite 3400Toronto, ON M5K 1E6, Canada(416) 367-7370

~~Richard~~Approximate ~~Raymer~~Date of Commencement of Proposed Sale to the Public: From time to time, after the effective date of this registration statement.

~~Dorsey~~If &any ~~Whitney~~of ~~LLP~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310

Toronto, ON M5J 2S1, Canada

Tel: +1 (416) 367 7370

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~as amended,~~ or until the Registration Statement shall become effective on such date as the ~~U.S.~~ Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~THE~~The ~~INFORMATION~~information INin ~~THIS~~this ~~PROSPECTUS~~preliminary ISprospectus ~~NOT~~is ~~COMPLETE~~not ~~AND~~complete ~~MAY~~and BEmay ~~CHANGED~~be changed. ~~THE~~We ~~SECURITIES~~may ~~MAY~~not ~~NOT~~sell BEthese ~~SOLD~~securities ~~UNTIL~~until ~~THE~~the ~~REGISTRATION~~registration ~~STATEMENT~~statement ~~FILED~~filed ~~WITH~~with ~~THE~~the ~~SECURITIES~~Securities ~~AND~~and ~~EXCHANGE~~Exchange ~~COMMISSION~~Commission ISis ~~EFFECTIVE~~effective. ~~THIS~~This ~~PROSPECTUS~~preliminary ISprospectus ~~NOT~~is ANnot ~~OFFER~~an TOoffer ~~SELL~~to ~~THESE~~sell ~~SECURITIES~~these ~~AND~~securities ISand ~~NOT~~we ~~SOLICITING~~are ANnot ~~OFFER~~soliciting TOoffers ~~BUY~~to ~~THESE~~buy ~~SECURITIES~~these INsecurities ~~ANY~~in ~~STATE~~any ~~WHERE~~state ~~THE~~where ~~OFFER~~the ORoffer ~~SALE~~or ISsale ~~NOT~~is ~~PERMITTED~~not permitted.

~~PRELIMINARY PROSPECTUS~~ SUBJECT TO COMPLETION, DATED ~~OCTOBER~~November 1828, ~~2023~~ 2025

PRELIMINARY PROSPECTUS

1,423,760 Common Shares

Flora Growth Corp.

~~This~~Resale ~~prospectus~~of ~~(the~~up ~~"Prospectus") relates~~ to 16,~~423~~300,~~760~~000 ~~common shares, no par value of Flora Growth Corp. (the "~~Common Shares~~"),~~ anOffered ~~Ontario, Canada corporation, underlying outstanding warrants (the "Warrants") that may be sold from time to time~~ by the ~~selling securityholders set forth in this Prospectus (the "Offering") under the heading "~~Selling ~~Securityholders" beginning on page 31 which we refer to as the "Selling Securityholders."~~Shareholder

WeThis ~~will~~prospectus ~~not~~relates ~~receive~~to ~~any~~the ~~proceeds~~potential offer and sale from time to time by White Lion Capital LLC (“White Lion” or the ~~sale~~“Selling Shareholder”) of ~~the~~up ~~Common~~to 6,300,000 common shares, no par value (the “Shares”) ~~under~~of ~~this~~Flora ~~Prospectus~~Growth Corp. (the “Company”), an Ontario, Canada corporation, that have been or may be issued by us to the Selling Shareholder pursuant to that certain share purchase agreement, dated as of November 28, 2025, by and between the Company and the Selling Shareholder (the “ELOC Agreement”), establishing an equity line of credit (“ELOC”).

~~Information~~Pursuant ~~regarding~~to the terms of the ELOC Agreement, we may elect, in our sole discretion, to issue and sell to the Selling ~~Securityholders~~Shareholder, from time to time, up to $25 million of Shares after the ~~amounts~~date of ~~Common~~this ~~Shares~~prospectus, ~~that~~which amount may be ~~sold~~increased byto ~~them~~up ~~and~~to ~~the~~an ~~times~~aggregate ~~and~~of ~~manner~~$50 million inof ~~which~~common ~~they~~shares ~~may~~upon ~~offer~~mutual ~~and~~agreement ~~sell~~by the ~~Common~~parties ~~Shares~~and ~~under~~subject ~~this~~to ~~Prospectus~~the issatisfaction ~~provided~~of ~~under~~certain conditions. This prospectus covers the ~~sections~~resale ~~titled~~by "the Selling ~~Securityholders"~~Shareholder ~~and~~of ~~"Plan~~an aggregate of ~~Distribution~~6,~~" respectively~~300,000 Shares, incomprised ~~this~~of: ~~Prospectus.~~(i) the WeInitial ~~have~~Commitment ~~not~~Shares ~~been~~(as ~~informed~~defined byherein); ~~any~~and of(ii) the ~~Selling~~Shares ~~Securityholders~~ that ~~they~~we ~~intend~~may, in our sole discretion, elect to issue and sell ~~their~~to ~~securities~~White ~~covered~~Lion, byfrom ~~this~~time ~~Prospectus~~to ~~and~~time doafter ~~not~~the ~~know~~date ~~when~~of orthis inprospectus, ~~what~~as ~~amounts~~part of the ~~Selling~~$50 ~~Securityholders~~million ~~may~~Total ~~offer~~Commitment ~~the~~pursuant ~~securities~~to ~~for~~the ~~sale~~ELOC Agreement. ~~The~~We ~~Selling~~have ~~Securityholders~~not ~~may~~yet ~~sell~~sold any, ~~all,~~Shares orto ~~none~~White Lion under the ELOC Agreement. See “ELOC Financing” for a description of the ~~securities~~ELOC ~~offered~~Agreement byand ~~this~~“Selling ~~Prospectus~~Shareholder” for additional information regarding the Selling Shareholder.

The Selling ~~Securityholders~~Shareholder ~~and~~may ~~intermediaries~~sell ~~through~~or ~~whom~~otherwise ~~such~~dispose ~~securities~~of ~~are~~our ~~sold~~Shares ~~may~~described bein ~~deemed~~this ~~"underwriters"~~prospectus ~~within~~in ~~the~~a ~~meaning~~number of ~~the~~different ~~Securities~~ways ~~Act~~and ofat ~~1933,~~varying asprices. ~~amended~~See ~~(the~~ "~~Securities~~Plan ~~Act~~of Distribution"), ~~with~~for ~~respect~~more toinformation about how the ~~securities~~Selling ~~offered~~Shareholder ~~hereby,~~may ~~and~~sell ~~any~~or ~~profits~~otherwise ~~realized~~dispose orof ~~commissions~~such ~~received~~Shares. ~~may~~White beLion ~~deemed~~is ~~underwriting~~an ~~compensation.~~"underwriter" Wewithin ~~have~~the ~~agreed~~meaning toof ~~indemnify~~Section ~~the~~2(a)(11) ~~Selling~~of ~~Securityholders~~the ~~against~~Securities ~~certain~~Act ~~liabilities~~of 1933, ~~including~~as ~~liabilities~~amended ~~under~~ (the "Securities Act").

Our common shares are traded on the Nasdaq Capital Market tier of the Nasdaq Stock Market LLC ("“Nasdaq"” or “Nasdaq Stock Market”) under the symbol "“FLGC”." On ~~October~~November 1726, ~~2023~~2025, the last reported per share sale price of our ~~Common~~common ~~Shares~~shares on Nasdaq was $08.9700.

~~Investing~~We inare ~~our~~an ~~securities~~"emerging ~~involves~~growth company" and a ~~high~~"smaller ~~degree~~reporting ofcompany" ~~risk~~under the federal securities laws, ~~including~~and ~~the~~as ~~risk~~such, ofhave ~~losing~~elected ~~your~~to ~~entire~~comply ~~investment~~with certain reduced public company reporting requirements. See ~~the~~"Prospectus ~~section~~Summary ~~titled~~- Implications of Being an Emerging Growth Company", "Prospectus Summary - Implications of Being a Smaller Reporting Company" and "Risk Factors" ~~which~~- ~~begins~~Risks onRelated ~~page 10.~~to this Offering and Ownership of Our Shares."

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or ~~determined~~passed ifupon ~~this~~the ~~Prospectus~~accuracy isor ~~truthful~~adequacy orof ~~complete~~this prospectus. Any representation to the contrary is a criminal offense.

~~The~~We ~~date~~may ofamend or supplement this ~~Prospectus~~prospectus isfrom time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, ~~2023~~any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025

_______________

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
	Page
PROSPECTUS SUMMARY	2
About This Prospectus	6
THE OFFERING	9
Cautionary Statement Regarding Forward-Looking Statements	7
RISK FACTORS	10
Prospectus Summary	8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	30
The Offering	18
PRIVATE PLACEMENT OF WARRANTS	31
Risk Factors	20
USE OF PROCEEDS	31
ELOC Financing	29
SELLING SECURITYHOLDERS	31
Use of Proceeds	34
PLAN OF DISTRIBUTION	33
Business	35
DESCRIPTION OF SECURITIES	35
Selling Shareholder	43
DESCRIPTION OF BUSINESS	36
Dividend Policy	44
DESCRIPTION OF PROPERTY	44
Directors and Executive Officers	44
LEGAL PROCEEDINGS	45
Security Ownership of Certain Beneficial Owners and Management	46
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS	46
Certain Relationships and Related Party Transactions	48
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	48
Description of Common Shares	50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	52
Plan of Distribution	52
DIRECTORS AND EXECUTIVE OFFICERS	81
Certain United States Federal Income Tax Considerations	53
EXECUTIVE COMPENSATION	85
Legal Matters	61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	97
Experts	61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	98
Enforceability of Civil Liabilities	61
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	99
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	61
CERTAIN MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	108
Where You Can Find More Information	61
INTERESTS OF EXPERTS AND COUNSEL	112
Incorporation of Certain Documents by Reference	62
LEGAL MATTERS	112
EXPERTS	112
ENFORCEABILITY OF CIVIL LIABILITIES	112
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	112
WHERE YOU CAN FIND ADDITIONAL INFORMATION	112
INDEX TO FINANCIAL STATEMENTS	114

ABOUT THIS PROSPECTUS

This ~~Prospectus~~prospectus is part of a registration statement on Form S-1 that we filed with the United States Securities and Exchange Commission (the "SEC"). You should read this ~~Prospectus~~prospectus, including the documents incorporated by reference herein, and the related registration statement carefully. This ~~Prospectus~~prospectus and registration statement contain important information you should consider when making your investment decision.

You should rely only on the information that we have provided in this ~~Prospectus~~prospectus, including the documents incorporated by reference herein, and any applicable prospectus supplement. We have not, and the Selling Shareholder has not, authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this ~~Prospectus~~prospectus, including the documents incorporated by reference herein, and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This ~~Prospectus~~prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this ~~Prospectus~~prospectus, including the documents incorporated by reference herein, and any applicable prospectus supplement is accurate only as of the date on the front of the respective document, regardless of the time of delivery of this ~~Prospectus~~prospectus, any applicable prospectus supplement, or any sale of a security.

~~Except~~References ~~as otherwise indicated, references~~ in this ~~Prospectus~~prospectus to the "Registrant," the "Company," "Flora," "we," "us" and "our" refer to Flora Growth Corp., a company incorporated in the Province of Ontario, ~~Canada~~ and its consolidated subsidiaries, unless the context requires otherwise.

Enforceability of Civil Liabilities

We are a corporation organized under the laws of the Province of Ontario. As a result, it may not be possible for investors to effect service of process within the United States upon these persons or us, or to enforce against them or us judgments obtained in U.S. courts, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in Canada, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely on the federal securities laws of the United States or the securities laws of any state of the United States.

Market, Industry and Other Data

~~This~~The ~~Prospectus~~documents incorporated by reference into this prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.

In addition, assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled "Risk Factors". These and other factors could cause our future performance to differ materially from our assumptions and estimates. See the section titled "Cautionary ~~Note~~Statement Regarding Forward-Looking Statements".

PROSPECTUS SUMMARY

This summary highlights selected information presented in greater detail elsewhere in this Prospectus. This summary does not include all the information you should consider before investing in our securities. You should read this summary together with the more detailed information appearing elsewhere in this Prospectus, including our audited and unaudited financial statements and related notes and the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" elsewhere in this Prospectus. Some of the statements in this summary and elsewhere in this Prospectus constitute forward-looking statements. See the section titled "Cautionary Note Regarding Forward-Looking Statements."

Our Company

We are a multi-national cannabis company that manufactures and distributes consumer packaged goods and distributes medicinal cannabis and pharmaceutical products. Flora exists to create a world where the benefits of cannabis are accessible to everyone. Our business strategy was built on two core pillars: House of Brands, and Commercial & Wholesale. This strategy was devised to allow us optimal access to markets around the globe based on the legal standing of cannabis in each of the geographical locations in which we operate. Our approach has enabled us to develop distribution networks, build customer bases, establish operations as the regulatory framework evolves and allow for expanded access to cannabis and its derivatives.

Our brand portfolio consists of a mix of products across multiple categories, including food and beverage, nutraceuticals, cannabis accessories and technology, personal care, and wellness. Consumer brands allow Flora to move assertively into nascent markets, develop customer bases and distribution channels, and gather consumer insights which would not be possible with traditional cannabis sales alone. Through this channel we seek to build loyalty, credibility and enjoy healthy margins that help to support the rapid growth of our business.

Our Brands and Products

House of Brands

Just Brands LLC ("Just Brands") and High Roller Private Label LLC ("High Roller", and together with Just Brands, "JustCBD") are Flora's leading consumer packaged goods brand. JustCBD was launched in 2017 with a mission to bring high-quality, trustworthy, and budget-friendly CBD products to market. The JustCBD offering currently consists of over 350 products across 15 categories, including CBD gummies, topicals, tinctures, and vape products and ships to over 11,500 independent retailers worldwide. JustCBD also sells direct to consumers with a customer base of approximately 350,000 people. JustCBD products are available for purchase in smoke and vape shops, clinics, spas and pet stores, as well as other independent non-traditional retail channels. JustCBD's products are both internally and third-party lab-tested to ensure quality.

Vessel Brand, Inc. ("Vessel") is Flora's cannabis accessory and technology brand currently servicing the United States and Canada through direct-to-consumer and retail sales. Vessel's products include cannabis consumption accessories, personal storage, and travel accessories for the vape and dry herb categories, which are sold to consumers, dispensaries, smoke shops and cannabis brands. Vessel has been fully integrated into JustCBD and now benefits from operational, logistical and sales synergies with JustCBD.

Commercial & Wholesale

The Company's Commercial and Wholesale pillar encompasses the distribution of pharmaceutical products to international markets. This pillar is anchored by Flora's wholly owned subsidiary, Phatebo GmbH ("Phatebo"), a multi-national operator in pharmaceutical and medical cannabis distribution, with principal operations in Germany.

Based in Germany, Phatebo is a wholesale pharmaceutical distribution company with import and export capabilities of a wide range of pharmaceutical goods and medical cannabis products to treat a variety of health indications, including drugs related to cancer therapies, attention-deficit/hyperactivity disorder ("ADHD"), multiple sclerosis and anti-depressants, among others. Phatebo holds a license for the Trade in Narcotic Drugs (including the cannabis sales license amendment) and a wholesale trading license, both of which are issued by BfArM (the largest drug approval authority in Europe). Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in Europe, but also with sales to Asia, Latin America, and North America. In November 2018, Phatebo also received a medical cannabis import and distribution license. We intend to leverage Phatebo's existing network of approximately 1,200 pharmacies as Flora begins to move medicinal cannabis from third parties into Germany. Additionally, the Phatebo warehouse provides a logistics outpost for Flora's growing product portfolio and distribution network within the European Union.

Factors Impacting our Business

Challenges in realization of overhead reductions. The Company's operating expenses currently exceed its gross profit generated. Management has taken, and continues to implement, various cost-saving initiatives in an effort to lower overhead costs. However, the Company has not yet reached the critical balance in reducing overhead to meet both the existing and potential market demand in aggregate. The Company strives to attain sufficient growth to cover its overhead to reach profitability. If the Company fails to grow its business or reduce its operating expenses further in the long term, it will continue to face significant cash flow deficiencies in the future and continue to be reliant on debt and/or equity financing to fund operations.

Acquisition strategy disadvantages include significant transaction costs and liabilities of our acquirees. The Company has historically been opportunistic and pursues acquisitions from time to time that management believes will be complementary to or synergistic to the Company's existing business. However, any such acquisitions require the Company to incur heightened upfront transaction costs and require the Company to assume certain liabilities from the acquired company. In addition, while the Company believes such acquisitions will provide enhanced value in the long term, it is possible that the anticipated synergies from the acquisition may never be realized.

Diversification of cashflows. Our sources of cash are diversified across geographic and product lines. Revenues are concentrated primarily in Germany and the United States, spanning pharmaceuticals, hemp and non-hemp consumer products and medicinal cannabis.

Low-cost cannabis acquisition and high-margin distribution. We aim to achieve economies of scale by sourcing medical cannabis across the globe. We then intend to utilize our cannabis and distribution networks to sell product in countries at an accretive margin. Provided we are able to navigate the uncertain regulatory environment for our cannabis products, Flora believes it is well-positioned to act as both an exporter and importer of medicinal cannabis to our distribution network in Germany where the supply of medicinal cannabis is largely dependent on imports.

International cannabis developments. Flora's growth is embedded in the expansion, regulation and legalization of medicinal and recreational cannabis and cannabis derivative products across the world. While medicinal cannabis has been regulated at the federal level in multiple countries, the Company is focused on the most robust markets in Germany and the European Union. We remain tuned to international developments as potentially lucrative medicinal cannabis markets open.

Product evolution and brand acceptance. As the cannabis industry continues to change, divergent regulations and the corresponding resources required to introduce high-quality products are expected to impact our market share. Gaining access to continuously evolving and superior products remains a critical success factor. Our ultimate ability to produce and acquire products meeting stringent quality control standards drives the extent of consumer acceptance. Furthermore, the intrinsic value within our brands, including JustCBD and Vessel, is subject to evolving consumer sentiment.

Regulatory proficiency and adoption. The markets in which Flora operates are highly regulated and require extensive experience in navigating the associated complexities. We have assembled a team with deep knowledge of the regulatory and governance environments in which the Company operates. Fundamental expertise entails compliance with product approvals, import permits, export permits, distribution licenses and other pertinent licenses.

Integration of acquired companies. Our growth has been fueled substantially by the acquisition of JustCBD, Vessel and Franchise Global Health Inc. ("FGH" or "Franchise"). Our continued ability to extract incremental synergies from a group of diversified entities is a key determinant of our ability to expand organically.

Our Significant Acquisitions

Just Brands LLC and High Roller Private Label LLC

On February 24, 2022, Flora Growth U.S. Holdings Corp., a wholly owned subsidiary of the Company, completed the acquisition of 100% of the outstanding equity interests in each of (i) Just Brands and (ii) High Roller for total purchase consideration of $34.4 million. JustCBD is a manufacturer and distributor of consumable cannabinoid products, including gummies, tinctures, vape cartridges, and creams. JustCBD is based in Florida in the United States and was formed in 2017. The Company acquired JustCBD to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in the United States and for the acquisition of human capital through JustCBD's management team.

Franchise Global Health Inc.

On December 23, 2022, the Company completed its acquisition of all the issued and outstanding common shares of FGH (the "Franchise Common Shares") for $9.8 million, a corporation existing under the laws of the Province of British Columbia, by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). FGH, through its wholly owned subsidiaries, is a multi-national operator in the medical cannabis and pharmaceutical industry with principal operations in Germany. The Company acquired FGH to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in Germany and to improve synergies and cost savings.

Vessel Brand, Inc.

On November 12, 2021, the Company acquired 100% of the equity interests in Vessel for total purchase consideration of $28.7 million. Vessel designs and sells premium cannabis consumption accessories in the United States through Vessel's direct to consumer website and wholesale to distributors. Vessel was based in California (Note 13) in the United States and was formed in 2018. The purchase consideration was comprised of $8.0 million and 4,557,000 common shares of the Company valued at $20.7 million based on the closing share price of the Company's common shares less a 15% fair value discount for the required six-month holding period of 3.6 million of the Company's shares issued. The Company acquired Vessel to expand its product offerings, accelerate its revenue growth, expand its presence in the United States and for the acquisition of human capital through Vessel's management team.

Corporate Structure

The following diagram illustrates our pro forma corporate structure. For more detail on our corporate history please refer to the section titled "Corporate Information."

Corporate Information

Flora was incorporated on March 13, 2019 in the Province of Ontario. Our principal place of business and mailing address is Flora Growth Corp., 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, Florida, United States of America, and our telephone number is +1 (954) 842-4989. Our website address is www.floragrowth.com. The information contained on our website or accessible through our website is not incorporated into this Prospectus.

Recent Developments

On October 12, Juan Carlos Roa Gomez tendered his resignation as a member of our Board of Directors.

On September 26, 2023, Hussein Rakine tendered his resignation as a member of our Board of Directors and has transitioned to the capacity of a special advisor to the Company.

On September 18, 2023, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Investors") in connection with the issuance and sale by the Company in a registered direct offering (the "Registered Direct Offering") of 1,369,000 Common Shares for total net proceedings of $2.4 million after deducting fees and other estimated expenses. This offering included 1,369,000 investor warrants with an exercise price of $2.50 per share as well as an amendment to certain existing warrants. This offering also included 54,760 placement agent warrants with an exercise price of $2.39 per share.

On September 17, 2023, the Company entered into a share purchase agreement pursuant to which Flora will acquire all the issued and outstanding common shares of Australian Vaporizers Pty Ltd., an online retailer of vaporizers, hardware, and accessories in Australia. The closing of the transaction is anticipated to occur in the Company's fourth quarter of fiscal 2023, although there can be no assurance the transaction will occur within the expected timeframe or at all.

On August 9, 2023, Beverley Richardson tendered her resignation as a member of our Board of Directors.

On July 19, 2023, Matthew Cohen tendered his resignation as General Counsel of the Company.

On July 5, 2023, the Company entered into a share purchase agreement with Lisan Farma Colombia LLC ("Lisan Farma") to sell all of its shares in Flora Growth Corp Colombia S.A.S., Flora Lab S.A.S., Flora Med S.A.S., Cosechemos Ya S.A.S. ("Cosechemos"), Kasa Wholefoods Company S.A.S. and other related Flora assets related to its Colombian operations. To date, the sales of all these Colombian entities except Cosechemos have closed. The closing of Cosechemos is anticipated to occur in the Company's fourth quarter of fiscal 2023, although there can be no assurance the closing will occur within the expected timeframe or at all.

In June of 2023, the Company's former executives, including Hussein Rakine (Chief Executive Officer), Elshad Garayev (Chief Financial Officer), Jessie Casner (Chief Marketing Officer) and Jason Warnock (Chief Commercial Officer) resigned from the Company. Timothy Leslie, a member of the Board of Directors, resigned in the same month. Clifford Starke and Dany Vaiman, were appointed in their place as chief executive officer ("CEO") and chief financial officer ("CFO"), respectively.

On June 7, 2023, filed an amendment to its Articles of Incorporation to effect a reverse stock split of the Company's Common Shares at a ratio of 1-for-20, which became effective on June 9, 2023.

Summary of Risk Factors

There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section titled "Risk Factors." You should read and carefully consider these risks and all of the other information in this Prospectus, including the financial statements and the related notes thereto included in this Prospectus, before deciding whether to invest in our securities. If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

Risks Related to this Offering

The resale of Common Shares issuable upon the exercise of Warrants could adversely affect the market price of our Common Shares.

Our management team may not use the proceeds from the exercise of Warrants in an effective manner.

There may be dilution in the net tangible book value of the Common Shares in connection with the exercise of Warrants.

Risks Related to our Business and Industry

We are an early-stage company with limited operating history and may never become profitable.

The cannabis laws, regulations, and guidelines are dynamic and subject to changes.

Demand for cannabis and derivative products could be adversely affected and influenced by scientific research or findings, regulatory proceedings, litigation, media attention or other research findings.

Our products could have unknown side effects.

Research regarding the medical benefits, viability, safety, efficacy, use and social acceptance of cannabis or isolated cannabinoids (such as CBD and tetrahydrocannabinol ("THC")) remains in early stages.

Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so.

We rely on third-parties for raw materials and to manufacture and compound some of our products and if these relationships are disrupted our results of operations in future periods will be adversely impacted.

Our inventory has a shelf life and may reach its expiration and not be sold.

The seasonal trends in our business create variability in our financial and operating results.

The cannabinoid industry faces strong opposition and may face similar opposition in other jurisdictions in which we operate.

WeCAUTIONARY ~~are~~STATEMENT ~~subject~~REGARDING toFORWARD-LOOKING ~~wholesale price volatility that could expose the Company to lower than anticipated revenues, gross margins, net income and cash flows.~~STATEMENTS

WeThis prospectus and the documents incorporated by reference herein contain "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward- looking statements by terms such as "may", "will", "should", "believe", "expect", "could", ~~face~~"intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this prospectus and the documents incorporated by reference herein, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the ~~development~~forward-looking statements in this prospectus and ~~distribution~~the ofdocuments ~~synthetic~~incorporated ~~cannabis~~by reference herein. Risks and uncertainties, the occurrence of which could adversely affect our business, include, but are not limited to, the following:

~~The~~• our ~~legalization~~limited ofoperating ~~adult-use,~~history ~~recreational~~and ~~cannabis~~net ~~may reduce sales of medical cannabis.~~losses;

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~~Changes~~• risks toassociated ~~federal~~with orproduct ~~state laws pertaining to industrial hemp could slow the use of industrial hemp which would materially impact our revenues in future periods.~~recalls;

~~There~~• continuing isresearch ~~uncertainty~~and ~~caused~~development byefforts ~~potential~~to ~~changes~~respond to ~~legal~~technological ~~regulations~~and ~~that~~regulatory ~~could impact the use of CBD products.~~changes;

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~~The size of~~ • our ~~target~~ability ~~market is difficult~~ to ~~quantify,~~achieve ~~and~~economies ~~investors will be reliant on their own estimates on the accuracy~~ of ~~market data.~~scale;

~~Risks~~• our ~~Related~~ability to ~~Financials~~fund ~~and~~overhead ~~Accounting~~expenses, including costs associated with being a publicly-listed company

~~Our~~• maintenance ~~management~~of ~~has~~effective ~~determined~~quality ~~that~~control ~~based on our current financial position there is a substantial doubt about our ability to continue as a going concern.~~systems;

We• changes ~~may increase our foreign sales in the future, and such sales may be subject~~ to ~~unexpected~~energy ~~regulatory~~prices ~~requirements~~ and ~~other barriers.~~supply;

~~There are tax~~ • risks ~~the~~associated ~~Company~~with ~~may~~expansion beinto ~~subject~~new ~~to in carrying on business in multiple~~ jurisdictions.;

~~The~~• regulatory ~~Company~~compliance ~~will likely be a "passive foreign investment company" company ("PFIC") for its current tax year, which may have adverse U.S. federal income tax consequences for U.S. investors.~~risks;

~~Failure~~• potential todelisting ~~develop~~resulting ~~our~~in ~~internal~~reduced ~~controls~~liquidity ~~over~~of ~~financial~~our ~~reporting~~common ~~("ICFR")~~shares; ~~as we grow could have an adverse effect on our operations.~~and

~~Risks~~• the ~~Related~~other risks described under Part I, Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report") filed with the SEC on March 24, 2025, as well as described from time to ~~Our~~time ~~Common~~in ~~Shares~~our other filings with the SEC.

WeGiven ~~will~~the ~~need~~foregoing risks and uncertainties, ~~but~~you ~~may~~are becautioned ~~unable~~not to, ~~obtain~~place ~~additional~~undue ~~funding~~reliance on ~~satisfactory~~the ~~terms,~~forward-looking ~~which~~statements ~~could~~in ~~dilute~~this prospectus or the documents incorporated by reference herein. The forward-looking statements contained in this prospectus and the documents incorporated by reference herein are not guarantees of future performance and our ~~shareholders~~actual orresults ~~impose~~of ~~burdensome~~operations and financial ~~restrictions~~condition onmay differ materially from such forward-looking statements. In addition, even if our ~~business~~results of operations and financial condition are consistent with the forward-looking statements in this prospectus and the documents incorporated by reference herein, they may not be predictive of results or developments in future periods.

~~Holders~~ ofPROSPECTUS ~~our Common Shares are subject to dilution resulting from the issuance of equity-based compensation by us.~~SUMMARY

WeThis ~~continue~~summary tohighlights ~~incur~~information ~~increased~~contained ~~costs~~in asother parts of this prospectus and in the documents we incorporate by reference. Because it is only a ~~result~~summary, it does not contain all of ~~operating~~the asinformation athat ~~public~~you ~~company~~should ~~and~~consider before investing in our ~~management~~common shares and it is ~~required~~qualified toin ~~devote~~its ~~substantial~~entirety ~~time~~by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference in this prospectus. You should read all such documents carefully, especially the risk factors and our consolidated financial statements and the related notes included or incorporated by reference in this prospectus, before deciding to ~~new~~buy ~~compliance~~common ~~initiatives~~shares.

~~If we fail to meet applicable listing requirements, Nasdaq may delist our Common Shares from trading, in which case the liquidity and market price of our Common Shares could decline.~~Overview

~~Ownership~~Flora, ofwhich ~~our~~will ~~Common~~be ~~Shares~~rebranded ~~may~~as beZeroStack, ~~considered~~is ~~unlawful~~investing in ~~some~~the ~~jurisdictions~~future ~~and~~of ~~holders~~AI ofinfrastructure ~~our~~through ~~Common~~strategic ~~Shares~~ownership ~~may~~in ~~consequently~~0G beTokens ~~subject~~(as todefined ~~liability~~below), which participate in ~~such~~an ~~jurisdictions~~open and decentralized AI network.

~~The~~We ~~regulated~~also ~~nature~~operate ofas a global pharmaceutical distributor through our ~~business~~wholly ~~may~~owned ~~impede~~subsidiary orPhatebo. ~~discourage~~Based in Germany, Phatebo is a ~~takeover~~wholesale pharmaceutical distribution company with import and export capabilities of a wide range of pharmaceutical goods and medical products to treat a variety of health indications, ~~which~~including ~~could~~drugs ~~reduce~~related to cancer therapies, ADHD, multiple sclerosis and anti-depressants, among others. Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in Europe, but also with sales to Asia, Latin America, and North America. On September 20, 2025, we entered into an agreement for the ~~market~~disposition ~~price~~of certain components of our ~~Common~~existing ~~Shares~~hemp and cannabis business, as described below under the header “Agreement to Sell Legacy Hemp and Cannabis Business.”

WeOn doAugust ~~not~~4, ~~intend~~2025, the Company effected a 1-for-39 share consolidation of the Company's issued and outstanding common shares, by filing Articles of Amendment to ~~pay~~the ~~dividends~~Company's onamended ~~our~~and ~~Common~~restated ~~Shares~~Articles inof Incorporation with the ~~near~~Ontario ~~future,~~Ministry of Public and, ~~consequently,~~Business ~~your~~Service ~~ability~~Delivery toand ~~achieve~~Procurement. aThe ~~return~~Company common shares began trading on ~~your~~a ~~investment~~post-share ~~will~~consolidation ~~depend~~basis as of the opening of the Nasdaq on ~~appreciation~~August 4, 2025. Unless otherwise indicated, all other share and per share prices in this prospectus have been adjusted to reflect the ~~price~~share ofconsolidation ~~our~~or ~~Common~~reverse ~~Shares~~stock split.

WeCryptocurrency ~~are~~Treasury an emerging growth company and a smaller reporting company, and our compliance with the reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Common Shares less attractive to investors and may make it more difficult to raise capital as and when we need it.Strategy

~~Implications~~In ofearly ~~Being~~2025 following a due diligence process, we began implementing an ~~Emerging~~expansion ~~Growth~~strategy ~~Company~~focused on identifying and pursuing complementary growth opportunities within the global digital asset market.

WePrivate are an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). We may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm under Section 404 of the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions for up to five years or until we are no longer an "emerging growth company," whichever is earlier. We will cease to be an emerging growth company prior to the end of such five-year period if certain earlier events occur, including if (i) we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) our annual gross revenues exceed $1.235 billion, or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period. In particular, in this Prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Placement

WeOn ~~are~~May ~~also~~2, a2025, ~~"smaller~~we ~~reporting~~entered ~~company"~~into asa ~~defined~~securities inpurchase agreement (the ~~Exchange~~“Securities ~~Act.~~Purchase WeAgreement”) ~~may~~with ~~continue~~certain toinvestors be(the a“May ~~smaller~~2025 ~~reporting~~Investors”) ~~company~~in ~~even~~connection ~~after~~with wethe ~~are~~issuance noand ~~longer~~sale anby ~~emerging~~us ~~growth~~to ~~company.~~the WeMay ~~may~~2025 ~~continue~~Investors tovia be a ~~smaller~~private ~~reporting~~placement ~~company~~(the ~~after~~“May ~~this~~2025 ~~offering~~Private ~~if either (i~~Placement”) ~~the~~of ~~market~~an ~~value~~aggregate of ~~our~~80,333 common shares ~~held~~at bya ~~non-affiliates~~purchase isprice ~~less~~of ~~than~~ US$~~250~~11.70 ~~million~~per asshare ~~measured~~and on18,640 ~~the~~pre-funded ~~last~~warrants ~~business~~at ~~day~~a ofpurchase ~~our~~price ~~second~~of ~~fiscal quarter or (ii) our annual revenue was less than~~ US$~~100~~11.6961 ~~million~~per ~~during~~warrant (the ~~most~~“Pre-funded ~~recently~~Warrants”) ~~completed~~each ~~fiscal~~to ~~year~~purchase ~~and~~one ~~the~~common ~~market~~share ~~value~~(each, ofa ~~our~~“Pre-funded ~~shares~~Warrant ~~held~~Share”) bywhich ~~non-affiliates~~was isimmediately ~~less~~exercisable ~~than~~and ~~$700~~expire ~~million~~when asexercised ~~measured~~in onfull, ~~the~~at ~~last~~an ~~business~~exercise ~~day~~price of ~~our~~US$0.0039 ~~second~~per ~~fiscal quarter~~share. ~~Specifically,~~We asfiled a ~~smaller~~registration ~~reporting~~statement ~~company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report~~ on Form 10S-K3 ~~and~~on ~~have~~May ~~reduced~~14, ~~disclosure obligations regarding executive compensation. Further~~2025, ifregistering wethe ~~are~~resale aof ~~smaller~~the ~~reporting~~common ~~company~~shares ~~with~~issued ~~less~~in ~~than~~the ~~$100~~May ~~million~~2025 inPrivate ~~annual revenue~~Placement, weincluding ~~would~~common ~~not~~shares beunderlying ~~required~~Pre-funded ~~to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm~~Warrants.

The net proceeds from the sale of the common shares and Pre-funded Warrants were approximately US$1,100,000 after deducting estimated expenses relating to the May 2025 Private Placement. We used $0.4 million of the net proceeds from the May 2025 Private Placement to purchase Solana, $0.4 million of the net proceeds from the May 2025 Private Placement to purchase Ethereum, $0.1 million of the net proceeds from the May 2025 Private Placement to purchase Sui, $0.1 million of the net proceeds from the May 2025 Private Placement to purchase Ripple, and the balance of the net proceeds from the May 2025 Private Placement for general corporate and working capital purposes and to pay any fees and expenses in connection with the issuance of the common shares and the Pre-funded Warrants. The Securities Purchase Agreement includes customary representations, warranties and covenants by us and the May 2025 Investors. Additionally, we have agreed to provide the May 2025 Investors with customary indemnification under the Securities Purchase Agreement against certain liabilities, including liabilities under the Securities Act.

Cash Private Placement

On September 19, 2025, we entered into a securities purchase agreement (the "September 2025 Securities Purchase Agreement") with certain investors (the "Cash Investors") in connection with the issuance and sale by us to the Cash Investors via a private placement (the "Cash Private Placement") of an aggregate of 116,340 common shares at a purchase price of US$25.19 per share (the "Cash Common Shares") and 425,929 pre-funded warrants at a purchase price of US$25.1899 per warrant (the "Cash Pre-funded Warrants") each to purchase one common share (each, a "Cash Pre-funded Warrant Share") which shall expire when exercised in full, at an exercise price of US$0.0001 per share. Each common share and Cash Pre-funded Warrant issued in the Cash Private Placement was bundled with 0.2 of a common share purchase warrant (each full warrant, a "Cash Common Warrant"). Each Cash Common Warrant shall be exercisable for one common share for 1,825 calendar days after shareholder approval at an exercise price of US$25.19 (each, a "Cash Warrant Share").

~~THE~~On ~~OFFERING~~September 26, 2025, an aggregate of 116,340 common shares, 412,037 Cash Pre-funded Warrants and 105,666 Cash Common Warrants were issued.

Issuer	Flora Growth Corp.
Common Shares offered by the Selling Securityholders	Up to 1,423,760
Common Shares to be outstanding after this Offering(1)	9,639,855 Common Shares
Symbol and Listing	Our common shares are traded on Nasdaq under the symbol "FLGC".
Use of proceeds	We will not receive any proceeds from the sale of the Common Shares by the Selling Securityholders. All net proceeds from the sale of the Common Shares covered by this Prospectus will go to the Selling Securityholders. However, we may receive the proceeds from any exercise of Warrants if the holders do not exercise the Warrants on a cashless basis. If all of the Warrants are exercised for cash in full, the gross proceeds would be approximately $3.55 million. We intend to use the net proceeds of such Warrant exercises, if any, for general working capital purposes. See the section titled "Use of Proceeds."
Lock-up	Our Company, directors and certain executive officers have agreed not to, subject to certain exceptions, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a ninety (90) day period from September 21, 2023. See the section titled "Plan of Distribution."
Risk Factors	Investing in our securities is highly speculative and involves a high degree of risk. You should carefully read and consider the information in the section titled "Risk Factors", and all other information contained in this Prospectus, before deciding to invest in our securities.

On October 9, 2025, the final 7,938 Cash Pre-funded Warrants and 1,586 Cash Common Warrants that were part of the Cash Private Placement were issued for total proceeds of $0.2 million.

~~The~~On ~~number~~October of9, ~~Common~~2025, ~~Shares~~in toconnection bewith ~~outstanding~~the ~~immediately~~second ~~after~~closing ~~this~~of ~~offering~~the isCash ~~based~~Private onPlacement, 8we issued the remaining 5,~~216~~954,~~095~~743 ~~Common~~Cash ~~Shares~~Pre-funded ~~outstanding~~Warrants asto ofDaniel ~~October~~Reis-Faria, 18our Chief Executive Officer, ~~2023~~in ~~and~~exchange ~~does~~for ~~not~~50,000,000 ~~include:~~0G Tokens.

(We have agreed to file a~~) 686,245~~ re-sale registration statement on Form S-3 registering the resale of the Cash Common ~~Share~~Shares, ~~purchase~~Cash ~~warrants~~Pre-funded ~~with~~Warrant anShares ~~exercise~~and ~~price~~Cash Warrant Shares no later than the six-month anniversary of shareholder approval of the issuance of the Cash Pre-funded Warrant Shares and Cash Warrant Shares at ~~$2.50~~a ~~per~~special ~~share;~~or annual meeting of our shareholders (the "Shareholder Meeting").

~~(b) 221~~The net proceeds from the sale of the Cash Common Shares and Cash Pre-funded Warrants were approximately US$13,660,000 after deducting estimated expenses relating to the Cash Private Placement. We intend to use the net proceeds of the sale of the Cash Common ~~Share~~Shares ~~purchase~~and ~~warrants~~Cash ~~with~~Pre-funded anWarrants ~~exercise~~to ~~price~~further our new digital asset treasury strategy linked to 0G, and to explore and expand the use of ~~$75.00~~the ~~per~~native ~~share;~~AI functionality of the 0G Token to enhance our business and the balance of the net proceeds will be used for general corporate and working capital purposes.

~~(c) 23,000~~Token ~~Common~~Private ~~Share purchase warrants with an exercise price of $66.00 per share;~~Placement

On September 19, 2025, we entered into a securities purchase agreement (dthe "Token Securities Purchase Agreement") 25 with certain investors (the "Token Investors") in connection with the issuance and sale by us to the Token Investors via a private placement (the "Token Private Placement") of an aggregate of 8,~~000~~546,955 pre-funded warrants at a purchase price of US$25.1899 per warrant (the "Token Pre-funded Warrants" and together with the Cash Pre-funded Warrants and the Cash Common ~~Share~~Warrants, the "Warrants") each to purchase ~~warrants~~one common share (each, a "Token Pre-funded Warrant Share" and together with the Cash Pre-funded Warrant Shares and the Cash Warrant Shares, the "Warrant Shares") which shall be exercisable upon shareholder approval and expire when exercised in full, at an exercise price of US$80.800001 per share;. The purchase price of each Token Pre-funded Warrant shall be paid in the form of Tokens, with each token having a deemed value of US$3.00 in accordance with the valuation mutually agreed upon by us and the Token Investors. Closing of the Token Private Placement occurred on September 26, 2025.

~~(e) 59,742~~We ~~Common~~have ~~Share~~agreed ~~stock~~to ~~options~~file ~~with~~a anre-sale ~~average~~registration ~~exercise~~statement ~~price~~on Form S-3 registering the resale of ~~$38.86~~the ~~per~~Token ~~share;~~Pre-funded ~~and~~Warrant Shares no later than the six-month anniversary of the date of shareholder approval at the Shareholder Meeting.

~~(f) 132~~In connection with the Token Private Placement,~~466~~ ~~restricted~~we ~~share~~received ~~awards~~71,766,135 ~~that~~Tokens. Such Tokens, when converted into cash, have ~~not~~an ~~yet~~aggregate ~~vested~~value of approximately US$215,297,806, based upon the agreed upon value of US$3 per Token. Accordingly, the net proceeds from the sale of the Token Pre-funded Warrants were approximately US$215,297,806. We intend to use the Tokens received as consideration for the sale of the Token Pre-funded Warrants to further our new digital asset treasury strategy linked to the Tokens, and to explore and expand the use of the native AI functionality of the Token to enhance our business and the balance of the net proceeds will be used for general corporate and working capital purposes.

~~RISK~~Note ~~FACTORS~~Private Placement

AnOn ~~investment~~September in19, ~~our~~2025, ~~securities~~we isentered ~~highly~~into ~~speculative and involves~~ a ~~high~~securities ~~degree~~purchase ofagreement ~~risk. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. You should carefully consider~~ (the ~~factors~~"Note ~~described~~Securities ~~below,~~Purchase ~~together~~Agreement") with ~~all~~DeFi ofDevelopment ~~the other information contained in this Prospectus~~Corp, ~~including~~a ~~the~~Delaware ~~audited~~corporation ~~and unaudited financial statements and~~ (the ~~related~~"Note ~~notes~~Investor") ~~included~~ in ~~this~~connection ~~Prospectus,~~with ~~before~~the ~~deciding~~issuance ~~whether~~by us to ~~invest in our securities. These risk factors are not presented in~~ the ~~order~~Note ofInvestor ~~importance~~via ora ~~probability~~private ofplacement ~~occurrence. If any of~~ (the ~~following~~"Note ~~risks~~Private ~~actually~~Placement" ~~occurs, our business, financial condition~~ and ~~results~~together ofwith ~~operations~~the ~~could~~Cash bePrivate ~~materially~~Placement and ~~adversely~~Token ~~affected.~~Private ~~In that event~~Placement, the ~~market~~"Private ~~price~~Placements") of ~~our~~an ~~securities~~unsecured ~~could~~convertible ~~decline,~~note ~~and~~in ~~you~~an ~~could~~aggregate ~~lose~~original ~~part~~principal oramount ~~all~~ of ~~your~~Solana ~~investment.~~with ~~Some~~a ~~statements~~current invalue ~~this~~of ~~Prospectus~~US$22, ~~including statements in the following risk factors~~880,000 ~~constitute forward-looking statements. Please refer to~~ (the ~~section titled~~ "~~Cautionary~~ Note ~~Regarding Forward-Looking Statements.~~").

~~Risks~~The ~~Related~~Note accrues interest payable in Solana at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31, beginning September 30, 2025 (each such date, an "Interest Payment Date"). At our option, with respect to ~~this~~any ~~Offering~~Interest Payment Date through and including September 30, 2026, accrued interest for the applicable period can be payable in-kind by capitalizing and adding such accrued interest to the outstanding Solana principal amount. Upon shareholder approval at the Shareholder Meeting, the Note and accrued and unpaid interest are convertible into common shares (the "Note Shares") at a conversion ratio of the U.S. Dollar Value (as defined in the Note) of Solana divided by US$33.34. The Note matures in September 2030, but the holder can demand full prepayment during two 60-day windows after the 1st and 2nd anniversaries of issuance. The Solana is locked under the Note and will unlock equally each month in November 2025 through January 2028. Once unlocked, it can be sold on a Solana exchange.

~~The~~On ~~sale~~October of24, ~~a substantial amount of our Common Shares~~2025, ~~including~~in ~~resale~~connection ofwith the ~~Common~~Note ~~Shares~~Private ~~issuable~~Placement, ~~upon~~we ~~the~~received ~~exercise~~95,333.3333 ofSolana. ~~the~~We ~~Warrants~~intend ~~held~~to byuse the ~~Selling~~Solana ~~Securityholders~~from in the ~~public~~issuance ~~market~~of ~~could~~the ~~adversely~~Note ~~affect~~to ~~the~~further ~~prevailing~~our ~~market~~new ~~price~~digital ofasset ~~our~~treasury ~~Common Shares~~strategy.

WeZero ~~are~~Gravity ~~registering~~Private for resale up to 1,423,760 Common Shares. Sales of substantial amounts of our Common Shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Shares. We cannot predict if and when the Selling Securityholders may sell such Common Shares in the public markets. Furthermore, in the future, we may issue additional Common Shares or other equity or debt securities, including securities in connection with equity-based compensation, that are exercisable or convertible into Common Shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.Placement

~~Management~~On ~~will~~September ~~have~~19, ~~broad~~2025, ~~discretion~~we asentered tointo a loan agreement (the ~~use~~"Loan ofAgreement") between us and Zero Gravity Labs Inc. (the ~~proceeds~~"Zero Gravity"), pursuant to which we agreed to borrow Tokens from ~~the~~Zero ~~exercise~~Gravity ofand ~~Warrants,~~agreed ifto ~~any~~issue to Zero Gravity 1,786,423 ~~and~~common ~~may~~share ~~not~~purchase ~~use~~warrants (the ~~proceeds~~"Loan ~~effectively~~Agreement Warrants") each to purchase one Common Share at an exercise price of USD$0.01 per share.

WeOn ~~may~~September ~~receive proceeds from the exercise of the Warrants to the extent that the Warrants are exercised for cash. The Warrants~~22, ~~however~~2025, ~~are~~we ~~exercisable~~entered oninto a ~~cashless~~securities ~~basis~~purchase ~~under~~agreement ~~certain~~(the ~~circumstances.~~"Zero IfGravity ~~all~~Securities ofPurchase ~~the~~Agreement" ~~Warrants~~ and ~~Pre-Funded~~together ~~Warrants~~with ~~were exercised for cash in full,~~ the ~~gross~~Cash ~~proceeds~~Private ~~would be approximately $3.55 million. We will have considerable discretion in the application of the net proceeds~~Placement, ~~if any, from~~ the ~~cash~~"Cryptocurrency ~~exercise~~Offering") ~~of the Warrants. We intend to use the net proceeds for operating capacity, working capital and general corporate purposes. As a result, investors will be relying upon management's judgment~~ with ~~only~~Zero ~~limited~~Gravity ~~information about our specific intentions~~ for the ~~use~~issuance of ~~the~~a ~~balance~~convertible ofnote (the ~~net~~"Zero ~~proceeds~~Gravity ~~from~~Convertible ~~the~~Note") ~~exercise of the Warrants. We may use the net proceeds for purposes~~ that dowill ~~not~~replace ~~yield a significant return or any return at all for our shareholders. In addition, pending their use, we may invest~~ the ~~net~~Loan ~~proceeds~~Agreement ~~from~~and ~~the~~Loan ~~exercise~~Agreement ~~of the~~ Warrants, insubject ato ~~manner~~closing ~~that~~as ~~does~~described ~~not produce income or that loses value~~below).

~~You~~Pursuant ~~may~~to ~~experience~~the ~~dilution~~Zero Gravity Convertible Note, in connection with the ~~net~~issuance ~~tangible~~by ~~book~~us ~~value~~to ofZero Gravity via a private placement (the ~~Common~~"Zero ~~Shares~~Gravity inPrivate ~~connection~~Placement" and together with the ~~exercise~~Cash ofPrivate ~~Warrants~~Placement, byToken Private Placement and Note Private Placement the ~~Selling~~"Private ~~Securityholders~~Placements") of an unsecured convertible note in an aggregate original principal amount of Tokens with a current value of US$150,000,000. Closing of the Zero Gravity Private Placement occurred on September 26, 2025.

The ~~assumed~~Zero ~~offering~~Gravity ~~price~~Convertible Note accrues interest payable in Tokens at a rate of ~~the~~eight ~~Common~~percent ~~Shares~~(8.0%) ~~underlying~~per ~~the~~annum, ~~Warrants~~payable isquarterly ~~substantially~~in ~~higher~~arrears ~~than~~on March 31, June 30, September 30 and December 31, beginning September 30, 2025 (each such date, an "Interest Payment Date"). At our option, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest for the ~~net~~applicable ~~tangible~~period ~~book~~can ~~value~~be ~~per~~payable ~~Common~~in-kind ~~Share~~by capitalizing and adding such accrued interest to the outstanding Token principal amount. ~~Therefore~~Upon shareholder approval at the Shareholder Meeting, ~~upon~~the ~~exercise~~Zero Gravity Convertible Note and accrued and unpaid interest are convertible into common shares (the "Zero Gravity Note Shares") at a conversion ratio of the ~~Warrants,~~U.S. ~~you~~Dollar ~~may~~Value ~~experience~~(as ~~dilution~~defined in the ~~pro~~Zero ~~forma~~Gravity ~~net~~Convertible ~~tangible~~Note) ~~book~~of ~~value~~Tokens ~~per~~divided ~~Common~~by ~~Share~~US$33.34, subject to updates in accordance with the terms of the Zero Gravity Convertible Note.

~~Risks~~On ~~Related~~October 23, 2025, in connection with the Zero Gravity Private Placement, we received 50,000,000 Tokens. We intend to use the Tokens from the issuance of the Zero Gravity Convertible Note to further our ~~Business~~new ~~and~~digital ~~Industry~~asset treasury strategy.

We ~~are~~intend anto ~~early-stage~~use ~~company~~the ~~with~~net ~~limited~~proceeds ~~operating~~from ~~history~~the Cryptocurrency Offering to further our new digital asset treasury strategy linked to 0G Tokens, and ~~may~~to ~~never~~explore ~~become~~and ~~profitable~~expand the use of the native AI functionality of the 0G Token to enhance our business and the balance of the net proceeds will be used for general corporate and working capital purposes.

We are an early-stage company focused on cultivating, processing, manufacturing and supplying natural, medicinal-grade cannabis flower and high-quality cannabis derived medical and wellness products to large channel distributors and retailers globally. Formed in March 2019, we have a limited operating history. We have limited financial resources and minimal operating cash flow. For the years ended December 31, 2022 and 2021, we had losses of $52.6 million and $21.4 million, respectively, and as of December 31, 2022 an accumulated deficit of $90.9 million.

~~Additionally,~~In ~~there~~connection ~~can~~with bethe noCryptocurrency ~~assurance~~Offering, ~~that~~on ~~additional~~September ~~funding~~20, ~~will~~2025, beMr. ~~available~~Clifford toStarke usresigned ~~for~~as ~~the~~a ~~development~~director ofand our ~~business,~~Chief ~~which~~Executive ~~will~~Officer ~~require~~and ~~the~~Mr. ~~commitment~~Sammy ofDorf ~~substantial~~resigned ~~resources.~~as ~~Accordingly,~~Executive ~~you~~Chairman. On ~~should~~September ~~consider~~20, ~~our~~2025, ~~prospects~~the inBoard ~~light~~ of Directors (the ~~costs,~~"Board") ~~uncertainties,~~appointed ~~delays~~Mr. Daniel Reis-Faria and ~~difficulties~~Michael ~~frequently~~Heinrich ~~encountered~~as bynon-independent ~~companies~~directors inof the ~~early~~Board, ~~stages~~and ofin ~~development.~~connection ~~Potential~~with ~~investors~~their ~~should~~appointments ~~carefully~~to ~~consider~~ the ~~risks~~Board, ~~and~~Mr. ~~uncertainties~~Reis-Faria, ~~that~~was aalso ~~company~~appointed ~~with~~as aour ~~limited~~Chief ~~operating~~Executive ~~history~~Officer ~~will~~and ~~face~~Mr. InHeinrich ~~particular,~~was ~~potential~~also ~~investors~~appointed ~~should~~as ~~consider~~Executive ~~that~~Chairman weeffective ~~may~~September be20, ~~unable to:~~2025.

~~successfully~~Agreement ~~implement~~to orSell ~~execute~~Legacy ~~our~~Hemp ~~business~~and ~~plan,~~Cannabis ~~or that our business plan is sound;~~Business

~~adjust~~On toSeptember ~~changing~~20, ~~conditions~~2025, orwe ~~keep~~entered ~~pace~~into an Equity Transfer and Debt Repayment Agreement (the "Equity Transfer and Debt Repayment Agreement") by and among the Company, Flora Growth US Holdings Corp., a Delaware Company and wholly-owned subsidiary of the Company ("US Holdings," and together with ~~increased~~the ~~demand;~~Company, "Transferor"), Flora Growth US Holdings LLC, a Florida limited liability company ("Lender"), and each of the noteholders of Company set forth on the signatures pages of the Equity Transfer and Debt Repayment Agreement under the heading "Noteholders" (each, a "Noteholder," and collectively, the "Noteholders").

~~attract~~Under the terms of the Equity Transfer and ~~retain~~Debt Repayment Agreement, the Transferor has agreed to transfer to Lender, and Lender has agreed to accept from the Transferor as satisfaction in full of its balance receivable under the promissory notes issued by us to such Noteholders on January 30, 2025 (the "Notes"), 100% of the issued and outstanding equity interests of the following direct and indirect wholly-owned subsidiaries, which collectively comprise our legacy hemp and cannabis business: (i) Australian Vaporizers Pty LTD, an ~~experienced~~Australian ~~management~~limited ~~team~~company; (ii) Vessel Brand Canada Inc., a Canadian corporation; (iii) Klokken Aarhus Inc., a Canadian corporation; (iv) Rangers Pharmaceuticals A/S, a Danish stock-based corporation; (v) TruHC Pharma GmbH, a German limited company; (vi) Vessel Brand Inc., a Delaware corporation; (vii) High Roller Private Label LLC, a Florida limited liability company; (viii) Just Brands LLC; a Florida limited liability company; (ix) Just Brands FL LLC, a Florida limited liability company; (x) Just Brands International LTD, a United Kingdom limited company; and (xi) United Beverage Distribution Inc., a South Dakota corporation (collectively, the "Transferred Interests").

~~successfully~~Under ~~integrate~~the ~~businesses~~terms ~~that~~of wethe ~~acquire;~~Equity orTransfer and Debt Repayment Agreement, prior to the transfer of the Transferred Interests, the Noteholders have agreed to contribute the Notes to Lender in exchange for membership interests in Lender, with such membership interests to be issued to the Noteholders pro rata in accordance with their respective share of the outstanding balance under the Notes.

~~raise~~The ~~sufficient~~closing ~~funds~~of inthe transfer of the ~~capital~~Transferred ~~markets~~Interests, toand ~~effectuate~~the ~~our~~contemporaneous ~~business~~repayment ~~plan,~~of ~~including~~the ~~product~~outstanding ~~development~~balance of the Notes, ~~licensing~~occurred ~~and~~on ~~approvals~~September 26, 2025.

~~Recent~~Business ~~and~~Strategy future acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, may subject us to liability, and harm our results of operations and financial condition.

We have recently acquired Just Brands and Franchise and have a history of acquisitive activity, and we may in the future seek to acquire or invest in businesses, products, or technologies that we believe could complement our operations or expand our breadth, enhance our capabilities, or otherwise offer growth opportunities. Our ~~diversity~~business ~~of product offerings may not be successful. While our growth~~ strategy ~~includes~~is ~~broadening~~built ~~our~~on ~~service~~two ~~and~~core ~~product~~pillars: ~~offerings,~~Digital ~~implementing~~Assets ~~an aggressive marketing plan~~ and ~~employing~~Commercial ~~product~~& ~~diversification, there can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand~~Wholesale. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of our planned growth and diversified product offerings, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. Additionally, the integration of our acquisitions and pursuit of potential future acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In addition, we have limited experience in acquiring other businesses. Specifically, we may not successfully evaluate or utilize the acquired products, assets or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges.

WeDigital ~~may~~Assets not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer. In some cases, minority shareholders may exist in certain of our non-wholly-owned acquisitions (for businesses we do not purchase as an 100% owned subsidiary) and may retain minority shareholder rights which could make a future change of control or corporate approvals for actions more difficult to achieve and/or more costly.

WeAs ~~also~~described ~~make~~above, ~~strategic investments~~ in early~~-stage~~ ~~companies~~2025 ~~developing~~following ~~products~~a ordue ~~technologies~~diligence ~~that~~process, we ~~believe~~began ~~could~~implementing ~~complement~~an ~~our~~expansion ~~business~~strategy orfocused ~~expand~~on ~~our~~identifying ~~breadth,~~and ~~enhance~~pursuing ~~our~~complementary ~~technical capabilities, or otherwise offer~~ growth opportunities. ~~These~~within ~~investments may be in early-stage private companies for restricted stock. Such investments are generally illiquid and may never generate value. Further,~~ the ~~companies~~global indigital ~~which~~asset ~~we invest may not succeed, and our investments would lose their value~~market.

Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized, or we may be exposed to unknown risks or liabilities of our acquisitions. Furthermore, we may be subject to unknown liabilities of the businesses we acquire. In addition, we may become subject to legal proceedings in connection with the businesses of, or resulting from, our acquisitions. For example, we have become party to certain litigation as a result of our acquisition of Franchise, which falls under certain indemnification protections obtained in the acquisition. For more information see the section titled "Legal Proceedings."Overview

The treasury segment executes and manages the Company’s treasury policy with the purpose of purchasing, holding and compounding our digital asset holdings through revenue-accretive staking activities.

The objective for our digital asset treasury strategy in the near-term is to accumulate 0G for the purpose of increasing our treasury holdings and increasing shareholder value. We intend to hold 0G for the long-term and expect to continue to accumulate 0G. As of September 30, 2025, our digital asset holdings consisted of 0G, Solana, and Bitcoin.

Our Treasury Strategy

~~Certain~~We ~~conditions~~have adopted a treasury strategy under which the principal holding in our treasury reserve on the balance sheet will be allocated to cryptocurrency, and specifically a long-term strategy of holding 0G and/or ~~events~~other ~~could~~blockchain-linked ~~disrupt~~cryptocurrencies. Additionally, we intend to monitor ongoing developments in the ~~Company's~~regulatory ~~supply~~environment ~~chains~~around cryptocurrencies, ~~disrupt~~including ~~operations~~pending federal legislation, and ~~increase~~may ~~operating~~modify ~~expenses~~or expand our treasury strategy to the extent we determine compliant with federal rules and regulations and not giving rise to a requirement that the Company register as an investment company under the Investment Company Act. Although we believe that 0G and the blockchain-linked cryptocurrencies in which we have invested or may invest are based on proven blockchain technology and supported by established infrastructure pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this Form 10-Q titled “Risk Factors” under the heading “Risks Related to Investing in Cryptocurrency” pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus entitled “Risk Factors” under the heading “Risks Related to Investing in Cryptocurrency” pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus “Risk Factors” under the heading “Risks Related to Investing in Cryptocurrency” pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus entitled “Risk Factors” under the heading “Risks Related to Investing in Cryptocurrency”.

~~Conditions~~Our orDecision ~~events including, but not limited~~ to, ~~the~~Adopt following could disrupt the Company's supply chains and in particular its ability to deliver its products, interrupt operations at its facilities, increase operating expenses, resulting in loss of sales, delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, extreme heat, earthquakes, etc.; (ii) a ~~local,~~Cryptocurrency regional, national or international outbreak of a contagious disease, including the COVID-19 coronavirus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity; (iii) political instability, social and labor unrest, war or terrorism, including the current conflict between Russia and Ukraine; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.Strategy

~~Cannabis~~Our ~~laws~~Board and senior management have been examining potential uses of cash, ~~regulations~~including acquisitions of cryptocurrency. After studying various alternatives, ~~and~~we ~~guidelines~~decided that investing in cryptocurrency is currently a better business strategy. Cryptocurrency, which are ~~dynamic~~digital assets that are issued by and transmitted through an open source protocol, collectively maintained by a peer-to-peer network of decentralized user nodes, will be our principal treasury holding on an ongoing basis, subject to ~~changes~~market conditions and our anticipated cash needs. Specifically, we expect that a significant amount of the holdings in our treasury reserve will consist of 0G, Solana, and/or other cryptocurrencies that are intrinsically linked to a blockchain system, and the value of which is derived from or is reasonably expected to be derived from the use of the blockchain system. As we embark on our new acquisition strategy, our Board intends to proactively evaluate our use of cash, ensuring we maintain adequate working capital.

~~Cannabis~~Other ~~laws~~than ~~and~~acquiring ~~regulations~~cryptocurrency ~~are~~with ~~dynamic~~our ~~and~~liquid ~~subject~~assets tothat ~~evolving~~exceed ~~interpretations~~working ~~which~~capital ~~could~~requirements, ~~require~~our uscryptocurrency totreasury ~~incur~~strategy ~~substantial~~may ~~costs~~also ~~associated~~involve ~~with~~issuing ~~compliance~~debt or ~~alter~~equity ~~certain~~securities ~~aspects~~or ofengaging ~~our~~in ~~business~~other ~~plan.~~capital Itraising istransactions ~~also~~with ~~possible~~the ~~that~~objective ~~regulations~~of ~~may~~using bea ~~enacted~~significant inportion of the ~~future~~proceeds ~~that~~to ~~will~~purchase becryptocurrency ~~directly~~from ~~applicable~~time to ~~certain~~time, ofsubject ~~our~~to ~~products~~market conditions. We view cryptocurrency potentially as a core holding and~~/or~~ ~~aspects~~expect ofto ~~our~~accumulate ~~businesses~~cryptocurrency following this offering. We ~~cannot~~have ~~predict~~not set any specific target for the ~~nature~~amount of ~~any~~cryptocurrency ~~future~~we ~~laws,~~seek ~~regulations~~to hold, ~~interpretations~~although orunder ~~applications,~~the ~~nor~~treasury ~~can~~strategy we ~~determine~~intend ~~what~~to ~~effect~~adopt ~~additional~~we ~~governmental~~will ~~regulations~~maintain ora ~~administrative~~significant ~~policies~~amount ~~and~~of ~~procedures~~our holdings in 0G, ~~when~~Solana, and/or ifother ~~promulgated,~~blockchain-linked ~~could~~cryptocurrencies. ~~have~~We onwill ~~our~~continue ~~business~~to monitor market conditions in determining whether to engage in financings to purchase additional cryptocurrency. ~~Management~~This ~~expects~~overall strategy also contemplates that ~~the~~we ~~legislative~~may ~~and~~(i) ~~regulatory~~periodically ~~environment~~sell incryptocurrency for general corporate purposes, including to generate cash for treasury management (which may include debt repayment or the ~~cannabis~~repurchase ~~industry~~of our securities, if appropriate at such time), for acquisitions, or for strategies that generate tax benefits in ~~Colombia~~accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our cryptocurrency holdings, and ~~internationally~~(iii) ~~will~~pursue ~~continue~~strategies to becreate ~~dynamic~~income ~~and~~streams ~~will~~or ~~require~~otherwise ~~innovative~~generate ~~solutions~~funds tousing ~~try~~our tocryptocurrency ~~comply~~holdings. ~~with~~While ~~this~~we ~~changing~~intend ~~legal~~to ~~landscape~~refine inand ~~this~~formally ~~nascent~~adopt ~~industry~~a ~~for~~treasury ~~the~~strategy ~~foreseeable~~as ~~future.~~soon ~~Compliance~~as ~~with~~practicable, ~~any~~at ~~such~~this ~~legislation~~time, ~~may~~we do not have a ~~material~~specific ~~adverse~~policy ~~effect~~governing onthe percentage of our ~~business,~~treasury ~~financial~~holdings ~~condition~~that ~~and~~will ~~results~~be ofany ~~operations~~particular cryptocurrency.

~~Public~~Digital ~~opinion~~Asset ~~can~~Treasury also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public's perception of the cannabis industry could affect future legislation or regulation in different jurisdictions. Policy

~~Demand~~We ~~for~~intend ~~cannabis~~to ~~and~~establish ~~derivative~~a ~~products~~digital ~~could~~assets betreasury ~~adversely~~policy ~~affected~~(the “Digital Assets Policy”) which will assist in developing and ~~significantly~~managing ~~influenced~~our bycryptocurrency ~~scientific~~treasury ~~research~~strategy. orThe ~~findings,~~Digital ~~regulatory~~Assets ~~proceedings,~~Policy ~~litigation,~~be ~~media~~approved ~~attention~~by orthe ~~other~~Board ~~research~~and ~~findings~~reviewed on a quarterly basis.

The legal cannabis industry is at a relatively early stage of its development. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of medicinal cannabis are mixed and evolving and can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medicinal cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medicinal cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity, could have a material adverse effect on the demand for medicinal cannabis and on our business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of medicinal cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medicinal cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. Our ability to gain and increase market acceptance of our business may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful and their failure to materialize into significant demand may have an adverse effect on our financial condition. Custody

Our cryptocurrency will be held offline in cold storage with one or more third-party qualified custodians. Digital assets like cryptocurrency depend on private keys to retrieve and transfer funds.

~~Damage~~We plan to hold our cryptocurrency in custody accounts at either a U.S.-based, institutional-grade custodian that has demonstrated a record of regulatory compliance and information security or offshore third party managed custody accounts, which the Company's ~~reputation~~will ~~can~~control. beAs we further execute on our strategy, we may expand our holdings to multiple similar custodians. However, as of the ~~result~~date of this prospectus, we have entered into custodian agreements with BitGo, Inc. and Kraken (legally named Payward, Inc.). In the ~~actual~~event that we are not able to maintain such a custodial arrangement prior to or ~~perceived~~shortly ~~occurrence~~following the consummation of ~~any~~the ~~number~~offering, the development and implementation of ~~events~~our treasury strategy would be interrupted, ~~and~~which could ~~include~~cause ~~any~~a ~~negative~~material ~~publicity~~adverse effect on our business, ~~whether~~prospects, and market price of our common shares. If we are not able to maintain our custodial agreements prior to or shortly following the consummation of the offering, we will maintain the net proceeds from this offering that we intend to use to purchase cryptocurrency as cash deposits or cash management instruments, such ~~publicity~~as isU.S. ~~accurate~~government securities or ~~not~~money market mutual funds until such time that we enter into a custodial arrangement for our cryptocurrency holdings.

The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities, whether true or not. Although the Company believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputational loss may result in decreased ability to enter into new customer, distributor or supplier relationships, retain existing customers, distributors or suppliers, reduced investor confidence and access to capital, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows and growth prospects.Competition

WeOur ~~are~~digital ~~subject~~asset totreasury ~~the~~strategy ~~inherent~~segment ~~risk~~operates ofin ~~exposure~~a tohighly ~~product~~competitive ~~liability~~and ~~claims~~ever-changing cryptoeconomy and faces significant competition, ~~actions~~ranging from larger digital asset treasury companies, digital asset trading platforms, and ~~litigation~~validator peers. The cryptoeconomy is continuously expanding, and we expect to face competition from new entrants in the future as the adoption of digital assets continues to grow.

AsCommercial ~~a distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action~~ and litigation if our products are alleged to have caused bodily harm or injury. In addition, the sale of our products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks, possible side effects or interactions with other substances. Product liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.Wholesale

WeOur ~~are~~Commercial ~~subject~~and toWholesale pillar encompasses the ~~inherent~~distribution ~~risks~~of ~~involved~~pharmaceutical products to international markets. This pillar is anchored by Flora’s wholly owned subsidiary, Phatebo, a multi-national operator in pharmaceutical distribution, with ~~product~~principal ~~recalls~~operations in Germany.

~~Manufacturers~~Phatebo ~~and~~is ~~distributors of products are sometimes subject to the recall or return of their products for~~ a ~~variety~~wholesale ofpharmaceutical ~~reasons,~~distribution ~~including~~company ~~product defects, such as contamination, unintended harmful side effects or interactions~~ with ~~other~~import ~~substances, packaging safety~~ and ~~inadequate~~export orcapabilities ~~inaccurate labeling disclosure. If any~~ of our products are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a ~~significant~~wide ~~amount~~range of ~~sales~~pharmaceutical ~~and~~goods ~~may not be able~~ to ~~replace~~treat ~~those sales at an acceptable margin, or at all. In addition,~~ a ~~product~~variety recall may require significant management attention. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if our products are subject to recall, our reputation could be harmed. A recall for any of ~~the~~health ~~foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally~~indications, ~~product~~including ~~recalls~~drugs ~~may~~related ~~lead~~ to ~~increased~~cancer ~~scrutiny of our operations by regulatory agencies~~therapies, ~~requiring further management~~ attention,-deficit/hyperactivity ~~potential~~disorder ~~loss of applicable licenses~~(“ADHD”), ~~and~~multiple ~~potential~~sclerosis ~~legal fees~~ and ~~other~~anti-depressants, ~~expenses~~among others.

~~The~~Sales, ~~Company's~~Marketing, ~~products~~and ~~could~~Distribution ~~have unknown side effects.~~

IfWe ~~the~~sell products ~~the~~through ~~Company~~two ~~sells~~main ~~are~~channels: ~~not~~wholesale ~~perceived to have the effects intended by the end user, its business may suffer~~ and ~~the business may be subject to products liability or other legal actions~~retail. ~~Many~~Within ~~of the Company's products contain innovative ingredients or combinations of ingredients. There is little long-term data available with respect to efficacy~~Phatebo, ~~unknown~~sales ~~side~~are ~~effects~~primarily ~~and/or~~focused ~~interaction~~on ~~with~~wholesale ~~individual~~partners ~~human biochemistry, or interaction with other drugs. Moreover, there is little long-term data available with respect to efficacy, unknown side effects~~ and~~/or~~ ~~its~~are ~~interaction~~concentrated ~~with~~in ~~individual animal biochemistry~~Europe. ~~As a result, the Company's products could have certain side effects if not taken as directed or if taken by an end user that has certain known or unknown medical conditions.~~

Regulatory

Flora has obtained the licenses to operate on a global scale including required governmental approvals, licenses and permits. A summary of such governmental approvals, licenses and permits are set forth below.

Human Capital Resources

As of November 28, 2025, we had a total of 21 employees, all of whom were full-time. A total of 6 of our employees and consultants were based in North America, in the United States and Canada and 15 of our employees and consultants were based internationally in Germany.

To our knowledge, none of our employees are represented by a labor organization or are a party to any collective bargaining arrangement. We have not experienced any work stoppages and we consider our relations with our employees to be good.

Corporate Information

We were originally incorporated on March 13, 2019, under the laws of the Province of Ontario. We are an early-stage company with our registered office located at 40 King St W Suite 2400, Toronto, ON M5H 3S1. Our principal place of business in the United States is located at 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida, United States 33309 and our phone number is (954) 842-4989. Our website address is www.floragrowth.com. The information contained on, or that can be accessed through, our website does not constitute a part of this registration statement and is not incorporated by reference herein.

The ELOC Agreement with White Lion

On November 28, 2025, we entered into the ELOC Agreement with White Lion pursuant to which White Lion has agreed to purchase from us up to an aggregate of $25 million of Shares (the “Initial Commitment”) from time to time over the term of the ELOC Agreement, which amount may be increased to up to an aggregate of $50 million of Shares upon mutual agreement by the parties and subject to the satisfaction of certain conditions (the “Total Commitment”). Also, on November 28, 2025, we entered into a registration rights agreement with White Lion (the “Registration Rights Agreement”). Pursuant to our obligations under the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register the resale under the Securities Act, of the Shares that may be issued to White Lion pursuant to the Total Commitment under the ELOC Agreement.

~~The~~Pursuant ~~Company~~to ~~may~~the beELOC ~~unable~~Agreement, we agreed to ~~anticipate~~pay ~~changes~~a commitment fee to White Lion in ~~its~~the ~~potential~~form ~~client~~of ~~requirements~~Shares ~~that~~with ~~could~~an ~~make~~aggregate market value of $125,000 or 0.5% of the ~~Company's~~Initial ~~existing~~Commitment ~~products~~(the ~~and~~“Initial ~~services~~Commitment ~~obsolete~~Fee”), which will be paid on the effective date of the Registration Statement (the “Initial Commitment Fee Payment Date”). The ~~Company's~~Initial ~~success~~Commitment Fee will ~~depend,~~be indetermined ~~part,~~based on ~~its~~the ~~ability~~amount toof ~~continue~~Shares equal to ~~enhance~~$125,000 ~~its~~divided ~~product~~by ~~and~~the ~~service~~lowest ~~offerings~~trade soprice asof the common shares on the earlier of (i) the date the Registration Statement becomes effective or (ii) the date that is 180 days following signing of the ELOC Agreement. For the avoidance of doubt, we shall owe to ~~address~~the Selling Shareholder no more than $125,000 in Commitment Shares regardless of whether the ~~increasing~~Registration ~~sophistication~~Statement ~~and~~goes ~~varied~~effective ~~needs~~within 180 days or not. In no scenario shall we pay an additional cost above $125,000 aside from an increase in the Commitment Amount. This prospectus covers the resale by the Selling Shareholder of an aggregate of 6,300,000 Shares, comprised of: (i) the ~~market~~Initial Commitment Shares; and ~~respond~~(ii) the Shares that we may, in our sole discretion, elect to ~~technological~~issue and ~~regulatory~~sell ~~changes~~to ~~and~~White ~~emerging~~Lion, ~~industry~~from ~~standards~~time ~~and~~to ~~practices~~time onafter athe ~~timely~~date ~~and~~of ~~cost-effective~~this ~~basis~~prospectus, as part of the Total Commitment pursuant to the ELOC Agreement.

~~Research~~We ~~regarding~~do not have the ~~medical~~right ~~benefits,~~to ~~viability,~~commence ~~safety,~~any ~~efficacy~~sales of our Shares to White Lion under the ELOC Agreement until all of the conditions set forth in the ELOC Agreement have been satisfied, ~~use~~including ~~and~~that ~~social~~the ~~acceptance~~SEC has declared effective the registration statement that includes this prospectus registering the resale of ~~cannabis~~the orShares ~~isolated~~being ~~cannabinoids~~issued and sold to White Lion under the Total Commitment (~~such~~the “Commencement”). Under the ELOC Agreement, upon Commencement, on a day that we select (so long as ~~CBD~~the ~~and~~time ~~THC~~of ~~remains~~delivery of such purchase notice is delivered in ~~early~~accordance ~~stages~~with the ELOC Agreement, such date, the “Purchase Date”), we may direct White Lion to purchase the number of Shares equal to 40% of the average daily trading volume of the common shares immediately preceding the delivery of the purchase notice. This limit may be waived by White Lion in connection with any particular purchase notice.

~~There~~Under ~~have~~applicable ~~been~~rules of ~~relatively~~the ~~few~~Nasdaq ~~clinical~~Stock ~~trials~~Market, onin no event may we issue or sell to White Lion under the ~~benefits~~ELOC Agreement any Shares to the extent the issuance of ~~cannabis~~such orShares, ~~isolated~~when ~~cannabinoids~~aggregated with all other Shares issued pursuant to the ELOC Agreement (~~such~~including asthe ~~CBD~~Initial Commitment Shares and ~~THC).~~any ~~Although~~other commitment shares that may be issued pursuant to the ~~Company~~ELOC ~~believes~~Agreement ~~that~~(collectively, the ~~articles~~“Commitment Shares”)), ~~reports~~would ~~and~~cause ~~studies~~the ~~support~~aggregate ~~its~~number ~~beliefs~~of ~~regarding~~Shares issued pursuant to the ~~medical~~ELOC ~~benefits,~~Agreement ~~viability~~to exceed more than 149,287 ~~safety~~Shares (the “Exchange Cap”) under the ELOC Agreement, ~~efficacy~~which equals 19.99% of our outstanding common shares as of the execution date of the ELOC Agreement, ~~dosing~~unless ~~and~~shareholder ~~social~~approval ~~acceptance~~is obtained to issue in excess of ~~cannabis~~the Exchange Cap; provided, ~~future~~however, ~~research~~that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and ~~clinical~~at ~~trials~~all ~~may~~times ~~prove~~thereafter ~~such~~the ~~statements~~average price paid for all Shares issued under the ELOC Agreement is equal to beor ~~incorrect~~greater than $7.54, orsubject ~~could~~to ~~raise~~adjustment ~~concerns~~for ~~regarding~~any reorganization, ~~and~~recapitalization, ~~perceptions~~non-cash ~~relating~~dividend, tostock split, ~~cannabis~~reverse stock split or other similar transaction (the “Minimum Price”). ~~Given~~Notwithstanding ~~these~~the ~~risks~~foregoing, ~~uncertainties~~we ~~and~~shall ~~assumptions~~not be required or permitted to issue, ~~investors~~and ~~should~~the Selling Shareholder shall not ~~place~~be ~~undue~~required ~~reliance~~to onpurchase, any Shares under the ELOC Agreement if such ~~articles~~issuance ~~and~~would ~~reports.~~violate ~~Future~~the ~~research~~rules ~~studies~~or ~~and~~regulations ~~clinical~~of ~~trials~~the Nasdaq Stock Market. We may, ~~draw~~in ~~opposing~~our ~~conclusions~~sole discretion, determine whether to ~~those~~obtain ~~stated~~shareholder ~~herein~~approval orto ~~reach~~issue ~~negative~~more ~~conclusions~~than ~~related~~19.99% toof ~~medical~~our ~~cannabis,~~outstanding ~~which~~common ~~could~~shares ~~have~~if asuch ~~material~~issuance ~~adverse~~would ~~effect~~require onshareholder approval under the ~~demand~~rules ~~for~~or ~~the~~regulations ~~Company's~~of ~~products,~~the ~~which~~Nasdaq ~~could~~Stock ~~result~~Market. inThe aExchange ~~material~~Cap ~~adverse~~shall ~~effect~~be reduced, on ~~our~~a ~~business~~share-for-share basis, ~~financial~~by ~~condition~~the ~~and~~number ~~results~~ of ~~operations~~common shares issued or ~~prospects~~issuable that may be aggregated with the transactions contemplated by the ELOC Agreement under applicable rules of the Nasdaq Stock Market.

~~Our~~The ~~growth~~ELOC ~~depends~~Agreement also prohibits us from directing White Lion to purchase any Shares if those Shares, when aggregated with all other common shares then beneficially owned by White Lion, would result in ~~part~~White Lion having beneficial ownership of more than 4.99% (provided that the Selling Shareholder may increase this ownership up to 9.99% at its sole discretion upon sixty-one (61) days prior written notice to us) of the then total outstanding common shares, onas ~~expanding~~calculated ~~into~~pursuant ~~additional~~to ~~consumer~~Section ~~markets~~13(d) the Exchange Act, and Rule 13d-3 thereunder, which limitation we ~~may~~refer ~~not~~to as the "Beneficial Ownership Cap." Notwithstanding the foregoing limitation, it would be ~~successful~~possible for us to sell more than 4.99% or 9.99%, as applicable, of our outstanding common shares to White Lion on any given day if, during the course of such day, White Lion sold the Shares acquired by it such that it no longer owned 4.99% or 9.99%, as applicable, of our outstanding common shares, provided that, in ~~doing~~no soevent, would White Lion own more than 4.99% or 9.99%, as applicable, of our outstanding common shares at any one time.

WeUpon ~~believe~~receipt ~~that our future growth depends not only on continuing to provide our current customers with new products, but also continuing to enlarge our customer base. The growth~~ of ~~our~~a ~~business~~purchase ~~will~~notice ~~depend,~~from ~~in part~~us, onWhite ~~our~~Lion ~~ability~~is toobligated ~~continue~~ to ~~expand~~purchase inShares ~~the United States,~~ as ~~well as into international markets. We are investing significant resources in these areas, and although~~ we ~~hope that our products will gain popularity~~direct, wesubject ~~may~~to ~~face~~certain ~~challenges~~conditions ~~that~~and ~~are different from those we currently encounter~~limitations, ~~including~~at ~~competitive merchandising, distribution, hiring, and other difficulties. We may also encounter difficulties in attracting customers due to~~ a ~~lack~~price ofper ~~consumer~~Share ~~familiarity~~calculated ~~with~~based oron ~~acceptance of our brand, or~~ a ~~resistance~~discount to ~~paying~~recent ~~for~~trading ~~premium~~prices ~~products, particularly in international markets. In addition, although we are investing in sales and marketing activities to further penetrate newer regions, including expansion~~ of ~~our~~the ~~dedicated sales force, we may not be successful~~Shares. IfThe wepurchase ~~are~~price ~~not~~per ~~successful,~~Share ~~our~~for ~~business~~each ~~and~~purchase ~~results~~will ~~of operations may~~ be ~~harmed.~~:

Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.

The price and availability of key components used to manufacture our products has been increasing and may continue to fluctuate significantly. In addition, the cost of labor within our company or at our third-party manufacturers could increase significantly due to regulation or inflationary pressures. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, and availability can be limited due to political and economic issues. Any fluctuations in the cost and availability of any of our raw materials, packaging, or other sourcing or transportation costs could harm our gross margins and our ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these product cost increases or fluctuations, our results of operations could be harmed.

We rely on third-parties for raw materials and to manufacture and compound some of our products. We have no control over these third parties and if these relationships are disrupted our results of operations in future periods will be adversely impacted.

We currently hold short term supply contracts with unaffiliated third-party vendors for our critical raw materials. In addition, some of our products are manufactured or compounded by unaffiliated third parties and the use of these third-party co-packers changes from time to time due to customer demand and the composition of our product mix and product portfolio. We do not have any long-term contracts with any of these third parties, and we expect to compete with other companies for raw materials, production and imported packaging material capacity. If we experience significant increased demand or need to replace an existing raw material supplier or third-party manufacturer, there can be no assurances that replacements for these third-party vendors will be available when required on terms that are acceptable to us, or at all, or that any manufacturer or compounder would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new sources, we may encounter delays in production and added costs as a result of the time it takes to engage third parties. Any delays, interruption or increased costs in raw materials and/or the manufacturing or compounding of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long-term.

~~The~~• For ~~Company's~~a ~~inventory~~regular ~~has~~purchase anotice, ~~shelf~~97% ~~life~~of ~~and~~the ~~may~~lowest ~~reach~~daily ~~its~~VWAP ~~expiration~~of the Shares for the two consecutive business days commencing on and ~~not~~including bethe ~~sold.~~day the regular purchase notice is delivered; or

~~The~~• For ~~Company holds finished goods in inventory and its inventory has~~ a ~~shelf~~rapid ~~life.~~purchase ~~Finished~~notice, ~~goods~~either in(i) the ~~Company's~~lowest ~~inventory~~traded ~~may~~price ~~include~~of ~~cannabis~~the ~~flower,~~Shares ~~cannabis~~on ~~oil~~the ~~products~~date ~~and~~the ~~cosmeceuticals.~~rapid ~~The~~purchase ~~Company's~~notice ~~inventory~~is ~~may~~delivered ~~reach~~or ~~its~~(ii) ~~expiration~~97% ~~and~~of ~~not be sold. Although management regularly reviews~~ the ~~quantity~~lowest ~~and~~traded ~~remaining~~price ~~shelf life~~ of ~~inventory~~the onShares ~~hand,~~two ~~and~~hours ~~estimates~~following ~~manufacturing~~the ~~and~~written ~~sales~~confirmation ~~lead times in order to manage its inventory, write-downs~~ of ~~inventory~~the ~~may~~acceptance ~~still be required. Any such write-down~~ of ~~inventory~~the ~~could~~rapid ~~have~~purchase anotice ~~material~~by ~~adverse effect on~~ the ~~Company's~~Selling ~~business, financial condition, and results of operations~~Shareholder.

~~The~~Other ~~seasonal~~than ~~trends~~as indescribed ~~our~~above, ~~business~~there ~~create~~are ~~variability~~no intrading ~~our~~volume ~~financial~~requirements or restrictions under the ELOC Agreement, and ~~operating~~we ~~results~~will control the timing and amount of any sales of our Shares to White Lion.

~~Our~~We ~~financial~~will ~~and~~control ~~operating~~the ~~results~~timing ~~are~~and ~~subject~~amount toof ~~seasonal~~any ~~and~~sales ~~quarterly~~of ~~variations in~~ our ~~net~~Shares ~~revenue~~to ~~and~~White ~~operating~~Lion ~~income~~under ~~and,~~the asELOC ~~a result~~Agreement, ~~our~~but ~~quarterly~~not ~~results~~the ~~may~~timing ~~fluctuate~~ and ~~could be below expectations. Our business has realized a disproportionate~~ amount of ~~our~~any ~~net~~subsequent ~~revenue~~resales ~~and~~by ~~earnings for prior fiscal years in~~ the ~~third~~Selling ~~and~~Sthareholder. ~~fourth~~The ~~quarter~~purchase asprice ~~a result~~ of the ~~holiday~~Shares ~~season,~~that ~~and~~may webe ~~expect~~sold ~~this~~to ~~seasonal~~White ~~impact~~Lion onin ~~our~~regular ~~operations~~purchases tounder ~~continue in~~ the ~~future.~~ELOC IfAgreement wewill ~~experience~~be ~~lower~~based ~~than expected net revenue during any third or fourth quarter, it may have disproportionately large effects~~ on ~~our~~an ~~operating~~agreed ~~results~~upon ~~and~~fixed ~~financial~~discount ~~condition~~to ~~for~~the ~~that~~market ~~year.~~price ~~Any~~of ~~factors that harm~~ our ~~third~~common orshares ~~fourth~~as ~~quarter~~computed ~~operating~~pursuant ~~results,~~to ~~including~~the ~~disruptions~~terms ~~in our brands or our supply chains or unfavorable economic conditions, could have a disproportionate effect on our results~~ of ~~operations~~the ~~and~~ELOC ~~our financial condition for our entire fiscal year~~Agreement.

The ~~Company~~ELOC Agreement may ~~not~~be terminated in the event of a material breach of the ELOC Agreement by the Investor, which shall be ~~able~~effected by written notice being sent by us to ~~maintain~~the ~~effective~~Selling ~~quality~~Shareholder. ~~control~~In ~~systems~~addition, the ELOC Agreement shall automatically terminate on the earlier of (i) the end of the commitment period (which shall mean the period commencing on the execution date of the ELOC Agreement and ending on the earlier of (a) the date on which the Selling Shareholder shall have purchased an aggregate number of Shares pursuant to the ELOC Agreement equal to the commitment amount or (b) twenty four (24) months following the execution date of the ELOC Agreement) (the "Commitment Period") or (ii) the date that, pursuant to or within the meaning of any bankruptcy law codified as Title 11, U.S. Code, or any similar federal or state law for the relief of debtors, we commence a voluntary case or any person commences a proceeding against us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefit of our creditors.

~~The~~This ~~Company~~prospectus ~~may~~covers ~~not~~the beresale ~~able~~by tothe ~~maintain~~Selling Shareholder of an ~~effective~~aggregate ~~quality~~of ~~control~~6,300,000 ~~system.~~Shares, ~~The~~comprised ~~Company~~of: ~~ascribes~~(i) ~~its~~the ~~early~~Initial ~~successes~~Commitment Shares; and (ii) the Shares that we may, in ~~part~~our sole discretion, onelect ~~its~~to ~~commitment~~issue and sell to ~~product~~White ~~quality~~Lion, ~~and~~from ~~its~~time ~~effective~~to ~~quality~~time ~~control~~after ~~system~~the date of this prospectus, as part of the Total Commitment pursuant to the ELOC Agreement. ~~The~~Depending ~~effectiveness~~on the market prices of our common shares at the ~~Company's~~time ~~quality~~we ~~control~~elect ~~system~~to issue and ~~its~~sell ~~ability~~Shares to ~~obtain~~White Lion under the ELOC Agreement and the market price of our common shares used to determine the Initial Commitment Fee and/or ~~maintain~~the ~~good~~Total ~~manufacturing~~Commitment ~~practice~~Fee, ~~("GMP")~~as ~~certification~~applicable, ~~with~~we ~~respect~~may need to ~~its~~register ~~manufacturing~~the resale of additional Shares under the Securities Act in order to receive aggregate gross proceeds equal to the $25 million Initial Commitment (or up to the $50 million Total Commitment, ~~processing~~if and ~~testing~~to ~~facilities~~the ~~depend~~extent onthe aInitial ~~number~~Commitment is increased and certain other conditions are satisfied) available to us under the ELOC Agreement. If all of ~~factors~~the 6,300,000 Shares ~~including~~offered by White Lion under this prospectus (which Shares include the ~~design~~entirety of ~~its~~the ~~quality~~$50 ~~control~~million ~~procedures,~~Total ~~training~~Commitment) ~~programs,~~were issued and ~~its~~outstanding ~~ability~~as toof ~~ensure~~the ~~that~~date ~~its~~hereof, ~~employees~~such ~~adhere~~Shares towould represent approximately: (i) 89.40% of the ~~Company's~~total ~~policies~~number of our common shares outstanding and ~~procedures~~approximately 90.33% ~~The~~of ~~Company~~the ~~also~~total ~~depends~~number onof ~~service~~outstanding ~~providers~~common ~~such~~shares held by non-affiliates and (ii) 89.40% of the total voting power of all classes of our capital stock outstanding, in each case as ~~toll~~of ~~manufacturers~~the date hereof. If we elect to issue and ~~contract~~sell ~~laboratories~~more than the 6,300,000 Shares offered under this prospectus to ~~manufacture~~White Lion, ~~process~~which orwe ~~test~~have ~~its~~the ~~products~~right, ~~that~~but ~~are~~not ~~subject~~the obligation, to ~~GMP~~do, ~~certification~~we ~~requirements~~must first (i) register the resale under the Securities Act of any such additional common shares, which could cause additional substantial dilution to our shareholders, and (ii) if applicable, obtain shareholder approval to issue common shares in excess of the Exchange Cap (as defined below) under the ELOC Agreement. The number of Shares ultimately offered for resale by White Lion is dependent upon the number of Shares we sell to White Lion under the ELOC Agreement.

WeThe ~~expect~~issuance ~~that~~of ~~regulatory~~our ~~agencies~~Shares to the Selling Shareholder pursuant to the ELOC Agreement will ~~periodically~~not ~~inspect~~affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our ~~service~~existing ~~providers'~~shareholders ~~facilities~~will tobe ~~evaluate~~diluted ~~compliance~~as ~~with~~a ~~applicable~~result ~~GMP~~of ~~requirements~~any such issuance. ~~Failure~~Although tothe ~~comply~~number ~~with~~of ~~these~~common ~~requirements~~shares ~~may~~that ~~subject~~our usexisting orshareholders ~~our~~own ~~service~~will ~~providers~~not todecrease, ~~possible~~the ~~regulatory~~common ~~enforcement~~shares ~~actions.~~owned ~~Any~~by ~~failure~~our orexisting ~~deterioration~~shareholders ofwill ~~the~~represent ~~Company's~~a orsmaller ~~its~~percentage ~~service~~of ~~providers'~~our ~~quality~~total ~~control~~outstanding ~~systems,~~common ~~including~~shares ~~loss~~after ofany ~~GMP~~such ~~certification,~~issuance ~~may~~to ~~have~~White aLion. ~~material~~For ~~adverse~~more ~~effect~~detailed oninformation regarding the ~~Company's~~ELOC ~~business~~Agreement, ~~results~~see ofthe ~~operations~~section ~~and~~entitled ~~financial~~"ELOC ~~condition~~Financing."

~~Energy~~Recent prices and supply may be subject to change or curtailment due to new laws or regulations, imposition of new taxes or tariffs, interruptions in production by suppliers, imposition of restrictions on energy supply by government, worldwide price levels and market conditions. Developments

~~The~~At ~~Company requires diesel and electric energy and other resources for its cultivation and harvest activities and for transportation of cannabis.~~ The ~~Company~~Market ~~relies~~Sales ~~upon~~Agreement ~~third~~with ~~parties~~Revere ~~for~~Securities its supply of energy resources used in its operations. The prices for and availability of energy resources may be subject to change or curtailment, respectively, due to, among other things, new laws or regulations, imposition of new taxes or tariffs, interruptions in production by suppliers, imposition of restrictions on energy supply by government, worldwide price levels and market conditions. Although the Company attempts to mitigate the effects of fuel shortages, electricity outages and cost increases, the Company's operations will continue to depend on external suppliers of fuel and electricity. If energy supply is cut for an extended period and the Company is unable to find replacement sources at comparable prices, or at all, the Company's business, financial condition and results of operations could be materially and adversely affected.LLC

~~The~~ ~~cannabinoid~~On ~~industry~~September ~~faces~~29, ~~strong~~2025, ~~opposition~~we ~~and~~filed ~~may~~a ~~face~~prospectus ~~similar~~supplement ~~opposition~~(the in"ATM ~~other~~Prospectus ~~jurisdictions~~Supplement") to its effective U.S. registration statement on Form S-3 (File No. 333-274204) in ~~which~~connection with its "at the market" ("ATM") Sales Agreement with Revere Securities LLC, dated September 23, 2025. Pursuant to the ATM Prospectus Supplement, we ~~operate~~may, at our discretion from time to time, sell up to an additional $3,450,000 of common shares under its "at the market" program.

~~Many~~By ~~political~~filing ~~and~~the ~~social~~ATM ~~organizations~~Prospectus ~~oppose hemp and cannabis and their legalization~~Supplement, ~~and many people, even those who support legalization, oppose~~ the ~~sale~~offering of ~~hemp~~common ~~and~~shares ~~cannabis~~under inthe ~~their~~prospectus ~~geographies.~~supplement ~~Our~~dated ~~business~~September ~~will need support from local governments~~23, ~~industry~~2025 ~~participants,~~(the ~~consumers~~"Previous ~~and~~Prospectus ~~residents~~Supplement") towas ~~be successful~~terminated. ~~Additionally,~~We ~~there~~sold ~~are~~common ~~large,~~shares ~~well-funded~~with ~~businesses~~an ~~that~~aggregate ~~may~~value ~~have~~of ~~a strong opposition to the cannabis industry. For example~~$129,482 ~~the~~under ~~pharmaceutical and alcohol industries have traditionally opposed cannabis legalization. Any efforts by these or other industries to halt or impede~~ the ~~cannabis~~Previous ~~industry~~Prospectus ~~could have detrimental effects on our business~~Supplement.

~~The~~In ~~Company~~October is2025, ~~subject~~we toissued ~~wholesale~~a ~~price~~total ~~volatility~~of ~~that~~19,585 ~~could~~common ~~expose~~shares ~~the~~at ~~Company~~a topurchase ~~lower~~price ~~than~~of ~~anticipated~~$17.02 ~~revenues,~~per Share for gross ~~margins,~~proceeds ~~net~~of ~~income~~$0.3 ~~and~~million ~~cash~~as ~~flows~~part of the ATM offering.

~~The~~Second ~~pharmaceutical~~Closing ~~distribution and cannabis industries are margin-based businesses in which gross profits depend on the excess~~ of sales prices over costs. Consequently, profitability is sensitive to fluctuations in wholesale and retail prices caused by changes in supply (which itself depends on other factors such as weather, fuel, equipment and labor costs, shipping costs, economic situation, government regulations and demand), taxes, government programs and policies for the ~~pharmaceutical~~Cash ~~distribution~~Private and cannabis industries (including price controls and wholesale price restrictions that may be imposed by government agencies responsible for the sale of pharmaceuticals and cannabis), and other market conditions, all of which are factors beyond our control. The Company's operating income may be significantly and adversely affected by a decline in the price of pharmaceuticals and cannabis and will be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry, as our profitability is directly related to the price of pharmaceuticals and cannabis. These prices affected by numerous factors beyond our control. Any price decline may have a material adverse effect on the Company's business, financial condition and results of operations.Placement

~~The~~On ~~Company's~~October ~~operations~~9, ~~could~~2025, ~~be significantly adversely affected by~~ the ~~effects~~final ~~of a widespread global outbreak of a contagious disease and other unforeseen events~~7,938 ~~including~~Cash ~~the outbreak of respiratory illness caused by COVID~~Pre-19funded ~~and~~Warrants ~~the related economic repercussions. We cannot accurately predict the effects COVID-19 will have on our operations~~ and ~~the ability of others to meet their obligations with the Company~~1,586 ~~including~~Cash ~~uncertainties~~Common ~~relating~~Warrants tothat ~~the~~were ~~ultimate~~part ~~geographic spread~~ of the ~~virus,~~Cash ~~the~~Private ~~severity~~Placement ofwere ~~the~~issued ~~disease,~~for ~~the~~total ~~duration~~proceeds of ~~the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries~~$0.2 In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operationsmillion.

~~The~~On ~~Company~~October ~~could~~9, ~~face~~2025, ~~competitive~~in ~~risks~~connection ~~from~~with the ~~development~~second ~~and~~closing ~~distribution~~ of ~~synthetic~~the ~~cannabis~~Cash Private Placement, we issued the remaining 5,954,743 Cash Pre-funded Warrants to Daniel Reis-Faria, our Chief Executive Officer, in exchange for 50,000,000 0G Tokens.

~~The~~Other pharmaceutical industry and others may attempt to enter the cannabis industry and, in particular, the medical cannabis industry through the development and distribution of synthetic products that emulate the effects of and treatment provided by naturally occurring cannabis. If synthetic cannabis products are widely adopted, the widespread popularity of such synthetic cannabis products could change the demand, volume and profitability of the botanical cannabinoid industry. This could adversely affect our ability to secure long-term profitability and success through the sustainable and profitable operation of our business.

~~The~~On ~~legalization~~October of15, ~~adult-use~~2025, all Pre-funded ~~recreational~~Warrants ~~cannabis~~from ~~may~~the ~~reduce~~May ~~sales~~2025 ofPrivate ~~medical~~Placement ~~cannabis~~were exercised.

~~Legalization~~Zero ofGravity ~~the~~Private ~~sale~~Placement to adults of recreational, non-medical cannabis in any country may increase competition in the medical cannabis market. We may not be able to achieve our business plan in a highly competitive market where recreational, adult-use cannabis is legal, or the market may experience a drop in the price of cannabis and cannabis products over time, decreasing our profit margins.

On October 23, 2025, we issued the Zero Gravity Convertible Note in exchange for its principal amount of 50,000,000 0G Tokens. Interest on the Zero Gravity Convertible Note accrues at an annual rate of 8%, paid quarterly, with payment-in-kind interest allowed until September 30, 2026. The ~~Company~~Zero Gravity Convertible Note is ~~reliant~~denominated onin ~~third~~0G ~~party~~Tokens, ~~transportation~~but ~~services~~the holder can demand repayment of principal and ~~importation~~interest ~~services~~in toUSD ~~deliver~~at ~~its~~a ~~products~~fixed toconversion ~~customers~~rate of $3.00. After shareholder approval, the holder may convert principal and interest into common shares at a fixed price. The Zero Gravity Convertible Note matures in September 2035. Upon issuance of the Zero Gravity Convertible Note, the Loan Agreement and Loan Warrants were cancelled.

Our Executive Chairman of the Board, Michael Heinrich, is the Chief Executive Officer of Zero Gravity.

Note Private Placement

On October 24, 2025, in connection with the third and final closing of the Cash Private Placement, we issued the Note in exchange for its principal amount of 95,333.33 Solana. Interest on the Note accrues at an annual rate of 8%, paid quarterly, with payment-in-kind interest allowed until September 30, 2026. The Note is denominated in Solana, but the holder can demand repayment of principal and interest in USD at a fixed conversion rate of $240. After shareholder approval, the holder may convert principal and interest into common shares at a fixed conversion price of $33.34 per share (other than for adjustments for stock dividends and splits, and other fundamental transactions as further described in section 5 of the Note). The Note matures in September 2030, but the holder can demand full prepayment during two 60-day windows after the 1st and 2nd anniversaries of issuance. The Solana is locked under the Note and will unlock equally each month in November 2025 through January 2028. Once unlocked, it can be sold on a Solana exchange.

Information Regarding our Capitalization

As of November 28, 2025, we had 746,810 common shares issued and outstanding. Additional information regarding our issued and outstanding securities may be found under “Description of Common Shares.”

~~The~~Unless ~~Company~~otherwise ~~relies~~specifically on third party transportation services and importation services to deliver its products to its customers. The Company is exposed to the inherent risks associated with relying on third party transportation service-providersstated, ~~including~~information ~~logistical~~throughout ~~problems,~~this ~~delays,~~prospectus ~~loss~~does ornot ~~theft~~assume ~~of product and increased shipping and insurance costs. Any delay in transporting~~ the ~~product,~~exercise ~~breach~~ of ~~security~~outstanding options or ~~loss~~warrants ofto ~~product,~~purchase ~~could~~our ~~have~~common ~~a material adverse effect on the Company's business, financial performance and results of operations~~shares. ~~Further, any breach of security and loss of product during transport could affect the Company's status as a licensed producer in Colombia.~~

WeImplications ~~may~~of ~~not~~Being bean ~~able~~Emerging toGrowth ~~establish and maintain bank accounts in certain countries.~~Company

~~There~~We isare aan ~~risk~~"emerging ~~that~~growth ~~banking~~company" ~~institutions~~as defined in ~~countries~~the ~~where~~U.S. federal securities laws. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common shares pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we ~~operate~~have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will ~~not~~remain ~~open~~an ~~accounts~~emerging growth company for usthe orforeseeable future but cannot retain our emerging growth company status indefinitely and will ~~not~~no ~~accept~~longer ~~payments~~qualify as an emerging growth company on or ~~deposits~~before ~~from~~the ~~proceeds~~last ~~related~~day of the fiscal year following the fifth anniversary of the date of the first sale of our common shares pursuant to an effective registration statement under the ~~cannabis~~Securities ~~industry~~Act. ~~Such~~For ~~risks~~so ~~could~~long ~~increase~~as ~~our~~we ~~costs~~remain oran ~~prevent~~emerging usgrowth company, we are permitted and intend to rely on exemptions from ~~expanding~~specified ~~into~~disclosure ~~certain~~requirements ~~jurisdictions~~that are applicable to other public companies that are not emerging growth companies.

WeThese ~~may~~exemptions ~~not be able to renew certain of our leases.~~include:

~~Several~~• being ofpermitted ~~the properties or facilities that we utilize in our operations are leased for a specific term. There is a risk that we may not be able~~ to ~~extend~~provide ~~the~~only ~~term~~two onyears ~~some or all~~ of ~~such~~audited ~~leases~~financial orstatements, ifin weaddition doto ~~so, that the terms of~~ any ~~such~~required ~~lease~~unaudited ~~extension~~interim ~~will~~financial ~~be favorable. Likewise~~statements, ~~there~~with iscorrespondingly areduced ~~risk~~"Management's ~~that~~Discussion ~~some leases may expire~~ and weAnalysis ~~will~~of beFinancial ~~required~~Condition toand ~~relocate~~Results ~~our~~of ~~operations~~Operations" ~~to another location, thereby incurring costs.~~disclosure;

~~The~~• not ~~Company~~being ~~may~~required ~~be subject~~ to ~~cyber-security~~comply ~~and~~with ~~privacy~~the ~~risks~~requirement ~~that~~of ~~could~~auditor ~~disrupt~~attestation ~~its~~of ~~operations~~our ~~and~~internal ~~expose~~controls ~~the~~over ~~Company to~~ financial ~~losses, contractual losses, liability, reputational damage and additional expense.~~reporting;

~~The~~• not ~~Company~~being ~~may~~required ~~be subject~~ to ~~risks~~comply ~~related~~with toany ~~our~~requirement ~~information technology systems, including cyber-attacks, malware, ransomware and phishing attacks~~ that ~~could~~may ~~target~~be ~~our~~adopted ~~intellectual~~by property, trade secrets, financial information, personal information of our employees, customers and patients, including sensitive personal health information. The occurrence of such an attack could disrupt our operations and expose the Public Company toAccounting ~~financial~~Oversight ~~losses,~~Board ~~contractual~~regarding ~~damages,~~mandatory ~~liability~~audit ~~under~~firm ~~labor~~rotation ~~and~~or ~~privacy~~a ~~laws,~~supplement ~~reputational damage and additional expenses. We have implemented security measures~~ to ~~protect~~the ~~our~~auditor's ~~data~~report ~~and~~providing ~~information technology systems; however, such measures may not be effective in preventing cyber-attacks. We may be required to allocate~~ additional ~~resources to implement additional preventative measures including significant investments in~~ information ~~technology~~about ~~systems.~~the Aaudit ~~serious~~and ~~cyber-security~~the ~~breach could have a material adverse effect on our business,~~ financial ~~condition and results of operations.~~statements;

~~The~~• reduced ~~Company~~disclosure ~~may~~obligations ~~collect~~regarding ~~and~~executive ~~store~~compensation; ~~certain personal information about customers~~ and is responsible for protecting such information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. In addition, theft of data is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such privacy breach or theft could have a material adverse effect on the Company's business, financial condition and results of operations. If the Company were found to be in violation of privacy or security rules or other laws protecting the confidentiality of information, the Company could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the Company's business, financial condition and results of operations.

~~The~~• not ~~Company~~being ~~may~~required ~~incur~~to ~~significant~~hold ~~costs~~a tononbinding ~~defend~~advisory ~~its~~vote ~~intellectual~~on ~~property~~executive compensation and ~~other~~shareholder ~~proprietary~~approval ~~rights~~of any golden parachute payments not previously approved.

~~The~~An ~~ownership~~emerging ~~and~~growth ~~protection~~company ofcan ~~trademarks,~~take ~~patents,~~advantage ~~trade~~of ~~secrets~~the ~~and~~extended ~~intellectual~~transition ~~property~~period ~~rights~~provided ~~are~~in ~~significant~~Section ~~aspects~~7(a)(2)(B) of the ~~Company's~~Securities ~~future~~Act ~~success~~to comply with new or revised accounting standards. ~~Unauthorized~~This ~~parties~~allows ~~may~~an ~~attempt~~emerging growth company to ~~replicate~~delay orthe ~~otherwise~~adoption ~~obtain~~of ~~and~~certain ~~use~~accounting ~~the~~standards ~~Company's~~until ~~products~~those ~~and~~standards ~~technology~~would otherwise apply to private companies. ~~Policing~~We ~~the~~have ~~unauthorized~~elected ~~use~~to ofavail ~~the~~ourselves ~~Company's~~of ~~current~~this orextended ~~future~~transition ~~trademarks~~period and, ~~patents~~as a result, ~~trade~~we ~~secrets~~will ornot ~~intellectual~~be ~~property~~required ~~rights~~to ~~could~~adopt benew ~~difficult,~~or ~~expensive,~~revised ~~time-consuming~~accounting ~~and~~standards ~~unpredictable,~~on asthe ~~may~~dates beon ~~enforcing~~which ~~these~~adoption ~~rights~~of ~~against~~such ~~unauthorized~~standards ~~use~~is byrequired ~~others~~for other public reporting companies.

InImplications ~~addition, other parties may claim that the Company's products infringe on their proprietary and perhaps patent protected rights. Such claims, regardless~~ of ~~their~~Being ~~merit,~~a ~~may~~Smaller ~~result~~Reporting ~~in the expenditure of significant financial and managerial resources, legal fees, injunctions, temporary restraining orders and/or require the payment of damages. As well, the~~ Company may need to obtain licenses from third parties who allege that the Company has infringed on their lawful rights. Such licenses may not be available on terms acceptable to the Company or at all. In addition, the Company may not be able to obtain or utilize on terms that are favorable to it, or at all, licenses or other rights with respect to intellectual property that it does not own.

We are also a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

~~Risks~~Risk ~~Related to Our Regulatory Framework~~Factors

~~Marijuana~~Our ~~remains~~operations ~~illegal~~and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described under U“Risk Factors” beginning on page 18 of this prospectus, as well as the other information included elsewhere in this prospectus, and the risk factors described under “Part I, Item 1A.S. ~~federal~~Risk ~~law~~Factors” in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, and those contained in our other filings with the ~~enforcement~~SEC ofthat Uare incorporated by reference in this prospectus.S. ~~cannabis~~Any ~~laws~~of the foregoing risk factors could ~~change~~adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

~~There~~THE are significant legal restrictions and regulations that govern the cannabis industry in the United States. Marijuana remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. In those states in which the use of marijuana has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act. The Controlled Substances Act classifies marijuana as a Schedule I controlled substance, and as such, medical and adult cannabis use is illegal under U.S. federal law. Unless and until the U.S. Congress amends the Controlled Substances Act with respect to marijuana (and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation. While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis regulatory programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve us of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against us. Since U.S. federal law criminalizing the use of marijuana preempts state laws that legalize its use, enforcement of federal law regarding marijuana is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition. The enforcement of federal laws in the United States is a risk to our business and any proceedings brought against us thereunder may materially, adversely affect our operations and financial performance.OFFERING

Our activities are, and will continue to be, subject to evolving regulation by governmental authorities. The legality of the production, cultivation, extraction, distribution, retail sales, transportation and use of cannabis differs among states in the United States. Due to the current regulatory environment in the United States, new risks may emerge; Management may not be able to predict all such risks.

Shares outstanding before this offering:⁽¹⁾		746,810 common shares.
Common Shares offered by the Selling Shareholder:		Up to 6,300,000 Shares, consisting of: • the Initial Commitment Shares, which are Shares that we will issue to the Selling Shareholder on the effective date of the registration statement of which this prospectus forms a part; and • the Shares that we may issue and sell to the Selling Shareholder in connection with the Total Commitment.
Shares to be outstanding after giving effect to this offering:⁽¹⁾		7,046,810 common shares (assuming the issuance of all Shares being offered in this prospectus).
Use of proceeds:		We will not receive any proceeds from the sale of Shares by the Selling Shareholder hereunder. However, we may receive up to $25 million (or up to $50 million, if and to the extent the Initial Commitment is increased to the Toal Commitment and certain other conditions are satisfied) in aggregate gross proceeds from the Selling Shareholder under the ELOC Agreement in connection with sales of Shares to the Selling Shareholder pursuant to the ELOC Agreement at varying purchase prices after the date of this prospectus. The actual proceeds from the Selling Shareholder may be less than this amount depending on the number of Shares sold to the Selling Shareholder and the price at which such Shares are sold. The purchase price per Share that the Selling Shareholder will pay for Shares purchased from us under the ELOC Agreement will fluctuate based on the market price of our common shares at the time we elect to sell Shares to the Selling Shareholder and, further, to the extent that we sell Shares under the ELOC Agreement, substantial amounts of Shares could be issued and resold, which would cause dilution and may impact our share price. See "Risk Factors - Risks Related to This Offering and Ownership of Our Shares - The sale and issuance of our Shares to the Selling Shareholder will cause dilution to our existing shareholders, and the sale of the Shares acquired by the Selling Shareholder and/or other shareholders, or the perception that such sales may occur, could cause the price of our Shares to decline" for additional information. We intend to use the net proceeds obtained under the ELOC Agreement primarily for (i) the acquisition of 0G and (ii) for general corporate purposes. See the section titled "Use of Proceeds" for additional information.

Due to the conflicting views between state legislatures and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. There can be no assurance that the federal government will not enforce federal laws relating to marijuana and seek to prosecute cases involving marijuana businesses that are otherwise compliant with state laws in the future.

The uncertainty of U.S. federal enforcement practices going forward and the inconsistency between U.S. federal and state laws and regulations present major risks for the Company.

Changes to federal or state laws pertaining to industrial hemp could slow the use of industrial hemp which would materially impact our revenues in future periods.

As of the date hereof, most states and the District of Columbia have authorized industrial hemp programs pursuant to the United States of the Agricultural Improvement Act of 2018, commonly known as the "Farm Bill," or under prior programs authorized under the 2014 Farm Bill or have plans under review by the United States Department of Agriculture ("USDA"). Effective January 1, 2022, several states without an approved plan under the Farm Bill, or a plan under review, will default to the USDA Hemp Producer License. Continued development of the industrial hemp industry will be dependent upon new legislative authorization of industrial hemp at the state level, and further amendment or supplementation of legislation at the federal level. Any number of events or occurrences could slow or halt progress all together in this space. While progress within the industrial hemp industry is currently encouraging, growth is not assured. While there appears to be ample public support for favorable legislative action, numerous factors may impact or negatively affect the legislative process(es) within the various states where we have business interests. Any one of these factors could slow or halt use of industrial hemp, which could negatively impact the business up to possibly causing us to discontinue operations as a whole. In addition, changes in Federal or state laws could require us to alter the way we conduct our business in order to remain compliant with applicable state laws in ways we are presently unable to foresee. These possible changes, if necessary, could be costly and may adversely impact our results of operations in future periods.

~~Uncertainty caused by potential changes to legal regulations could impact the use of CBD products.~~____________

~~There~~(1) The isnumber ~~substantial~~of ~~uncertainty~~common ~~and~~shares ~~different~~issued ~~interpretations among federal, state~~ and ~~local~~outstanding ~~regulatory~~before ~~agencies, legislators, academics~~ and ~~businesses~~immediately asafter tothis ~~the~~offering ~~scope~~is ofbased ~~operation~~on ~~of Farm Bill-compliant hemp programs relative to the emerging regulation of cannabinoids. These different opinions include~~746,810 common ~~but~~shares ~~are~~issued ~~not limited to, the regulation of cannabinoids by the FDA~~ and ~~the~~outstanding ~~extent~~as ~~to which manufacturers~~ of ~~products~~November ~~containing~~28, ~~Farm Bill-compliant cultivators and processors may engage in interstate commerce~~2025. The ~~uncertainties~~number ~~cannot~~of beshares ~~resolved~~outstanding ~~without~~as ~~further~~of ~~federal,~~November ~~and perhaps even state-level~~28, ~~legislation,~~2025 ~~regulation~~as orused athroughout ~~definitive~~this ~~judicial~~prospectus, ~~interpretation~~unless ofotherwise ~~existing legislation and rules. If these uncertainties continue~~indicated, ~~they may have an adverse effect upon the introduction of our products in different markets.~~excludes:

~~Any~~61,135 ~~failure~~common onshares ~~our~~issuable ~~part~~upon tothe ~~comply~~exercise ~~with~~of ~~applicable~~certain ~~regulations~~warrants ~~could~~issued ~~prevent us from being able~~ to ~~carry~~institutional oninvestors ~~our~~in ~~business,~~2023 and ~~there~~prior ~~may be additional costs associated with any such failure~~financings.
~~Our~~8,972,884 ~~business~~common ~~activities~~shares ~~are~~issuable ~~heavily~~upon ~~regulated~~the inexercise ~~all~~of ~~jurisdictions~~Pre-funded ~~where~~Warrants weissued ~~do business. Our operations are subject~~ to ~~various~~the ~~laws,~~investors ~~regulations~~in ~~and guidelines by governmental authorities relating to~~ the ~~cultivation,~~September ~~processing,~~2025 ~~manufacture,~~Securities ~~marketing,~~Purchase ~~management,~~Agreement ~~distribution,~~entered ~~transportation,~~into ~~storage,~~on ~~sale,~~September ~~packaging~~19, ~~labeling,~~2025 ~~pricing~~at ~~and~~an ~~disposal~~offering price of ~~cannabis and cannabis products~~$25.1899 Inper ~~addition,~~pre-funded wewarrant ~~are~~related ~~subject~~ to ~~laws and regulations relating to employee health and safety, insurance coverage and~~ the ~~environment.~~private ~~Laws~~placements ~~and~~that ~~regulations,~~took ~~applied~~place ~~generally,~~in ~~grant~~September government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and services2025.
~~Any~~108,442 ~~failure~~common byshares usissuable upon the exercise of Cash Common Warrants issued to ~~comply~~the ~~with~~investors in the ~~applicable~~September ~~regulatory~~2025 ~~requirements~~Securities ~~could~~Purchase Agreement entered into on September 19, 2025 at an offering price of $0.125 per Cash Common Warrant.
~~require~~4,499,100 ~~extensive~~common ~~changes~~shares toissuable ~~our~~upon ~~operations;~~the issuance of a convertible loan issued under the Zero Gravity Convertible Note entered into on September 22, 2025.
~~result~~686,262 incommon ~~regulatory~~shares orissuable ~~agency~~upon ~~proceedings~~the orissuance ~~investigations;~~of a convertible note to DeFi Development Corp., entered into on September 19, 2025.
~~result~~540 incommon shares issuable upon the ~~revocation~~exercise of ~~our~~stock ~~licenses~~options ~~and~~outstanding ~~permits,~~as ~~increased~~of ~~compliance~~September ~~costs;~~30, 2025.
~~result~~66,119 incommon ~~damage~~shares ~~awards,~~issuable ~~civil~~upon orthe ~~criminal~~exercise ~~fines~~of orstock ~~penalties;~~appreciation rights issued to members of the Company’s executive management.

~~result~~Plan of Distribution: The Selling Shareholder will determine when and how it sells all or a portion of the Shares offered pursuant to this prospectus as described in ~~restrictions~~the section titled "Plan of Distribution." Risk factors: See the section titled "Risk Factors" and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our common shares. Trading market and symbol: Our common shares are traded on the Nasdaq Capital Market tier of Nasdaq under the symbol “FLGC”. Transfer agent: The transfer agent and registrar for our ~~operations;~~common shares is Continental Stock Transfer & Trust Company

harm our reputation; or

give rise to material liabilities.

There can be no assurance that any future regulatory or agency proceedings, investigations or audits will not result in substantial costs, a diversion of management's attention and resources or other adverse consequences to our business.

Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all necessary regulatory approvals for the cultivation, processing, production, storage, distribution, transportation, sale, import and export, as applicable, of our products. Any failure to comply with the regulatory requirements applicable to our operations may lead to possible sanctions, including:

the revocation or imposition of additional conditions on licenses to operate our business;

the suspension or expulsion from a particular market or jurisdiction or of our key personnel;

the imposition of additional or more stringent inspection, testing and reporting requirements;

product recalls or seizures; and

the imposition of fines and censures.

In addition, changes in regulations, government or judicial interpretation of regulations, or more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities or a revocation of our licenses and other permits. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely affect our ongoing regulatory compliance costs. There is no assurance that we will be able to comply or continue to comply with applicable regulations.

The FDA limits the ability to discuss the medical benefits of CBD.

~~Under~~RISK FDA rules it is illegal for companies to make "health claims" or claim that a product has a specific medical benefit. The FDA has not recognized any medical benefits derived from CBD, which means that we are not legally permitted to advertise any potential health claims related to our CBD products. Because of the perception among many consumers that CBD is a health/medicinal product, the inability to make such health claims about its CBD products may limit our ability to market and sell products to consumers, which would negatively affect our revenues and profits.FACTORS

~~The~~Investing ~~legal~~in ~~cannabis~~our ~~market~~securities isinvolves arisks. ~~relatively~~Before ~~new~~deciding ~~industry.~~whether Asto apurchase ~~result~~our securities, you should carefully consider the ~~size~~risk offactors incorporated by reference from our ~~target~~2024 ~~market~~Annual isReport ~~difficult~~under tothe ~~quantify~~heading “Item 1A. Risk Factors”, ~~and~~any ~~investors~~updates ~~will~~to bethose ~~reliant~~risk factors contained in our Quarterly Reports on ~~their~~Form ~~own~~10-Q ~~estimates~~or Current Reports on Form 8-K and the ~~accuracy~~other information contained in this prospectus or any applicable prospectus supplement, as updated by those subsequent filings with the SEC under the Securities Exchange Act of ~~market~~1934, ~~data~~as amended (the “Exchange Act”) that are incorporated herein by reference. These risks could materially affect our business, results of operations and financial condition and could cause the value of our securities to decline in value, in which case you may lose all or part of your investment. For more information, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

~~Because~~The ~~the~~Company ~~cannabis industry~~ is insupplementing athe ~~nascent~~risk ~~stage,~~factors ~~there~~previously isdisclosed ~~a lack of information about comparable companies available for potential investors to review and to decide whether to invest~~ in usits ~~and,~~2024 ~~few,~~Annual ifReport ~~any,~~with ~~established~~the ~~companies~~following ~~whose~~risk ~~business model we can follow or upon whose success we can build~~factors. ~~Accordingly,~~These ~~investors~~risk factors should ~~rely~~be onread ~~their~~in ~~own~~conjunction ~~estimates~~with ~~regarding~~ the ~~potential~~risk ~~size,~~factors ~~economics~~included ~~and~~in ~~risks of~~ the ~~cannabis market in deciding whether to invest in our Common Shares. We are an early~~Form 10-~~stage company that has not generated net income~~K. ~~There can be no assurance that our growth estimates are accurate or that the cannabis market will be large enough for our business to grow as projected.~~

~~Although~~Risks weRelated ~~are committed~~ to ~~researching~~This ~~and~~Offering ~~developing new markets~~ and ~~products~~Ownership ~~and~~of ~~improving~~Our existing products, there can be no assurances that such research and market development activities will prove profitable or that the resulting markets or products, if any, will be commercially viable or successfully produced and marketed. We must rely largely on our own market research to forecast sales and design products as detailed forecasts and consumer research are not generally obtainable from reliable third-party sources in Canada and in other international jurisdictions.Shares

InIt ~~addition, there~~ is nonot ~~assurance~~possible ~~that~~to predict the ~~industry~~actual ~~and~~number ~~market~~of ~~will~~Shares, ~~continue~~if toany, ~~exist~~we ~~and~~will ~~grow~~sell asunder ~~currently~~the ~~estimated~~ELOC Agreement, or ~~anticipated~~the oractual ~~function~~gross ~~and~~proceeds ~~evolve~~resulting infrom ~~the~~those ~~manner~~sales ~~consistent~~or ~~with~~the ~~management's~~dilution ~~expectations~~to ~~and~~you ~~assumptions.~~from Wethose ~~could~~sales. ~~also~~Further, beour ~~subject~~inability to ~~other~~access ~~events~~a part or ~~circumstances~~all ~~that~~of ~~adversely~~the ~~affect~~amount available under the ~~cannabis~~ELOC ~~industry~~Agreement, ~~such~~in as the ~~imposition~~absence of ~~further~~any ~~restrictions~~other onfinancing ~~sales~~sources, ~~and~~could ~~marketing~~have ora ~~further~~material ~~restrictions~~adverse effect on ~~sales~~our ~~in certain areas and markets~~business.

~~Risks~~Pursuant ~~Related~~to the ELOC Agreement, the Selling Shareholder has committed to ~~Financials~~purchase up to $25 million (or $50 million if the Initial Commitment is increased to the Total Commitment) in Shares from us, subject to certain limitations and ~~Accounting~~conditions set forth in the ELOC Agreement. The Shares that may be issued under the ELOC Agreement may be sold by us to the Selling Shareholder at our discretion from time to time over a period that might last 24 months from the date of the ELOC Agreement, commencing after the satisfaction of certain conditions set forth in the ELOC Agreement, including that the SEC has declared effective the registration statement that includes this prospectus (such date on which all of such conditions are satisfied, the "Commencement Date"). In addition, we have committed to issue the Commitment Shares to the Selling Shareholder at such times and in such amounts as set forth in the ELOC Agreement.

~~Management~~We ~~has~~generally ~~performed~~have anthe ~~analysis~~right to control the timing and amount of any sales of our ~~ability~~Shares to ~~continue~~the asSelling aShareholder ~~going~~under ~~concern,~~the ~~and~~ELOC ~~has~~Agreement. ~~determined~~Sales ~~that~~of our Shares, ~~based~~if onany, ~~our~~to ~~current~~the ~~financial~~Selling ~~position,~~Shareholder ~~there~~under isthe aELOC ~~substantial~~Agreement ~~doubt~~will ~~about~~depend ~~our~~upon ~~ability~~market toconditions ~~continue~~and asother afactors ~~going~~to ~~concern~~be determined by us. InWe ~~addition,~~may ~~our~~ultimately ~~independent~~decide ~~registered~~to ~~public~~sell ~~accounting~~to ~~firm~~the ~~has~~Selling ~~raised~~Shareholder ~~substantial~~all, ~~doubt~~some asor tonone ~~our~~of ~~ability~~the Shares that may be available for us to ~~continue~~sell aspursuant ato ~~going~~the ~~concern~~ELOC Agreement.

~~Based~~Because onthe ~~its~~purchase ~~assessment,~~price ~~management~~per ~~has~~Share ~~raised substantial doubt about our ability~~ to ~~continue~~be aspaid aby ~~going~~the ~~concern.~~Selling ~~The~~Shareholder ~~Company~~for ~~had~~the ~~cash~~Shares ~~and~~that ~~cash~~we ~~equivalents~~may ofelect ~~$9.5~~to ~~million~~sell atto ~~December~~the ~~31,~~Selling ~~2022,~~Shareholder aunder ~~loss of $52.6 million for~~ the ~~year~~ELOC ~~ended December 31~~Agreement, ~~2022,~~if ~~and an accumulated deficit of $90.9 million at December 31~~any, ~~2022.~~will ~~Current~~fluctuate ~~economic~~based ~~and~~on the market ~~conditions~~prices ~~have~~of ~~put pressure on~~ our ~~growth~~common ~~plans.~~shares ~~The~~at ~~Company's~~the ~~ability~~time towe ~~continue~~make assuch aelection, ~~going~~it ~~concern~~ is ~~dependent~~not onpossible ~~its~~for ~~ability~~us to ~~obtain~~predict, ~~additional~~as ~~capital.~~of ~~The~~the ~~Company~~date ~~believes that its current level~~ of ~~cash~~this prospectus and ~~cash~~prior ~~equivalents are not sufficient~~ to ~~continue~~any ~~investing~~such ~~in growth~~sales, ~~while at~~ the ~~same~~number ~~time~~of ~~meeting~~Shares ~~its~~that ~~obligations~~we aswill ~~they~~sell ~~become due. These conditions raise substantial doubt regarding our ability~~ to ~~continue~~the asSelling aShareholder ~~going~~under ~~concern.~~the InELOC anAgreement, ~~effort~~the topurchase ~~alleviate~~price ~~these~~per ~~conditions,~~Share ~~management~~that isthe ~~currently~~Selling ~~evaluating~~Shareholder ~~various~~will ~~cost~~pay ~~reduction~~for ~~and~~the ~~other~~Shares ~~alternatives~~purchased ~~and~~from ~~may~~us ~~seek~~under tothe ~~raise~~ELOC ~~additional~~Agreement, ~~funds~~or ~~through~~ the ~~issuance~~aggregate ofgross ~~equity,~~proceeds ~~mezzanine~~that orwe ~~debt~~will ~~securities,~~receive ~~through~~from ~~arrangements~~those ~~with~~purchases ~~strategic~~by ~~partners,~~the ~~through~~Selling ~~obtaining~~Shareholder ~~credit~~under ~~from~~the ~~financial~~ELOC ~~institutions~~Agreement, orif ~~otherwise~~any.

~~Our~~This ~~independent~~prospectus ~~registered~~covers ~~public~~the ~~accounting~~resale ~~firm~~by ~~has~~the ~~raised~~Selling ~~substantial~~Shareholder ~~doubt~~of asan toaggregate of 6,300,000 Shares, comprised of: (i) the Initial Commitment Shares; and (ii) the Shares that we may, in our ~~ability~~sole discretion, elect to ~~continue~~issue and sell to White Lion, from time to time after the date of this prospectus, as apart ~~going~~of ~~concern.~~the ATotal ~~going~~Commitment ~~concern~~pursuant ~~opinion~~to inthe ELOC Agreement, if and when we sell shares to White Lion under the ~~report~~ELOC Agreement. Depending on the market prices of our ~~independent~~common ~~registered~~shares ~~public~~at ~~accounting~~the ~~firm~~time ~~could~~we ~~impair~~elect ~~our~~to ~~ability~~issue and sell shares to ~~finance~~White ~~our~~Lion ~~operations~~under ~~through~~the ~~public~~ELOC orAgreement ~~private~~and ~~equity~~the ~~offerings~~market orprices ~~debt~~of ~~financings~~our common shares on the Commitment Fee Payment Dates, orwe amay ~~combination~~need ofto ~~one~~register orthe ~~more~~resale of ~~these~~additional ~~funding~~shares ~~sources.~~under ~~Any~~the ~~additional~~Securities ~~equity~~Act in order to receive aggregate gross proceeds equal to the $25 million Initial Commitment (or ~~equity-linked~~up ~~debt~~to ~~financing~~the ~~could~~$50 million beTotal ~~extremely~~Commitment, ~~dilutive~~if and to ~~our~~the ~~current~~extent ~~stockholders.~~the ~~Additional~~Initial ~~capital~~Commitment ~~may~~is ~~not~~increased beand certain other conditions are satisfied) available onto ~~reasonable~~us ~~terms,~~under orthe atELOC ~~all~~Agreement. Further, ~~and~~even if we ~~may~~elect beto ~~required~~sell to ~~terminate~~the orSelling ~~significantly~~Shareholder ~~curtail~~all ~~our~~of ~~operations~~the 6,300,000 Shares orbeing ~~enter~~registered ~~into~~for ~~arrangements~~resale ~~with~~under ~~collaborative~~this ~~partners~~prospectus, orwhich ~~others~~Shares ~~that~~include ~~may~~the ~~require~~entirety usof the $50 million Total Commitment, depending on the market price of our common shares at the time we elect to ~~relinquish~~sell ~~rights~~Shares to ~~certain~~the ~~aspects~~Selling Shareholder pursuant to the ELOC Agreement, the actual gross proceeds from the sale of ~~our~~all ~~product~~such ~~candidates~~Shares may be substantially less than the amount available to us under the ELOC Agreement, orwhich ~~potential~~could ~~markets~~materially ~~that~~and weadversely ~~would~~affect ~~not~~our ~~otherwise~~liquidity ~~relinquish~~position. IfFurther, if we are unable to ~~obtain~~access ~~capital,~~all ~~our~~or ~~business~~a ~~would~~portion beof ~~jeopardized,~~the ~~and~~amount available under the ELOC Agreement to meet our liquidity needs, we may ~~not~~need beto ~~able~~seek toother ~~continue~~financing ~~operations~~sources and utilize more costly and time-consuming means of accessing the capital markets, which could have a material adverse effect on our business, liquidity and cash position.

WeInvestors ~~may~~who ~~increase~~buy ~~our~~Shares ~~foreign~~from ~~sales in~~ the ~~future,~~Selling ~~and~~Shareholder ~~such~~at ~~sales~~different ~~may~~times bewill ~~subject~~likely topay ~~unexpected~~different ~~regulatory requirements and other barriers~~prices.

~~Our~~Pursuant ~~functional~~to ~~currency~~the isELOC ~~denominated~~Agreement, inwe ~~U.S.~~have ~~dollars.~~discretion Weto ~~currently~~vary ~~expect~~the ~~that~~timing, aprice ~~portion~~and number of ~~our~~Shares ~~sales~~we ~~will~~sell beto ~~denominated~~the inSelling ~~Colombian~~Shareholder. ~~pesos~~If and ~~European~~when ~~euros~~we ~~and~~elect weto ~~may,~~sell inShares to the ~~future,~~Selling ~~have~~Shareholder ~~sales~~pursuant ~~denominated~~to inthe ELOC Agreement, after the ~~currencies~~Selling ofShareholder ~~additional~~has ~~countries~~acquired insuch ~~which~~Shares, wethe ~~establish~~Selling ~~operations~~Shareholder may resell all, some or ~~distribution.~~none Inof ~~addition,~~such weShares ~~incur~~at aany ~~portion~~time ofor ~~our~~from ~~operating~~time ~~expenses~~to time in ~~Colombian~~its ~~pesos~~sole discretion and ~~European~~at ~~euros~~different prices. InAs ~~the~~a ~~future~~result, investors who purchase Shares from the ~~proportion~~Selling ofShareholder ~~our~~in ~~sales~~this ~~that~~offering ~~are~~at ~~international~~different ~~may~~times ~~increase.~~will ~~Such~~likely ~~sales~~pay different prices for those Shares, and so may beexperience ~~subject~~different tolevels ~~unexpected~~of ~~regulatory~~dilution ~~requirements~~and in some cases substantial dilution and ~~other~~different ~~barriers~~outcomes in their investment results. ~~Any~~Investors ~~fluctuation~~may experience a decline in the ~~exchange~~value ~~rates~~ of ~~foreign~~the ~~currencies~~Shares ~~may~~they ~~negatively~~purchase ~~affect~~from ~~our~~the ~~business,~~Selling ~~financial~~Shareholder ~~condition~~in ~~and~~this ~~results~~offering as a result of ~~operations.~~future Wesales ~~have~~made ~~not~~by ~~previously~~us ~~engaged~~to inthe ~~foreign~~Selling ~~currency~~Shareholder ~~hedging.~~at Ifprices welower ~~decide~~than tothe ~~hedge~~prices ~~our~~such ~~foreign~~investors ~~currency~~paid ~~exposure~~for their Shares in this offering. In addition, if we ~~may~~sell ~~not~~a besubstantial ~~able~~number of Shares to ~~hedge~~the ~~effectively~~Selling ~~due~~Shareholder tounder ~~lack~~the ofELOC ~~experience~~Agreement, ~~unreasonable~~or ~~costs~~if orinvestors ~~illiquid~~expect ~~markets.~~that Inwe ~~addition~~will do so, ~~those~~the ~~activities~~actual sales of Shares or the mere existence of our arrangements with the Selling Shareholder may bemake ~~limited~~it more difficult for us to sell equity or equity-related securities in the ~~protection~~future ~~they~~at ~~provide~~a ~~from~~time ~~foreign~~and ~~currency~~at ~~fluctuations~~a ~~and~~price ~~can~~that ~~themselves~~we ~~result~~might inotherwise ~~losses~~wish to effect such sales.

~~Assumptions,~~The ~~estimates~~sale and ~~judgments~~issuance ~~related~~of our Shares to ~~critical~~the ~~accounting~~Selling ~~matters~~Shareholder ~~could~~will ~~significantly~~cause ~~affect~~dilution to our ~~reported~~existing ~~financial~~shareholders, ~~results~~and the sale of the Shares acquired by the Selling Shareholder and/or ~~financial~~other ~~condition~~shareholders, or the perception that such sales may occur, could cause the price of our Shares to decline.

~~The~~Sales ~~preparation~~ of ~~financial~~a ~~statements~~substantial innumber ~~conformity~~of ~~with~~our ~~U.S.~~common ~~Generally~~shares ~~Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported~~ in the ~~financial~~public ~~statements~~market ~~and~~could ~~accompanying~~occur ~~notes.~~at Weany ~~base our estimates on limited historical experience and on various other assumptions that we believe to be reasonable under the circumstances~~time, assubject ~~provided in the notes~~ to ~~our financial statements,~~ the ~~results~~restrictions ~~of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue~~ and ~~expenses~~limitations ~~that~~described ~~are not readily apparent from other sources~~below. ~~Our~~If ~~operating~~our ~~results~~shareholders ~~may~~sell, ~~be adversely affected if the assumptions change~~ or ~~if actual circumstances differ from those in~~ the ~~assumptions,~~market ~~which~~perceives ~~could~~that ~~cause~~ our ~~operating~~shareholders ~~results~~intend to ~~fall below the expectations of securities analysts and investors~~sell, ~~resulting~~substantial inamounts ~~a decline in the price~~ of our ~~Common~~common ~~Shares.~~shares ~~Significant assumptions and estimates used~~ in ~~preparing~~ the ~~financial~~public ~~statements~~market ~~include~~following ~~those~~this ~~related~~offering, to the ~~credit~~market ~~quality~~price of ~~accounts~~our ~~receivable,~~common ~~income~~shares ~~tax~~could ~~credits~~decline ~~receivable, share based payments, impairment of non-financial assets, as well as revenue and cost recognition~~significantly.

~~There~~The ~~are~~Selling ~~tax~~Shareholder ~~risks~~can resell, under this prospectus, up to 6,300,000 Shares. If all of the ~~Company~~6,300,000 Shares offered by the Selling Shareholder under this prospectus were issued and outstanding as of the date hereof, such Shares would represent approximately: (i) 89.40% of the total number of common shares outstanding and approximately 90.33% of the total number of outstanding common shares held by non-affiliates and (ii) 89.40% of the total voting power of all classes of our capital stock outstanding, in each case as of the date hereof. After the Selling Shareholder has acquired the Shares, the Selling Shareholder may beresell ~~subject~~all, some, or none of those Shares at any time or from time to time in ~~carrying~~its ondiscretion. ~~business~~Therefore, sales to the Selling Shareholder by us could result in ~~multiple~~substantial ~~jurisdictions~~dilution to the interests of other holders of our common shares. Additionally, sales of a substantial number of our Shares in the public market by the Selling Shareholder and/or by our other existing shareholders, or the perception that those sales might occur, could depress the market price of our common shares and could impair our ability to raise capital through the sale of additional equity securities in the future at a time and at a price that we might otherwise wish to effect sales.

We ~~and our subsidiaries will operate and, accordingly, will be subject to income tax and other forms of taxation in multiple jurisdictions. We~~ may beuse ~~subject~~proceeds tofrom ~~income~~sales ~~taxes and non-income taxes in a variety~~ of ~~jurisdictions and~~ our ~~tax~~Shares ~~structure~~made ~~may~~pursuant ~~be subject~~ to ~~review~~the byELOC ~~both~~Agreement ~~domestic and foreign taxation authorities. Those tax authorities may disagree with our interpretation and/or application of relevant tax rules. A challenge by a tax authority~~ in ~~these~~ways ~~circumstances might require us to incur costs in connection~~ with ~~litigation~~which ~~against~~you ~~the~~may ~~relevant~~not ~~tax~~agree ~~authority~~ or ~~reaching a settlement with the tax authority and, if the tax authority's challenge is successful, could result~~ in ~~additional~~ways ~~taxes~~which ~~(perhaps~~may ~~together~~not ~~with~~yield ~~interest and penalties) being assessed on us, and as~~ a ~~result~~significant ~~an increase in the amount of tax payable by us~~return. ~~In addition, we may be subject to different taxes imposed by the Colombian government, and changes within such tax, legal and regulatory framework may have an adverse effect on our financial results.~~

~~Taxation~~We ~~laws~~will ~~and~~have ~~rates~~broad ~~which~~discretion ~~determine~~over ~~taxation~~the ~~expenses~~use ~~may~~of ~~vary~~proceeds ~~significantly~~from sales of our Shares made pursuant to the ELOC Agreement, including for the two purposes described in ~~different~~the ~~jurisdictions~~section entitled "Use of Proceeds," and ~~legislation~~you ~~governing~~will ~~taxation~~not ~~laws~~have ~~and~~the ~~rates~~opportunity, ~~are~~as ~~also~~part ~~subject~~of toyour ~~change.~~investment ~~Therefore~~decision, ~~our~~to ~~earnings~~assess ~~may~~whether bethe ~~affected~~proceeds byare ~~changes~~being inused ~~the~~appropriately. ~~proportion~~While ofwe ~~earnings~~expect ~~taxed~~to inuse ~~different~~the ~~jurisdictions,~~net ~~changes~~proceeds infrom ~~taxation~~this ~~rates,~~offering ~~changes~~as set forth in ~~estimates~~"Use of ~~liabilities~~Proceeds," ~~and~~we ~~changes~~are innot ~~the~~obligated ~~amount~~to ofdo ~~other~~so. ~~forms~~Because of ~~taxation.~~the ~~The~~number ~~determination~~and variability of factors that will determine our ~~provision~~use ~~for~~of ~~income~~the ~~taxes~~net ~~and~~proceeds, ~~other~~their ~~tax~~ultimate ~~liabilities~~use ~~will~~may ~~require~~vary ~~significant~~substantially ~~judgment~~from ~~(including~~their ~~based~~currently onintended ~~external~~use. ~~advice)~~The asfailure by us to ~~the~~apply ~~interpretation~~these ~~and~~funds ~~application~~effectively ofcould ~~these~~harm ~~rules.~~our Webusiness, and the net proceeds may ~~have~~be ~~exposure~~used tofor ~~greater~~purposes ~~than~~that ~~anticipated~~do ~~tax~~not ~~liabilities~~increase our operating results or ~~expenses~~enhance the value of our common shares.

Additionally, dividends and other intra-group payments made by our subsidiaries or international branches may expose the recipients of such payments to taxes in their jurisdictions of organization and operation and such dividends and other intra-group payments may also be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless such withholding taxes are fully creditable or refundable, dividends and other intra-group payments may increase the amount of tax paid by us. Although the Company and its subsidiaries arrange themselves and their affairs with a view to minimizing the incurrence of such taxes, there can be no assurance that we will succeed.

~~Restrictions~~The onCompany ~~Deduction~~may ofbe ~~Certain~~a ~~Expenses~~"passive foreign investment company" for its current tax year, which may have adverse U.S. ~~Federal~~federal ~~Income~~income ~~Tax~~tax ~~Purposes~~consequences for U.S. investors.

The Company believes that it was not a “passive foreign investment company” (“PFIC”) within the meaning of Section ~~280E~~1297(a) of the United States Internal Revenue Code of 1986, as amended (the "“Code"”), ~~prohibits~~for ~~businesses~~its ~~from~~most ~~deducting~~recently ~~certain~~completed ~~expenses~~tax ~~associated~~year. ~~with~~The ~~trafficking-controlled~~Company’s ~~substances~~anticipated PFIC status for ~~United~~its ~~States~~current ~~federal~~tax ~~income~~year and future tax ~~purposes.~~years ~~The~~is ~~Internal~~uncertain ~~Revenue~~and ~~Service~~may (depend on, among other things, how quickly the ~~"IRS")~~Company ~~has~~may ~~invoked~~raise ~~Code~~cash ~~Section~~pursuant ~~280E~~to various offerings, the manner in ~~tax~~which, ~~audits~~and ~~against~~how ~~various~~quickly, ~~cannabis~~the ~~businesses~~Company utilizes its cash on hand and the cash proceeds received from such offerings, the business conducted by the Company going forward and the assets held by the Company in connection with such business, as well as on changes in the market value of the Shares. If the Company is a PFIC for any year during a U.S. ~~that~~taxpayer's ~~are~~holding ~~permitted~~period ~~under~~of ~~applicable~~Shares, ~~state~~then ~~laws~~such U.S. ~~Section~~taxpayer ~~280E~~generally will be required to treat any gain realized upon a disposition of the ~~Code~~Shares ~~prohibits~~or ~~cannabis~~any ~~businesses~~so-called ~~that~~“excess ~~are~~distribution” ~~deemed~~received on its Shares as ordinary income, and to bepay ~~trafficking~~an ininterest ~~controlled~~charge ~~substances~~on ~~from~~a ~~deducting~~portion of such gain or distribution. In certain ~~ordinary~~circumstances, the sum of the tax and ~~necessary~~the ~~business~~interest ~~expenses~~charge may exceed the total amount of proceeds realized on the disposition, ~~forcing~~or ~~them~~the toamount ~~pay~~of ~~higher~~excess ~~effective~~distribution ~~federal~~received, by the U.S. taxpayer. Subject to certain limitations, these tax ~~rates~~consequences ~~than~~may ~~similar~~be ~~companies~~mitigated inif ~~other~~a ~~industries~~U.S. ~~The~~taxpayer makes a timely and effective ~~tax~~“QEF ~~rate~~election” onunder aSection ~~cannabis~~1295 ~~business~~of ~~depends~~the onCode ~~how~~(“QEF ~~large~~Election”) ~~its~~or ~~ratio~~a “mark-to-market” election under Section 1296 of ~~non~~the Code (“Mark-~~deductible~~to-Market ~~expenses~~Election”). isU.S. taxpayers should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to ~~its~~a ~~total~~qualified ~~revenues.~~electing ~~Therefore~~fund (a “QEF”), ~~businesses~~or that the Company will supply U.S. taxpayers with information that such U.S. taxpayers are required to report under the QEF rules, in the ~~legal~~event ~~cannabis~~the ~~industry~~Company is a PFIC. Thus, U.S. Holders (as defined under the heading “Certain United States Federal Income Taxation Considerations – Scope of this Summary”) may not be ~~less~~able ~~profitable~~to ~~than~~make ~~they~~a ~~would~~QEF ~~otherwise~~Election bewith respect to the Company. A U.S. taxpayer who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Shares over the taxpayer's adjusted tax basis therein. This paragraph is qualified in its entirety by the discussion below under the heading "Certain United States Federal Income Taxation Considerations - Passive Foreign Investment Company Rules”. Each potential investor who is a U.S. taxpayer should consult its own tax advisor regarding the PFIC rules and the tax consequences of the ownership and disposition of the Shares acquired pursuant to this prospectus supplement.

~~Although~~Risks ~~the~~Related IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to beInvesting ~~deducted.~~in While there are currently several pending cases before various administrative bodies and federal courts challenging these restrictions, there is no guarantee that these authorities will issue an interpretation of Code Section 280E favorable to cannabis businesses.Cryptocurrency

~~Although~~We ~~the~~may ~~IRS~~be ~~issued~~subject ato ~~clarification~~regulatory ~~allowing~~developments ~~the~~related ~~deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted~~ to becrypto ~~deducted.~~assets ~~While there are currently several pending cases before various administrative bodies~~ and ~~federal~~crypto ~~courts~~asset ~~challenging these restrictions~~markets, ~~there~~which iscould noadversely ~~guarantee~~affect ~~that~~our ~~these~~business, ~~authorities~~financial ~~will~~condition, ~~issue~~and anresults ~~interpretation~~ of ~~Code Section 280E favorable to cannabis businesses~~operations.

~~The~~As ~~Company~~0G ~~will~~Tokens ~~likely~~and beSolana aand ~~"passive~~other ~~foreign~~digital ~~investment~~assets ~~company"~~are ~~for~~relatively ~~its~~novel ~~current~~and ~~tax~~the ~~year~~application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, ~~which~~it is possible that regulators in the United States or foreign countries may ~~have~~interpret ~~adverse~~or apply existing laws and regulations in a manner that adversely affects the price of digital assets held by us. The U.S. federal ~~income~~government, ~~tax~~states, ~~consequences~~regulatory ~~for~~agencies, ~~U.S.~~and ~~investors~~foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of 0G Tokens or the ability of individuals or institutions such as us to own or transfer 0G Tokens and Solana and other digital assets.

~~The~~If ~~Company~~0G ~~believes~~Tokens itor ~~was~~Solana ~~not~~are adetermined ~~PFIC~~to ~~within~~constitute ~~the~~a ~~meaning~~security offor ~~Section~~purposes ~~1297~~ of the ~~Code~~federal ~~for~~securities ~~its most recently completed tax year~~laws, ~~but~~the ~~based~~additional onregulatory ~~current~~restrictions ~~business~~imposed ~~plans~~by ~~and~~such ~~financial expectations, it believes that it will likely be~~ a ~~PFIC~~determination ~~for~~could ~~its~~adversely ~~current~~affect ~~tax year and may be a PFIC in subsequent tax years. If~~ the ~~Company~~market isprice ~~a PFIC for any year during a U.S. taxpayer's holding period~~ of ~~Common~~0G ~~Shares,~~Tokens ~~then~~and ~~such~~Solana ~~U.S.~~and ~~taxpayer~~in ~~generally~~turn ~~will~~adversely beaffect ~~required to treat any gain realized upon a disposition of~~ the ~~Common~~market ~~Shares~~price ~~or any so-called "excess distribution" received on its Common Shares as ordinary income, and to pay an interest charge on a portion~~ of ~~such~~our ~~gain~~common ~~or distribution~~share. ~~In certain circumstances~~Moreover, the ~~sum~~risks of ~~the~~us ~~tax~~engaging ~~and~~in ~~the~~a ~~interest~~0G ~~charge~~Tokens ~~may~~treasury ~~exceed~~strategy ~~the~~have ~~total amount of proceeds realized on the disposition~~created, orand ~~the~~could ~~amount~~continue ~~of excess distribution received, by the U.S. taxpayer. Subject~~ to ~~certain limitations~~create, ~~these~~complications ~~tax~~due ~~consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election (as defined below) or a Mark-~~to~~-Market~~ ~~Election (as defined below). U.S. taxpayers should be aware that there can be no assurances that~~ the ~~Company~~lack ~~will~~of ~~satisfy~~experience ~~the record keeping requirements~~ that ~~apply~~third toparties ahave ~~QEF (as defined below), or that the Company will supply U.S. taxpayers~~ with ~~information~~companies ~~that~~engaging ~~such U.S. taxpayers are required to report under the QEF rules,~~ in ~~the~~such ~~event the Company is~~ a ~~PFIC. Thus~~strategy, ~~U.S.~~such ~~Holders may not be able to make a QEF Election with respect to their Common Shares. A U.S. taxpayer who makes a Mark-to-Market Election generally must include~~ as ~~ordinary~~increased ~~income~~costs ~~each year the excess~~ of ~~the~~director ~~fair~~and ~~market~~officer ~~value~~liability ofinsurance ~~the~~or ~~Common Shares over~~ the taxpayer's basis therein. This paragraph is qualified in its entirety by the discussion above under the heading "Certain United States Federal Income Taxation Considerations - Passive Foreign Investment Company Rules." Each potential ~~investor~~inability ~~who~~to isobtain asuch ~~U.S.~~coverage ~~taxpayer~~on ~~should~~acceptable ~~consult~~terms ~~its~~in ~~own tax advisor regarding~~ the ~~tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the Common Shares~~future.

~~Proposed~~0G ~~legislation~~is ina ~~the~~highly ~~U.S.~~volatile ~~Congress~~asset, ~~including~~and ~~changes~~fluctuations in ~~U.S. tax law, and~~ the ~~Inflation~~price ~~Reduction Act~~ of ~~2022~~0G may ~~adversely~~influence ~~impact~~our ~~the~~financial ~~Company~~results and the ~~value~~market price of ~~the~~our ~~Common~~common ~~Shares~~shares.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

~~The~~Our ~~U.S.~~financial ~~Congress~~results isand ~~currently~~the ~~considering~~market ~~numerous~~price ~~items~~ of ~~legislation~~our ~~which~~common ~~may~~shares would be ~~enacted~~adversely ~~prospectively or with retroactive effect~~affected, ~~which~~and ~~legislation~~our ~~could~~business ~~adversely~~and ~~impact the Company's~~ financial ~~performance~~condition ~~and~~would ~~the~~be ~~value~~negatively ~~of the Common Shares. Additionally~~impacted, ~~states~~if ~~in which~~ the ~~Company~~price ~~operates or owns assets may impose new or increased taxes. If enacted, most~~ of ~~the~~0G ~~proposals~~decreased ~~would be effective for the current or later years. The proposed legislation remains subject to change~~substantially, ~~and~~including ~~its~~as ~~impact~~a onresult ~~the Company and purchasers~~ of ~~the Common Shares is uncertain.~~:

In• decreased ~~addition,~~user the Inflation Reduction Act of 2022 includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and aninvestor ~~excise~~confidence tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in ~~tax laws might affect the Company or purchasers of the Common Shares.~~0G;

~~Failure~~• investment toand ~~develop~~trading ~~our~~activities ~~internal~~such ~~controls~~as ~~over~~(i) ~~financial~~activities ~~reporting~~of ashighly weactive ~~grow~~retail ~~could~~and institutional users, speculators and investors or (ii) actual or expected significant dispositions of 0G by large holders, including the expected liquidation of digital assets seized by governments or associated with entities that have anfiled ~~adverse~~for ~~effect~~bankruptcy onprotection, ~~our~~or ~~operations.~~associated with tokens vested by the Zero Gravity core team;

As• a wedecrease mature we will need to continue to develop and improve our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of ICFR may identify weaknesses and conditions that need to be addressed in ~~our ICFR or other matters that may raise concerns for investors. In connection with~~ the ~~audit~~price of ~~our~~other ~~financials~~digital ~~for the year ended December 31~~assets, ~~2021, the Company's auditors noted material weaknesses and made certain recommendations~~ to ~~management regarding material weaknesses related to goodwill impairment testing and purchase price allocations, contract receivables and corresponding revenue and inventory procedures (~~the ~~"2021~~extent ~~Material Weaknesses"). In connection with~~ the ~~2021~~decrease ~~Material~~in ~~Weaknesses,~~ the ~~Company~~price ~~allocated resources to its remediation plan, including (i) continuing to enhance our impairment testing procedures with the assistance~~ of ~~our~~such ~~third~~other ~~party~~digital ~~experts~~assets ~~(ii)~~may ~~implementing~~cause ~~enhanced~~a ~~credit~~decrease ~~assessment~~in ~~over~~ the ~~creditworthiness~~price of ~~certain~~0G ~~contract~~or ~~receivables~~adversely ~~and~~affect ~~their~~investor ~~corresponding~~confidence ~~revenue and (iii) implementing regularly scheduled physical inventory counts~~ in ~~all~~digital ~~company~~assets locations and reconciling with internal accounting records. As of December 31, 2022, management believes the 2021 Material Weaknesses relating to its contract receivables and corresponding revenue and investor procedures have been fully remediated.generally;

~~However,~~• changes in ~~connection~~consumer ~~with~~preferences ~~the audit of our financials for the year ended December 31, 2022, our auditors noted that the material weakness with respect to goodwill impairment testing~~ and ~~purchase price allocations remains un-remediated (~~the "2022 Material Weakness"). In connection with the 2022 Material Weakness, management has, and will continue to, allocate resources to its remediation plan, which include (i) the establishment of additional internal procedures with respect to the documentation of budget and forecasting process with respect to material assumptions or determinations, (ii) the implementation of a new validation process to bolster accuracy of underlying assumptions and (iii) the assessment of our third party experts engaged to assist in the accuracy of our impairment testing. Any actual or perceived ~~weaknesses~~value ~~and conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment of our ICFR~~ or ~~disclosure~~prospects of ~~our~~0G ~~public accounting firm's attestation to~~ or ~~report~~the onutility ~~management's assessment~~ of ~~our ICFR may have an adverse effect on~~ the ~~price~~0G ~~of our Common Shares.~~Token;

~~Risks~~• negative ~~Related~~publicity, media or social media coverage, or sentiment due to ~~Our~~events ~~Common~~in ~~Shares~~or relating to, or perception of, 0G, Zero Gravity or the broader digital assets industry;

We• competition ~~will~~from ~~need~~other decentralized exchanges or digital assets that exhibit comparable or better speed, ~~but~~security, ~~may~~scalability beor ~~unable~~energy toefficiency, ~~obtain~~or ~~additional~~that ~~funding~~feature onother ~~satisfactory~~more ~~terms~~favored characteristics that are backed by governments, ~~which~~including ~~could~~the ~~dilute~~U.S. ~~our~~government, ~~shareholders~~or reserves of fiat currencies, or ~~impose~~that ~~burdensome~~represent ~~financial~~ownership ~~restrictions~~or onsecurity ~~our~~interests ~~business.~~in physical assets;

In• developments ~~the~~relating ~~future,~~to wethe ~~hope~~Zero toGravity ~~rely~~blockchain on("0G ~~revenues~~Blockchain"), ~~generated~~including ~~from~~(i) ~~operations~~changes to ~~fund all of~~ the ~~cash~~0G ~~requirements~~Blockchain ofthat ~~our~~impact ~~activities.~~its ~~However~~security, ~~there~~speed, ~~can~~scalability, beusability noor ~~assurance~~value, ~~that~~such weas ~~will~~changes ~~be able~~ to ~~generate~~the ~~any~~cryptographic ~~significant~~security ~~cash~~protocol ~~from~~underpinning ~~our operating activities in~~ the ~~future.~~0G ~~Future~~Blockchain, ~~financings~~changes ~~may~~to ~~not~~the bemaximum ~~available~~number onof a0G ~~timely~~Tokens ~~basis~~outstanding, inchanges ~~sufficient amounts or on terms acceptable~~ to ~~us,~~the ifmutability ~~at all. Any debt financing or other financing~~ of ~~securities~~transactions, ~~senior~~changes relating to the ~~Common~~size ~~Shares~~of ~~will~~blockchain ~~likely~~blocks, ~~include financial~~ and ~~other~~similar ~~covenants~~changes; ~~that~~(ii) ~~will~~failures ~~restrict~~to ~~our~~make ~~flexibility.~~upgrades ~~Any failure~~ to ~~comply~~the ~~with~~0G ~~these~~Blockchain ~~covenants~~and ~~would~~the ~~have~~0G ainterface ~~material~~to ~~adverse~~adapt ~~effect~~to ~~on our business~~security, ~~prospects~~technological, ~~financial~~legal ~~condition~~or ~~and~~other ~~results~~challenges; ~~of operations because we could lose our existing sources of funding~~ and ~~impair~~(iii) ~~our~~changes ~~ability~~ to ~~secure~~the ~~new~~0G ~~sources~~Blockchain ~~of funding. There can be no assurance~~ that weintroduce ~~will~~software ~~be able to generate any investor interest in our securities. If we do not obtain additional financing~~bugs, ~~our~~security ~~business~~risks ~~may~~or ~~never~~other ~~commence,~~elements inthat ~~which~~adversely ~~case~~affect ~~you would likely lose the entirety of your investment in the Company.~~0G;

• disruptions, failures, unavailability, or interruptions in services of venues for acquiring 0G;

• the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants;

• regulatory, legislative, enforcement and judicial actions that adversely affect access to, functionality of or performance of Zero Gravity or associated products such as cryptocurrency perpetual futures, the price, ownership, transferability, trading volumes, legality or public perception of, 0G, Zero Gravity or other similar blockchains, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from (i) accessing 0G or Zero Gravity or associated products or (ii) operating in a manner that allows them to continue to deliver services to the digital assets industry;

• transaction congestion and fees associated with processing transactions on the Zero Gravity network;

• macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions and fiat currency devaluations; and

• changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, and the adverse impacts attributable to global conflicts, including those between Russia and Ukraine and in the Middle East.

~~Holders~~Moreover, the price of our ~~Common~~common ~~Shares~~shares ~~are~~has ~~subject~~been and is likely to ~~dilution~~continue ~~resulting~~to ~~from~~be volatile, and with the ~~issuance~~adoption of ~~equity-based~~our ~~compensation~~new bycryptocurrency ustreasury strategy, we expect to see additional volatility in our stock price. In addition, if investors view the value of our common shares as dependent upon or linked to the value or change in the value of our 0G holdings, the price of 0G may significantly influence the market price of our common shares. The price of 0G has been, and is likely to continue to be, volatile.

We ~~have~~plan ~~awarded~~to ~~stock~~use ~~options~~a ~~and~~portion ~~restricted~~of ~~common~~our ~~shares~~capital toraised ~~our~~that ~~management~~is ~~and~~not ~~key~~required ~~employees~~ to ~~incentivize~~provide ~~their~~working ~~performance~~capital ~~and~~for ~~retention.~~our ~~Any~~ongoing ~~additional~~operations ~~equity~~to ~~grants~~acquire ~~and~~0G, ~~any~~which ~~exercise~~may ofadversely ~~existing~~affect ~~warrants will cause~~ our ~~shareholders~~financial toresults ~~be diluted~~ and ~~may negatively affect~~ the market price of ~~the~~our ~~Common Shares~~securities.

We ~~continue~~plan to ~~incur~~use ~~increased~~a ~~costs~~portion asof our capital raised that is not required to provide working capital for our ongoing operations to acquire 0G. For example, we plan to use net proceeds from the Cryptocurrency Offering to further our new digital asset treasury strategy linked to 0G, and to explore and expand the use of the native AI functionality of the 0G to enhance the business of the Company and the balance of the net proceeds will be used for general corporate and working capital purposes. The price of 0G is newly established and highly volatile. Moreover, digital assets are relatively novel, and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a ~~result~~manner that adversely affects the liquidity or value of ~~operating~~our as0G holdings. Further, the acquisition of large amounts of 0G may become difficult or more costly, which would make it more difficult for us to implement our strategy. In addition, the application of generally accepted accounting principles in the United States with respect to digital assets remains uncertain in some respects, and any future changes in the manner in which we account for our 0G holdings could have a ~~public~~material ~~company~~adverse effect on our financial results and the market price of our ~~management~~securities. isIn ~~required~~addition, toif ~~devote~~investors ~~substantial~~view ~~time~~the value of our securities as dependent upon or linked to ~~new~~the ~~compliance~~value ~~initiatives~~or change in the value of our 0G holdings, the price of such digital assets may significantly influence the market price of our securities.

AsOur ahistorical ~~public~~financial ~~company,~~statements ~~particularly~~do ~~after we are no longer an emerging growth company, we will continue to incur significant legal, accounting and other expenses that we did~~ not ~~incur~~reflect ~~as a private company. In addition,~~ the ~~Sarbanes-Oxley,~~potential ~~and~~variability ~~rules~~in ~~implemented~~earnings bythat the SEC and Nasdaq, impose various requirements on public companies, including requirements to file annual, quarterly and event-driven reports with respect to our business and financial condition and operations and establish and maintain effective disclosure and financial controls and corporate governance practices. Our existing management team will continue to devote a substantial amount of time to these compliance initiatives, and we may ~~need~~experience toin ~~hire~~the ~~additional~~future ~~personnel~~relating to ~~assist us with complying with these requirements. Moreover, these rules and regulations will continue to increase~~ our ~~legal~~0G ~~and financial compliance costs and will make some activities more time consuming and costly~~holdings.

~~Pursuant~~Because towe ~~Section~~only ~~404~~recently ofinitiated ~~the~~our ~~Sarbanes-Oxley~~0G ~~Act~~treasury strategy, orour ~~Section~~historical ~~404,~~financial westatements ~~will~~do benot ~~required~~reflect tothe ~~furnish~~potential avariability ~~report~~in byearnings ~~our~~that ~~management~~we onmay ~~our~~experience ~~ICFR,~~in ~~which,~~the ~~after~~future wefrom ~~are~~holding noor ~~longer~~selling ansignificant ~~emerging~~amounts ~~growth~~of ~~company,~~0G. ~~must~~The beprice ~~accompanied~~of bydigital anassets ~~attestation~~have ~~report~~historically onbeen ~~ICFR~~subject ~~issued~~to bydramatic ~~our~~price ~~independent~~fluctuations ~~registered~~and ~~public~~is ~~accounting~~highly ~~firm~~volatile. ToIn ~~achieve~~December ~~compliance~~2023, ~~with~~the ~~Section~~Financial ~~404~~Accounting ~~within~~Standards ~~the~~Board ~~prescribed~~issued ~~period,~~Accounting weStandards ~~will~~Update ~~document~~2023-08, Intangibles-Goodwill and ~~evaluate~~Other-Crypto ~~our~~Assets ~~ICFR,~~(Subtopic ~~which~~350-60): isAccounting ~~both~~for ~~costly~~ and ~~challenging.~~Disclosure Inof ~~this~~Crypto ~~regard~~Assets ("ASU 2023-08"), which we ~~will~~have ~~need~~adopted. toASU ~~continue~~2023-08 requires us to ~~dedicate~~measure ~~internal~~our ~~resources,~~0G ~~potentially~~holdings ~~engage~~at ~~outside~~fair ~~consultants~~value ~~and~~in ~~adopt~~our astatement ~~detailed~~of ~~work~~financial ~~plan~~position, and to ~~assess~~recognize gains and ~~document~~losses from changes in the ~~adequacy~~fair value of our ~~ICFR,~~0G ~~continue~~in ~~steps~~net toincome ~~improve~~each ~~control~~reporting ~~processes~~period. asASU ~~appropriate,~~2023-08 ~~validate~~also ~~through~~requires ~~testing~~us ~~that~~to ~~controls~~provide ~~are~~certain ~~functioning~~interim asand ~~documented~~annual ~~and~~disclosures ~~implement~~with respect to our 0G holdings. As a ~~continuous~~result, ~~reporting~~volatility ~~and~~in ~~improvement~~our ~~process~~earnings ~~for~~may ~~ICFR~~be significantly more than what we experienced in prior periods.

InThe ~~addition,~~concentration changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of ~~specificity~~our ~~and,~~0G asholdings ~~a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This~~ could ~~result~~magnify inthe ~~continuing~~risks ~~uncertainty~~inherent regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in ~~increased general and administrative expenses and divert management's time and attention from revenue generating activities to compliance activities. If~~ our ~~efforts~~0G totreasury comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmedstrategy.

IfThe concentration of our 0G holdings limits the risk mitigation that we ~~fail~~could achieve if we were to ~~meet~~purchase ~~applicable~~a ~~listing~~more ~~requirements~~diversified portfolio of treasury assets, ~~Nasdaq~~and ~~may~~the ~~delist~~absence ~~our~~of ~~Common~~diversification ~~Shares~~enhances ~~from~~the ~~trading,~~risks inherent in ~~which~~our ~~case~~0G ~~the~~treasury ~~liquidity~~strategy. ~~and~~Any ~~market~~future significant declines in the price of 0G would have a more pronounced impact on our ~~Common~~financial ~~Shares~~condition ~~could~~than ~~decline~~if we used our cash to purchase a more diverse portfolio of assets.

WeAbsent ~~cannot~~federal ~~assure~~regulations, ~~you~~there ~~that~~is wea ~~will~~possibility bethat ~~able~~0G toand ~~meet~~Solana ~~the~~may ~~continued~~be ~~listing~~classified ~~standards~~as ~~of Nasdaq currently or in the future. Nasdaq imposes, among other requirements, continued listing standards including~~ a ~~minimum bid requirement~~"security." ~~The~~Classification ~~price~~ of ~~our~~0G ~~Common~~and ~~Shares~~Solana ~~must~~as ~~trade~~a at"security" orwould ~~above~~subject ~~$1.00~~us to ~~comply~~additional ~~with~~regulation ~~the~~and ~~minimum~~could ~~bid~~materially ~~requirement~~impact ~~for~~the ~~continued~~operation ~~listing~~of onour ~~Nasdaq~~business.

~~Ownership~~Neither the SEC nor any other U.S. federal or state regulator has formally stated whether they agree that any of ~~our~~0G ~~Common~~Tokens, ~~Shares~~Solana, ~~may~~and beany ~~considered~~other ~~unlawful~~digital asset we might hold are a "security," other than Bitcoin and Ethereum which the SEC has stated are not a security. Despite the Executive Order titled "Strengthening American Leadership in ~~some~~Digital ~~jurisdictions~~Financial Technology" which includes as an objective, "protecting and ~~holders~~promoting the ability of ~~our~~individual ~~Common~~citizens ~~Shares~~and ~~may~~private ~~consequently~~sector beentities ~~subject~~alike to ~~liability~~access inand … to maintain self-custody of digital assets," the Cryptocurrencies have not yet been formally classified with respect to U.S. federal securities laws. Therefore, while (for the reasons discussed below) we believe that none of the cryptocurrencies we currently own, are a "security" within the meaning of the U.S. federal securities laws, and registration of the Company under The Investment Company Act of 1940, as amended (the "Investment Company Act"), is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine otherwise. Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such ~~jurisdictions~~a finding that any of the Cryptocurrencies are a "security" which would require us to register as an investment company under the Investment Company Act.

~~Cannabis-related~~We ~~financial~~have ~~transactions,~~also ~~including~~adapted ~~investment~~our inprocess for analyzing the U.S. federal securities law status of ~~cannabis~~the ~~companies~~Cryptocurrencies and ~~receipt~~other ofcryptocurrencies ~~any~~over ~~associated benefits~~time, ~~such~~ as ~~dividends,~~guidance ~~are~~and ~~currently~~case ~~subject~~law tohave ~~anti-money~~evolved. ~~laundering~~As ~~and~~part aof ~~variety~~our ofU.S. ~~other~~federal ~~laws~~securities ~~that~~law ~~vary~~analytical byprocess, ~~jurisdiction~~we take into account a number of factors, ~~many~~including the various definitions of ~~which~~"security" ~~are~~under ~~unsettled~~U.S. federal securities laws and ~~still~~federal ~~developing.~~court ~~While~~decisions interpreting the ~~interpretation~~elements of these ~~laws~~definitions, issuch ~~unclear,~~as inthe ~~some~~U.S. ~~jurisdictions,~~Supreme ~~financial~~Court's ~~benefit~~decisions ~~directly~~in orthe ~~indirectly~~Howey ~~arising~~and ~~from~~Reves ~~conduct~~cases, ~~that~~as ~~would~~well beas ~~considered~~court ~~unlawful~~rulings, inreports, ~~such~~orders, ~~jurisdiction~~press ~~may~~releases, bepublic ~~viewed~~statements, toand bespeeches ~~within~~by the ~~purview~~SEC ofCommissioners ~~these~~and ~~laws,~~SEC ~~and~~Staff ~~persons~~providing ~~receiving~~guidance ~~any~~on ~~such~~when ~~benefit,~~a ~~including~~digital ~~investors~~asset inor ana ~~applicable~~transaction ~~jurisdiction,~~to which a digital asset may relate may be ~~subject~~a tosecurity ~~liability~~for ~~under~~purposes ~~such~~of U.S. federal securities laws. ~~Each~~Our ~~prospective~~position ~~investor~~that ~~should~~none ~~therefore~~of ~~contact~~the ~~his~~Cryptocurrencies, are ~~her~~a or"security" ~~its~~is ~~own~~premised, ~~legal~~among ~~advisor~~other ~~regarding~~reasons, ~~the~~on ~~ownership~~our conclusion that none of ~~our~~Cryptocurrencies ~~Common~~meet ~~Shares~~the ~~and~~elements ~~any~~of ~~related~~the ~~potential~~Howey ~~liability~~test.

However, the SEC, federal courts or another relevant entity could take a different view. The ~~Company's~~regulatory ~~directors~~treatment of the Cryptocurrencies is such that it has drawn significant attention from legislative and ~~officers~~regulatory ~~may~~bodies, ~~have~~in particular the SEC which has previously stated it deemed certain digital assets to be a ~~conflict~~security. Application of ~~interest~~securities laws to the specific facts and circumstances of digital assets is complex and subject to change. Our conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on a finding that any of the Cryptocurrencies is a "security." As such, we are at risk of enforcement proceedings against us, which could result in ~~conducting~~potential ~~their~~injunctions, ~~duties~~cease-and-desist orders, fines, and penalties if any of the Cryptocurrencies are determined to be a security by a regulatory body or a court. Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition, and prospects.

WeIf ~~may~~we bewere ~~subject~~deemed to ~~various potential conflicts of interest because of the fact that some of our officers and directors may~~ be ~~engaged~~an ininvestment acompany ~~range~~under of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Investment Company. ~~In some cases~~Act, ~~our~~applicable ~~executive~~restrictions ~~officers~~likely ~~and~~would ~~directors~~make ~~may~~it ~~have~~impractical ~~fiduciary~~for ~~obligations~~us ~~associated with these business interests that interfere with their ability~~ to ~~devote~~continue ~~time~~segments toof our business ~~and~~as ~~affairs~~currently ~~and that could adversely affect our operations~~contemplated. ~~These business interests could require significant time and attention of our executive officers and directors.~~

AsUnder Sections 3(a)(1)(A) and (C) of ~~January~~the 1,Investment ~~2023~~Company Act, wea ~~are~~company ~~required~~generally will be deemed to ~~report~~be an "investment company" if (i) it is, or holds itself out as abeing, ~~U.S.~~engaged ~~domestic~~primarily, ~~issuer~~or ~~and~~proposes to engage primarily, in the ~~benefits~~business of ainvesting, ~~"foreign~~reinvesting, ~~private~~or ~~issuer"~~trading ~~are~~in nosecurities ~~longer~~or ~~available~~(ii) toit usengages, ~~which~~or ~~will~~proposes ~~likely~~to ~~result~~engage, in ~~additional~~the ~~costs~~business of investing, reinvesting, owning, holding, or trading in securities and ~~expenses~~it ~~for~~owns usor proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis.

AsRecently, ofwe ~~January~~have begun focusing on pursuing opportunities to expand our portfolio into digital assets. With respect to Section 3(a)(1)(A), ~~2023~~following the Cryptocurrency Offering, weapproximately ~~have~~95% ~~lost~~percent of the proceeds of the Cryptocurrency Offering will be used to acquire Cryptocurrencies, which is an amount in excess of 40% of our ~~status~~total asassets. aSince ~~"foreign~~we ~~private~~believe ~~issuer"~~none ~~and~~of the Cryptocurrencies are ~~required~~an toinvestment ~~adjust~~security, our ~~disclosure~~holdings of which will not exceed 40% of our total assets, we currently believe that we are not engaged primarily, and ~~reporting~~do not propose to ~~comply~~engage ~~with~~primarily, in the ~~requirements~~business ~~for~~of ~~domestic~~investing, ~~U.S.~~reinvesting, ~~companies.~~or Astrading in securities within the meaning of Section 3(a)(1)(A) ~~result:~~of the Investment Company Act.

However, the Cryptocurrencies and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are ~~required~~not securities could be deemed to ~~report~~be onsecurities ~~forms~~by ~~that~~the ~~are~~SEC ~~applicable~~or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets ecosystem, regarding the potential application of the Investment Company Act to Utheir businesses.S. ~~domestic~~For ~~issuers~~example, ~~such~~in asan ~~Forms~~action ~~10-K~~unrelated to the Company, ~~10-Q~~in ~~and~~February ~~8-K~~2022, ~~rather~~the ~~than~~SEC issued a cease-and-desist order under the ~~forms~~Investment ~~formerly~~Company ~~used~~Act usto BlockFi Lending LLC, ~~such~~in which the SEC alleged that BlockFi was operating as ~~Forms~~an ~~20-F~~unregistered investment company because it issued securities and ~~6-K;~~also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi to institutional borrowers.

we are required to file proxy statements in accordance with SEC rules; and

we may be required to modify certain of our corporate governance policies to comply with rules applicable to U.S. domestic issuers.

We expect that complying with these additional requirements would increase our legal and audit fees which in turn, could have a material adverse effect on our business, financial condition and results of operations. In addition, as a result of being considered a "domestic issuer" for reporting and disclosure requirements:

we are no longer exempt from certain requirements of U.S. securities laws such as (i) Regulation FD, which restricts the selective disclosure of material information, (ii) exemptions for filing beneficial ownership reports under Section 16(a) of the Exchange Act for executive officers, directors and 10% shareholders (Forms 3, 4, and 5), and (iii) the Section 16(b) short swing profit rules;

we are no longer permitted to disclose compensation information for our executive officers on an aggregate rather than an individual basis, although such exemption may still be available to us as long as we remain an "emerging growth company"; and

we have lost the ability to rely upon exemptions from Nasdaq corporate governance requirements that are available to foreign private issuers.

As a foreign private issuer, we were permitted to follow, and had followed through December 31, 2022, certain home country corporate governance practices instead of those otherwise required under Nasdaq rules for domestic U.S. issuers. For instance, we followed home country practice in Canada with regard to the lack of need to obtain shareholder approval for certain dilutive events such as (i) the establishment or amendment of certain equity-based compensation plans and (ii) certain transactions other than a public offering involving issuances of a 20% or more interest in the company.

The regulated nature of our business may impede or discourage a takeover, which could reduce the market price of our Common Shares.

WeIf ~~require~~we ~~and~~were ~~hold~~deemed ~~various~~to ~~government~~be ~~licenses~~an investment company, we may be required to, ~~operate~~among things, take actions to dispose of securities, limit our ~~business.~~ability ~~These~~to ~~licensing~~make ~~requirements~~certain ~~could~~investments ~~impede~~or aenter ~~merger,~~into ~~amalgamation~~joint ventures, ~~takeover~~or otherwise limit or ~~other~~change ~~business~~our ~~combination~~service ~~involving~~offerings usand oroperations. ~~discourage~~In aaddition, ~~potential~~restrictions ~~acquirer~~imposed ~~from~~by ~~making~~the aInvestment ~~tender~~Company ~~offer~~Act ~~for~~- including limitations on our ~~Common~~ability ~~Shares~~to issue different classes of stock and equity compensation to directors, ~~which~~officers, ~~under~~and ~~certain~~employees ~~circumstances~~and restrictions on management, operations, and transactions with affiliated persons - likely would make it impractical for us to continue our business as contemplated, and could ~~reduce~~have ~~the~~a ~~market~~material ~~price~~adverse ofeffect on our ~~Common~~business, ~~Shares~~results of operations, financial condition, and prospects.

WeThe doCryptocurrencies ~~not~~are ~~intend~~created and transmitted through the operations of the peer-to-peer ~~pay~~networks, ~~dividends~~decentralized onnetworks ~~our~~of ~~Common~~computers ~~Shares~~running insoftware following the ~~near~~respective ~~future,~~protocols. ~~and,~~If ~~consequently,~~the ~~your~~networks ~~ability~~of toany ~~achieve~~of athe ~~return~~Cryptocurrencies onis ~~your~~disrupted ~~investment~~or ~~will~~encounters ~~depend~~any onunanticipated ~~appreciation~~difficulties, in the ~~price~~value of ~~our~~the ~~Common~~Cryptocurrencies ~~Shares~~could be negatively impacted.

WeIf ~~have~~the ~~never~~network ~~declared~~of any of the Cryptocurrencies is disrupted or ~~paid~~encounters any ~~cash~~unanticipated ~~dividend~~difficulties, onthen ~~our~~the ~~Common~~processing ~~Shares~~of ~~and~~transactions doon ~~not~~such ~~currently~~network ~~intend~~may tobe dodisrupted, sowhich in ~~the~~turn ~~foreseeable~~may ~~future.~~prevent Weus ~~currently~~from ~~anticipate~~depositing ~~that~~or wewithdrawing ~~will~~the ~~retain~~Cryptocurrencies ~~future~~from ~~earnings~~our ~~for~~accounts ~~the~~with ~~development,~~our ~~operation~~custodian ~~and~~or ~~expansion~~otherwise effecting transactions of ~~our~~the ~~business~~Cryptocurrencies. ~~and~~Such dodisruptions ~~not~~could ~~anticipate~~include, ~~declaring~~for orexample: ~~paying~~the ~~any~~price ~~cash~~volatility ~~dividends~~of inthe Cryptocurrencies; the ~~foreseeable~~insolvency, ~~future.~~business ~~Therefore~~failure, ~~the~~interruption, ~~success~~default, failure to perform, security breach, or other problems of anparticipants, ~~investment~~custodians, inor others; the ~~Common~~closing ~~Shares~~of ~~will~~trading ~~depend~~platforms ~~upon~~of ~~any~~the ~~future~~Cryptocurrencies ~~appreciation~~due into ~~their~~fraud, ~~value.~~failures, ~~There~~security isbreaches, noor ~~guarantee~~otherwise; ~~that~~or ~~the~~network ~~Common~~outages ~~Shares~~or ~~will~~congestion, ~~appreciate~~power inoutages, ~~value~~ or ~~even~~other ~~maintain~~problems ~~the~~or ~~price~~disruptions ataffecting ~~which~~the ~~you~~networks ~~purchased~~of ~~them~~the Cryptocurrencies.

WeIn ~~are~~addition, analthough ~~emerging~~we ~~growth~~do ~~company~~not ~~and~~currently aintend ~~smaller~~to ~~reporting~~mine ~~company~~any of the Cryptocurrencies, ~~and~~digital ~~our~~asset ~~compliance~~validating ~~with~~operations ~~the~~can ~~reduced~~consume ~~reporting~~significant ~~and~~amounts ~~disclosure~~of ~~requirements~~electricity, ~~applicable~~which tomay ~~emerging~~have ~~growth~~a ~~companies~~negative environmental impact and ~~smaller~~give ~~reporting~~rise ~~companies~~to ~~could~~public ~~make~~opinion ~~our~~against ~~Common~~allowing, ~~Shares~~or ~~less~~government ~~attractive~~regulations torestricting, ~~investors~~the ~~and~~use ~~may~~of ~~make~~electricity itfor ~~more~~validating ~~difficult~~operations. Additionally, validators may be forced to ~~raise~~cease ~~capital~~operations asduring ~~and~~an ~~when~~electricity weshortage ~~need~~or itpower outage.

We ~~are~~face anrisks ~~emerging~~relating ~~growth~~to ~~company, as defined in~~ the ~~Jumpstart~~custody ~~our Business Startups Act~~ of ~~2012, referred to as~~ the ~~JOBS Act~~Cryptocurrencies, ~~and we expect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,~~ including the ~~auditor~~loss ~~attestation~~or ~~requirements~~destruction of ~~Section~~private ~~404,~~keys ~~reduced~~required ~~disclosure~~to ~~obligations~~access ~~regarding executive compensation in~~ our ~~periodic~~Cryptocurrencies ~~reports~~ and ~~proxy~~cyberattacks ~~statements,~~or ~~exemptions~~other ~~from~~data ~~the~~loss ~~requirements~~relating ofto ~~holding~~our aCryptocurrencies, ~~nonbinding~~including ~~advisory~~smart ~~vote~~contract onrelated ~~executive~~losses ~~compensation~~ and ~~shareholder approval of any golden parachute payments not previously approved and extended adoption period for accounting pronouncements~~vulnerabilities.

~~Even~~We ~~after~~hold weour noCryptocurrencies ~~longer~~with ~~qualify~~regulated ascustodians anthat ~~emerging~~have ~~growth~~duties ~~company,~~to wesafeguard ~~may~~our ~~still~~private ~~qualify~~keys. asOur acustodial ~~"smaller~~services ~~reporting~~contracts ~~company,"~~do ~~which~~not ~~would~~restrict ~~allow~~our usability to ~~continue~~reallocate toour ~~take~~Cryptocurrencies ~~advantage~~among ofour ~~many~~custodians, ofand ~~the~~our ~~same~~holdings ~~exemptions~~of ~~from~~the ~~disclosure~~Cryptocurrencies ~~requirements,~~may ~~including~~be ~~not~~concentrated ~~being required to comply~~ with ~~the~~a ~~auditor~~single ~~attestation~~custodian ~~requirements~~from oftime ~~Section~~to ~~404~~time. ofHowever, ~~Sarbanes-Oxley~~multiple ~~and~~custodians ~~reduced~~may ~~disclosure~~utilize ~~obligations~~similar ~~regarding~~wallet ~~executive~~infrastructure, ~~compensation~~cloud inservice ~~this~~providers ~~Prospectus~~or ~~and~~software ~~our~~systems, ~~periodic~~which ~~reports~~could ~~and~~increase ~~proxy~~systemic ~~statements~~technology risk.

WeIf ~~cannot~~there ~~predict~~is ~~whether~~a ~~investors~~decrease ~~will~~in ~~find~~the availability of digital asset custodians that we believe can safely custody our ~~Common~~Cryptocurrencies, ~~Shares~~for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States and Canada, we may need to enter into agreements that are less ~~attractive~~favorable asthan our current agreements or take other measures to custody our Cryptocurrencies, and our ability to seek a ~~result~~greater degree of ~~our~~diversification ~~reliance~~in onthe ~~these~~use ~~exemptions~~of custodial services would be materially adversely affected. While Ifwe ~~some~~conduct ~~investors~~due ~~find~~diligence on our ~~Common~~custodians ~~Shares~~and ~~less~~any ~~attractive~~smart ascontract aplatforms ~~result~~we may use, there ~~may~~can be ano ~~less~~assurance ~~active~~that ~~trading~~such ~~market~~diligence ~~for~~will ~~our~~uncover ~~Common~~all ~~Shares~~risks, ~~and~~including ~~our~~operational ~~stock~~deficiencies, ~~price~~hidden ~~may~~vulnerabilities beor ~~more~~legal ~~volatile~~noncompliance.

~~Additionally~~As of September 22, ~~because~~2025, the insurance that covers losses of our holdings of the ~~exemptions~~Cryptocurrencies ~~from~~may ~~various~~cover ~~reporting~~none ~~requirements~~or ~~provided~~only toa ussmall asfraction anof ~~emerging~~the ~~growth~~value ~~company,~~of wethe ~~may~~entirety beof ~~less~~our ~~attractive~~holdings toof ~~investors~~the Cryptocurrencies, and itthere ~~may~~can be ~~difficult~~no ~~for~~guarantee usthat tosuch ~~raise~~insurance ~~additional~~will ~~capital~~be maintained as ~~and~~part ~~when~~of wethe ~~need~~custodial ~~it.~~services ~~Investors~~we ~~may~~have beor ~~unable~~that tosuch ~~compare~~coverage ~~our~~will ~~business~~cover losses with ~~other~~respect ~~companies~~to inour Cryptocurrencies. Moreover, our ~~industry~~use ifof ~~they~~custodians ~~believe~~exposes us to the risk that the Cryptocurrencies our ~~reporting~~custodians ishold ~~not~~on asour ~~transparent~~behalf could be subject to insolvency proceedings and we could be treated as ~~the~~a ~~reporting~~general unsecured creditor of ~~other~~the ~~companies~~custodian, ininhibiting our ~~industry~~ability to exercise ownership rights with respect to such Cryptocurrencies. IfAny weloss ~~are~~associated ~~unable~~with such insolvency proceedings is unlikely to ~~raise~~be ~~additional~~covered ~~capital~~by asany ~~and~~insurance ~~when~~coverage we ~~need~~maintain ~~it,~~related to our ~~financial~~Cryptocurrencies. The ~~condition~~legal framework governing digital asset ownership and ~~results~~rights ofin ~~operations~~custodial ~~may~~or beinsolvency ~~materially~~contexts remains uncertain and ~~adversely~~continues ~~affected~~to evolve, which could result in unexpected losses, protracted recovery processes or adverse treatment in insolvency proceedings.

Future issuances of debt securities, which would rank senior to our Common Shares upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our Common Shares. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of Common Shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Common Shares.

IfEach of the ~~price~~respective Cryptocurrencies is controllable only by the possessor of ~~our~~both ~~Common~~the ~~Shares~~unique ~~fluctuates~~public key and private key(s) relating to the local or online digital wallet in which the respective Cryptocurrency is held. While the certain blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, ~~you~~private ~~could~~keys ~~lose~~must be safeguarded and kept private in order to prevent a ~~significant~~third ~~part~~party from accessing the certain Cryptocurrencies held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of ~~your~~the ~~investment~~private key(s) is accessible, neither we nor our custodians will be able to access the Cryptocurrencies held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, or the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The Cryptocurrencies and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

~~The~~As ~~market~~part ~~price~~ of our ~~Common~~treasury ~~Shares~~management ~~could~~strategy, bewe ~~subject~~may toengage ~~wide fluctuations~~ in ~~response~~staking, torestaking, ~~among~~or other ~~things,~~permitted activities that involve the ~~risk~~use ~~factors~~of ~~described~~"smart incontracts" ~~this~~or ~~section~~decentralized applications. The use of ~~this~~smart ~~Prospectus,~~contracts ~~and~~or ~~other~~decentralized ~~factors~~applications ~~beyond~~entails ~~our~~certain ~~control,~~risks ~~such~~including asrisks ~~fluctuations~~stemming infrom the ~~valuation~~existence of ~~companies~~an ~~perceived~~"admin bykey" ~~investors~~or tocoding beflaws ~~comparable~~that tocould ~~us.~~be ~~Furthermore~~exploited, ~~the~~potentially ~~stock~~allowing ~~markets~~a ~~have~~bad ~~experienced~~actor ~~price~~to ~~and~~issue ~~volume~~or ~~fluctuations~~otherwise ~~that~~compromise ~~have~~the ~~affected~~smart ~~and~~contract ~~continue~~or todecentralized ~~affect~~application, ~~the~~potentially ~~market~~leading ~~prices~~to ofa ~~equity~~loss ~~securities~~ of ~~many~~our ~~companies~~Cryptocurrencies. ~~These~~Like ~~fluctuations~~all ~~often~~software ~~have~~code, ~~been~~smart ~~unrelated~~contracts orare ~~disproportionate~~exposed to ~~the~~risk ~~operating~~that ~~performance~~the ofcode ~~those~~contains ~~companies.~~a ~~These~~bug ~~broad~~or ~~market~~other ~~and~~security ~~industry fluctuations~~vulnerability, aswhich ~~well~~can aslead ~~general~~to ~~economic,~~loss ~~political,~~of ~~and~~assets ~~market~~that ~~conditions,~~are ~~such~~held ason ~~recessions,~~or ~~interest~~transacted ~~rate~~through ~~changes~~the contract or ~~international~~decentralized ~~currency~~application. ~~fluctuations,~~Smart ~~may~~contracts ~~negatively~~and ~~affect~~decentralized ~~the~~applications ~~market~~may ~~price~~contain ofbugs, ~~our~~security ~~Common~~vulnerabilities ~~Shares.~~or Inpoorly ~~the~~designed ~~past,~~permission ~~many~~structures ~~companies~~ that ~~have~~could ~~experienced~~result ~~volatility~~ in the ~~market~~irreversible ~~price~~loss of ~~their~~the ~~stock~~Cryptocurrencies ~~have~~or ~~been~~other ~~subject~~digital ~~to securities class action litigation~~assets. Exploits, Weincluding ~~may~~those bestemming ~~the~~from ~~target~~admin ofkey ~~this~~misuse, ~~type~~admin ofkey ~~litigation~~compromise, inor ~~the~~protocol ~~future.~~flaws, ~~Securities~~have ~~litigation~~occurred ~~against us could result~~ in ~~substantial~~the ~~costs~~past and ~~divert~~may ~~our~~occur ~~management's~~in ~~attention~~the ~~from other business concerns, which could seriously harm our business~~future.

~~Volatility~~Our in0G ~~the~~treasury ~~market~~strategy ~~price~~subjects ofus ~~our Common Shares may prevent investors from being able~~ to ~~sell~~enhanced ~~their~~regulatory ~~shares at or above the public offering price~~oversight. ~~As a result, you may suffer a loss on your investment.~~

~~General~~There ~~Risk~~has ~~Factors~~been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. We intend to implement and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering ("AML") and sanctions laws and regulations and to only acquire our 0G through entities subject to anti-money laundering regulation and related compliance rules in the United States. Notwithstanding these planned efforts, if we are found to have purchased any of our 0G from bad actors that have used 0G to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in 0G by us may be restricted or prohibited.

~~The~~Increased ~~Company~~enforcement ~~may~~activity ~~become~~and ~~involved~~changes in ~~legal~~the ~~proceedings~~regulatory ~~from~~environment, ~~time~~including toevolving ~~time,~~or ~~which~~changing ~~could~~interpretations ~~adversely~~and ~~affect~~the implementation of new or varying regulatory requirements by the ~~Company~~government or any new legislation affecting 0G, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in 0G.

~~From~~In ~~time to time~~addition, weprivate ~~may~~actors bethat aare ~~party~~wary toof ~~legal~~0G ~~and~~or the regulatory ~~proceedings,~~concerns ~~including~~associated ~~matters~~with ~~involving~~0G ~~governmental~~have ~~agencies,~~in ~~entities~~the ~~with~~past ~~whom~~taken ~~it does business~~ and ~~other~~may ~~proceedings arising~~ in the ~~ordinary~~future ~~course~~take offurther ~~business.~~actions Wethat ~~will~~may ~~evaluate~~have ~~our~~an ~~exposure~~adverse toeffect ~~these~~on ~~legal~~our ~~and~~business ~~regulatory~~or ~~proceedings and establish reserves for~~ the ~~estimated~~market ~~liabilities~~price inof ~~accordance~~our ~~with~~common ~~generally accepted accounting principles~~shares. For ~~more information~~example, ~~see~~it ~~Item~~is 3possible ~~"Legal~~that ~~Proceedings."~~a ~~Assessing~~financial ~~and~~institution ~~predicting~~could ~~the~~restrict ~~outcome~~customers offrom ~~these~~buying ~~matters~~our ~~involves~~securities ~~substantial~~if ~~uncertainties.~~it ~~Unexpected~~were ~~outcomes~~to indetermine ~~these~~that ~~legal~~the ~~proceedings,~~value orof ~~changes~~our insecurities ~~management's~~is ~~evaluations~~closely ortied ~~predictions~~to ~~and~~the ~~accompanying~~performance ~~changes~~of ~~in established reserves~~0G, ~~could~~signaling ~~have~~a anreluctance ~~adverse~~to ~~impact~~facilitate onexposure ~~our~~to ~~financial~~virtual ~~results~~currencies.

~~Our~~Competition ~~participation~~from in the ~~cannabis~~emergence ~~industry may lead to litigation, formal~~ or ~~informal~~growth ~~complaints,~~of ~~enforcement actions, and inquiries by third parties,~~ other ~~companies~~digital ~~and/or~~assets ~~various~~could ~~governmental~~have ~~authorities~~a ~~against~~negative ~~us.~~impact ~~Litigation,~~on ~~complaints,~~the ~~and~~price ~~enforcement actions involving us could consume considerable amounts~~ of ~~financial~~0G and ~~other~~adversely ~~corporate~~affect ~~resources,~~the ~~which~~value ~~could~~of ~~have an adverse effect on~~ our ~~future~~0G ~~cash flows, earnings, results of operations and financial condition~~holdings.

The ~~Company's~~digital ~~success~~asset ~~will~~market ~~depend~~is highly competitive and rapidly evolving, with numerous alternative cryptocurrencies, blockchains, and decentralized finance (DeFi) platforms vying for market share in ~~part~~areas such as perpetual futures trading, staking, and on-chain ~~its~~liquidity ~~ability~~provision, towhich ~~continue~~are core to ~~enhance~~the Zero Gravity ecosystem and its ~~product~~0G Token. Existing or emerging competitors could attract users and ~~service~~developers ~~offerings~~away tofrom ~~respond~~the Zero Gravity ecosystem by providing superior technology, lower fees, faster transaction speeds or broader ecosystem integrations, potentially eroding Zero Gravity's market position and leading to ~~technological~~reduced trading volumes, staking participation, and ~~regulatory~~overall ~~changes~~demand. Many consortiums and ~~emerging~~financial ~~industry~~institutions ~~standards~~are also researching and ~~practices~~investing resources into private or permissioned blockchain platforms rather than open platforms like the Zero Gravity network. 0G is newly minted and supported by fewer trading platforms than more established digital assets, such as Bitcoin and Ether, which could impact its liquidity. In addition, the Zero Gravity network is in direct competition with other smart contract platforms, such as the Ethereum, Solana, Polkadot, Avalanche and Cardano networks. Competition from the emergence or growth of alternative digital assets or other smart contract platforms could have a negative impact on the demand for, and price of, 0G, and thereby adversely affect the value of our 0G holdings.

Rapidly changing markets, technology, emerging industry and regulatory standards and frequent introduction of new products characterize the Company's business. The introduction of new products embodying new technologies and regulatory developments may render the Company's equipment obsolete and its products and services less competitive or less marketable. The process of developing the Company's products and services is complex and requires significant continuing costs, development efforts, third-party commitments and regulatory approvals. The Company may not be successful in developing or effectively commercializing such new products and services, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of developing such products and services, may have a material adverse effect on the Company's business, financial condition and operating results.

We are dependent upon our management and key employees, and the loss of any member of our management team or key employees could have a material adverse effect on our operations.

~~The~~Investors ~~Company's~~may ~~success~~also isinvest ~~dependent~~in ~~upon~~0G ~~the~~through ~~ability,~~means ~~expertise,~~other ~~judgment,~~than ~~discretion~~our ~~and~~securities, ~~good~~including ~~faith~~through ofdirect ~~its~~investments ~~senior~~in ~~management~~0G and ~~key~~other ~~employees.~~financial ~~The~~vehicles, ~~loss~~including ofsecurities ~~any~~backed ~~member~~by ~~of our management team~~ or ~~key~~linked ~~employees~~to ~~could~~0G ~~have~~and adigital ~~material~~asset ~~adverse~~treasury ~~effect~~companies onsimilar ~~our~~to ~~business and results of operations~~us. ~~While~~Market ~~employment agreements~~ and ~~incentive~~financial ~~programs are customarily used as primary methods of retaining the services of key employees~~conditions, ~~these agreements~~ and ~~incentive programs cannot assure the continued services of such employees. Any loss of the services of such individuals, or an inability to attract~~ other ~~suitably~~conditions ~~qualified~~beyond ~~persons when needed, could have a material adverse effect on the Company's business, operating results or financial condition. We do not currently maintain key-person insurance on the lives of any of~~ our ~~key employees. Competition for qualified technical~~control, ~~sales~~may ~~and~~make ~~marketing~~it ~~staff,~~more asattractive ~~well~~to asgain ~~officers~~exposure ~~and directors can be intense, and no assurance can be provided that the Company will be able~~ to ~~attract~~0G orthrough ~~retain~~other ~~key employees in the future~~vehicles, ~~which~~rather ~~may~~than ~~adversely~~our ~~affect the Company's operations~~securities.

Our ~~inability~~0G toholdings ~~retain~~will be less liquid than our cash and ~~acquire~~cash ~~skilled~~equivalents ~~personnel~~and ~~could~~may ~~impair~~not ~~our~~be ~~business~~able to serve as a source of liquidity for us to the same extent as cash and ~~operations~~cash equivalents.

~~The~~Historically, ~~loss~~the ofcryptocurrency ~~any~~market ~~member~~has ofbeen ~~our~~characterized ~~management~~by ~~team~~significant ~~could~~volatility ~~have~~in aprice, ~~material~~limited ~~adverse~~liquidity ~~effect on our business~~ and ~~results~~trading ofvolumes ~~operations.~~compared ~~In addition, the inability~~ to ~~hire~~sovereign orcurrencies ~~the~~markets, ~~increased~~relative ~~costs of hiring new personnel~~anonymity, ~~including~~a ~~members~~developing ofregulatory ~~executive management~~landscape, ~~could~~potential ~~have~~susceptibility ato ~~material~~market ~~adverse~~abuse ~~effect on our business~~ and ~~operating~~manipulation, ~~results.~~compliance ~~The expansion of marketing~~ and ~~sales~~internal ofcontrol ~~our~~failures ~~products~~at ~~will require us to find~~exchanges, ~~hire~~ and ~~retain~~various ~~additional~~other ~~capable~~risks ~~employees~~inherent ~~who~~in ~~can~~its ~~understand,~~entirely ~~explain~~electronic, ~~market~~virtual form and ~~sell~~decentralized ~~our products~~network. ~~There~~During istimes ~~intense competition for capable personnel in all~~ of ~~these~~market ~~areas~~instability, ~~and~~ we may not be ~~successful~~able into ~~attracting,~~sell ~~training,~~our ~~integrating,~~0G ~~motivating,~~at orfavorable ~~retaining~~prices ~~new personnel, vendors,~~ or ~~subcontractors~~at ~~for these required functions~~all. ~~New employees often require significant training and, in many cases, take a significant amount of time before they achieve full productivity.~~ As a result, weour ~~may~~0G ~~incur~~holdings ~~significant~~may ~~costs~~not tobe ~~attract~~able ~~and retain employees, including significant expenditures related~~ to ~~salaries~~serve ~~and~~as ~~benefits~~a ~~and~~source ~~compensation~~of ~~expenses~~liquidity ~~issued~~for inus ~~connection~~ to ~~equity awards, and we may lose new employees to our competitors or other companies before we realize~~ the ~~benefit~~same ofextent ~~our investment in recruiting and training them. In addition,~~ as wecash ~~move into new jurisdictions, we will need to attract~~ and ~~recruit~~cash ~~skilled employees in those new areas~~equivalents.

WeFurther, ~~will~~the ~~need~~0G towe ~~grow~~hold ~~the~~with ~~size~~our ofcustodians and transact with our ~~organization,~~trade ~~and~~execution wepartners ~~may~~does ~~experience~~not ~~difficulties~~enjoy inthe ~~managing~~same ~~any~~protections ~~growth~~as weare ~~may~~available ~~achieve~~to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

~~As our development and commercialization plans and strategies develop~~Additionally, we ~~expect~~may tobe ~~need~~unable ~~additional~~to ~~research,~~enter ~~development,~~into ~~managerial,~~term ~~operational,~~loans ~~sales,~~or ~~marketing,~~other ~~financial,~~capital ~~accounting,~~raising ~~legal~~transactions ~~and~~collateralized ~~other~~by ~~resources.~~our ~~Future~~unencumbered ~~growth~~0G ~~would~~or ~~impose~~otherwise ~~significant~~generate ~~added~~funds ~~responsibilities~~using onour ~~members~~0G ofholdings, ~~management.~~including Inin ~~order~~particular toduring ~~manage~~times ~~growth~~of ~~and~~market ~~changes~~instability inor ~~strategy~~when ~~effectively,~~ the ~~Company~~price ~~must:~~of ~~(a)~~0G ~~maintain~~has ~~adequate~~declined ~~systems~~significantly. toIf ~~meet~~we ~~customer~~are ~~demand;~~unable ~~(b)~~to ~~expand~~sell ~~sales~~our ~~and marketing~~0G, ~~distribution~~enter ~~capabilities,~~into ~~and~~additional ~~administrative~~capital ~~functions;~~raising ~~(c)~~transactions, ~~expand~~including ~~the~~capital ~~skills~~raising ~~and~~transactions ~~capabilities~~using of0G ~~its~~as ~~current~~collateral, ~~management~~or ~~team;~~otherwise ~~and~~generate ~~(d)~~funds ~~attract~~using ~~and~~our ~~retain~~0G ~~qualified~~holdings, ~~employees.~~or ~~Our~~if ~~management~~we ~~may~~are ~~not~~forced beto ~~able~~sell toour ~~accommodate~~0G ~~those~~at ~~added~~a ~~responsibilities~~significant loss, ~~and~~in ~~our~~order ~~failure~~ to domeet soour ~~could~~working ~~prevent~~capital usrequirements, ~~from~~our ~~effectively~~business ~~managing~~and ~~future~~financial ~~growth~~condition ~~and~~could ~~successfully~~be ~~growing~~negatively ~~our Company~~impacted.

IfMany ~~securities~~countries orand ~~industry~~regulatory ~~analysts~~authorities doare ~~not~~studying ~~publish~~the ~~research~~impact orof ~~publish~~AI ~~inaccurate~~and ormay ~~unfavorable~~implement ~~research~~regulations ~~about~~on ~~us,~~AI ~~our~~that ~~share~~may ~~price~~be ~~and~~difficult ~~trading~~or ~~volume~~impossible ~~could~~for ~~decline~~the 0G Blockchain to implement and comply with.

The ~~trading~~0G ~~market~~Blockchain ~~for~~is ~~our~~designed ~~Common~~to ~~Shares~~enable ~~will depend, in part, on the research~~ and ~~reports~~support ~~that~~AI ~~securities~~modules orutilizing ~~industry~~decentralized ~~analysts~~AI ~~publish about us or our operations~~infrastructure. If Weregulation dois ~~not~~adopted ~~have~~in ~~any~~the ~~control~~U.S. ~~over~~or ~~these~~globally ~~analysts~~to ~~and~~regulate ~~their~~AI ~~research~~ and ~~reports.~~machine Iflearning ~~one~~modules, orthe ~~more~~0G ofBlockchain, ~~the~~as ~~analysts~~a ~~who~~decentralized ~~cover~~blockchain usand ~~downgrade~~protocol, ~~our~~may ~~shares~~be orunable ~~publish~~to ~~inaccurate~~comply orwith ~~unfavorable~~such ~~research~~regulations ~~about~~which ~~our~~may ~~business,~~adversely ~~our~~affect ~~share~~the ~~price~~0G ~~would~~Blockchain ~~likely~~and ~~decline.~~the In0G ~~addition,~~Token ifor ~~our~~could ~~operating~~require ~~results~~the ~~fail~~0G Blockchain to ~~meet~~terminate ~~the~~or ~~forecast~~suspect ofcertain ~~analysts~~features, ~~our~~services ~~share~~and ~~price would likely decline~~tools. Further, Ifas ~~one~~a ordecentralized ~~more~~network, ofit ~~these~~is ~~analysts~~possible ~~cease~~that ~~coverage~~the of0G usBlockchain orwill ~~fail~~continue to ~~publish~~operate ~~reports~~without oncomplying uswith ~~regularly~~applicable regulations, ~~demand~~which ~~for our shares~~ could ~~decrease,~~materially ~~which~~and ~~might~~adversely ~~cause~~affect our ~~share~~business ~~price~~ and ~~trading~~our ~~volume~~financial ~~to decline~~condition.

WeOther ~~expect~~Risk ~~to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations.~~Factors

WeThere ~~expect~~are torisks ~~incur~~relating ~~significant ongoing costs and obligations related~~ to ~~our~~the ~~investment~~sale ~~in infrastructure and growth and regulatory compliance, which could have a material adverse effect on our results~~ of ~~operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to~~ our ~~operations,~~legacy ~~increased~~hemp ~~compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations~~ and ~~financial~~cannabis ~~condition. Our efforts to grow our~~ business ~~may be costlier than we expect, and we may not be able to generate sufficient revenue to offset such higher operating expenses~~. ~~We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays, and other unknown events.~~

On September 20, 2025, we entered into the Equity Transfer and Debt Repayment Agreement to sell certain subsidiaries comprising our legacy hemp and cannabis business to our Noteholders, in exchange for the repayment of the Notes held by such Noteholders. This disposition closed on September 26, 2025. While we have agreed to only limited indemnification and other obligations in connection with the disposition, there can be no assurance that we will not be subjected to indemnification claims or other liabilities in connection with the disposition.

Further, achieving the anticipated benefits of the disposition is subject to a number of uncertainties. There can be no assurance that we will realize the full benefits of strategic focus, cost savings and operating efficiencies that we currently expect from the transaction or that such benefits will be achieved within the anticipated time frames. Failure to achieve these anticipated benefits could result in increased costs and diversion of management's time and energy and could materially adversely affect our business, financial position, results of operations and cash flows.

~~There~~The isdisposition nomay ~~assurance~~be ~~that~~subject ~~the~~to ~~Company's~~regulatory ~~insurance~~actions ~~coverage~~or ~~will~~private belitigation ~~sufficient~~that could expose us to ~~cover~~costly ~~all~~and ~~claims~~time-consuming proceedings. Failure to ~~which~~prevail ~~the~~in ~~Company~~any such regulatory actions or private litigation could result in significant fines or monetary damages, which may ~~become~~require ~~subject~~us to raise additional capital.

~~Our~~We ~~production~~may ~~is,~~experience indifficulties ~~general,~~due ~~subject~~ to ~~different risks and hazards, including adverse weather conditions, fires, plant diseases and pest infestations, other natural phenomena, industrial accidents, labor disputes,~~ changes in ~~the legal and regulatory framework applicable to us and environmental contingencies~~management.

WeIn ~~may~~connection ~~not~~with bethe ~~able~~Cryptocurrency toOffering, ~~maintain~~on orSeptember ~~obtain~~20, ~~insurance~~2025, Mr. Clifford Starke resigned as a director and the Chief Executive Officer of the ~~type~~Company and ~~amount~~Mr. ~~desired~~Sammy atDorf aresigned ~~reasonable~~as ~~cost~~the Executive Chairman of the Company. IfFurther, weon ~~were~~September 20, 2025, the Board appointed Mr. Daniel Reis-Faria and Michael Heinrich as non-independent directors of the Board, and in connection with their appointments to ~~incur~~the ~~significant~~Board, ~~liability~~Mr. ~~for~~Reis-Faria ~~which~~was wealso ~~were~~appointed ~~not~~as ~~fully~~the ~~insured~~Chief Executive Officer of the Company and Mr. Heinrich was also appointed as Executive Chairman effective September 20, it2025. ~~could~~Neither ~~have~~new executive officer has previously served as an ~~adverse~~executive ~~effect~~officer onof a publicly traded company. In addition to devoting substantial time becoming integrated into our business and increasing their familiarity with our operations, ~~financial~~each ~~condition~~new ~~and~~executive ~~results~~officer may be required to devote substantial time fulfilling their public company compliance obligations. Such changes in our management could impair relationships with key business contacts, make it more difficult to retain employees or result in the loss of ~~operations~~confidence in our investor base, any of which events could harm our performance. The can be no assurance that our reconstituted management will function effectively.

WeOur doexecutive ~~not~~officers ~~currently~~and ~~maintain~~directors ~~key-person~~hold ~~insurance~~or onmay ~~the~~have ~~lives~~served certain management positions and directorships of ~~any~~other companies, including related parties, which may result in potential conflicts of interest and divert their time and attention from our ~~key~~business. ~~employees~~This could have a negative impact on our ability to implement our plan of operation.

WeOur executive officers and directors currently serve, have previously held or may, from time to time, serve in positions as officers or directors of other companies, for which they may be ~~unable~~entitled to ~~implement~~substantial compensation, which may result in a conflict of interest in allocating their time between our ~~business~~operations ~~strategy~~and their other businesses. For example, Michael Heinrich, our Executive Chairman and a member of our Board, is the Chief Executive Officer of 0G Labs. The 0G Token which ~~could~~we ~~have~~own ~~negative~~is ~~financial~~the native cryptocurrency of 0G Labs. Further, Daniel Reis-Faria, our Chief Executive Officer and ~~reputational~~member ~~effects~~of our Board, originated and facilitated the investment transaction between Janover and DeFi Development Corporation that led to the creation of the first Solana Treasury Vehicle in the United States. Mr. Reis-Faria is a shareholder of DeFi Development Corporation and in September 19, 2025, we entered into a securities purchase agreement with DeFi Development Corporation in connection with the issuance by us to DeFi Development Corporation via a private placement of an unsecured convertible note in an aggregate original principal amount of Solana with a current value of US$22,880,000. See the section titled “Certain Relationships and Related Party Transactions” beginning on ~~our~~page ~~business~~46 of this prospectus for additional information.

The ~~growth~~existing external commitments and ~~expansion~~any future commitments of our ~~business~~executive isofficers ~~heavily~~and ~~dependent~~directors ~~upon~~to other companies may potentially divert their significant time and attention away from the ~~successful~~strategic ~~implementation~~and operational needs of our ~~business strategy~~company. ~~There~~Their ~~can~~divided befocus nocould ~~assurance~~lead ~~that~~to wedelays ~~will~~in bedecision-making, ~~successful~~hinder ineffective ~~the~~communication ~~implementation~~within of our ~~business~~Company, ~~strategy.~~give Arise ~~failure~~ to dopotential soconflicts ~~could~~of ~~have~~interest, ~~negative~~and ~~financial~~introduce ~~and~~a ~~reputational~~divergence ~~effects~~in onpriorities, usconsequently impacting the overall efficacy of leadership. ~~Future~~Additionally, ~~clinical~~the ~~research~~potential ~~studies~~for ~~may~~conflicting ~~lead~~interests arising from commitments to ~~conclusions~~multiple ~~that~~entities ~~dispute~~may orpose ~~conflict~~challenges ~~with~~in ~~our~~aligning ~~understanding~~the ~~and~~officer's ~~belief~~priorities ~~regarding~~with the ~~medical~~long-term ~~benefits,~~goals ~~viability,~~and ~~safety,~~interests ~~efficacy~~of our company, ~~dosing~~thereby ~~and~~introducing ~~social~~an ~~acceptance~~element of ~~cannabis~~uncertainty and potential disruption to our operations.

~~The~~ELOC ~~Company~~Financing ~~could be subject to a security breach that could result in significant damage or theft of products and equipment.~~

Breaches of security at our facilities may occur and could result in damage to or theft of products and equipment. A security breach at our facilities could result in a significant loss of inventory or work in process, expose us to liability under applicable regulations and increase expenses relating to the investigation of the breach and implementation of additional preventative security measures, any of which could have an adverse effect on our business, financial condition and results of operations.General

On November 28, 2025, we entered into the ELOC Agreement with White Lion pursuant to which White Lion has agreed to purchase from us up to an aggregate of $25 million of our Shares from time to time over the term of the ELOC Agreement, which amount may be increased to up to an aggregate of $50 million of Shares upon mutual agreement by the parties and subject to the satisfaction of certain conditions. Also, on November 28, 2025, we entered into the Registration Rights Agreement. Pursuant to our obligations under the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register the resale under the Securities Act, of the Shares that have been or may be issued to White Lion pursuant to the Total Commitment under the ELOC Agreement.

~~CAUTIONARY~~As ~~NOTE~~consideration ~~REGARDING~~for ~~FORWARD~~White Lion’s commitment to purchase the Company’s Shares under the ELOC Agreement, the Company paid White Lion a one-~~LOOKING~~time structuring ~~STATEMENTS~~fee of $20,000 and also agreed to pay a commitment fee to White Lion in the form of Shares with an aggregate market value of $125,000 or 0.5% of the Initial Commitment Fee, which will be paid on the effective date of the Registration Statement. The Initial Commitment Fee will be determined based on the amount of Shares equal to $125,000 divided by the lowest trade price of the common shares on the earlier of (i) the date the Registration Statement becomes effective or (ii) the date that is 180 days following signing of the ELOC Agreement. For the avoidance of doubt, the Company shall owe to the Selling Shareholder no more than $125,000 in Commitment Shares regardless of whether the Registration Statement goes effective within 180 days or not. In no scenario shall the Company pay an additional cost above $125,000 aside from an increase in the Commitment Amount. This prospectus covers the resale by the Selling Shareholder of an aggregate of 6,300,000 Shares, comprised of: (i) the Initial Commitment Shares; and (ii) the Shares that we may, in our sole discretion, elect to issue and sell to White Lion, from time to time after the date of this prospectus, as part of the Total Commitment pursuant to the ELOC Agreement.

~~This~~We ~~Prospectus~~do ~~contains~~not ~~"forward-looking~~have ~~statements" within~~ the ~~meaning~~right ofto ~~the~~commence ~~Private~~any ~~Securities~~sales ~~Litigation Reform Act~~ of ~~1995~~our ~~and~~Shares ~~other~~to ~~U.S.~~White ~~Federal~~Lion ~~securities~~under ~~laws.~~the ~~These~~ELOC ~~forward-looking~~Agreement ~~statements~~until ~~may~~all ~~include projections and estimates concerning our possible or assumed future results~~ of ~~operations,~~the ~~financial~~conditions ~~condition,~~set ~~business~~forth ~~strategies~~in ~~and~~the ~~plans,~~ELOC ~~market~~Agreement ~~opportunity,~~have ~~competitive~~been ~~position~~satisfied, ~~industry~~including environment, and potential growth opportunities. In some cases, you can identify forward- looking statements by terms such as "may", "will", "should", "believe", "expect", "could", "intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that ~~convey~~ the ~~uncertainty~~SEC ofhas ~~future~~declared ~~events~~effective orthe ~~outcomes.~~registration ~~You~~statement ~~can~~that ~~also~~includes ~~identify~~this ~~forward-looking~~prospectus ~~statements~~registering bythe ~~discussions~~resale of ~~strategy,~~the ~~plans~~Shares orbeing ~~intentions.~~issued Weand ~~have~~sold ~~based~~to ~~these~~White ~~forward-looking~~Lion ~~statements~~under onthe ~~our~~Total ~~current expectations and assumptions about future events~~Commitment. ~~While~~Under ~~our~~the ~~management~~ELOC ~~considers these expectations and assumptions to be reasonable~~Agreement, ~~because~~upon ~~forward-looking statements relate to matters that have not yet occurred~~Commencement, ~~they~~on ~~are~~the ~~inherently~~Purchase ~~subject to significant business~~Date, ~~competitive,~~we ~~economic,~~may ~~regulatory~~direct ~~and~~White ~~other~~Lion ~~risks,~~to ~~contingencies~~purchase ~~and~~the ~~uncertainties,~~number ~~most~~ of ~~which~~Shares ~~are~~equal ~~difficult~~ to ~~predict~~40% ~~and many~~ of ~~which~~the ~~are~~average ~~beyond~~daily ~~our~~trading ~~control.~~volume ~~These~~of ~~and~~the ~~other~~common ~~important~~shares ~~factors,~~immediately ~~including,~~preceding ~~among others, those discussed in this Prospectus under~~ the ~~sections~~delivery ~~titled "Risk Factors", "Management's Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~purchase ~~and~~notice. ~~Results~~This oflimit ~~Operations",~~ may ~~cause~~be ~~our~~waived ~~actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied~~ by ~~the~~White ~~forward-looking~~Lion ~~statements~~ in ~~this~~connection ~~Prospectus.~~with ~~Some~~any ofparticular ~~the~~purchase ~~factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this Prospectus include:~~notice.

~~our~~Upon ~~limited~~receipt ~~operating~~of ~~history~~a purchase notice from the Company, White Lion is obligated to purchase Shares as the Company directs, subject to certain conditions and ~~net~~limitations, ~~losses;~~at a price per Share calculated based on a discount to recent trading prices of the common shares. The purchase price per Share for each purchase will be:

~~unpredictable~~• For ~~events~~a regular purchase notice, ~~such~~provided asthen 97.00% of the ~~COVID-19~~lowest ~~outbreak,~~daily ~~and~~VWAP ~~associated~~of the common shares for the two consecutive business ~~disruptions~~days commencing on and including the day the regular purchase notice is delivered for a regular purchase notice provided; or

~~changes~~• For ina ~~cannabis~~rapid ~~laws~~purchase notice, ~~regulations~~provided ~~and~~either ~~guidelines;~~(i) the lowest traded price of the common shares on the date the rapid purchase notice is delivered or (ii) 97% of the lowest traded price of the common shares two hours following the written confirmation of the acceptance of the rapid purchase notice by the Selling Shareholder.

~~decrease~~Other inthan ~~demand~~as ~~for~~described ~~cannabis~~above, there are no trading volume requirements or restrictions under the ELOC Agreement, and ~~derivative~~we ~~products~~will ~~due~~control tothe ~~certain~~timing ~~research~~and ~~findings;~~amount of any sales of our Shares to White Lion.

~~proceedings~~We will control the timing and amount of any sales of our Shares to White Lion under the ELOC Agreement, orbut ~~negative~~not ~~media~~the ~~attention;~~timing and amount of any subsequent resales by the Selling Shareholder. The purchase price of the Shares that may be sold to White Lion in regular purchases under the ELOC Agreement will be based on an agreed upon fixed discount to the market price of our common shares as computed pursuant to the terms of the ELOC Agreement.

~~damage~~The ELOC Agreement may be terminated by the Company at any time in the event of a material breach of the Agreement by the Selling Shareholder, which shall be effected by written notice being sent by the Company to ~~our~~the ~~reputation~~Selling Shareholder. In addition, the ELOC Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any Bankruptcy Law codified as Title 11, U.S. Code, or any similar federal or state law for the relief of debtors, the Company commences a ~~result~~voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of ~~negative~~its ~~publicity;~~property or the Company makes a general assignment for the benefit of its creditors.

~~exposure~~The ELOC Agreement provides that we may sell up to ~~product~~an ~~liability~~aggregate ~~claims,~~of ~~actions~~$50 million of Shares to White Lion if the Initial Commitment is increased, and ~~litigation~~6,300,000 Shares are being offered under this prospectus, which represents (i) the Initial Commitment Shares; and (ii) the Shares that we may, in our sole discretion, elect to issue and sell to White Lion, from time to time after the date of this prospectus, as part of the Total Commitment. Depending on the market prices of our common shares at the time we elect to issue and sell Shares to White Lion under the ELOC Agreement and the market price of our common shares used to determine the Initial Commitment Fee and/or the Total Commitment Fee, as applicable, we may need to register the resale of additional shares under the Securities Act in order to receive aggregate gross proceeds equal to the $25 million Initial Commitment (or up to the $50 million Total Commitment, if and to the extent the Initial Commitment is increased and certain other conditions are satisfied) available to us under the ELOC Agreement. If all of the 6,300,000 Shares offered by White Lion under this prospectus (which Shares include the entirety of the $50 million Total Commitment) were issued and outstanding as of the date hereof, such Shares would represent approximately: (i) 89.40% of the total number of our common shares outstanding and approximately 90.33% of the total number of outstanding common shares held by non-affiliates and (ii) 89.40% of the total voting power of all classes of our capital stock outstanding, in each case as of the date hereof. If we elect to issue and sell more than the 6,300,000 Shares offered under this prospectus to White Lion, which we have the right, but not the obligation, to do, we must first (i) register the resale under the Securities Act of any such additional common shares, which could cause additional substantial dilution to our shareholders, and (ii) if applicable, obtain shareholder approval to issue common shares in excess of the Exchange Cap (as defined below) under the ELOC Agreement. The number of shares ultimately offered for resale by White Lion is dependent upon the number of Shares we sell to White Lion under the ELOC Agreement.

risks associated with product recalls;

product viability;

continuing research and development efforts to respond to technological and regulatory changes;

shelf life of inventory;

our ability to successfully integrate businesses that we acquire;

maintenance of effective quality control systems;

changes to energy prices and supply;

risks associated with expansion into new jurisdictions;

regulatory compliance risks;

opposition to the cannabinoid industry;

risks related to our operations in Colombia, including the closing of the sale thereof; and

potential delisting resulting in reduced liquidity of our Common Shares.

Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Prospectus. The forward-looking statements contained in this Prospectus are not guarantees of future performance and our actual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this Prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Prospectus speaks only as of the date of this Prospectus. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise, after the date of this Prospectus.

~~PRIVATE~~Under ~~PLACEMENT~~applicable OFrules of ~~WARRANTS~~the Nasdaq Stock Market, in no event may we issue or sell to White Lion under the ELOC Agreement any Shares to the extent the issuance of such Shares, when aggregated with all other Shares issued pursuant to the ELOC Agreement (including the Commitment Shares), would cause the aggregate number of Shares issued pursuant to the ELOC Agreement to exceed more than 6,300,000 Shares. i.e., the Exchange Cap, under the ELOC Agreement, which equals 19.99% of the Company’s outstanding common shares as of the execution date of the ELOC Agreement, unless shareholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all Shares issued under the ELOC Agreement is equal to or greater than $7.54, subject to adjustment for the Minimum Price. Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Selling Shareholder shall not be required to purchase, any Shares under the ELOC Agreement if such issuance would violate the rules or regulations of the Nasdaq Stock Market. The Company may, in its sole discretion, determine whether to obtain shareholder approval to issue more than 19.99% of its outstanding common shares if such issuance would require shareholder approval under the rules or regulations of the Nasdaq Stock Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of common shares issued or issuable that may be aggregated with the transactions contemplated by the ELOC Agreement under applicable rules of the Nasdaq Stock Market.

OnThe ~~September~~ELOC ~~18,~~Agreement ~~2023,~~also weprohibits ~~entered~~us ~~into~~from ~~the~~directing ~~Securities~~White ~~Purchase~~Lion ~~Agreement~~to purchase any Shares if those Shares, when aggregated with ~~the~~all ~~Investors~~other common shares then beneficially owned by White Lion, would result in ~~connection~~White ~~with~~Lion having beneficial ownership of more than 4.99% (provided that the ~~Registered~~Selling ~~Direct~~Shareholder ~~Offering~~may ofincrease ~~1,369,000~~this ~~Common~~ownership ~~Shares~~up ~~pursuant~~to 9.99% at its sole discretion upon sixty-one (61) days prior written notice to the Company's) ~~effective~~of ~~shelf~~the ~~registration~~then ~~statement~~total onoutstanding ~~Form~~common Sshares, as calculated pursuant to Section 13(d) the Exchange Act, and Rule 13d-3 ~~(File~~thereunder, Nowhich limitation we refer to as the "Beneficial Ownership Cap." ~~333-274204)~~Notwithstanding ~~and~~the aforegoing ~~related~~limitation, ~~base~~it ~~prospectus~~would be possible for us to sell more than 4.99% or 9.99%, ~~together~~as ~~with~~applicable, of our outstanding common shares to White Lion on any given day if, during the ~~related~~course ~~prospectus~~of ~~supplement~~such ~~dated~~day, White Lion sold the Shares acquired by it such that it no longer owned 4.99% or 9.99%, as applicable, of ~~September~~our 20outstanding common shares, ~~2023~~provided that, ~~filed~~in ~~with~~no ~~the~~event, ~~SEC~~would White Lion own more than 4.99% or 9.99%, as applicable, of our outstanding common shares at any one time.

~~Concurrently~~The ~~with~~issuance ~~the~~of ~~Registered~~our ~~Direct~~Shares ~~Offering and pursuant~~ to the ~~Securities~~Selling ~~Purchase~~Shareholder ~~Agreement,~~pursuant ~~the Company agreed~~ to ~~sell~~the ~~via~~ELOC aAgreement ~~private~~will ~~placement~~not (affect the ~~"Private~~rights ~~Placement"~~or ~~and~~privileges ~~together~~of ~~with~~our ~~the~~existing ~~Registered~~shareholders, ~~Direct~~except ~~Offering,~~that the ~~"Private~~economic ~~Placement~~and ~~Offerings")~~voting ~~unregistered~~interests ~~warrants~~of ~~(the~~each ~~"Investor~~of ~~Warrants")~~our toexisting ~~the~~shareholders ~~Investors~~will tobe ~~purchase~~diluted upas toa ~~1,369,000~~result of ~~Common~~any ~~Shares~~such issuance. ~~Each~~Although ~~Investor~~the ~~Warrant~~number ~~was~~of ~~sold~~common ~~with~~shares athat ~~Common~~our ~~Share~~existing atshareholders aown ~~combined~~will ~~purchase~~not ~~price~~decrease, ofthe ~~$2.00.~~common ~~The~~shares ~~Investor~~owned ~~Warrants~~by ~~are~~our ~~exercisable~~existing atshareholders awill ~~price~~represent ofa ~~$2.50~~smaller ~~per~~percentage ~~Common~~of ~~Share,~~our ~~exercisable~~total ~~upon~~outstanding ~~the~~common ~~six-month~~shares ~~anniversary~~after ofany ~~the~~such ~~date~~issuance ofto ~~issuance,~~White ~~and~~Lion. ~~have~~For amore ~~term~~detailed ofinformation ~~five~~regarding ~~and~~the ~~one-half~~ELOC ~~years~~Agreement, ~~from~~see the ~~issuance~~section ~~date~~entitled "ELOC Financing."

~~Pursuant~~Purchase toof a placement agent agreement, A.G.P./Alliance Global Partners ("A.G.P.") acted as placement agent in connection with the Private Placement Offerings, and in consideration therefor the Company agreed to register and issue to A.G.P. unregistered warrants (the "Placement Agent Warrants", which we refer to, together with the Investor Warrants, as the "Warrants") to purchase up to 54,760 Common Shares. ~~The~~Under ~~Placement Agent Warrants are exercisable at a price of $2.39 per Common Share, exercisable on or after~~ the ~~181st~~ELOC ~~day immediately following the date of issuance and for a period of five years from the issuance date.~~Agreement

~~The~~Under ~~Company~~the ~~agreed~~ELOC toAgreement, ~~file~~upon aCommencement, ~~registration~~on ~~statement~~the onPurchase ~~Form~~Date, ~~S-1~~we ~~within~~may 30direct ~~days~~White ofLion to purchase the ~~date~~number of ~~closing~~shares equal to 40% of the ~~Private~~average ~~Placement~~daily ~~Offerings~~trading tovolume ~~register~~of the ~~re-sale~~common shares immediately preceding the delivery of the ~~Common~~purchase ~~Shares~~notice. ~~underlying~~This ~~the~~limit ~~Warrants~~may be waived by White Lion in connection with any particular purchase notice.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Common Shares by the Selling Securityholders. All net proceeds from the sale of the Common Shares covered by this Prospectus will go to the respective Selling Securityholders. We expect that the Selling Securityholders will sell their Common Shares as described under "Plan of Distribution."

We may receive proceeds from the exercise of the Warrants to the extent that the Warrants are exercised for cash. The Warrants, however, are exercisable on a cashless basis under certain circumstances. If all of the Warrants were exercised for cash in full, the gross proceeds would be approximately $3.55 million.

We intend to use the net proceeds from this offering for operating capacity, working capital and general corporate purposes. Our management will have discretion in allocating the net proceeds in accordance with the above priorities and purposes. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our businesses.

SELLING SECURITYHOLDERS

The Common Shares being offered by the Selling Securityholders are those Common Shares issuable upon exercise of the Warrants. For additional information regarding the issuance of the Warrants, see "Private Placement of Warrants". We are registering the Common Shares underlying the Warrants in order to permit the Selling Securityholders to offer the Common Shares for resale from time to time.

In December 2022, we closed an offering in which the two of the Selling Securityholders, Armistice Capital Master Fund Ltd. and Highbridge Tactical Credit Master Fund, Ltd. (together, the "Funds"), purchased an aggregate of 625,000 units of the Company at a price of $8.00 per unit for gross proceeds of $5.0 million. Each unit was comprised of one Common Share and one Common Share purchase warrant (625,000 total warrants) to purchase one additional Common Share at an exercise price of $8.00 per share. Such warrants were subsequently repriced and currently have an exercise price of $2.50 per share. The Funds also participated in smaller offerings of units of the Company prior to December 2022, with each such offering consisting of Common Shares and Common Share purchase warrants. All the Common Share purchase warrants held by the Funds have an exercise price of $2.50 per share. Except for the foregoing and as otherwise described in this Prospectus, the Selling Securityholders have not had any material relationship with us within the past three years.

~~The~~Upon ~~table~~receipt ~~below lists the Selling Securityholders and other information regarding the beneficial ownership~~ of ~~Common~~a ~~Shares~~purchase bynotice ~~each~~from of the ~~Selling~~Company, ~~Securityholders.~~White ~~The~~Lion ~~second~~is ~~column~~obligated ~~lists~~to ~~the~~purchase ~~total number of Common~~ Shares ~~beneficially~~as ~~owned by each Selling Securityholder, based on its ownership~~ the Company's ~~securities~~directs, ~~including~~subject ~~Common~~to ~~Shares~~certain ~~sold~~conditions inand ~~the~~limitations, ~~Private~~at ~~Placement~~a ~~Offerings,~~price ~~the~~per ~~Warrants~~Share ~~and~~calculated ~~securities~~based ~~beneficially~~on ~~owned~~a ~~prior~~discount to ~~the~~recent ~~Private~~trading ~~Placement~~prices ~~Offerings, as~~ of ~~October 18, 2023, assuming~~ the ~~exercise~~common ~~of the Warrants held by the Selling Securityholders as of October 18, 2023, without regard to any limitations on exercises~~shares. The ~~third~~purchase ~~column~~price ~~lists~~per ~~the~~Share ~~percentage~~for ~~ownership~~each ofpurchase ~~Common~~will ~~Shares beneficially held, assuming the exercise of the Warrants held by the Selling Securityholders as of October 18, 2023.~~be:

~~The~~• For ~~fourth~~a ~~column~~regular ~~lists~~purchase ~~the~~notice ~~Common~~provided ~~Shares~~then ~~being~~97% ~~offered~~of bythe ~~this~~lowest ~~Prospectus~~daily byVWAP of the ~~Selling~~common ~~Securityholders.~~shares for a regular purchase notice provided; or

In• For ~~accordance~~a ~~with~~rapid ~~the~~purchase ~~terms~~notice ofprovided ~~the~~either ~~Securities~~(i) ~~Purchase Agreement, this Prospectus generally covers~~ the ~~resale~~lowest oftraded ~~the~~price ~~maximum number~~ of ~~Common Shares issuable upon~~ the ~~exercise~~common ofshares ~~the~~or ~~Warrants,~~(ii) ~~determined~~97% ~~as if the outstanding Warrants were exercised in full as~~ of the ~~trading~~lowest ~~day~~traded ~~immediately~~price ~~preceding the date this Prospectus was initially filed with the SEC without regard to any limitations on exercises. The fifth column assumes the sale~~ of ~~all of~~ the ~~Common~~common ~~Shares~~shares ~~offered~~two byhours ~~the~~following ~~Selling Securityholders pursuant to this Prospectus and~~ the ~~sixth~~written ~~column~~confirmation ~~lists the percentage ownership~~ of ~~Common Shares beneficially held by~~ the ~~Selling~~acceptance ~~Securityholders assuming the sale~~ of ~~all of~~ the ~~Common~~rapid ~~Shares~~purchase ~~offered~~notice by the Selling ~~Securityholders pursuant to this Prospectus~~Shareholder.

~~Under~~Other ~~the~~than ~~terms~~as ofdescribed ~~the Warrants~~above, athere ~~Selling~~are ~~Securityholder~~no ~~may~~trading ~~not~~volume ~~exercise~~requirements ~~the~~or ~~Warrants~~restrictions tounder the ~~extent~~ELOC ~~such exercise would cause such Selling Securityholder~~Agreement, ~~together with its affiliates~~ and ~~attribution~~we ~~parties,~~will tocontrol ~~beneficially own a number of Common Shares which would exceed 4.99% or 9.99%, as applicable, of~~ the ~~Company's~~timing then outstanding Common Shares following such exercise, excluding for purposes of such determination Common Shares issuable upon exercise of such Warrants which have not been exercised. The number of Common Shares in the second and ~~fifth~~amount ~~columns and the percentage~~ of ~~Common~~any ~~Shares~~sales ~~in the third and sixth columns do not reflect this limitation. The Selling Securityholder may sell all, some or none~~ of ~~their~~our ~~Common~~ Shares into ~~this~~White ~~Offering~~Lion. ~~See "Plan of Distribution."~~

Name of SellingSecurityholder	Number ofCommonSharesBeneficiallyOwned Priorto ThisOffering	PercentageofOutstandingCommonSharesBeneficiallyOwned Priorto ThisOffering	MaximumNumber ofCommon Sharesto be SoldPursuant to thisOffering	Number ofCommon SharesOwned After thisOffering	Percentage ofOutstandingCommonSharesBeneficiallyOwned Afterthis Offering
Highbridge Capital Management, LLC1	717,183	8.4%	684,500	717,183	7.8%
Armistice Capital, LLC2	757,500	8.9%	684,500	757,500	8.2%
A.G.P./Alliance Global Partners3	195,000	2.3%	54,760	195,000	2.3%

Conditions to Commencement and Delivery of Purchase Notices

~~(1) Highbridge~~Our ~~Capital~~ability ~~Management,~~to ~~LLC~~deliver ispurchase ~~the~~notices ~~trading~~to ~~manager~~White ofLion ~~Highbridge~~under ~~Tactical Credit Institutional Fund, Ltd. and Highbridge Tactical Credit Master Fund, L.P. (~~the ~~"Highbridge~~ELOC ~~Funds").~~Agreement ~~The~~arises ~~Highbridge~~upon ~~Funds disclaim beneficial ownership over~~ the ~~Common~~occurrence ~~Shares~~of ~~underlying~~satisfying ~~the Warrants. The number~~ of ~~Common~~applicable ~~Shares~~conditions ~~beneficially~~specified ~~owned does not reflect beneficial ownership limitations contain~~ in ~~any~~the ~~warrants.~~ELOC ~~The~~Agreement ~~address~~at ~~of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, NY 10172, and~~ the ~~address~~time of ~~the~~delivery ~~Highbridge~~of ~~Funds~~such ispurchase ~~#309 Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands~~notice:

• the accuracy in all material respects of our representations and warranties and the Selling Shareholder's representations and warranties included in the ELOC Agreement;

• the performance, satisfaction, and compliance in all respects by us and the Selling Shareholder with all covenants, agreements, and conditions required by the ELOC Agreement;

• compliance with Nasdaq Listing Rule 5635(d);

• there being an effective registration statement pursuant to which White Lion is permitted to utilize the prospectus thereunder to resell all of the Shares issued pursuant to such purchase notice;

• there being no statute, rule, regulation, executive order, decree, ruling, or injunction that prohibits or directly and materially adversely affects any of the transactions contemplated by the ELOC Agreement or the Registration Rights Agreement and there being no existing proceeding that prohibits or directly and materially adversely affects any of the transactions contemplated by the ELOC Agreement or the Registration Rights Agreement;

• there being no event that had or is reasonably likely to have a Material Adverse Effect (as defined in the ELOC Agreement) since the Company's most recent annual report filed pursuant to the Exchange Act;

• trading in our common shares shall not have been suspended by the SEC, Nasdaq or FINRA and us having not received any final notice that our listing will be terminated on a certain date; provided that in the event of a suspension, delisting, or halting for any reason, of the trading of the common shares during an active purchase notice, the Selling Shareholder will purchase the Shares at a value equal to $0.01 per Share;

• the number of Shares to be purchased by the Selling Shareholder shall not exceed the number of such Shares that, when aggregated with all other Shares then owned by the Selling Shareholder beneficially or deemed beneficially owned by the Selling Shareholder, would result in the Selling Shareholder owning more than the Beneficial Ownership Cap;

• the Company will be free of any stock promotion cap;

• the Company will have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) business days following the business day on which such purchase notice is deemed delivered).

~~(2)~~• ~~The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (~~the ~~"Master~~issuance ~~Fund"), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager~~ of the ~~Master~~purchase ~~Fund;~~notice ~~and~~will ~~(ii)~~not ~~Steven~~violate ~~Boyd, as~~ the ~~Managing~~shareholder ~~Member~~approval ofrequirements ~~Armistice Capital. The warrants are subject to a beneficial ownership limitation~~ of ~~4.99%, which such limitation restricts~~ the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. The number of Common Shares beneficially owned does not reflect beneficial ownership limitations contain in any Warrants. The address of Armistice Capital, LLC is 510 Madison Avenue, 7th Floor, New York, NY 10022.Nasdaq;

~~(3)~~• ~~The~~the ~~number of Common~~ Shares ~~beneficially~~will ~~owned~~be ~~prior~~DWAC toEligible ~~this~~and ~~Offering consists of common share warrants. The number of Common Shares beneficially owned does~~ not ~~reflect~~subject ~~beneficial~~to ~~ownership~~a ~~limitations~~"DTC ~~contain in any warrants. The address of A.G.P./Alliance Global Partners is 590 Madison Ave., 28th Floor, New York, NY 10022.~~Chill";

~~PLAN~~• all OFreports, ~~DISTRIBUTION~~schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act after the Execution Date shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.

~~Each~~• Irrevocable ~~Selling~~Transfer ~~Securityholder~~Agent ofInstructions ~~the~~(As ~~securities~~defined ~~and~~in ~~any~~the ofELOC ~~their~~Agreement) ~~pledgees,~~will ~~assignees~~have ~~and~~been ~~successors-in-interest~~delivered ~~may,~~by ~~from~~the ~~time~~Company to ~~time~~, ~~sell~~and ~~any~~acknowledged orin ~~all~~writing of(email ~~their~~being ~~securities~~sufficient) ~~covered hereby on Nasdaq or any other stock exchange~~by, ~~market or trading facility on which~~ the ~~securities~~Company's ~~are~~transfer ~~traded~~agent (or ~~in private transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use~~ any ~~one~~successor ortransfer ~~more of the following methods when selling securities:~~agent);

~~ordinary~~• the ~~brokerage~~sale ~~transactions~~and issuance of such Shares being legally permitted by all laws and ~~transactions~~regulations into which ~~the~~we ~~broker-dealer~~are ~~solicits purchasers~~subject;

~~block~~• our ~~trades~~Board inshall ~~which~~have approved the ~~broker-dealer~~transactions ~~will~~contemplated ~~attempt~~by tothe ~~sell~~ELOC ~~the~~Agreement ~~securities~~and assuch ~~agent~~approval ~~but~~has ~~may~~not ~~position~~been amended, rescinded or modified and ~~resell~~remains ain ~~portion~~full offorce ~~the~~and ~~block~~effect as ~~principal~~of toeach ~~facilitate~~purchase ~~the transaction~~notice; and

~~purchases~~• there bybeing a ~~broker-dealer~~sufficient asnumber ~~principal~~of authorized but unissued and ~~resale~~otherwise byunreserved ~~the~~common ~~broker-dealer~~shares for ~~its~~the ~~account;~~issuance of all of the Shares pursuant to the purchase notice.

anOur ~~exchange~~Termination ~~distribution in accordance with the rules of the applicable exchange;~~Rights

~~privately~~The ~~negotiated~~ELOC ~~transactions;~~Agreement may be terminated by the Company at any time in the event of a material breach of the Agreement by the Selling Shareholder, which shall be effected by written notice being sent by the Company to the Selling Shareholder. In addition, the ELOC Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any bankruptcy law codified as Title 11, U.S. Code, or any similar federal or state law for the relief of debtors, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

~~settlement~~Effect of ~~short~~Performance ~~sales;~~of the ELOC Agreement on Our Shareholders

All 6,300,000 Shares being offered by this prospectus and that may be issued or sold by us to White Lion under the ELOC Agreement are expected to be freely tradable. It is anticipated that the Shares being registered in ~~transactions~~this ~~through~~offering, ~~broker~~excluding the Initial Commitment Shares, will be sold to White Lion over a period of up to 24-~~dealers~~months commencing ~~that~~on ~~agree~~the ~~with~~date of the execution of the ELOC Agreement or the date on which the Selling ~~Securityholders~~Shareholder shall have purchased an aggregate number of Shares pursuant to the ELOC Agreement equal to the Total Commitment Amount. The resale by White Lion of a significant amount of Shares registered in this offering, at any given time during the pendency of this offering, could cause the market price of our common shares to decline and to be volatile. Sales of our Shares to White Lion, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to White Lion all, some or none of the Shares that may be available for us to sell pursuant to the ELOC Agreement. If and when we do sell Shares to White Lion, after White Lion has acquired the Shares, White Lion may resell all, some or none of those Shares at any time or from time to time in its discretion and at different prices. Therefore, sales to White Lion by us under the ELOC Agreement may result in substantial dilution to the interests of other holders of our common shares and investors who purchase Shares from White Lion in this offering at different times will likely pay different prices for those Shares, and so may experience different outcomes in their investment results. Investors may experience a ~~specified~~decline ~~number~~in the value of the Shares they purchase from White Lion in this offering as a result of future sales made by us to White Lion at prices lower than the prices such investors paid for their Shares in this offering. In addition, if we sell a substantial number of Shares to White Lion under the ELOC Agreement, or if investors expect that we will do so, the actual sales of Shares or the mere existence of our arrangement with White Lion may make it more difficult for us to sell equity or equity-related securities in the future at a ~~stipulated~~time and at a price ~~per~~that ~~security;~~we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our common shares to White Lion. See the risk factors titled “The sale and issuance of our Shares to the Selling Shareholder will cause dilution to our existing shareholders, and the sale of the Shares acquired by the Selling Shareholder and/or other shareholders, or the perception that such sales may occur, could cause the price of our Shares to decline” and “Investors who buy Shares from the Selling Shareholder at different times will likely pay different prices” for additional information.

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this Prospectus.

Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this Prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

~~The~~Because ~~Selling~~the ~~Securityholders~~per ~~and~~share ~~any~~purchase ~~broker-dealers~~price orthat ~~agents~~White Lion will pay for the Shares that ~~are~~we ~~involved~~may inelect ~~selling~~to sell to them pursuant to the ~~securities~~ELOC Agreement may be ~~deemed~~determined by reference to bethe ~~"underwriters"~~VWAP ~~within~~or the ~~meaning~~lowest oftrading price during the ~~Securities~~applicable ~~Act~~period as detailed in ~~connection~~the ~~with~~ELOC ~~such~~Agreement ~~sales.~~and Inthe ~~such~~number ~~event,~~of ~~any~~Commitment ~~commissions~~Shares ~~received~~we will issue to White Lion pursuant to the ELOC Agreement will be determined by ~~such~~reference ~~broker-dealers~~to the VWAP or ~~agents~~the ~~and~~lowest ~~any~~trading ~~profit~~price onduring the ~~resale~~applicable period, as of the ~~securities~~date ~~purchased~~of bythis ~~them~~prospectus, ~~may~~we cannot determine the actual purchase price per Share that White Lion will be ~~deemed~~required to bepay ~~underwriting~~for ~~commissions~~any orShares ~~discounts~~that ~~under~~we may elect to sell to White Lion or the ~~Securities~~per ~~Act.~~Share ~~Each~~price ~~Selling~~of ~~Securityholder~~the ~~has~~Commitment ~~informed~~Shares to be issued under the ~~Company~~ELOC ~~that~~Agreement itfrom ~~does~~and ~~not~~after ~~have~~Commencement ~~any~~and, ~~written~~therefore, orwe ~~oral~~cannot ~~agreement~~be orcertain ~~understanding~~how many Shares, ~~directly~~in orthe ~~indirectly~~aggregate, ~~with~~we ~~any~~may ~~person~~issue and sell to ~~distribute~~White Lion under the ~~securities~~ELOC Agreement from and after Commencement.

~~The~~Pursuant ~~Company~~to isthe ~~required~~terms toof ~~pay~~the ~~certain~~ELOC ~~fees~~Agreement, ~~and~~we ~~expenses~~may ~~incurred~~elect, byin ~~the~~our ~~Company~~sole ~~incident~~discretion, to issue and sell to the ~~registration~~Selling Shareholder, from time to time, up to $25 million of Shares after the ~~securities.~~date ~~The~~of ~~Company~~this ~~has~~prospectus, ~~agreed~~which amount may be increased to ~~indemnify~~up to an aggregate of $50 million of Shares upon mutual agreement by the ~~Selling~~parties ~~Securityholders~~and ~~against~~subject to the satisfaction of certain ~~losses,~~conditions. ~~claims,~~We ~~damages~~have ~~and~~not ~~liabilities,~~yet ~~including~~sold ~~liabilities~~any Shares to White Lion under the ~~Securities~~ELOC ~~Act~~Agreement. ~~The~~See ~~Company~~“ELOC ~~shall~~Financing” ~~not~~for bea ~~responsible~~description of the ELOC Agreement and “Selling Shareholder” for ~~any~~additional ofinformation regarding the Selling Shareholder.

~~Selling~~Depending ~~Securityholders'~~on ~~selling~~the ~~costs~~price ~~incurred~~per share at which we sell our Shares to White Lion pursuant to ~~any~~the ELOC Agreement, we may need to sell to White Lion under the ELOC Agreement more Shares than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $25 million Initial Commitment (or up to the $50 million Total Commitment, if and to the extent the Initial Commitment is increased and certain other conditions are satisfied) available ~~method~~to ~~provided~~us ~~hereunder~~under the ELOC Agreement. If we choose to do so, in addition to obtaining shareholder approval to issue Shares in excess of the Exchange Cap under the ELOC Agreement in accordance with Nasdaq rules, we must first register the resale of such additional shares under the Securities Act, which could cause additional substantial dilution to our shareholders. The number of Shares ultimately offered for ~~selling~~resale ~~securities~~by White Lion under this prospectus is dependent upon the number of Shares we direct White Lion to purchase under the ELOC Agreement. For example, the number of Shares registered on the registration statement for which this prospectus forms a part was determined based on a price per Share of $8.00, which was the closing price of our common shares on November 26, 2025. If the market price per share of our common shares at the time we issue and sell Shares to the Selling Shareholder under the ELOC Agreement is less than $8.00 per share, then we may need to file a new registration statement to register the resale of additional shares under the Securities Act in order to receive aggregate gross proceeds equal to the $50 million Total Commitment available to us under the ELOC Agreement.

The ~~resale~~ELOC ~~securities~~Agreement ~~will~~prohibits beus ~~sold~~from ~~only~~issuing ~~through~~or ~~registered~~selling orto ~~licensed~~White ~~brokers~~Lion orunder ~~dealers~~the ifELOC ~~required~~Agreement ~~under~~(i) ~~applicable~~Shares ~~state~~in ~~securities~~excess ~~laws.~~of Inthe ~~addition~~Exchange Cap, unless we obtain shareholder approval to issue Shares in ~~certain~~excess ~~states,~~of the ~~resale~~Exchange ~~securities~~Cap, ~~covered~~and ~~hereby~~(ii) ~~may~~any ~~not~~Shares beif ~~sold~~those ~~unless~~Shares, ~~they~~when ~~have~~aggregated ~~been~~with ~~registered~~all orother ~~qualified~~common ~~for~~shares ~~sale~~then inbeneficially ~~the~~owned ~~applicable~~by ~~state~~White orLion anand ~~exemption~~its ~~from~~affiliates, would exceed the ~~registration~~Beneficial orOwnership ~~qualification~~Cap. ~~requirement~~If isapplicable, ~~available~~we ~~and~~would isseek ~~complied~~shareholder ~~with~~approval before issuing Shares in excess of the Exchange Cap.

~~Under~~USE ~~applicable~~OF rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Shares by the Selling Securityholders or any other person. We will make copies of this Prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).PROCEEDS

~~Lock-Up~~We ~~Agreements~~will not receive any proceeds from the sale of Shares by the Selling Shareholder pursuant to this prospectus. However, we may receive up to $25 million (or up to $50 million, if and to the extent the Initial Commitment is increased to Total Commitment and certain other conditions are satisfied) in aggregate gross proceeds from the Selling Shareholder under the ELOC Agreement in connection with sales of Shares to the Selling Shareholder pursuant to the ELOC Agreement at varying purchase prices after the date of this prospectus. However, the actual proceeds from the Selling Shareholder may be less than this amount depending on the number of Shares sold to the Selling Shareholder and the price at which such Shares are sold.

InWe ~~connection~~intend ~~with~~to ~~the~~use ~~Private~~approximately ~~Placement~~80% ~~Offerings,~~of ~~our~~the ~~Company,~~proceeds ~~directors and certain executive officers (each, a "locked-up person") have agreed not to, for ninety (90) day~~ from ~~September~~the ~~21,~~sale ~~2023,~~of ~~offer,~~our ~~sell,~~Shares ~~contract~~under tothe ~~sell,~~ELOC ~~hypothecate~~Agreement, ~~pledge~~if ~~or otherwise dispose of (or enter into~~ any ~~transaction which is designed to~~, orfor ~~might~~the ~~reasonably~~purchase beof ~~expected~~0G toTokens, ~~result~~with in the ~~disposition),~~remaining ~~directly~~approximately or20% ~~indirectly,~~of orsuch ~~establish~~proceeds orused ~~increase~~for ageneral ~~put~~corporate ~~equivalent~~purposes. ~~position~~We orhave ~~liquidate~~not ordetermined ~~decrease~~the aamount ~~call~~of ~~equivalent~~net ~~position,~~proceeds ~~with respect~~ to, ~~any~~be ~~Common~~used ~~Shares~~specifically orfor ~~securities~~such ~~convertible,~~purposes. ~~exchangeable~~As ora ~~exercisable into~~result, ~~Common~~management ~~Shares~~will ~~beneficially~~retain ~~owned,~~broad ~~held~~discretion orover ~~acquired, or make any demand for or exercise any right or cause to be filed a registration statement, with respect to~~ the ~~registration~~allocation of ~~any Common Shares or Common Share equivalents or publicly disclose~~ the ~~intention~~net toproceeds doof any ~~of the foregoing~~offering.

Notwithstanding the foregoing, the Company, directors and the executive officers that have signed a lock-up agreement may effect the following transactions in Common Shares assuming certain criteria are met: transfers of securities as bona fide gifts; transfers to any immediate family member or to any trust for the benefit of the locked-up person or their immediate family; transfers to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the locked-up person and/or the immediate family of the locked-up person; if the lock-up person is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the locked-up person or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the locked-up person; if the locked-up person is a trust, to the beneficiary of such trust; by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the locked-up person; or securities purchased pursuant to the Securities Purchase Agreement; receipt of shares in connection with an employee benefit plan; certain exercises of warrants; and the establishment of a Rule 10b5-1 trading plan.

~~DESCRIPTION~~We OFwill ~~SECURITIES~~generally bear all costs, expenses and fees in connection with the registration of the Shares offered by the Selling Shareholder pursuant to this prospectus, but the Selling Shareholder will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.

~~The Selling Securityholders are offering Common Shares in this Offering.~~BUSINESS

~~General~~Flora Growth Corp. was incorporated on March 13, 2019, under the laws of the Province of Ontario. Flora, which will be rebranded as ZeroStack, is investing in the future of AI infrastructure through strategic ownership in 0G Tokens, which participate in an open and decentralized AI network.

~~This~~We ~~Prospectus~~also ~~describes~~operate ~~the~~as ~~general~~a ~~terms~~global ofpharmaceutical distributor through our ~~Common~~wholly ~~Shares,~~owned ~~which~~subsidiary ~~description~~Phatebo. Based in Germany, Phatebo is ~~qualified~~a inwholesale ~~its~~pharmaceutical ~~entirety~~distribution bycompany ~~reference~~with toimport ~~applicable~~and ~~Canadian~~export ~~law~~capabilities of a wide range of pharmaceutical goods and ~~the~~medical ~~terms~~products to treat a variety of health indications, including drugs related to cancer therapies, ADHD, multiple sclerosis and ~~provisions~~anti-depressants, ~~contained~~among others. Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in ~~our~~Europe, ~~Articles~~but ofalso ~~Incorporation~~with sales to Asia, Latin America, and North America. On September 20, 2025, we entered into an agreement for the ~~bylaws~~disposition of certain components of our existing hemp and cannabis business, as described below under the ~~Company~~header ~~("Bylaws")~~“Agreement ~~currently~~to inSell ~~effect~~Legacy Hemp and Cannabis Business.”

The Company's Articles of Incorporation provide that our authorized capital consists of an unlimited number of common shares, with no par value per share, which do not have any special rights or restrictions. As of the date of this Prospectus, the Company has 8,216,095 Common Shares issued and outstanding.

Rights, Preferences and Restrictions Attaching to Our Common Shares

The Business Corporations Act (Ontario) (the "OBCA") provides the following rights, privileges, restrictions and conditions attaching to our Common Shares:

to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of our Company, to share equally in the remaining property of our Company on liquidation, dissolution or winding-up of our Company; and

the Common Shares are entitled to receive dividends if, as, and when declared by the Board of Directors.

Shareholder Meetings

The OBCA provides that: (i) a general meeting of shareholders shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of our Company is located; (ii) directors must call an annual meeting of shareholders (the "Annual Meeting") not later than 18 months after the date of incorporation and no later than 15 months after the last preceding Annual Meeting; (iii) for the purpose of determining shareholders entitled to receive notice of or vote at meetings of shareholders, the directors may fix in advance a date as the record date for that determination, provided that such date shall not precede by more than 50 days or by less than 21 days, if we are a public company, otherwise 10 days, the date on which the meeting is to be held; (iv) the holders of not less than 5% of the issued shares entitled to vote at a meeting may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition; (v) only shareholders entitled to vote at the meeting, our directors and our auditor are entitled to be present at a meeting of shareholders; and (vi) upon the application of a director or shareholder entitled to vote at the meeting, the Superior Court of Justice may order a meeting to be called, held and conducted in a manner that the Court directs. The Company's Bylaws provide that a quorum is met when holders of not less than 10% of the shares entitled to vote at the meeting of shareholders are present in person or represented by proxy. The holders of our Common Shares are entitled to attend and vote at all meetings of the shareholders of the Company.

Fully Paid and Non-assessable

All outstanding Common Shares are, and the Common Shares issuable upon exercise of the Warrants, when issued and paid for in accordance with the applicable warrant certificate, will be, duly authorized, validly issued, fully paid and non-assessable.

Limitations on Liability and Indemnification of Officers and Directors

In accordance with the OBCA and pursuant to the Bylaws of the Company, subject to certain conditions, the Company shall, to the maximum extent permitted by law, indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity. We shall advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below or is not successful on the merits in their defense of the action or proceeding. Indemnification is prohibited unless the individual:

Acted honestly and in good faith with a view to our best interests;

In the case of a criminal or administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and

Was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Shares is Continental Stock Transfer & Trust Company.

Listing

Our Common Shares are listed on Nasdaq under the symbol "FLGC."

DESCRIPTION OF BUSINESS

Flora was incorporated on March 13, 2019, under the laws of the Province of Ontario. We are a multi-national cannabis company that manufactures and distributes consumer packaged goods, cultivates and distributes medicinal cannabis, and distributes pharmaceutical products.

Mission

Flora exists to create a world where the benefits of cannabis are accessible to everyone.

Development Overview

In May 2021, the Company completed its initial public offering ("“IPO"”) of ~~our~~its ~~Common~~common ~~Shares~~shares and commenced trading on Nasdaq under the ticker symbol "“FLGC." Prior to our IPO, the Company engaged in a series of transactions in Colombia which laid the foundation for our growth and development. These transactions included the acquisition of our interests in Flora Labs 1, 2 and 4 (hereinafter defined), our Cosechemos cultivation and processing facility and a number of brands.”

Since our IPO, Flora has acquired 100% of the outstanding equity interests in ~~each~~Phatebo, ~~of:~~a multi-national operator in the pharmaceutical industries, with principal operations in Germany, divested our legacy hemp and cannabis business, as described below, and in early 2025 following a due diligence process, we began implementing an expansion strategy focused on identifying and pursuing complementary growth opportunities within the global digital asset market.

~~Franchise,~~Recent ~~who together with its principal subsidiary, Phatebo is a multi-national operator in the pharmaceutical and medical cannabis industries, with principal operations in Germany;~~Developments

~~Just~~Cryptocurrency ~~Brands~~Treasury ~~and~~Strategy ~~High Roller based in Fort Lauderdale, Florida. Just Brands is a leading distributor~~ and retailer of cannabidiol (CBD) derived products through its widely recognized "JustCBD" brand. High Roller (which we refer to as Flora Lab 3) manufactures several of the leading products sold by Just Brands; andOfferings

On May 2, 2025, the Company, entered into the Securities Purchase Agreement with the May 2025 Investors in connection with the issuance and sale by the Company to the May 2025 Investors via the May 2025 Private Placement of an aggregate of 80,333 common shares of the Company, no par value per share at a purchase price of US$11.70 per share and 18,640 Pre-funded Warrants of the Company at a purchase price of US$11.6961 per warrant each to purchase one Pre-funded Warrant Share which was immediately exercisable and expire when exercised in full, at an exercise price of US$0.0039 per share.

The net proceeds from the sale of the common shares and Pre-funded Warrants were approximately US$1,100,000 after deducting estimated expenses relating to the May 2025 Private Placement. The Company used $0.4 million of the net proceeds from the May 2025 Private Placement to purchase Solana, $0.4 million of the net proceeds from the May 2025 Private Placement to purchase Ethereum, $0.1 million of the net proceeds from the May 2025 Private Placement to purchase Sui, $0.1 million of the net proceeds from the May 2025 Private Placement to purchase Ripple, and the balance of the net proceeds from the May 2025 Private Placement for general corporate and working capital purposes and to pay any fees and expenses in connection with the issuance of the common shares and the Pre-funded Warrants.

On September 19, 2025, the Company entered into the September 2025 Securities Purchase Agreement with certain Cash Investors in connection with the issuance and sale by the Company to the Cash Investors via the Cash Private Placement of an aggregate of 116,340 Cash Common Shares, at a purchase price of US$25.19 per share and 425,929 Cash Pre-funded Warrants at a purchase price of US$25.1899 per warrant each to purchase one Cash Pre-funded Warrant Share which shall expire when exercised in full, at an exercise price of US$0.0001 per share. Each common share and Cash Pre-funded Warrant issued in the Cash Private Placement was bundled with 0.2 of a Cash Common Warrant. Each Cash Common Warrant shall be exercisable for one Cash Warrant Share for 1,825 calendar days after shareholder approval at an exercise price of US$25.19.

On September 26, 2025, an aggregate of 116,340 common shares, 412,037 Cash Pre-funded Warrants and 105,666 Cash Common Warrants were issued.

On October 9, 2025, the final 7,938 Cash Pre-funded Warrants and 1,586 Cash Common Warrants that were part of the Cash Private Placement were issued for total proceeds of $0.2 million.

On October 9, 2025, in connection with the second closing of the Cash Private Placement, we issued the remaining 5,954,743 Cash Pre-funded Warrants to Daniel Reis-Faria, the Company's Chief Executive Officer, in exchange for 50,000,000 0G Tokens.

The net proceeds from the sale of the Cash Common Shares and Cash Pre-funded Warrants were approximately US$13,660,000 after deducting estimated expenses relating to the Cash Private Placement. The Company intends to use the net proceeds of the sale of the Cash Common Shares and Cash Pre-funded Warrants to further the Company's new digital asset treasury strategy linked to 0G, and to explore and expand the use of the native AI functionality of the 0G Token to enhance the business of the Company and the balance of the net proceeds will be used for general corporate and working capital purposes.

On September 19, 2025, the Company also entered into the Token Securities Purchase Agreement with the Token Investors in connection with the issuance and sale by the Company to the Token Investors via the Token Private Placement of an aggregate of 8,546,955 Token Pre-funded Warrants at a purchase price of US$25.1899 per warrant each to purchase one Token Pre-funded Warrant Share which shall be exercisable upon shareholder approval and expire when exercised in full, at an exercise price of US$0.0001 per share. The purchase price of each Token Pre-funded Warrant shall be paid in the form of Tokens, with each token having a deemed value of US$3.00 in accordance with the valuation mutually agreed upon by the Company and the Token Investors. Closing of the Token Private Placement occurred on September 26, 2025.

In connection with the Token Private Placement, the Company received 71,766,135 Tokens. Such Tokens, when converted into cash, have an aggregate value of approximately US$215,297,806, based upon the agreed upon value of US$3 per Token. Accordingly, the net proceeds from the sale of the Token Pre-funded Warrants were approximately US$215,297,806. The Company intends to use the Tokens received as consideration for the sale of the Token Pre-funded Warrants to further the Company's new digital asset treasury strategy linked to the Tokens, and to explore and expand the use of the native AI functionality of the Token to enhance the business of the Company and the balance of the net proceeds will be used for general corporate and working capital purposes.

On September 19, 2025, the Company also entered into the Note Securities Purchase Agreement with the Note Investor in connection with the issuance by the Company to the Note Investor via the Note Private Placement of the Note in an aggregate original principal amount of Solana with a current value of US$22,880,000.

The Note accrues interest payable in Solana at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31, beginning September 30, 2025. At the option of the Company, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest for the applicable period can be payable in-kind by capitalizing and adding such accrued interest to the outstanding Solana principal amount. Upon shareholder approval at the Shareholder Meeting, the Note and accrued and unpaid interest are convertible into the Note Shares at a conversion ratio of the U.S. Dollar Value (as defined in the Note) of Solana divided by US$33.34. The Note matures in September 2030, but the holder can demand full prepayment during two 60-day windows after the 1st and 2nd anniversaries of issuance. The Solana is locked under the Note and will unlock equally each month in November 2025 through January 2028. Once unlocked, it can be sold.

On October 24, 2025, in connection with the Note Private Placement, the Company received 95,333.3333 Solana. The Company intends to use the Solana from the issuance of the Note to further the Company's new digital asset treasury strategy.

~~Vessel~~On September 19, a2025, ~~developer~~the Company also entered into the Loan Agreement between the Company and ~~retailer~~Zero ofGravity, ~~high-end~~pursuant ~~cannabis~~to ~~consumer~~which ~~technologies~~the Company agreed to borrow Tokens from Zero Gravity and ~~accessories~~agreed ~~operating~~to ~~under~~issue ~~its~~to ~~flagship~~Zero ~~brand~~Gravity ~~"Vessel~~1,786,423 Loan Agreement Warrants each to purchase one common share at an exercise price of USD$0."01 per share.

~~Our~~On ~~brand~~September ~~portfolio~~22, ~~consists~~2025, ofthe aCompany, ~~mix~~entered ~~of products across multiple categories.. Consumer brands allow Flora to move assertively~~ into ~~nascent~~the ~~markets,~~Zero ~~develop~~Gravity ~~customer~~Securities ~~bases~~Purchase ~~and~~Agreement ~~distribution~~with ~~channels~~Zero ~~and~~Gravity ~~gather~~for ~~consumer~~the ~~insights~~issuance ~~which~~of ~~would~~the ~~not~~Zero beGravity ~~possible~~Convertible ~~with~~Note ~~traditional~~that ~~cannabis~~will ~~sales~~replace ~~alone.~~the ~~Through~~Loan ~~this~~Agreement ~~channel~~and weLoan ~~seek~~Agreement ~~to build loyalty~~Warrants, ~~credibility~~subject ~~and enjoy healthy margins that help~~ to ~~support~~closing ~~the~~as ~~rapid~~described ~~growth of our business~~below.

~~JustCBD~~Pursuant to the Zero Gravity Securities Purchase Agreement, in the event that the Zero Gravity Convertible Note is not issued on or prior to the Outside Date, the Zero Gravity Securities Purchase Agreement, and the Zero Gravity Convertible Note shall be automatically cancelled and terminated in their entirety with no further action from either Party. Upon occurrence of the Early Termination, the Loan Agreement and Loan Agreement Warrants shall remain in full force and effect with an effective date of September 19, 2025. In the event that the Zero Gravity Convertible Note is issued on or prior to the Outside Date, then the Prior Loan Documents shall be automatically cancelled and terminated in their entirety.

~~JustCBD~~Pursuant isto ~~Flora's~~the ~~leading~~Zero ~~consumer~~Gravity ~~packaged~~Convertible ~~goods~~Note, ~~brand. JustCBD was launched~~ in ~~2017~~connection with athe ~~mission~~issuance toby ~~bring~~the ~~high-quality,~~Company ~~trustworthy~~to ~~and~~Zero ~~budget-friendly~~Gravity ~~CBD~~via ~~products~~the toZero ~~market.~~Gravity ~~The~~Private ~~JustCBD~~Placement ~~offering currently consists~~ of ~~over~~an ~~350~~unsecured ~~products~~convertible ~~across~~note 15in ~~categories,~~an ~~including~~aggregate ~~CBD~~original ~~gummies,~~principal ~~topicals,~~amount ~~tinctures,~~of ~~and~~Tokens ~~vape products and ships to over 11,500 independent retailers worldwide. JustCBD also sells direct to consumers~~ with a ~~customer~~current ~~base~~value of ~~approximately 350~~US$150,000 ~~people~~,000. ~~JustCBD~~Closing ~~products~~of ~~are~~the ~~available~~Zero ~~for~~Gravity ~~purchase~~Private inPlacement ~~smoke~~occurred ~~and~~on ~~vape~~September ~~shops~~26, ~~clinics, spas and pet stores, as well as other independent non-traditional retail channels~~2025. ~~JustCBD's products are both internally and third-party lab-tested to ensure quality.~~

~~Vessel~~The Zero Gravity Convertible Note accrues interest payable in Tokens at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31, beginning September 30, 2025 (each such date, an “Interest Payment Date”). At the option of the Company, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest for the applicable period can be payable in-kind by capitalizing and adding such accrued interest to the outstanding Token principal amount. Upon shareholder approval at the Shareholder Meeting, the Zero Gravity Convertible Note and accrued and unpaid interest are convertible into the Zero Gravity Note Shares at a conversion ratio of the U.S. Dollar Value (as defined in the Zero Gravity Convertible Note) of Tokens divided by US$33.34, subject to updates in accordance with the terms of the Zero Gravity Convertible Note.

~~Vessel~~On isOctober ~~Flora's~~23, ~~cannabis~~2025, ~~accessory~~in ~~and~~connection ~~technology~~with ~~brand currently servicing~~ the ~~United~~Zero ~~States~~Gravity ~~and~~Private ~~Canada through direct-to-consumer and retail sales. Vessel's products include cannabis consumption accessories~~Placement, ~~personal storage and travel accessories for~~ the ~~vape~~Company ~~and~~received ~~dry herb categories~~50, ~~which are sold to consumers~~000,000 ~~dispensaries, smoke shops and cannabis brands~~Tokens. ~~Vessel~~The ~~has~~Company ~~positioned~~intends ~~itself~~to asuse ~~a lifestyle brand, developing products for key consumer personas interested in "elevating"~~ the ~~consumption~~Tokens ~~experience,~~from ~~focusing primarily on~~ the ~~direct-to-consumer~~issuance ~~business and have garnered a customer base~~ of ~~approximately~~the ~~150,000~~Zero ~~people.~~Gravity ~~Since~~Convertible ~~our~~Note ~~acquisition~~to offurther ~~Vessel~~the inCompany's ~~November~~new ~~2021,~~digital ~~Vessel~~asset ~~has~~treasury ~~been fully integrated into Just Brands and now benefits from operational, logistical and sales synergies with JustCBD~~strategy.

~~Phatebo~~The Company's Executive Chairman of the Board, Michael Heinrich, is the Chief Executive Officer of Zero Gravity.

~~Through~~The ~~our~~Company ~~acquisition~~intends ofto ~~Franchise,~~use wethe ~~acquired~~net ~~its~~proceeds ~~wholly-owned~~from ~~subsidiary,~~the ~~Phatebo.~~Cryptocurrency ~~Based~~Offering into ~~Germany,~~further ~~Phatebo~~the isCompany's anew ~~wholesale~~digital ~~pharmaceutical~~asset ~~distribution~~treasury ~~company~~strategy ~~with~~linked ~~import and export capabilities of a wide range of pharmaceutical goods and medical cannabis products~~ to ~~treat~~0G ~~a variety of health indications~~Tokens, ~~including~~and ~~drugs related~~ to ~~cancer~~explore ~~therapies, ADHD, multiple sclerosis~~ and ~~anti-depressants,~~expand ~~among others. Phatebo holds a License for~~ the ~~Trade~~use inof ~~Narcotic Drugs (including~~ the ~~cannabis~~native ~~sales~~AI ~~license~~functionality ~~amendment) and a Wholesale Trading License, both~~ of ~~which are issued by BfArM (~~the ~~largest~~0G ~~drug~~Token ~~approval authority in Europe). Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in Europe, but also with sales~~ to ~~Asia,~~enhance ~~Latin America, and North America. Neither Franchise, Phatebo, nor their direct or indirect subsidiaries, have direct, indirect or ancillary involvement in~~ the ~~cannabis~~business ~~industry~~of in the ~~United~~Company ~~States. In November 2018, Phatebo also received a medical cannabis import~~ and ~~distribution~~the ~~license.~~balance ~~We intend to leverage Phatebo's existing network~~ of ~~approximately 1,200 pharmacies as Flora begins to move medicinal cannabis from our Cosechemos facility and third parties into Germany. Additionally,~~ the ~~Phatebo~~net ~~warehouse~~proceeds ~~provides~~will abe ~~logistics~~used ~~outpost~~ for ~~Flora's~~general ~~growing~~corporate ~~product portfolio~~ and ~~distribution~~working ~~network~~capital ~~within the European Union~~purposes.

~~Our~~In ~~Competitive~~connection ~~Strengths~~with the Cryptocurrency Offering, on September 20, 2025, Mr. Clifford Starke resigned as a director and the Chief Executive Officer of the Company and Mr. Sammy Dorf resigned as the Executive Chairman of the Company. On September 20, 2025, the Board appointed Mr. Daniel Reis-Faria and Michael Heinrich as non-independent directors of the Board, and in connection with their appointments to the Board, Mr. Reis-Faria, was also appointed as the Chief Executive Officer of the Company and Mr. Heinrich was also appointed as Executive Chairman effective September 20, 2025.

~~Due~~Agreement to ~~the~~Sell ~~competitive~~Legacy ~~and~~Hemp ~~dynamic nature of the emerging cannabis products market~~ and ~~rapid~~Cannabis changes in the regulatory environment, Flora does recognize the need to remain flexible, so we can react to opportunities and risks as they develop. Management will continue to re-evaluate and re-prioritize strategies to respond to these developments. We are actively fostering a culture of continued agility and exploration since the ability to pivot depending on market dynamics can result in a competitive advantage.Business

AOn ~~diversified~~September ~~strategy~~20, 2025, we entered into an Equity Transfer and Debt Repayment Agreement (the "Equity Transfer and Debt Repayment Agreement") by and among the Company, Flora Growth US Holdings Corp., a Delaware Company and wholly-owned subsidiary of the Company ("US Holdings," and together with the Company, "Transferor"), Flora Growth US Holdings LLC, a Florida limited liability company ("Lender"), and each of the noteholders of Company set forth on the signatures pages of the Equity Transfer and Debt Repayment Agreement under the heading "Noteholders" (each, a "Noteholder," and collectively, the "Noteholders").

WeUnder ~~believe~~the ~~that~~terms ~~our~~of ~~growth~~the ~~strategy~~Equity isTransfer ~~our~~and ~~main~~Debt ~~competitive~~Repayment ~~advantage.~~Agreement, Bythe ~~creating~~Transferor ~~our~~has ~~three-pillar~~agreed ~~approach~~to ~~that~~transfer ~~addresses~~to Lender, and Lender has agreed to accept from the ~~bell~~Transferor ~~curve~~as satisfaction in full of its balance receivable under the ~~future~~promissory ~~cannabis~~notes ~~industry;~~issued ~~consumer~~by ~~packaged~~the ~~goods~~Company to such Noteholders on January 30, ~~commercial~~2025 ~~cannabis~~(the ~~supply~~"Notes"), ~~chain~~100% ~~experience~~of the issued and outstanding equity interests of the following direct and indirect wholly-owned subsidiaries, which collectively comprise the Company's legacy hemp and cannabis ~~prescription~~business: ~~medication~~(i) Australian Vaporizers Pty LTD, ~~Flora~~an ~~creates~~Australian limited company; (ii) Vessel Brand Canada Inc., a ~~moat~~Canadian corporation; (iii) Klokken Aarhus Inc., ~~playing~~a ~~brand~~Canadian corporation; (iv) Rangers Pharmaceuticals A/S, ~~vendor~~a Danish stock-based corporation; (v) TruHC Pharma GmbH, ~~and~~a ~~distributor~~German oflimited company; (vi) Vessel Brand Inc., a ~~broad~~Delaware ~~collection~~corporation; of(vii) ~~cannabis~~High ~~products~~Roller Private Label LLC, ~~owned~~a Florida limited liability company; (viii) Just Brands LLC; a Florida limited liability company; (ix) Just Brands FL LLC, a Florida limited liability company; (x) Just Brands International LTD, a United Kingdom limited company; and ~~brokered~~(xi) United Beverage Distribution Inc., ~~suitable~~a ~~for~~South ~~markets~~Dakota ~~around~~corporation (collectively, the ~~world~~"Transferred Interests").

~~Supply~~Under ~~chain~~the ~~experience~~terms of the Equity Transfer and Debt Repayment Agreement, prior to the transfer of the Transferred Interests, the Noteholders have agreed to contribute the Notes to Lender in exchange for membership interests in Lender, with such membership interests to be issued to the Noteholders pro rata in accordance with their respective share of the outstanding balance under the Notes.

~~Flora~~The isclosing ~~continually~~of ~~developing~~ the ~~ability~~transfer ~~and~~of ~~expertise to move cannabis across~~ the ~~global~~Transferred ~~supply~~Interests, ~~chain in multiple business categories. The cannabis supply chain is complex~~ and ~~has~~the ~~high~~contemporaneous ~~barriers~~repayment of ~~entry.~~the ~~Our~~outstanding ~~team~~balance ~~has~~of ~~been~~the ~~able~~Notes, tooccurred ~~develop~~on aSeptember ~~strong~~26, ~~understanding of distribution across the globe~~2025.

~~Regulatory~~Business ~~expertise~~Strategy

~~Flora~~Our ~~has~~business ~~the~~strategy ~~necessary~~is ~~regulatory~~built ~~requirements~~on totwo ~~fulfill~~core ~~needs~~pillars: ~~across~~Digital ~~the~~Assets ~~global supply chain. Some of these requirements, such as cultivation licenses~~ and ~~grow~~Commercial ~~quotas,~~& ~~take several years to acquire~~Wholesale.

~~Experienced~~Digital ~~management~~Assets ~~team~~

~~With~~As adescribed ~~management team with diverse backgrounds that include public company management~~above, early-stage cannabis, big box and mainstream retail, consumer packaged goods and technology services, Flora believes the right talent has been assembled to take advantage of the opportunities presented in ~~the~~early ~~cannabis~~2025 ~~industry.~~following ~~Management~~a ~~expects~~due ~~that~~diligence ~~its experience and strong understanding of regulatory frameworks~~process, ~~the~~we ~~agricultural~~began ~~and~~implementing ~~scientific~~an ~~processes~~expansion ~~necessary~~strategy tofocused ~~develop~~on ~~high~~identifying ~~quality~~ and ~~consistent~~pursuing ~~medicinal~~complementary ~~cannabis~~growth ~~products,~~opportunities aswithin ~~well as~~ the ~~knowledge~~global ~~and~~digital ~~expertise~~asset ~~in go to~~ market ~~strategy for its portfolio of brands, will continue to set the Company up for success~~.

~~Growth Tactics~~ Overview

~~Flora's~~The ~~goal~~treasury issegment toexecutes ~~become~~and amanages ~~market~~the ~~leader~~Company’s intreasury ~~the~~policy ~~cultivation,~~with ~~processing~~the ~~and~~purpose ~~distribution~~ of ~~natural~~purchasing, ~~medicinal-grade~~holding ~~cannabis~~ and ~~high-quality~~compounding ~~cannabis derived medical and wellness products for large channel distributors, including pharmacies, medical clinics, and cosmetic companies, by expanding~~ our ~~production~~digital ~~capacity,~~asset ~~expanding~~holdings ~~our~~through ~~geographic footprint, continuing to explore strategic partnerships and pursuing~~ revenue-accretive ~~acquisitions~~staking ~~to supplement our organic growth~~activities.

~~M&A~~The objective for our digital asset treasury strategy in the near-term is to accumulate 0G for the purpose of increasing our treasury holdings and increasing shareholder value. We intend to hold 0G for the long-term and expect to continue to accumulate 0G. As of September 30, 2025, our digital asset holdings consisted of 0G, Solana, and Bitcoin.

~~Acquisition~~Overview of ~~businesses both domestically and internationally has played a critical role in~~ the ~~growth~~Cryptocurrency ofIndustry ~~the Company. We continue to seek out M&A targets that are accretive in nature~~ and which provide access to previously untapped capabilities within Flora. Essential to this strategy and the evaluation process will be geography, cash flow, positive earnings, management and human capital.Market

~~Sales~~Cryptocurrency refers to digital assets that are issued by and ~~Marketing~~transmitted through an open-source protocol, collectively maintained by a peer-to-peer network of decentralized user nodes. These networks host public transaction ledgers, known as blockchains, on which cryptocurrency holdings and all validated transactions that have ever taken place on the cryptocurrency's network are recorded. Balances of cryptocurrency are stored in individual "wallet" functions, which associate network public addresses with one or more "private keys" that control the transfer of the cryptocurrency. The blockchain can be updated without any single entity owning or operating the network.

~~Across~~There ~~our~~are ~~various~~numerous ~~pillars~~digital assets and many entities, weincluding ~~sell~~consortia ~~products~~and ~~through~~financial ~~three~~institutions, ~~main~~are ~~channels:~~researching ~~direct~~and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-toof-~~consumer~~work mining like the bitcoin network. For example, ~~wholesale~~in ~~and~~late ~~retail~~2022, the Ethereum network transitioned to a "proof-of-stake" mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. ~~Within~~Other ~~JustCBD~~alternative ~~and~~digital ~~Phatebo~~assets include "stablecoins," ~~sales~~which are ~~primarily~~designed ~~focused~~to onmaintain ~~direct-~~a peg to~~-consumer~~ ~~sales~~a ~~through~~reference ~~brand~~price ~~websites~~because ~~and~~of ~~wholesale~~their ~~retail~~issuers' ~~partners~~promise to hold high-quality liquid assets (such as U.S. dollar deposits and ~~are~~short-term ~~concentrated~~U.S. intreasury securities) equal to the ~~United~~total ~~States.~~value ~~Our~~of ~~international~~stablecoins ~~sales~~in ~~are~~circulation. ~~conducted~~Stablecoins ~~primary~~have ~~through~~grown ~~distribution~~rapidly ~~partners~~as ~~who~~an ~~sell~~alternative to ~~third~~bitcoin ~~party~~and ~~retailers~~other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.

Distribution

United States

Distribution activities in the United States are primarily run from our Fort Lauderdale, Florida office and warehouse where all US-based products are housed. Distribution activities include storage, direct to consumer fulfillment as well as wholesale direct and third-party distributor shipments.

~~Germany~~Additionally, UKcentral &banks ~~Europe~~in some countries have started to introduce digital forms of legal tender. Notably, the United States has recently enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 Act (the "GENIUS Act"), marking a significant milestone in the establishment of a clear regulatory framework for stablecoins. We believe increased global regulatory clarity will result in increased conviction in stablecoins by consumers and enterprises alike, which will drive adoption of stablecoins as digital currencies.

~~Flora~~Cryptocurrency ~~has~~Industry operations in Germany where we are an importer, exporter and distributor of prescription drugs and EU-GMP medical cannabis. Through leveraging Flora's facilities and existing infrastructure and extensive distribution network, we expect to be able to source, store and distribute a range of medical cannabis products, which will help support us meet the growing demand for medical cannabis throughout Europe. We operate a distribution facility in Hilzingen, Baden-Wurttemberg, Germany.Participants

~~Flora~~The ~~operates~~primary acryptocurrency ~~small~~industry ~~sales~~participants ~~office~~are ~~in London~~miners, ~~England,~~investors ~~which~~and ~~serves~~traders, asdigital aasset ~~homebase~~exchanges ~~for all activities being conducted in Europe. From this office~~ and aservice ~~small~~providers, ~~facility~~including incustodians, ~~the Netherlands~~brokers, ~~Flora~~payment isprocessors, ~~able~~wallet toproviders ~~support the European distribution~~ and ~~wholesale~~financial ~~business for its products~~institutions.

~~The~~Miners. ~~Global~~Miners ~~Cannabis~~range ~~Industry~~from cryptocurrency enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine cryptocurrency blocks.

~~The~~Investors ~~global~~and ~~cannabis~~Traders. ~~market~~Cryptocurrency isinvestors ~~growing~~and attraders ~~approximately~~include aindividuals 16and institutional investors who, directly or indirectly, purchase, hold, and sell cryptocurrency or cryptocurrency-based derivatives.6% ~~compounded~~On ~~annual~~January ~~growth~~10, ~~rate~~2024, the SEC issued an order approving several applications for the listing and trading of shares of spot bitcoin exchange-traded products (~~CAGR~~"ETPs") on U.S. national securities exchanges. While the SEC had previously approved exchange-traded funds where the underlying assets were bitcoin futures contracts, this order represents the first time the SEC has approved the listing and ~~projected~~trading toof ~~reach~~ETPs ~~approximately~~that ~~$51~~acquire, ~~billion~~hold byand ~~20251~~sell ~~globally~~cryptocurrency directly. ETPs can be bought and sold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to cryptocurrency through traditional brokerage accounts.

~~United~~Digital ~~States~~Asset Exchanges. Digital asset exchanges provide trading venues for purchases and sales of cryptocurrency in exchange for fiat or other digital assets. Cryptocurrency can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on cryptocurrency trading platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for cryptocurrency also exist. The value of a cryptocurrency within the market is determined, in part, by the supply of and demand for the cryptocurrency in the global cryptocurrency market, market expectations for the adoption of the cryptocurrency as a store of value, the number of merchants that accept the cryptocurrency as a form of payment, and the volume of peer-to-peer transactions, among other factors.

AsService ~~Flora~~providers. isService ~~listed~~providers onoffer ~~Nasdaq,~~a wemultitude ~~operate~~of ~~exclusively~~services ~~today~~to inother ~~CBD-based~~participants ~~or ancillary/accessory businesses~~ in the ~~U.S.~~cryptocurrency ~~market~~industry, ~~given~~including ~~the~~custodial ~~U.S.~~and ~~federal~~trade ~~prohibition~~execution onservices, ~~cannabis~~commercial ~~products~~and ~~containing~~retail ~~THC.~~payment ~~This~~processing, ~~includes~~loans ~~importing~~secured ~~cosmetic~~by ~~and~~cryptocurrency ~~beauty products~~collateral, ~~accessory~~ and ~~non-cannabinoid~~financial ~~products~~advisory ~~and CBD products~~services. ~~The~~If ~~U.S.~~adoption ~~hemp-derived~~of ~~CBD~~a ~~market~~cryptocurrency ~~reached~~network ~~roughly~~continues $5to ~~billion~~materially inincrease, ~~retail~~we ~~sales~~anticipate inthat ~~20222~~service ~~and~~providers ismay ~~expected~~expand tothe ~~grow~~currently toavailable ~~$11~~range ~~billion~~of inservices ~~2027. Hemp-derived CBD~~ and ~~its~~that ~~derivatives~~additional ~~remain~~parties ~~legal~~will atenter the ~~federal~~service ~~level~~sector ~~under~~for ~~the~~such ~~2018~~cryptocurrency ~~Farm Bill~~network.

~~Europe~~Our Treasury Strategy

~~The~~We ~~European~~have ~~cannabis~~adopted ~~landscape~~a ~~continues~~treasury strategy under which the principal holding in our treasury reserve on the balance sheet will be allocated to ~~advance~~cryptocurrency, ~~largely~~and ~~with~~specifically ~~Germany~~a long-term strategy of holding 0G and/or other blockchain-linked cryptocurrencies. Additionally, ~~Malta~~we intend to monitor ongoing developments in the regulatory environment around cryptocurrencies, ~~Switzerland~~including pending federal legislation, ~~Poland~~and may modify or expand our treasury strategy to the extent we determine compliant with federal rules and regulations and not giving rise to a requirement that the ~~United~~Company ~~Kingdom~~register ~~being~~as an investment company under the ~~furthest~~Investment ~~ahead~~Company Act. Although we believe that 0G and the blockchain-linked cryptocurrencies in which we have invested or may invest are based on proven blockchain technology and supported by ~~means~~established infrastructure pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of ~~establishing~~this aForm ~~legal~~10-Q ~~cannabis~~titled ~~framework~~"Risk Factors" under the heading "Risks Related to Investing in Cryptocurrency" pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus entitled "Risk Factors" under the heading "Risks Related to Investing in Cryptocurrency" pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus "Risk Factors" under the heading "Risks Related to Investing in Cryptocurrency" pertaining to custody and transacting in such cryptocurrencies, our cryptocurrency treasury strategy will be subject to the risks described in the section of this prospectus entitled "Risk Factors" under the heading "Risks Related to Investing in Cryptocurrency".

Prohibition Partners, a leading market intelligence firm on the global cannabis industry, estimated that the European cannabis market was roughly $492 million by the end of 2021 and expects to see the market grow at a CAGR of 61.1% from 2021 to reach $13 billion by 2028. Products like CBD edibles continue to be governed by the EU Novel Food Act and as a result provide near term upside for the Company.

In 2022, Germany, the largest cannabis market in the European Union, announced it would begin the process of moving towards recreational adult-use cannabis in the country in addition to continuing to expand its existing medical cannabis program. The German medical cannabis segment is projected to reach $359.9 million in 2023. Revenue is expected to grow at a CAGR of approximately 14% between 2023-2027, resulting in a market volume of $607.6 million by 20273.

________________________

1 New Frontier Data - The Global Cannabis Report; Growth & Trends through 2025

2 Bright Field Group - CBD: FDA Impact & the Path Forward; 2022 Mid-Year US CBD Report

3 Statista - Medical Cannabis; Germany

Pharmaceutical Market and Health Sector

According to the data reported to the Drug Price Information System, pharmaceutical sales have shown sustained growth in recent years, although in 2019 it grew at the lowest rate since 2015. In turn, the units sold rose from 1.06 billion in 2018 to 1.08 billion in 2019, showing a 2% increase. In 2020, drug makers raised prices on more than 860 drugs by around 5%, on average, according to 3 Axis. Drug price increases have slowed substantially since 2015, both in terms of the size of the hikes and the number of drugs affected. Drug increases come at a time where increased pharmaceutical engineering has moved to fight COVID-19, with many companies exploring CBD as a drug to combat COVID-19.

~~Europe~~Our ~~has~~Decision ato ~~strong~~Adopt ~~pharmaceutical history and~~ a ~~thriving~~Cryptocurrency industry with concentration of pharmaceutical companies in the German-Switzerland border area. In 2021, Europe made up 23.4% of the global pharmaceutical revenues and the industry has a projected CAGR of 5.4% between 2022 and 2026 resulting in total sales of $295 billion by 20264. In the European Union, Germany was the leading pharmaceutical market with a total revenue of about $52.5 billion in 20215.Strategy

~~CBD~~Our ~~Market~~Board and senior management have been examining potential uses of cash, including acquisitions of cryptocurrency. After studying various alternatives, we decided that investing in cryptocurrency is currently a better business strategy. Cryptocurrency, which are digital assets that are issued by and transmitted through an open source protocol, collectively maintained by a peer-to-peer network of decentralized user nodes, will be our principal treasury holding on an ongoing basis, subject to market conditions and our anticipated cash needs. Specifically, we expect that a significant amount of the holdings in our treasury reserve will consist of 0G, Solana, and/or other cryptocurrencies that are intrinsically linked to a blockchain system, and the value of which is derived from or is reasonably expected to be derived from the use of the blockchain system. As we embark on our new acquisition strategy, our Board intends to proactively evaluate our use of cash, ensuring we maintain adequate working capital.

~~CBD~~Other isthan aacquiring ~~non-psychoactive~~cryptocurrency ~~compound~~with ~~found~~our ~~naturally~~liquid ~~occurring~~assets ~~within~~that ~~the~~exceed ~~cannabis~~working ~~plant~~capital requirements, our cryptocurrency treasury strategy may also involve issuing debt or equity securities or engaging in other capital raising transactions with the ~~majority~~objective of ~~CBD~~using ~~consumed~~a ~~being~~significant ~~derived~~portion ~~from~~of the ~~hemp~~proceeds ~~plant.~~to ~~The~~purchase ~~global~~cryptocurrency ~~CBD~~from ~~market~~time ~~was~~to ~~roughly~~time, $4subject to market conditions.9 ~~billion~~We inview ~~2021~~cryptocurrency ~~and~~potentially isas ~~projected~~a core holding and expect to ~~reach~~accumulate ~~$47~~cryptocurrency following this offering.3 ~~billion~~We byhave ~~2028~~not atset aany ~~CAGR~~specific target for the amount of ~~21.3%~~cryptocurrency ~~with~~we seek to hold, although under the ~~U.S.~~treasury ~~market~~strategy ~~alone~~we ~~making~~intend upto anadopt ~~estimated~~we ~~$4.1~~will ~~billion~~maintain ina ~~product~~significant ~~sales~~amount of our holdings in ~~20226~~0G, Solana, and/or other blockchain-linked cryptocurrencies. ~~The~~We ~~CBD~~will continue to monitor market conditions in ~~the~~determining ~~United~~whether ~~States~~to ~~has~~engage ~~seen~~in ~~steady~~financings ~~growth~~to ~~with~~purchase anadditional ~~inflection~~cryptocurrency. ~~point~~This ~~occurring~~overall ~~with~~strategy ~~the~~also ~~passage~~contemplates ofthat ~~the~~we ~~2018~~may US(i) ~~Farm~~periodically ~~Bill~~sell cryptocurrency for general corporate purposes, ~~clearing~~including ~~the~~to ~~way~~generate cash for ~~CBD~~treasury ~~and~~management ~~other~~(which ~~compounds~~may ~~derived~~include ~~from~~debt ~~the~~repayment ~~hemp~~or ~~plant.~~the ~~The~~repurchase ~~majority~~ of ~~CBD~~our ~~consumers~~securities, ~~site~~if ~~seeking~~appropriate ~~relief~~at ~~from~~such ~~pain~~time), ~~anxiety~~for ~~and~~acquisitions, ~~sleep~~or ~~issues~~for asstrategies ~~their~~that ~~primary~~generate ~~reason~~tax ~~for~~benefits ~~use.~~in Inaccordance ~~the~~with ~~United~~applicable ~~States~~law, ~~CBD~~(ii) isenter ~~readily~~into ~~found~~additional incapital ~~brick-and-mortar~~raising ~~stores~~transactions asthat ~~well~~are ascollateralized ~~online.~~by ~~However~~our cryptocurrency holdings, ~~advertising~~and ~~remains~~(iii) ~~difficult~~pursue ~~due~~strategies to ~~its~~create ~~association~~income ~~with~~streams ~~its~~or ~~psychoactive~~otherwise ~~cousin,~~generate ~~THC,~~funds using our cryptocurrency holdings. While we intend to refine and ~~the~~formally ~~early~~adopt ~~proliferation~~a oftreasury ~~bad-actors~~strategy ~~making~~as ~~effects-based~~soon ~~claims~~as ~~that~~practicable, ~~were~~at this time, we do not ~~backed~~have bya ~~science~~specific inpolicy ~~order~~governing tothe ~~bolster~~percentage ~~sales~~of our treasury holdings that will be any particular cryptocurrency.

~~Ancillary/Accessories~~Digital Asset Treasury Policy

~~The~~We ~~ancillary~~intend orto ~~accessory~~establish ~~category~~a ~~continues~~digital toassets ~~grow~~treasury aspolicy ~~we see~~ (the ~~expansion~~"Digital ofAssets ~~legal~~Policy") ~~access~~which towill ~~cannabis~~assist ~~around~~in ~~the~~developing ~~globe. The accessory space is broad~~ and ~~spans~~managing ~~smoking~~our ~~accessories~~cryptocurrency astreasury ~~well as ash trays and storage pieces~~strategy. ~~While~~The ~~the~~Digital ~~primary~~Assets ~~use~~Policy ~~for~~be ~~the~~approved ~~majority~~by ~~of products Flora produces is cannabis consumption,~~ the ~~majority~~Board ofand ~~consumers~~reviewed ~~do not buy their accessories at legal dispensaries instead relying~~ on smoke shops and online retail. By category, vaping continues to play an outsized role in the accessories market with vaping making up roughly 30% of the $67 billion industry in 2022. Looking ahead, Future Markets Insights projects the global accessory market will reach $101 billion by 2031, representing a ~~CAGR~~quarterly ~~of 4~~basis.~~2%.~~

~~________________________~~Custody

4Our ~~Statista~~cryptocurrency -will ~~Pharmaceutical~~be ~~Industry~~held offline in ~~Europe~~cold storage with one or more third-party ~~Statistics~~qualified &custodians. ~~Facts~~Digital assets like cryptocurrency depend on private keys to retrieve and transfer funds.

5We ~~Statista~~plan to hold our cryptocurrency in custody accounts at either a U.S.-based, ~~Revenue~~institutional-grade custodian that has demonstrated a record of ~~leading~~regulatory ~~pharmaceutical~~compliance ~~markets~~and ininformation ~~Europe~~security inor ~~2021~~offshore third party managed custody accounts, which the Company will control. As we further execute on our strategy, we may expand our holdings to multiple similar custodians. However, as of the date of this prospectus, we have entered into custodian agreements with BitGo, Inc. and Kraken (legally named Payward, Inc.). In the event that we are not able to maintain such a custodial arrangement prior to or shortly following the consummation of the offering, the development and implementation of our treasury strategy would be interrupted, which could cause a material adverse effect on our business, prospects, and market price of our common shares. If we are not able to maintain our custodial agreements prior to or shortly following the consummation of the offering, we will maintain the net proceeds from this offering that we intend to use to purchase cryptocurrency as cash deposits or cash management instruments, such as U.S. government securities or money market mutual funds until such time that we enter into a custodial arrangement for our cryptocurrency holdings.

6 Vantage Market Research - Cannabidiol (CBD) Market Size, Share & Trends Analysis Report

Regulatory

Flora has obtained the necessary licenses to operate on a global scale including required governmental approvals, licenses and permits. A summary of such governmental approvals, licenses and permits are set forth below.

Regulation of our Industry

Regulatory Framework in the United States

Packaging, Labeling and Advertising

The processing, formulation, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, HHS, the USDA and the United States Environmental Protection Agency (the "EPA"). These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Regulations may prevent or delay the introduction, or require the reformulation of our products, which could result in lost sales and increased costs to the Company. A regulatory agency may not accept the evidence of safety for any new ingredients that we may want to market, or may determine that a particular product or product ingredient presents an unacceptable health risk. Regulatory agencies may also determine that a particular statement of nutritional support on our products, or a statement that we want to use on our products, is an unacceptable drug claim or an unauthorized version of a food "health claim", or that particular claims are not adequately supported by available scientific evidence. Any such regulatory determination could prevent us from marketing particular products or using certain statements on those products, which could adversely affect our sales and results of operations.

Developments in the laws and regulations governing our products may result in a more stringent regulatory landscape, which could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products that we are unable to reformulate, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling requirements, additional scientific substantiation requirements, and other requirements or restrictions. Such developments could increase our costs significantly, which could have a material adverse effect on our business, financial condition and results of operations.Competition

~~Cannabis~~Our ~~for~~digital ~~Medical~~asset ~~Purposes~~treasury strategy segment operates in a highly competitive and ever-changing cryptoeconomy and faces significant competition, ranging from larger digital asset treasury companies, digital asset trading platforms, and validator peers. The cryptoeconomy is continuously expanding, and we expect to face competition from new entrants in the future as the adoption of digital assets continues to grow.

~~The~~Commercial ~~United States healthcare industry is heavily regulated~~ and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we will provide and bill for telehealth services, our contractual relationships with our providers, vendors and clients, our marketing activities, and other aspects of our planned operations. Of particular importance are:Wholesale

~~The~~Our ~~federal~~Commercial ~~physician~~and ~~self-referral~~Wholesale ~~law,~~pillar ~~commonly~~encompasses ~~known as~~ the ~~Stark~~distribution ~~Law,~~of ~~that~~pharmaceutical ~~generally~~products ~~prohibits physicians from referring Medicare or Medicaid patients~~ to aninternational ~~entity~~markets. ~~for~~This ~~the~~pillar ~~provision~~is ofanchored ~~certain~~by ~~"designated health services" if the physician or a member of such physician'~~Flora’s ~~immediate~~wholly ~~family~~owned ~~has~~subsidiary, aPhatebo, ~~direct or indirect financial relationship (including an ownership interest or~~ a ~~compensation~~multi-national ~~arrangement)~~operator ~~with~~in ~~the~~pharmaceutical ~~entity~~distribution, ~~and~~with ~~prohibit~~principal ~~the~~operations ~~entity~~in ~~from billing Medicare or Medicaid for such designated health services~~Germany.

~~The~~Phatebo ~~federal~~is ~~Anti-Kickback~~a ~~Statute~~wholesale ~~that~~pharmaceutical ~~prohibits~~distribution ~~the~~company ~~knowing~~with import and ~~willful~~export ~~offer,~~capabilities ~~payment,~~of ~~solicitation~~a orwide ~~receipt~~range of ~~any~~pharmaceutical ~~bribe,~~goods ~~kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for, or~~ to ~~induce~~treat ~~the~~a ~~referral~~variety of anhealth ~~individual or the ordering~~indications, ~~purchasing~~including ordrugs ~~leasing~~related ofto ~~items~~cancer ~~or services covered~~therapies, inattention-deficit/hyperactivity ~~whole~~disorder ~~or in part~~(“ADHD”), bymultiple ~~any~~sclerosis ~~federal healthcare program, such as Medicare~~ and ~~Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition~~anti-depressants, ~~the~~among government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Actothers.

~~The criminal healthcare fraud provisions of the federal Health Insurance Portability and Accountability Act of 1996~~Sales, ~~as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH")~~Marketing, and ~~their~~Distribution implementing regulations (collectively, "HIPAA"), and related rules which prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.

~~The~~We ~~federal~~sell ~~False~~products ~~Claims~~through ~~Act,~~two ~~which~~main ~~imposes~~channels: ~~civil~~wholesale and ~~criminal~~retail. ~~liability~~Within onPhatebo, ~~individuals~~sales orare ~~entities~~primarily ~~that~~focused ~~knowingly~~on ~~submit~~wholesale ~~false~~partners orand ~~fraudulent~~are ~~claims~~concentrated ~~for payment to the government or knowingly make, or cause to be made, a false statement~~ in ~~order to have a false claim paid, including qui tam or whistleblower suits~~Europe.

~~Reassignment~~Regulatory ~~of payment rules which prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs.~~

~~Similar~~Flora ~~state~~has ~~law~~obtained ~~provisions~~the ~~pertaining~~licenses to ~~anti-kickback~~operate on a global scale including required governmental approvals, ~~self-referral~~licenses and ~~false~~permits. ~~claims~~A ~~issues~~summary of such governmental approvals, licenses and permits are set forth below.

~~State~~Government ~~laws~~Regulation ~~that~~of ~~prohibit general business corporations, such as us, from practicing medicine, controlling physicians' medical decisions, or engaging in certain practices such as splitting fees with physicians.~~Cryptocurrency

~~Laws~~The ~~that~~laws ~~regulate~~and ~~debt~~regulations ~~collection~~applicable ~~practices~~to ascryptocurrency ~~applied~~and todigital ~~our~~assets ~~debt~~are ~~collection~~evolving ~~practices~~and subject to interpretation and change.

~~Certain~~Governments ~~provisions~~around of the ~~Social~~world ~~Security~~have ~~Act~~reacted ~~that~~differently ~~impose~~to ~~criminal~~digital ~~penalties~~assets; oncertain ~~healthcare~~governments ~~providers~~have ~~who~~deemed ~~fail~~them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to ~~disclose~~overlapping, oruncertain ~~refund~~and ~~known~~evolving ~~overpayments~~regulatory requirements.

As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (the "CFTC"), the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, ~~that~~including ~~prohibit~~to ~~providers~~facilitate ~~from~~the ~~billing~~laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and ~~receiving~~the ~~payment~~safety ~~from~~and ~~Medicare~~soundness and ~~Medicaid~~consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for ~~services~~users. ~~unless~~Many of these state and federal agencies have issued consumer advisories regarding the ~~services~~risks ~~are~~posed ~~medically~~by ~~necessary~~digital assets to investors. In addition, ~~adequately~~federal and ~~accurately~~state ~~documented~~agencies, and ~~billed~~other ~~using~~countries ~~codes~~have ~~that~~issued ~~accurately~~rules ~~reflect~~or guidance regarding the ~~type~~treatment of digital asset transactions and ~~level~~requirements offor ~~services~~businesses ~~rendered~~engaged in activities related to digital assets.

Depending on the regulatory characterization of cryptocurrency, the markets for cryptocurrency in general, and our activities in particular, our business and our cryptocurrency acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our cryptocurrency strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

~~Federal~~The ~~and~~CFTC ~~state~~takes ~~laws~~the ~~and~~position ~~policies~~ that ~~require~~some ~~healthcare~~digital ~~providers~~assets, toincluding ~~maintain~~bitcoin, ~~licensure~~fall within the definition of a "commodity" under the Commodities Exchange Act of 1936, ~~certification~~as oramended ~~accreditation~~(the "CEA"). Under the CEA, the CFTC has broad enforcement authority to ~~enroll~~police market manipulation and ~~participate~~fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the ~~Medicare~~CFTC ~~and~~generally ~~Medicaid~~does ~~programs~~not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to ~~report~~futures, swaps, other derivative products and certain ~~changes~~retail inleveraged ~~their~~commodity ~~operations~~transactions toinvolving digital asset commodities, including the ~~agencies~~markets ~~that~~on ~~administer~~which these ~~programs~~products trade.

~~Failure~~The toSEC ~~comply with these laws~~ and ~~other~~its ~~laws~~staff ~~can~~have ~~result~~taken inthe ~~civil~~position ~~and~~that ~~criminal~~certain ~~penalties~~other ~~such~~digital asassets ~~fines,~~fall ~~damages,~~within ~~overpayment,~~the ~~recoupment,~~definition ~~imprisonment, loss~~ of ~~enrollment~~a ~~status~~"security" ~~and~~under ~~exclusion from~~ the ~~Medicare~~U.S. ~~and~~federal ~~Medicaid~~securities ~~programs~~laws. ~~The~~Public ~~risk~~statements ofmade ~~our~~by ~~being~~senior ~~found~~officials ~~in violation of these laws~~ and ~~regulations~~senior ismembers ~~increased~~of by the ~~fact~~staff ~~that~~at ~~many of them have not been fully interpreted by~~ the ~~regulatory~~SEC ~~authorities~~indicate orthat the ~~courts,~~SEC ~~and~~does ~~their~~not ~~provisions~~consider ~~are~~bitcoin ~~sometimes open~~ to be a ~~variety~~security ofunder ~~interpretations.~~the ~~Our~~federal ~~failure~~securities tolaws, ~~accurately~~and ~~anticipate~~ the ~~application~~approval of ~~these~~the ~~laws~~spot ~~and~~bitcoin ~~regulations~~ETPs tosupport ~~our~~this ~~business~~view. orHowever, ~~any~~such ~~other~~statements ~~failure~~are tonot ~~comply~~official ~~with~~policy ~~applicable~~statements ~~regulatory~~by ~~requirements~~the ~~could~~SEC ~~impose liability on us~~ and ~~negatively~~reflect ~~affect~~only ~~our~~the ~~business.~~speakers' ~~Any~~views, ~~action~~which ~~against~~are usnot ~~for~~binding ~~violation~~on ofthe ~~these~~SEC ~~laws~~ or ~~regulations~~any ~~could~~other ~~cause~~agency usor tocourt ~~incur~~and ~~significant~~cannot ~~legal~~be ~~expenses,~~generalized ~~divert~~to ~~our~~any ~~management's~~other ~~attention~~digital ~~from business operations, and result in adverse publicity~~assets.

~~The~~In ~~laws~~addition, ~~regulations~~because ~~and~~transactions ~~standards~~in ~~governing~~cryptocurrency provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the ~~provision~~perception of ~~healthcare~~such ~~services~~misuse, ~~may~~could ~~change~~lead ~~significantly~~to ingreater regulatory oversight of cryptocurrency and cryptocurrency platforms, and there is the ~~future~~possibility that law enforcement agencies could close cryptocurrency platforms or other cryptocurrency-related infrastructure with little or no notice and prevent users from accessing or retrieving cryptocurrency held via such platforms or infrastructure. WeFor ~~cannot~~example, ~~assure~~in ~~you~~her January 2021 nomination hearing before the Senate Finance Committee, Treasury Secretary Janet Yellen noted that ~~any~~cryptocurrencies ~~new~~have orthe ~~changed~~potential ~~healthcare~~to ~~laws~~improve the efficiency of the financial system but that they can be used to finance terrorism, ~~regulations~~facilitate money laundering, and support activities that threaten U.S. national security interests and the integrity of the U.S. and international financial systems. The Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or ~~standards~~significantly ~~will~~curtailed ~~not~~the ~~materially~~operations ~~adversely~~of ~~affect~~several ~~our~~smaller ~~planned~~digital ~~telehealth~~asset ~~services~~exchanges ~~business~~associated with Russian and/or North Korean nationals.

~~Regulatory~~As ~~Framework~~noted above, activities involving cryptocurrency and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in ~~Germany~~scope. On March 9, 2022, former President Biden signed an executive order relating to cryptocurrencies. While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S. Department of Treasury, the Department of Justice, and the Department of Commerce. Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers.

~~The~~There ~~importation~~have ~~and~~also ~~distribution~~been ofseveral ~~medical~~bills ~~cannabis~~introduced in ~~Germany~~Congress isthat ~~mainly~~propose ~~covered~~to byestablish ~~the~~additional ~~German~~regulation ~~Narcotics~~and ~~Law~~oversight ~~(Betäubungsmittelgesetz~~of orthe ~~"BtMG")~~digital asset markets. In particular, ~~the~~on ~~AMG~~July 17, ~~and~~2025, the ~~German~~Digital ~~Narcotics~~Asset ~~Foreign~~Market ~~Trade~~Clarity ~~Ordinance~~Act (~~Betäubungsmittel-Außenhandelsverordnung~~the or"CLARITY Act"~~BtMAHV"~~) aswas ~~well~~passed asby the ~~Single~~U.S. ~~Convention~~House onof ~~Narcotic~~Representatives ~~Drugs~~with ~~(1961)~~bipartisan (support and will now be delivered to the ~~"Single Convention")~~Senate for consideration. The ~~relevant~~CLARITY ~~competent~~Act ~~authorities~~provides ina ~~Germany~~regulatory ~~are~~framework for digital assets by clarifying the ~~BfArM,~~roles of the ~~Federal~~SEC ~~Opium~~and ~~Authority~~CFTC (ain ~~sub-unit~~oversight of various digital assets and transactions in digital assets. The CLARITY Act defines several categories of digital assets: digital commodities and permitted payment stablecoins, which would be subject to the ~~BfArM)~~jurisdiction of the CFTC, and ~~German~~excluded ~~Federal~~digital ~~authorities~~commodities, such as securities, which would be subject to the jurisdiction of the SEC.

Under Section 1(1) in conjunction with Annex I of BtMG, cannabis is a narcotic drug, subject to certain exceptions including seeds and cannabis from a certified source with a THC content of less than 0.2%, which are only used for scientific or commercial purposes and for which psychoactive abuse is excluded. It is a criminal offence in Germany to illicitly cultivate, produce and trade in cannabis or to import, export, transit, sell, supply, otherwise place it on the market or acquire or procure it in any other way, subject to the foregoing exemptions.

The Act on the Amendment of Narcotic Drugs and Other Regulations (Gesetz zur Änderung betäubungsmittelrechtlicher und anderer Vorschriften), which came into force on March 10, 2017, introduced an exception to allow the prescription and trade of cannabis for medical purposes. Prior to March 2017, the import of cannabis was not permitted, and pharmacies could request medical cannabis from abroad for specific patients only in exceptional circumstances (upon medical prescription), subject to a special case-by-case approval issued by BfArM. Since March 2017, cannabis cultivated for medical purposes outside Germany can be imported and marketed in Germany by private companies provided they have obtained the relevant licenses that must be in line with the Single Convention on Narcotic Drugs. When the German federal government legalized cannabis for medical purposes in March 2017, they also established a cannabis agency as part of BfArM. This agency controls cultivation, harvesting, processing, quality inspection, storage, packaging and distribution to wholesaler and pharmacists or manufacturers.

EU-GMP Certification

The guidelines on EU GMP describe the minimum standard that a pharmaceutical manufacturer must meet in its production processes according to European standards. Any pharmaceutical manufacturer wishing to import medicinal products into the European Union must comply with EU GMP.

A prerequisite under EU GMP is that medicinal products must be of consistently high quality, suitable for their intended use and meet the requirements of the marketing authorization based on stability data. For this reason, an EU-GMP certification facilitates the movement of goods and contributes to the credibility of the product. In general, Article 51 of Commission Directive 2001/83/EC requires that each and every batch imported from an European Union country outside the European Union is checked to ensure that it complies with EU-GMP standards. If a manufacturer in a non-EU country has an EU-GMP certification for its medicinal product, this batch testing is not required pursuant to Article 51(2) of Commission Directive 2001/83/EC.

Under German law, the EU-GMP guidelines must be complied with respect to medicinal products and active substances that are manufactured, tested, stored, placed on the market in Germany, brought into or out of the German territory, imported or exported.

Regime	Treatment Under the Current German Regulatory Framework
Prescribing and Dispensing		•	The legal framework enables doctors to prescribe medical cannabis.
		•	Dispensed in the form of medicinal cannabis flowers, as a cannabis extract or as a finished product containing active THC.
		•	Pursuant to the BtMG, only pharmacies are permitted upon a special prescription to supply cannabis to patients in the form of cannabis flowers, cannabis extracts (magistral preparations) or dronabinol or as finished products containing natural or synthetic cannabinoids.
		•	The exact recipe instructions for such magistral preparations are laid down in the New Prescription Form, which is the standard work for drug production in pharmacies and is part of the German Drug Codex.
Reimbursement		•	Health insurance is statutorily mandated in Germany, and residents are covered by either statutory health insurance plans (covering approximately 90% of the population) or private health insurance. Currently, the costs of medical cannabis are covered by German health insurance.
		•	Since March 10, 2017, medical cannabis can be prescribed at the expense of the statutory health insurance companies in Germany upon their prior approval.
		•	Insured persons with a serious disease are entitled to be supplied with cannabis in the form of dried flowers or extracts in standardized quality (and pharmaceuticals containing the active substances dronabinol or nabilone) if a generally recognized treatment in accordance with medical standards is not available or cannot be used in the individual case and there is a prospect of positive effect on the course of the disease or person's symptoms according to Section 31 Paragraph 6 German Social Insurance Code (Fünftes Sozialgesetzbuch).
		•	The new Law for More Safety in the Supply of Pharmaceuticals (Gesetz für mehr Sicherheit in der Arzneimittelversorgung) which became effective in August 2019 enables patients who have been granted an approval to switch smoothly between cannabis products without having to wait for a new approval.
Licensing Requirements		•	In order to import and distribute medical cannabis in Germany, a private company needs a License for the Trade in Narcotic Drugs, and a Wholesale Trading License from local health authorities. Franchise currently owns two subsidiaries, ACA Müller and Phatebo that have these licenses.
		•	If cannabis is imported from non-EU/EEA countries, the company will also need an import/manufacture license for pharmaceuticals issued by the relevant health authority. For each individual shipment of cannabis an import permit will be required after the narcotics license is granted.
		•	A License for the Trade in Narcotic Drugs is required for all operations relating to the trading of narcotic drugs (such as cannabis), including, among others, cultivation, production, import and export. This license is issued by the Federal Opium Agency, a division of BfArM.
Importation		•	An Import Authorization for narcotics issued by the Federal Opium Agency is required for each import of narcotics into Germany.
		•	An Import Authorization for narcotics can only be obtained by a company with business activities in Germany. The authorities have broad rights with respect to issuing Import Authorizations and may refuse to grant an Import Authorization or, in certain circumstances, restrict the quantity of the narcotics being imported.

	•	An Import Authorization cannot be transferred to third parties and is limited to a maximum of three months (or six months for imports by sea). If the narcotics are not imported within this time frame, the import authorization must be returned to BfArM.
	•	A company applying for a License for the Trade in Narcotic Drugs and an Import Authorization for narcotics must meet various requirements, including among other, an appointment of a responsible person with relevant expertise responsible for compliance with the regulations governing narcotics, compliance with applicable security measures and certain recordkeeping and reporting requirements.
Wholesale Trading License	•	Medical cannabis falls under the definition of a medicinal product, as defined in the GMA, and requires a Wholesale Trading License if a private company engages in wholesale trading of medical cannabis.
	•	Wholesale trading is defined broadly and includes any professional or commercial activity involving the procuring, storing, supplying or exporting of medicinal products, with the exception of the dispensing of medicinal products to consumers other than physicians, dentists, veterinarians or hospitals.
	•	A company applying for an Import Authorization for narcotics with respect to the import of medical cannabis into Germany generally is also in possession of a Wholesale Trading License. Both of Franchise's German subsidiaries, Phatebo and ACA Müller, hold these licenses.
Other Licenses	•	A company importing medical cannabis from non-EU/EEA countries is required to have an Import License for pharmaceuticals pursuant to Section 72 of the GMA.
	•	There are several other licenses that might also be required for certain types of medical cannabis products or activities (such as a manufacturing license, in case the medical cannabis is processed, packed, labeled or market released in Germany according to Section 13 of the GMA). Both of Franchise's subsidiaries ACA Müller and Phatebo have the radiation license.

Human Capital Resources

As of ~~December~~November 3128, ~~2022~~2025, we had a total of ~~343~~21 employees, ~~337~~all of ~~which~~whom were full-time ~~and six were part-time~~. A total of 946 of our employees and consultants were based in North America, in the United States and ~~249~~Canada and 15 of our employees and consultants were based internationally in Germany.

Additional Information

Our website is at www.floragrowth.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, are available at www.sec.gov/edgar. Our website address is included in this ~~Prospectus~~registration statement only as an inactive textual reference. Information contained on, or available through, our website is not incorporated by reference in, or made a part of, this ~~Prospectus~~registration statement.

~~DESCRIPTION~~SELLING ~~OF PROPERTY~~SHAREHOLDER

WeThis ~~lease~~prospectus arelates 24to the possible resale by the Selling Shareholder of up to 6,~~425~~300,000 Shares ~~sq.~~that ftmay be issued by us to the Selling Shareholder under the ELOC Agreement. ~~facility~~For additional information regarding the Shares included in ~~Fort~~this ~~Lauderdale~~prospectus, ~~Florida~~see ~~where~~the ~~Just~~section ~~CBD's~~titled ~~and~~“ELOC ~~Vessel's~~Agreement.” ~~distribution,~~We ~~wholesale~~are ~~(B2B),~~registering ~~and~~the ~~direct-~~Shares included in this prospectus pursuant to~~-consumer~~ ~~(D2C)~~the ~~orders~~provisions ~~are~~of ~~fulfilled~~the ~~and~~Registration ~~shipped~~Rights ~~worldwide.~~Agreement Wein ~~currently~~order ~~lease~~to ~~this~~permit ~~facility~~the ~~for~~Selling ~~$30,787~~Shareholder ato ~~month,~~offer ~~pursuant~~such shares for resale from time to atime. ~~lease~~Except ~~agreement~~for ~~that~~the ~~expires~~transactions contemplated by the ELOC Agreement and the Registration Rights Agreement and as set forth in ~~April~~the ~~2024~~section titled “Plan of Distribution” in this prospectus, the Selling Shareholder has not had any material relationship with us within the past three years.

The table below presents information regarding the Selling Shareholder and the Shares that may be resold by the Selling Shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholder, and reflects holdings as of November 28, 2025. The Selling Shareholder may sell some, all or none of the Shares being offered for resale in this offering. We do not know how long the Selling Shareholder will hold the Shares before selling them and, except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Shares being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to common shares and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. The percentage of shares of our Shares beneficially owned by the Selling Shareholder prior to the offering shown in the table below is based on an aggregate of 746,810 common shares outstanding on November 28, 2025. Because the purchase price to be paid by the Selling Shareholder for Shares, if any, that we may elect to sell to the Selling Shareholder from time to time under the ELOC Agreement will be determined based on the then-current market price of shares of our common shares on such date, the actual number of shares of our Shares that we may sell to the Selling Shareholder under the ELOC Agreement may be fewer than the number of Shares being offered for resale under this prospectus. Solely for purposes of the table below, we have assumed that the Selling Shareholder will sell all of the Shares offered for resale in this offering and will make no other purchases or sales of Shares.

Name of Selling
Securityholder

Number of
Common
Shares
Beneficially
Owned Prior
to This
Offering

Percentage of
Outstanding
Common
Shares
Beneficially
Owned Prior
to This
Offering

Maximum
Number of
Common Shares
to be Sold
Pursuant to this
Offering

Number of

Common Shares
Owned After this
Offering

Percentage of
Outstanding
Common
Shares
Beneficially
Owned After
this Offering

White Lion Capital LLC

6,300,000⁽¹⁾

89.40%

(1) Represents an aggregate of 6,300,000 Shares offered pursuant to this prospectus by the Selling Shareholder named above who is the investor under the ELOC Agreement: White Lion Capital LLC. The address of principal business office of White Lion Capital LLC is 21031 Ventura Blvd., Suite 920, Encino, CA 91316. The precise number of Shares to be offered and sold by each Selling Shareholder cannot be determined at this time, because pursuant to the terms of the ELOC Agreement, the Selling Shareholder will be designated at the time of each purchase, except that the total aggregate number of Shares to be offered by all Selling Shareholders will not exceed 6,300,000 Shares.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board after considering our financial condition, results of operations, capital requirements, business prospects and other factors our Board deems relevant, and subject to the restrictions contained in any future financing instruments.

DIRECTORS AND EXECUTIVE OFFICERS

The names of our current directors and executive officers and their respective ages, positions, biographies are set forth below.

Name and Place of Residence	Position	Age
Executive Officers:
Daniel Reis-Faria Dubai, United Arab Emirates	Chief Executive Officer and Director	36
Dany Vaiman Ontario, Canada	Chief Financial Officer	40
Michael Heinrich Singapore	Executive Chairman and Director	42
Non-Employee Directors:
Edward Woo British Columbia, Canada	Director	46
Manfred Leventhal Ontario, Canada	Director	73

Non-Director Executive Officer

Dany Vaiman, Chief Financial Officer: Mr. Vaiman has served as the Company's Chief Financial Officer since June 2023 and as the Company's Senior VP Finance from December 2022 to June 2023. From February 2022 through the closing of the Company's arrangement with Franchise Global Health Inc. ("Franchise") on December 23, 2022 (the "Arrangement"), he served as the Chief Financial Officer of Franchise. Prior to that, Mr. Vaiman served as Corporate Controller (from July 2018 to July 2021) and as Assistant Controller (from June 2016 to June 2018) of Torex Gold Resources Inc.- a leading intermediate gold producer listed on the TSX. For seven years, Mr. Vaiman was with Ernst & Young's Toronto Audit Group, specializing in publicly listed TSX and SEC clients. Mr. Vaiman is a Chartered Professional Accountant (CPA) and Chartered Accountant (CA) in Ontario, a Certified Public Accountant (CPA) in Illinois, and holds a Bachelor of Business Administration (Honours) from the Schulich School of Business.

We lease a 13,483 sq. ft. facility in Fort Lauderdale, Florida where Flora Lab 3 conducts its manufacturing operations. We currently lease this facility for $41,400 a month, pursuant to a lease agreement that expires in June 2024.Directors

~~Phatebo~~Daniel ~~leases~~Reis-Faria, Chief Executive Officer and Director: Daniel Reis-Faria is a 7global technology entrepreneur,~~300~~ ~~square~~investor, ~~foot~~and ~~pharmaceutical~~diplomat ~~storage~~with over fifteen years of experience building and ~~logistic~~scaling ~~center~~companies ~~certified~~across ~~under~~AI, ~~Good~~blockchain, ~~Distribution~~and ~~Practices~~cyber-security ~~("GDP")~~who ~~located~~joined the Company as Chief Executive Officer and Director in ~~Hilzingen~~September 2025. In June 2017, ~~Germany~~he founded Erebor Capital Inc., ~~The~~an ~~monthly~~investment ~~lease~~firm ~~payments~~with ~~are~~holdings €3spanning North America,~~600~~ ~~per~~Japan, ~~month~~Africa, Europe, and the ~~lease~~Caribbean, ~~expires~~focused on ~~February~~Big 29Data, ~~2024~~Artificial Intelligence, Cyber Security, and Digital Assets. In July 2019, he was the founding CEO of OARO, an aviation cyber-security company, where he pioneered large-scale deployment of blockchain biometric identity systems for airlines. He originated and facilitated the investment deal between Janover and Defi Development Corporation that led to the creation of the first Solana Treasury Vehicle in the United States. He holds a Master’s in Computer Science from the University of Coimbra and an Entrepreneurship Diploma from MIT.

~~Our~~Michael ~~Vessel~~Heinrich, ~~operations~~Executive ~~were~~Chairman ~~previously~~and ~~headquartered~~Director: Michael inHeinrich ~~Carlsbad,~~is ~~California,~~the ~~where~~Executive weChairman ~~lease~~and ~~12,000~~Director ~~sq. ft.~~ of ~~office~~the ~~and~~Company. ~~warehouse~~From ~~space~~March ~~for~~2014 ~~$30,000~~to aJune ~~month~~2023, ~~pursuant~~he towas aChief ~~lease~~Executive ~~agreement~~Officer ~~that~~of ~~expires~~Garten, ina ~~June~~company ~~2027~~he founded. ~~During~~In ~~the~~June ~~fourth~~2023 ~~quarter~~he ofbecame ~~2022,~~the weco-founder ~~made~~and ~~the~~Chief ~~decision~~Executive toOfficer ~~shift~~of ~~all~~0G ~~operations~~Labs ~~relating~~(0g.ai), towhich ~~Vessel~~is ~~and~~an ~~its~~AI ~~business~~Layer to1 ~~our~~powered ~~facility~~by ina ~~Fort~~decentralized ~~Lauderdale.~~AI WeOperating ~~are~~System. ~~currently~~He ~~seeking~~holds toa ~~sublet~~Bachelor orof ~~assign~~Science from the ~~lease~~University ~~for~~of ~~this~~California, ~~property~~Berkeley toand a ~~third~~Master ~~party~~of Science from Stanford University.

WeEdward ~~lease~~Woo, Director: ~~361~~Mr. ~~acres~~Woo atjoined ~~Cosechemos~~our Board in ~~Giron,~~December ~~Colombia~~2022. ~~for~~From $5August 2021 through the closing of the Arrangement,~~973~~ ~~per~~he ~~month~~served as the President and Chief Operating Officer of Franchise. ~~The~~As ~~initial~~a ~~term~~former executive at Rothmans Benson & Hedges Inc. and Philip Morris International, Mr. Woo held several leadership roles which included serving as Head of ~~our~~Regulatory ~~lease~~& External Affairs at ~~Cosechemos~~the isGlobal ~~for~~Headquarters ~~five~~in Lausanne, Switzerland (52016 through 2021) ~~years,~~and ~~expiring~~as onRegional ~~September~~Communications 1Director ~~2024.~~Latin WeAmerica ~~have~~and anCanada ~~option~~(from to2013 ~~extend~~through ~~the~~2016). ~~lease~~Mr. ~~for~~Woo anhas ~~additional~~extensive ~~five-year~~global ~~term~~experience ~~unless~~and strong ties to the ~~lessor~~European ~~provides~~markets ~~notice~~and ~~not~~worked toclosely ~~renew~~with ~~the~~over ~~lease~~30 ~~not~~markets ~~less~~in ~~than~~Europe, ~~six~~Middle ~~months~~East, ~~prior~~Asia toand Latin America on the ~~end~~rollout of ~~the~~Philip ~~initial~~Morris’ ~~term~~IQOS product. WeMr. ~~also~~Woo ~~have~~holds ~~the~~a ~~right~~BA toin ~~purchase~~Economics from the ~~farm~~University atof aWestern ~~price~~Ontario. toMr. beWoo’s ~~determined~~qualifications byto anserve ~~arm's~~on ~~length~~our ~~third~~Board ~~party~~include ~~appraiser~~his ~~from~~extensive ~~the~~experience ~~real~~in ~~estate~~the ~~association~~consumer-packaged ofgoods ~~Bogotá~~industry, ~~Colombia~~his regulatory knowledge and experience and his ties to the European markets.

WeManfred ~~lease~~Leventhal, Director: Mr. Leventhal is an ~~800~~accomplished sqexecutive with over 20 years of experience driving growth, strategy, and governance in small to mid-cap companies. ftHe ~~store~~is ~~located~~a seasoned board member having a proven track record of success in ~~Miami~~corporate finance, ~~Florida~~strategy, ~~for~~and $7leadership. As the Canadian Director,~~800~~ ~~per~~from ~~month~~2015 ~~where~~to we2022, ~~previously~~for ~~sold~~the ~~Stardog~~real ~~merchandise~~estate investment company, Hagshama Fund Ltd., ~~During~~Mr. Leventhal oversaw the ~~fourth~~company's ~~quarter~~project ofacquisition and development in Canada. Between 2022 and 2025, weMr. ~~made~~Leventhal was an independent board member of Genesis Petrocorp Ltd. And LHLegacy. He was the ~~decision~~Chairman and a director, from 2017 to ~~close~~2022 ~~this~~of ~~location~~the oil exploration company, Genesis Petrocorp Ltd. where he oversaw the company's growth and ~~this~~expansion ~~property~~initiatives. ~~has~~Mr. ~~been~~Leventhal ~~sublet~~holds toa CPA & CGA (Ontario, Canada) designation and a ~~third-party~~Bachelor of Commerce from the University of The Witwatersrand, Johannesburg, South Africa where he majored in applied economics.

WeFamily believe that our current offices and facilities are sufficient to meet our anticipated needs for the foreseeable future and are suitable for the conduct of our business. We believe that suitable additional space would be available if required in the future on commercially reasonable terms.Relationships

~~LEGAL~~There ~~PROCEEDINGS~~are no family relationships between any of our officers or directors.

~~Below~~Involvement ~~is a summary of certain material legal matters relating to the Company. Other than the matters disclosed below, from time to time, we are involved~~ in ~~various~~Certain ~~routine~~Legal legal proceedings incidental to the ordinary course of our business. We do not currently believe that the outcome of these legal matters have had in the recent past, or will have (with respect to any pending matters), significant effects on our financial position or profitability.Proceedings

~~Franchise-related~~Corporate ~~litigation~~Cease Trade Orders

~~Prior~~To ~~to consummating~~ the ~~Arrangement~~knowledge ~~with~~of ~~Franchise~~the Company, weno ~~entered~~proposed ~~into~~director anof ~~agreement~~the ~~with~~Company ~~Clifford Starke~~is, ~~our~~as ~~current~~at ~~CEO and~~ the ~~former~~date ~~Chairman~~of ~~and~~the ~~CEO~~Annual ~~of Franchise~~Report, ~~along~~or ~~with~~has ~~certain of his affiliated entities~~been, ~~pursuant~~within to10 ~~which~~years ~~they~~before ~~agreed to indemnify~~ the ~~Company~~date ~~against~~of ~~any~~this ~~financial~~Annual ~~losses~~Report, wea ~~may~~director, ~~incur~~chief ~~with~~executive ~~respect~~officer toor ~~certain~~chief ~~matters,~~financial upofficer ~~to an aggregate amount~~ of ~~$5.0~~any ~~million.~~company ~~Set~~(including ~~forth below are two legal proceedings that have been brought against subsidiaries of~~ the Company) ~~and for which we are entitled to be indemnified by Mr. Starke and his affiliated entities:~~that,

On(a) ~~February 3, 2023, an action~~ was ~~brought~~subject in the Ontario Superior Court by Nathan Shantz and Liberacion E Inversiones S.A. against various parties, including Clifford Starke, our President and the former CEO of Franchise, and Franchise. The statement of claim alleges that prior to ~~closing the Arrangement,~~ an ~~aggregate~~order of 8,831,109 Franchise shares purportedly owned by the plaintiffs were wrongfully transferred to third parties, in part through alleged unauthorized steps taken by Mr. Starke. Plaintiffs seek, among other things, a declaration that ~~they~~was ~~are~~issued ~~the~~while ~~rightful owners of~~ the ~~shares~~proposed ~~or,~~director inwas ~~the~~acting ~~alternative, damages. Against Franchise, they claim a declaration that, by virtue of the alleged unauthorized transfer of shares, Franchise acted oppressively and seek damages~~ in the ~~amount~~capacity ofas $3director,~~979,999.~~ ~~The~~chief ~~defendants~~executive ~~have~~officer ~~brought~~or ~~motions~~chief tofinancial ~~stay~~officer; ~~the proceedings on the grounds that the Ontario court lacks jurisdiction over the claim.~~or

In December 2022, an action was brought against Franchise Cannabis Corp. ("FCC"), a wholly-owned subsidiary of Franchise, in the Constance Regional Court in Germany, by the former principal shareholder of ACA Muller ADAG Pharma Vertriebs GmbH ("ACA Muller"). Plaintiff claims that FCC breached a share purchase agreement between the parties pertaining to the sale of ACA Muller to FCC and is seeking damages in the amount of $3,600,000. The Company disputes such claims and intends to vigorously defend against this action.

~~Other~~(b) ~~matters~~was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

OnBankruptcy June 21, 2022, an action was brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company is obligated to issue three million (pre-one-for three and twenty-for-one reverse stock splits) Common Shares to him for a purchase price of $0.05 per share. Mr. Mendez claims he is entitled to such shares as compensation for alleged consulting services he performed in 2019.Insolvency

OnTo ~~May 31, 2023, Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres brought an action against~~ the ~~Company~~knowledge ~~claiming~~of ~~that~~ the Company ~~is obligated to issue 500~~,~~000~~ ~~common~~no ~~shares~~proposed ~~(pre-splits)~~director ~~each for a purchase price~~ of ~~$0.05~~the ~~per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed.~~Company:

On(a) ~~May 31~~is, ~~2023~~as at the date of this Annual Report, ~~Ramon~~or ~~Ricardo~~has ~~Castellanos~~been ~~Saenz~~within ~~and~~10 ~~Miriam~~years ~~Ortiz~~before ~~brought~~the andate ~~action~~of ~~against~~this Annual Report, a director or executive officer of any company (including the Company) ~~claiming~~that, while that ~~the~~person ~~Company~~was isacting ~~obligated~~in that capacity, or within a year of that person ceasing to ~~issue~~act 1in that capacity,~~500~~ became bankrupt,~~000~~ ~~common~~made ~~shares~~a ~~(pre-splits)~~proposal ~~each~~under ~~for~~any alegislation ~~purchase~~relating ~~price~~to ofbankruptcy ~~$0.05~~or ~~per~~insolvency ~~share.~~or ~~The~~was ~~plaintiffs~~subject ~~claim~~to ~~that~~or ~~they~~instituted ~~are~~any ~~entitled~~proceedings, toarrangement ~~such~~or ~~shares~~compromise aswith ~~compensation~~creditors ~~for~~or ~~alleged~~had ~~consulting~~a ~~services~~receiver, ~~performed~~receiver manager or trustee appointed to hold its assets; or

~~The~~(b) ~~Company~~has, ~~disputes~~within ~~these~~the ~~claims~~10 ~~and~~years ~~intends~~before the date of this Annual Report, become bankrupt, made a proposal under any legislation relating to ~~vigorously~~bankruptcy ~~defend~~or ~~against~~insolvency, ~~these~~or ~~actions~~become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

~~MARKET~~Penalties ~~FOR~~and ~~REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS~~Sanctions

~~Market~~To ~~Information~~the knowledge of the Company, no proposed director of the Company has been subject to:

~~Our~~(a) ~~Common~~any ~~Shares~~penalties ~~are~~or ~~traded~~sanctions ~~publicly~~imposed onby ~~Nasdaq~~a ~~under~~court ~~the~~relating ~~symbol~~to ~~"FLGC".~~securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

Asany ofother ~~October~~penalties ~~18,~~or ~~2023,~~sanctions ~~there~~imposed ~~were~~by ~~approximately~~a ~~4,739~~court ~~holders~~or ofregulatory ~~record~~body ofthat ~~our~~would ~~Common~~likely ~~Shares~~be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

WeSECURITY ~~have~~OWNERSHIP ~~not~~OF ~~declared~~CERTAIN orBENEFICIAL ~~paid~~OWNERS ~~any~~AND cash dividends on our Common Shares. No cash dividends have been previously paid on our Common Shares and none are anticipated in fiscal 2023. As of the date of this Prospectus, we have repurchased no shares of Common Shares.MANAGEMENT

~~Securities~~Share ~~Authorized for Issuance Under Equity Compensation Plans~~Ownership

The following table ~~provides~~sets forth information asknown ~~of December 31, 2022 with respect~~ to ~~our~~us ~~Common~~regarding ~~Shares~~beneficial ~~that~~ownership ~~may~~of becommon ~~issued~~shares ~~under~~as ~~the~~of ~~Company~~November ~~Stock~~28, ~~Option~~2025 ~~Plan and 2022 Incentive Compensation Plan.~~by:

Plan Category	Number of SecuritiesTo Be IssuedUponExercise OfOutstandingOptions,Warrantsand Rights		Weighted AverageExercisePrice OfOutstandingOptions,WarrantsAnd Rights	Number Of SecuritiesRemainingAvailable ForFutureIssuanceUnder EquityCompensationPlans(ExcludingSecuritiesReflected inthe firstcolumn)
Equity Compensation Plans Approved by Shareholders(1)
Stock Option Plan	223,494	$	40.00	0
2022 Incentive Compensation Plan	213,644(2)	$	14.40(3)	86,356
Equity Compensation Plans Not Approved by Shareholders	N/A		N/A	N/A
Total	437,138		N/A	86,356

• each person known by us to be the beneficial owner of more than 5% of outstanding common shares;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of November 28, 2025. In computing the number of common shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all common shares subject to options, warrants and restricted stock units held by such person or entity were deemed outstanding if such securities are currently exercisable, or exercisable or would vest based on service-based vesting conditions within 60 days of November 28, 2025. These common shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

(1)	Includes the Company's Stock Option Plan and its 2022 Incentive Compensation Plan, which was approved by our shareholders in July 2022, and authorizes the granting of awards in any of the following forms: options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards and cash incentive awards.
(2)	Represents 66,760 Common Shares underlying options and 146,883 issued restricted Common Shares as of December 31, 2022.
(3)	The weighted exercise price represents the weighted exercise price of the 66,760 options outstanding under the 2022 Plan as of December 31, 2022.

The beneficial ownership of our common shares is based on 746,810 common shares outstanding as of November 28, 2025.

Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all common shares beneficially owned by him.

Unless otherwise noted, the business address of each of these shareholders is c/o Flora Growth Corp. 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida 33309.

Beneficial Owner	Number of Common Shares Beneficially Owned⁽¹⁾	Percentage of Common Shares Beneficially Owned⁽¹⁾
5% or Greater Shareholders
Executive Officers
Daniel Reis-Faria⁽²⁾⁽³⁾ ^{Chief Executive Officer and Director}	0	0%
Dany Vaiman^(3)(4)(10) ^{Chief Financial Officer}	13,712	1.84%
Michael Heinrich⁽³⁾⁽⁵⁾ ^{Executive Chairman and Director}	0	0%
Clifford Starke^(6)(10) ^{Former Chief Executive Officer and Director}	98,741	13.22%
Sammy Dorf⁽⁷⁾ ^{Former Executive Chairman}	6,411	0.86%
Non-Employee Directors
Manfred Leventhal⁽⁸⁾	129	0.02%
Edward Woo^(9)(10)	3,506	0.47%
All current directors and executive officers as a group of 5 persons	17,347	2.32%

(1) Percentages are based on 746,810 common shares issued and outstanding as of November 28, 2025. Information as to the number of common shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Company, has been furnished by the respective executive officers and directors individually or obtained from the System for Electronic Disclosure by Insiders and may include common shares owned or controlled by spouses and/or children of such individuals and/or companies controlled by such individuals or their spouses and/or children.

(2) Excludes common shares underlying pre-funded warrants issued in the September 2025 Private Placement.

(3) Excludes common shares underlying Reis-Faria Stock Options, the Vaiman Stock Options and the Heinrich Stock Options (together, the "Proposed Stock Options")

(4) Includes 4,381 shares held directly by Mr. Vaiman.

(5) Excludes Zero Gravity Note Shares.

~~UNAUDITED~~(6) ~~PRO~~Includes ~~FORMA~~(i) ~~CONDENSED~~23,253 ~~COMBINED~~shares ~~FINANCIAL~~held ~~INFORMATION~~directly by Mr. Starke and (ii) 34,361 shares held by YT Research, Inc., a company owned and controlled by Mr. Starke. Mr. Starke's business address is Attn: Clifford Starke 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida 33309.

On(7) ~~December~~Includes 236,411 ~~2022, Flora completed its acquisition of all of the issued and outstanding common~~ shares ofheld ~~Franchise~~directly ~~Global~~by ~~Health~~Mr. ~~Inc~~Dorf. ~~The~~Mr. ~~following~~Dorf's ~~unaudited~~business ~~Pro~~address ~~Forma~~is ~~Consolidated~~Attn: ~~Statement~~Sammy ofDorf ~~Loss~~3230 ~~and~~W. ~~Comprehensive~~Commercial ~~Loss as of December 31~~Boulevard, ~~2022~~Suite ~~of Flora and the notes related thereto~~180, ~~gives~~Fort ~~effect to the Acquisition as if it had been consummated on January 1~~Lauderdale, ~~2022~~Florida 33309.

~~Flora~~(8) ~~Growth~~Includes ~~Corp~~129 shares held directly by Mr. Leventhal.

~~Unaudited~~(9) ~~Pro~~Includes ~~Forma~~(i) ~~Consolidated~~3,454 ~~Statement~~shares ofheld ~~Loss~~directly by Mr. Woo, (ii) 52 shares held by 1317433 B.C. Limited, a company in which Mr. Woo is the sole director and ~~Comprehensive~~equity ~~Loss~~owner.

(~~Stated~~10) Messrs. Starke, Vaiman and Woo have reported as a group pursuant to Amendment No. 1 on Form 13D filed by Mr. Starke with the SEC on April 21, 2023. The number of shares disclosed in ~~Thousands~~the above table only reflect the shares held or controlled directly by each director of ~~United~~officer ~~States~~and ~~Dollars)~~each such personal specifically disclaims beneficial ownership of the securities and he does not directly own or control.

~~December~~CERTAIN ~~31,~~RELATIONSHIPS ~~2022~~AND RELATED PARTY TRANSACTIONS

Cash Private Placement

On September 26, 2025, an aggregate of 116,340 common shares, 412,037 Cash Pre-funded Warrants and 105,666 Cash Common Warrants were issued.

On October 9, 2025, the final 7,938 Cash Pre-funded Warrants and 1,586 Cash Common Warrants that were part of the Cash Private Placement were issued for total proceeds of $0.2 million.

Token Private Placement

On September 19, 2025, the Company entered into the Token Securities Purchase Agreement with the Token Investors in connection with the issuance and sale by the Company to the Token Investors via the Token Private Placement of an aggregate of 8,546,955 Token Pre-funded Warrants at a purchase price of US$25.1899 per warrant each to purchase one Token Pre-funded Warrant Share which shall be exercisable upon shareholder approval and expire when exercised in full, at an exercise price of US$0.0001 per share. The purchase price of each Token Pre-funded Warrant shall be paid in the form of Tokens, with each token having a deemed value of US$3.00 in accordance with the valuation mutually agreed upon by the Company and the Token Investors. Closing of the Token Private Placement occurred on September 26, 2025.

~~Unaudited~~In ~~Pro~~connection ~~Forma~~with ~~Consolidated~~the ~~Statement~~Token Private Placement, the Company received 71,766,135 Tokens. Such Tokens, when converted into cash, have an aggregate value of ~~Loss~~approximately US$215,297,806, based upon the agreed upon value of US$3 per Token. Accordingly, the net proceeds from the sale of the Token Pre-funded Warrants were approximately US$215,297,806. The Company intends to use the Tokens received as consideration for the sale of the Token Pre-funded Warrants to further the Company's new digital asset treasury strategy linked to the Tokens, and ~~Comprehensive~~to ~~Loss~~explore ~~(Stated~~and inexpand ~~Thousands~~the use of ~~United~~the ~~States~~native ~~Dollars)~~AI functionality of the Token to enhance the business of the Company and the balance of the net proceeds will be used for general corporate and working capital purposes.

For the year ended December 31, 2022
					Adjustments
	Flora GrowthCorp.		Franchise Global Health Inc.		Note	Acquisition of FranchiseGlobal Health Inc.		Consolidated
Revenue	37,171		42,430			-		79,601
Cost of sales	22,757		39,473		2(a)(ii)	(47	)	62,183
Gross profit	14,414		2,957			47		17,418
Operating expenses:
Consulting and management fees	11,342		339			-		11,681
Professional fees	4,398		2,221			-		6,619
Selling, general and administrative	4,495		5,926		2(c)	194		10,615
Promotion and communication	8,416		-					8,416
Travel expenses	1,055		-			-		1,055
Share-based compensation	3,404		985			-		4,389
Research and development	430		-			-		430
Operating lease expense	1,221		-					1,221
Depreciation and amortization	2,629		175		2(a)(i)	1,220		4,024
Bad debt expense	1,607		-			-		1,607
Goodwill impairment	25,452		-			-		25,452
Other asset impairments	783		649			-		1,432
Other expenses (income), net	2,489		1,794		2(a)(i)	23		4,306
Total operating expenses	67,721		12,089			1,437		81,247
Operating loss	(53,307	)	(9,132	)		(1,390	)	(63,829	)
Listing expenses	-		11,999			-		11,999
Interest (income) expense	(56	)	56			-		-
Foreign exchange loss	323		232			-		555
Unrealized loss from changes in fair value	593		-			-		593
Net loss before income taxes	(54,167	)	(21,419	)		(1,390	)	(76,976	)
Income tax expense (benefit)	(1,538	)	176			(13	)	(1,375	)
Net loss	(52,629	)	(21,595	)		(1,377	)	(75,601	)
Net loss attributable to Flora Growth Corp.	(52,415	)	(21,595	)		(1,377	)	(75,387	)
Net loss attributable to non-controlling interests	(214	)	-					(214	)
Basic and diluted loss per share attributable to Flora Growth Corp.	(13.85	)						(12.65	)
Exchange differences on foreign operations	(1,624	)	(22	)		-		(1,646	)
Comprehensive loss	(54,253	)	(21,617	)		(1,377	)	(77,247	)
Comprehensive loss attributable to Flora Growth Corp.	(54,039	)	(21,617	)		(1,377	)	(77,033	)
Comprehensive loss attributable to non-controlling interests	(214	)	-			-		(214	)
Weighted average number of shares - basic and dilutive	3,785,000					2,176,000		5,961,000
The accompanying notes are an integral part of this pro-forma consolidated statement of loss and comprehensive loss.

Note Private Placement

On September 19, 2025, the Company, entered into the Note Securities Purchase Agreement with the Note Investor in connection with the issuance by the Company to the Note Investor via the Note Private Placement of the Note in an aggregate original principal amount of Solana with a current value of US$22,880,000.

Zero Gravity Private Placement

On September 19, 2025, the Company entered into the Loan Agreement between the Company and Zero Gravity, pursuant to which the Company agreed to borrow Tokens from Zero Gravity and agreed to issue to Zero Gravity 1,786,423 Loan Agreement Warrants each to purchase one common share at an exercise price of USD$0.01 per share.

On September 22, 2025, the Company, entered into the Zero Gravity Securities Purchase Agreement with Zero Gravity for the issuance of the Zero Gravity Convertible Note that will replace the Loan Agreement and Loan Agreement Warrants, subject to closing as described below.

Pursuant to the Zero Gravity Securities Purchase Agreement, in the event that the Zero Gravity Convertible Note is not issued on or prior to the Outside Date, the Zero Gravity Securities Purchase Agreement, and the Zero Gravity Convertible Note shall be automatically cancelled and terminated in their entirety with no further action from either Party. Upon occurrence of the Early Termination, the Loan Agreement and Loan Agreement Warrants shall remain in full force and effect with an effective date of September 19, 2025. In the event that the Zero Gravity Convertible Note is issued on or prior to the Outside Date, then the Prior Loan Documents shall be automatically cancelled and terminated in their entirety.

Pursuant to the Zero Gravity Convertible Note, in connection with the issuance by the Company to Zero Gravity via the Zero Gravity Private Placement of an unsecured convertible note in an aggregate original principal amount of Tokens with a current value of US$150,000,000. Closing of the Zero Gravity Private Placement occurred on September 26, 2025.

The Zero Gravity Convertible Note accrues interest payable in Tokens at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31, beginning September 30, 2025 (each such date, an "Interest Payment Date"). At the option of the Company, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest for the applicable period can be payable in-kind by capitalizing and adding such accrued interest to the outstanding Token principal amount. Upon shareholder approval at the Shareholder Meeting, the Zero Gravity Convertible Note and accrued and unpaid interest are convertible into the Zero Gravity Note Shares at a conversion ratio of the U.S. Dollar Value (as defined in the Zero Gravity Convertible Note) of Tokens divided by US$33.34, subject to updates in accordance with the terms of the Zero Gravity Convertible Note.

1On October 23, 2025, in connection with the Zero Gravity Private Placement, the Company received 50,000,000 Tokens. ~~Basis~~ The Company intends to use the Tokens from the issuance of ~~Presentation~~the Zero Gravity Convertible Note to further the Company's new digital asset treasury strategy.

~~This~~Mr. ~~unaudited pro~~Reis-~~forma~~Faria, ~~consolidated~~our ~~statement~~Chief ofExecutive ~~loss~~Officer and ~~comprehensive~~member ~~loss~~of (our Board, originated and facilitated the ~~"Pro~~investment ~~Forma~~transaction ~~Financial~~between ~~Statement")~~Janover isand ~~prepared~~Defi toDevelopment ~~illustrate~~Corporation that led to the ~~impact~~creation of the ~~Arrangement~~first ~~between~~Solana ~~Flora~~Treasury ~~and~~Vehicle ~~Franchise~~in the United States. Mr. Reis-Faria participated as ifan itinvestor ~~had~~in ~~taken~~the ~~place~~Cash onPrivate ~~January~~Placement 1in which he contributed 50,000,000 ~~2022~~Tokens to the Company, with such Tokens, when converted into cash, have an aggregate value of approximately US$150,000,000, based upon the agreed upon value of US$3 per Token, and was issued 5,954,743 Token Pre-funded Warrants at a purchase price of US$25.1899 per Pre-funded Warrant having an approximate dollar value of US$149,999,977.

~~The~~In ~~Company~~connection iswith ~~listed~~the Cryptocurrency Offering, on ~~Nasdaq~~September ~~and~~20, is2025, Mr. Clifford Starke resigned as a ~~manufacturer~~director ofand ~~global~~the ~~cannabis~~Chief ~~products~~Executive Officer of the Company and ~~brands~~Mr. Sammy Dorf resigned as the Executive Chairman of the Company. On September 20, ~~building~~2025, athe ~~connected~~Board ~~design~~appointed Mr. Daniel Reis-~~led~~Faria ~~collective~~and ofMr. ~~plant~~Michael Heinrich as non-~~based~~independent ~~wellness~~directors of the Board, and ~~lifestyle~~in ~~brands.~~connection ~~Franchise~~with ~~was~~their ~~listed~~appointments onto the ~~TSX~~Board, ~~Venture~~Mr. ~~Exchange~~Reis-Faria, ~~and~~was isalso aappointed ~~company~~as ~~which~~ the ~~primary~~Chief ~~purpose~~Executive Officer of the ~~business~~Company isand ~~the~~Mr. ~~sale~~Heinrich ofwas ~~pharmaceutical~~also ~~products,~~appointed ~~medical~~as ~~devices,~~Executive ~~cannabis~~Chairman ~~and~~effective ~~cannabis~~September ~~products~~20, 2025.

~~The~~Mr. ~~Pro~~Heinrich, ~~Forma~~our ~~Financial~~Executive ~~Statement~~Chairman ~~is that of Flora~~ and ~~has~~a ~~been~~member ~~prepared for inclusion in the registration statement~~ of ~~Flora.~~our ~~This~~Board, ~~Pro Forma Financial Statement~~ is ~~based~~the onChief ~~Flora's~~Executive ~~historical~~Officer ~~audited~~of ~~consolidated~~0G ~~financial~~Labs. ~~statements~~The ~~and~~0G ~~Franchise's~~token ~~historical~~which ~~unaudited~~we ~~results~~own asis ~~adjusted to give effect to~~ the ~~acquisition~~native cryptocurrency of ~~Franchise,~~0G ~~which closed on December 23, 2022~~Labs.

~~This~~DESCRIPTION ~~Pro~~OF ~~Forma~~COMMON Financial Statement does not necessarily reflect what the combined company's financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The Company's actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.SHARES

~~There have been no adjustments made to give effect to any potential synergies or dis-synergies which may arise from the Arrangement.~~General

~~The~~This ~~accounting~~prospectus ~~policies~~describes ~~used~~the general terms of our common shares, which description is qualified in its entirety by reference to applicable Canadian law and the ~~preparation~~terms and provisions contained in our articles of incorporation (as amended, the ~~Pro~~"articles") ~~Forma~~and ~~Financial~~our ~~Statement~~bylaws ~~are~~currently ~~those~~in ~~set~~effect ~~out~~(the "bylaws"). When we offer to sell common shares, we will describe the specific terms of such offering in ~~Flora's~~a ~~annual~~supplement ~~audited~~to ~~financial~~this ~~statements~~prospectus. Accordingly, for a description of the ~~year~~terms ~~ended~~of ~~December~~a 31particular offering of our common shares, ~~2022~~you must refer to both this prospectus and asthe ~~such~~applicable ~~should~~prospectus besupplement. ~~read~~To the extent the information contained in ~~conjunction~~the ~~with~~prospectus ~~such~~supplement ~~audited~~differs ~~financial~~from ~~statements~~this summary description, you should rely on the information contained in the prospectus supplement.

~~The~~Under ~~unaudited~~our ~~pro~~articles, ~~forma~~our ~~consolidated~~authorized ~~statement~~capital consists of ~~loss~~an ~~and~~unlimited ~~comprehensive~~number ~~loss~~of ~~for~~common ~~the~~shares, ~~year~~with ~~ended~~no ~~December~~par 31value per share, ~~2022~~which ~~has~~do ~~been~~not ~~prepared~~have ~~from~~any ~~information~~special ~~derived~~rights ~~from~~or ~~the~~restrictions. ~~following:~~As of November 28, 2025, there were 746,810 common shares outstanding.

~~Flora's~~Rights, ~~audited~~Preferences, ~~statement~~Restrictions ofAttaching ~~loss~~to ~~and~~Our ~~comprehensive~~Common ~~loss for the year ended December 31, 2022;~~Shares

~~Franchise's~~The ~~unaudited~~Business ~~statement~~Corporations ofAct ~~operations~~(Ontario) ~~for~~provides the ~~period~~following ~~from~~rights, ~~January 1~~privileges, ~~2022~~restrictions and conditions attaching to ~~December~~our ~~23,~~common ~~2022.~~shares:

~~The~~• to ~~pro~~vote ~~forma~~at ~~adjustments~~meetings ~~include~~of ~~all~~shareholders, ~~those~~except ~~transactions~~meetings ~~attributable~~at towhich ~~the~~only ~~Arrangement~~holders ~~for~~of ~~which~~a ~~the~~specified ~~complete~~class ~~financial~~of ~~effects~~shares are ~~objectively~~entitled ~~determinable. The Pro Forma Financial Statement is not intended~~ to reflect the results of operations or the financial position that would have actually resulted had the Arrangement been effected on the dates indicated or the results which may be obtained in the future.vote;

~~The~~• subject ~~pro~~to ~~forma~~the ~~adjustments~~rights, ~~are~~privileges, ~~based~~restrictions onand ~~certain~~conditions ~~estimates~~attaching ~~and~~to ~~assumptions.~~any ~~Management~~other ~~believes~~class ~~that~~of ~~such~~shares ~~assumptions~~of ~~provide~~our aCompany, ~~reasonable~~to ~~basis~~share ~~for~~equally ~~presenting~~in ~~all~~ the ~~significant~~remaining ~~effects~~property of ~~the~~our ~~Arrangement~~Company ~~contemplated~~on ~~and~~liquidation, ~~that~~dissolution ~~the~~or ~~Pro~~winding-up ~~Forma~~of ~~Financial~~our ~~Statement~~Company; ~~adjustments give appropriate effect to those adjustments~~ and ~~are properly applied in the Pro Forma Financial Statement.~~

The Pro Forma Financial Statement is based on estimates and assumptions set forth in the notes herein. The Pro Forma Financial Statement is being provided solely for informational purposes and is not necessarily indicative of any future consolidated financial position or of the consolidated financial position that might have been achieved for the periods indicated; nor is it necessarily indicative of future results that may occur.

2. Pro Forma Assumptions and Adjustments

The unaudited pro forma consolidated statement of loss and comprehensive loss gives effect to the completion of the Arrangement - as if the Arrangement had occurred on January 1, 2022. The Pro Forma Financial Statement is based on the following estimates and assumptions:

a) On October 19, 2022 Flora entered into a share purchase agreement for the Arrangement. Management of Flora has made a determination of the fair value of the tangible and intangible assets acquired and liabilities assumed in the Arrangement. If new information obtained within one year of the date of the Arrangement about the facts and circumstances that existed at the date of the Arrangement identifies adjustments to the amounts then the accounting for the Arrangement is to be revised. The final allocation of the fair value of the net assets acquired and aggregate consideration may be significantly different from the preliminary allocation as presented below:

2,176,297 common shares valued at $4.86 per share, inclusive of a 7.5% fair value discount for the required three-month holding period of the shares.
Total consideration	$	9,816
Purchase price allocation:
Cash and cash equivalents		730
Trade receivables		2,271
Inventory		2,019
Indemnity receivables		3,415
Prepaid assets		139
Property, plant and equipment		452
Right of use assets		115
Trade payables and accrued liabilities		(6,245	)
Current lease liabilities		(98
Current portion of debt		(1,062	)
Long term lease liability		(21	)
Deferred income tax liabilities		(1,717	)
Intangible assets (i)		6,102
Goodwill		3,716
	$	9,816

• the Common Shares are entitled to receive dividends if, as, and when declared by the Board.

~~(i) The~~Shareholder Company has identified and valued $6,102 in intangible assets in relation to Phatebo based on their carrying values for supply relationships, licenses and permits, and customer relationships. These intangible assets are to be amortized over a useful life of five years and the Company recorded imputed amortization of $1,220 based on the expected useful life.Meetings

The Business Corporations Act (iiOntario) As ~~part~~provides that: (i) a general meeting of shareholders shall be held at such place in or outside Ontario as the ~~fair~~directors ~~value~~determine ~~assessment~~or, in the absence of such a determination, at the ~~net~~place ~~assets~~where the registered office of our Company is located; (ii) directors must call an annual meeting of shareholders no later than 15 months after the ~~Franchise~~last preceding annual meeting; (iii) for the purpose of determining shareholders entitled to receive notice of or vote at meetings of shareholders, the ~~fair~~directors ~~value~~may fix in advance a date as the record date for that determination, provided that such date shall not precede by more than 50 days or by less than 21 days, if we are an "offering corporation" under the rules of ~~inventory~~the ~~was~~Business ~~determined~~Corporations Act (Ontario), otherwise not less than 10 days, the date on which the meeting is to be ~~excess~~held; (iv) the holders of not less than 5% of the ~~book~~issued ~~value.~~shares ~~This~~entitled ~~expense,~~to ~~therefore,~~vote ~~represents~~at a meeting may requisition the ~~incremental~~directors ~~value~~to call a meeting of ~~inventory~~shareholders ~~sold~~for ~~from~~the ~~between~~purposes ~~January~~stated 1in the requisition; (v) only shareholders entitled to vote at the meeting, ~~2022~~our directors and ~~December~~our 23auditor are entitled to be present at a meeting of shareholders (along with such other persons as may be invited by the chairperson or with the consent of the meeting); and (vi) upon the application of a director or shareholder entitled to vote at the meeting, ~~2022~~the Ontario Superior Court of Justice may order a meeting to be called, held and conducted in a manner that the Court directs.

b) The Company's ~~utilized~~bylaws anprovide ~~effective~~that ~~income~~a ~~tax~~quorum ~~rate~~is met when holders of ~~nil~~not ~~for~~less than 35% of the ~~pro~~shares ~~forma~~entitled ~~adjustments~~to asvote ~~these~~at ~~adjustments~~the ~~net~~meeting toof ashareholders ~~taxable~~are ~~loss~~present ~~for~~in ~~which~~person ~~there~~or isrepresented ~~insufficient~~by ~~evidence~~proxy. The holders of our common shares are entitled to ~~recognize~~attend aand ~~deferred~~vote ~~income~~at ~~tax~~all ~~asset~~meetings of the shareholders of the Company.

~~c) This~~Fully ~~adjustment~~Paid ~~reflects~~and new compensation arrangements executed with certain key executives in connection with the Arrangement, resulting in a $194 increase in the annual compensation for these executives from their previous compensation.Non-assessable

All outstanding common shares are duly authorized, validly issued, fully paid and non-assessable.

Limitations on Liability and Indemnification of Officers and Directors

In accordance with the Business Corporations Act (Ontario) and pursuant to the bylaws of the Company, subject to certain conditions, the Company shall, to the maximum extent permitted by law, indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity. We may advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding, provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below. Indemnification is prohibited unless the individual:

• Acted honestly and in good faith with a view to our best interests;

• In the case of a criminal or administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and

• Was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

Transfer Agent and Registrar

The transfer agent and registrar for our common shares is Continental Stock Transfer & Trust Company.

Listing

Our common shares are listed on Nasdaq under the symbol “FLGC”.

~~MANAGEMENT'S~~PLAN ~~DISCUSSION AND ANALYSIS~~ OF ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~DISTRIBUTION

~~Management's~~The ~~Discussion~~Shares ~~and~~offered ~~Analysis~~by this prospectus is being offered by the Selling Shareholder, White Lion. The Shares may be sold or distributed from time to time by the Selling Shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of ~~Financial~~sale, ~~Condition~~at ~~and~~prices ~~Results~~related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of ~~Operations~~the Shares offered by this prospectus could be effected in one or more of the following methods:

~~for~~• ordinary ~~the~~brokers' ~~Year Ended December 31, 2022~~transactions;

~~The~~• transactions ~~following~~involving ~~Management's~~cross ~~Discussion~~or ~~and~~block Analysis of Financial Condition and Results of Operations ("MD&A") of Flora should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2022, and the accompanying notes thereto (the "Financial Statements") included in this Prospectus, which have been prepared in accordance with U.S. GAAP. trades;

~~Amounts~~• through ~~are expressed in United States dollars ("$" or "USD") unless otherwise stated to be in Canadian dollars ("CAD")~~brokers, ~~Euro ("€" or "EUR")~~dealers, or ~~Colombia~~underwriters ~~pesos~~who ~~("COP").~~may ~~Amounts~~act ~~stated~~solely inas foreign currencies include approximate USD amounts based on exchange rates on December 31, 2022. Variance, ratio, and percentage changes in this MD&A are based on unrounded numbers. This MD&A reports the Company's activities through December 31, 2022, unless otherwise indicated.agents;

~~Forward-looking~~• "at ~~statements are based on~~ the Company's current expectations and assumptions regarding its business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, changes in local, regional, national or global political, economic, business, competitive, market ~~(supply and demand) and regulatory conditions. Please see the section titled~~ "~~Cautionary~~ ~~Note~~into ~~Regarding~~an ~~Forward-Looking~~existing ~~Statements"~~market ~~in this Prospectus~~ for ~~more~~the ~~information~~common ~~regarding forward-looking statements.~~ shares;

~~Overview~~• in ofother ~~our~~ways ~~Business~~not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

We are a multi-national cannabis company that manufactures and distributes consumer packaged goods, cultivates and distributes medicinal cannabis, and develops and distributes pharmaceutical products. Flora exists to create a world where the benefits of cannabis are accessible to everyone. Our business strategy is built on three core pillars: House of Brands, Commercial & Wholesale, and Pharmaceutical. This strategy was devised to allow us optimal access to markets around the globe based on the legal standing of cannabis • in ~~each~~privately ofnegotiated ~~the~~transactions; geographical locations in which we operate. Our approach has enabled us to develop distribution networks, build customer bases, establish operations as the regulatory framework evolves and allow for expanded access to cannabis and its derivatives.or

~~Our~~• any ~~brand~~combination ~~portfolio consists~~ of a mix of products across multiple categories, including food and beverage, nutraceuticals, cannabis accessories and technology, personal care, and wellness. Consumer brands allow Flora to move assertively into nascent markets, develop customer bases and distribution channels, and gather consumer insights which would not be possible with traditional cannabis sales alone. Through this channel we seek to build loyalty, credibility and enjoy healthy margins that help to support the ~~rapid growth of our business~~foregoing.

~~House~~In order to comply with the securities laws of ~~Brands~~certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

~~JustCBD~~White Lion is ~~Flora's~~an ~~leading~~"underwriter" ~~consumer~~within ~~packaged~~the ~~goods~~meaning ~~brand. JustCBD was launched in 2017 with a mission to bring high-quality, trustworthy, and budget-friendly CBD products to market. The JustCBD offering currently consists~~ of ~~over~~Section ~~350 products across 15 categories, including CBD gummies, topicals, tinctures, and vape products and ships to over~~ 2(a)(11~~,500~~) ~~independent retailers worldwide. JustCBD also sells direct to consumers with a customer base~~ of ~~approximately~~the ~~350,000~~Securities ~~people~~Act. JustCBD products are available for purchase in smoke and vape shops, clinics, spas and pet stores, as well as other independent non-traditional retail channels. JustCBD's products are both internally and third-party lab-tested to ensure quality.

~~Vessel~~White isLion ~~Flora's~~has ~~cannabis~~informed ~~accessory~~us ~~and~~that ~~technology~~it ~~brand~~intends ~~currently~~to ~~servicing~~use an unaffiliated broker-dealer to effectuate all sales, if any, of the ~~United~~Shares ~~States~~that ~~and~~it ~~Canada~~may ~~through~~purchase ~~direct-~~from us pursuant to~~-consumer~~ ~~and~~the ~~retail~~ELOC ~~sales~~Agreement. ~~Vessel's~~Such ~~products~~sales ~~include~~will ~~cannabis~~be ~~consumption~~made ~~accessories,~~at ~~personal~~prices ~~storage,~~ and ~~travel~~at ~~accessories~~terms ~~for~~then prevailing or at prices related to the ~~vape~~then ~~and~~current ~~dry~~market ~~herb~~price. ~~categories,~~Such ~~which~~unaffiliated ~~are~~broker-dealer ~~sold~~may tobe ~~consumers,~~deemed ~~dispensaries,~~an ~~smoke~~underwriter ~~shops~~within ~~and~~the ~~cannabis~~meaning ~~brands~~of Section 2(a)(11) of the Securities Act. ~~Vessel~~White Lion has ~~been~~informed ~~fully~~us ~~integrated~~that ~~into~~such ~~JustCBD~~broker-dealer ~~and~~will ~~now~~receive ~~benefits~~commissions from ~~operational,~~White ~~logistical~~Lion ~~and~~that ~~sales~~will ~~synergies~~not ~~with~~exceed ~~JustCBD~~customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the Shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the Shares sold by White Lion through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of Shares sold by White Lion may be less than or in excess of customary commissions. Neither we nor White Lion can presently estimate the amount of compensation that any agent will receive from any purchasers of Shares sold by White Lion.

We know of no existing arrangements between White Lion or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Shares offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of Shares offered by this prospectus by the Selling Shareholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such Shares by the Selling Shareholder, any compensation paid by White Lion to any such brokers, dealers, underwriters or agents, and any other required information.

As consideration for White Lion's irrevocable commitment to purchase the Company's common shares under the ELOC Agreement, we paid White Lion a one-time structuring fee of $20,000 and also agreed to pay a commitment fee to White Lion in the form of Shares with an aggregate market value of $125,000 or 0.5% of the Initial Commitment (the "Initial Commitment Fee"), which will be paid on the effective date of the Registration Statement. The number of Shares issuable for the Initial Commitment Fee will be determined based on the amount of Shares equal to $125,000 divided by the lowest trade price of the common shares on the earlier of (i) the date the Registration Statement becomes effective or (ii) the date that is 180 days following signing of the ELOC Agreement. For the avoidance of doubt, the Company shall owe to the Selling Shareholder no more than $125,000 in Commitment Shares regardless of whether the Registration Statement goes effective within 180 days or not. In no scenario shall the Company pay an additional cost above $125,000 aside from an increase in the Commitment Amount. If the Initial Commitment is increased to the Total Commitment, the Company will pay an additional commitment fee to White Lion in the form of Shares with an aggregate market value equal to 0.5% of the Total Commitment amount, the market value of which will be determined based on the lowest trading price of the Shares on the business day immediately preceding the date the Company notifies White Lion of such increase.

~~Mambe~~We iswill ~~Flora's~~pay ~~food~~the ~~and~~expenses ~~beverage~~incident ~~brand~~to ~~with~~the aregistration ~~focus~~under inthe ~~Latin~~Securities ~~America,~~Act ~~offering~~of ~~infused~~the ~~natural~~offer ~~fruit juices~~ and ~~canned~~sale ~~goods.~~of ~~The~~the ~~brand~~shares ~~operates~~covered onby athis ~~business-to-business~~prospectus ~~model,~~by ~~where~~White weLion. ~~sell~~We toand ~~both~~White ~~distributors~~Lion ~~and~~have ~~retail~~agreed ~~businesses.~~to ~~Over~~indemnify ~~the~~and ~~last~~hold ~~three~~harmless ~~years,~~the ~~Mambe~~other ~~has~~party ~~expanded~~along with its ~~distribution~~officers, indirectors, ~~Colombia~~employees, ~~primarily~~and inauthorized ~~supermarkets~~agents, ~~discount~~and ~~retailers,~~each ~~coffee~~Person ~~shops~~or entity, ~~restaurants~~if ~~and~~any, ~~airports.~~who ~~Mambe's~~controls ~~list~~such ofparty ~~clients~~within ~~include~~the ~~well-known~~meaning ~~Colombian~~of ~~retailers~~Section ~~Juan~~15 ~~Valdez,~~of ~~Jumbo,~~the ~~Sipote~~Securities ~~Burrito~~Act ~~and~~or ~~Xue.~~Section ~~Additional~~20 ~~brands~~of inthe ~~our~~Exchange ~~portfolio~~Act ~~include:~~against ~~Mind~~certain ~~Naturals~~liabilities ~~(skincare),~~in ~~Stardog~~connection ~~Loungewear~~with ~~(apparel),~~the Nooffering ~~Cap~~of ~~Hemp~~Shares Cooffered ~~(minor cannabinoids)~~hereby, ~~KaLaya~~including ~~(skincare)~~liabilities ~~and~~arising ~~Original~~under ~~Hemp~~the ~~(e-commerce)~~Securities Act.

~~Commercial~~We &have ~~Wholesale~~advised White Lion that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

~~The~~This ~~Company's~~offering ~~Commercial~~will ~~and~~terminate ~~Wholesale~~on ~~pillar encompasses~~ the ~~cultivation,~~date ~~transformation,~~that ~~and~~all ~~movement~~Shares ofoffered ~~cannabis and the distribution of pharmaceutical products to international markets. This pillar is anchored~~ by ~~Flora's~~this ~~wholly~~prospectus ~~owned~~have ~~subsidiary,~~been ~~Phatebo,~~sold a multi-national operator in pharmaceutical and medical cannabis distribution, with principal operations in Germany, and Cosechemos, our 249-acre licensed cultivation facility in Girón, Colombia. With a bi-annual quota of 44,000 kgs of psychoactive cannabis issued by ~~the~~White ~~Colombian government, Flora can grow, harvest, transform, and distribute its harvest to around the world where medical cannabis is legal~~Lion.

~~Based~~Our incommon ~~Germany,~~shares Phatebo is a wholesale pharmaceutical distribution company with import and export capabilities of a wide range of pharmaceutical goods and medical cannabis products to treat a variety of health indications, including drugs related to cancer therapies, ADHD, multiple sclerosis and anti-depressants, among others. Phatebo holds a license for the Trade in Narcotic Drugs (including the cannabis sales license amendment) and a wholesale trading license, both of which are ~~issued~~traded byon ~~BfArM (~~the ~~largest~~Nasdaq ~~drug~~Capital ~~approval~~Market ~~authority~~tier in Europe). Phatebo is focused on distributing pharmaceutical products within 28 countries globally, primarily in Europe, but also with sales to Asia, Latin America, and North America. In November 2018, Phatebo also received a medical cannabis import and distribution license. We intend to leverage Phatebo's existing network of ~~approximately~~Nasdaq ~~1,200~~under ~~pharmacies as Flora begins to move medicinal cannabis from our Cosechemos facility and third parties into Germany. Additionally,~~ the ~~Phatebo~~symbol ~~warehouse provides a logistics outpost for Flora's growing product portfolio and distribution network within the European Union~~“FLGC”.

~~Pharmaceutical~~CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

~~Flora's~~The ~~Pharmaceutical~~following ~~pillar~~ is ~~focused~~a ongeneral ~~developing~~summary ~~pharmaceutical~~of ~~grade~~certain ~~products~~material ~~and providing scientific-based research connected to molecules found in the cannabis plant~~U.S. ~~Through~~federal ~~this~~income ~~pillar,~~tax ~~Flora~~considerations ~~works~~applicable to ~~provide~~a ~~access~~U.S. toHolder ~~medical~~(as ~~cannabis,~~defined ~~create~~below) ~~awareness~~arising ~~through~~from ~~education~~ and ~~initiate~~relating ~~research~~to ~~studies~~the ~~for~~ownership ~~use in targeted~~ and ~~broad-based~~disposition ~~use cases leveraging multiple modalities. Our pharmaceutical pillar is anchored by Flora Lab 2 and Flora Lab 4, both~~ of ~~which~~Shares ~~are~~acquired ~~located~~pursuant ~~in Bogota, Colombia. These laboratories allow us~~ to ~~manufacture~~the ~~plant-based,~~offering ~~medical-grade~~under ~~pharmaceuticals,~~this ~~phytotherapeutics, and dietary supplements~~prospectus.

~~Factors~~This ~~Impacting~~summary ~~our~~is ~~Business~~for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from or relating to the acquisition, ownership and disposition of Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including, without limitation, specific tax consequences to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. This summary does not address the U.S. federal alternative minimum tax, U.S. federal net investment income tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax consequences to U.S. Holders of the acquisition, ownership or disposition of Shares. In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Shares.

~~Diversification~~No opinion of ~~cashflows~~legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U. ~~Our~~S. ~~sources~~federal income tax consequences of ~~cash~~the ~~are~~acquisition, ~~diversified~~ownership ~~across~~or ~~geographic~~disposition of Shares. This summary is not binding on the IRS, and ~~product~~the ~~lines.~~IRS ~~Revenues~~is ~~are~~not ~~concentrated~~precluded ~~primarily~~from intaking ~~Germany~~a position that is different from, or contrary to, the ~~United~~positions ~~States~~taken ~~and~~in ~~Colombia~~this summary. In addition, ~~spanning~~because ~~pharmaceuticals~~the authorities on which this summary is based are subject to various interpretations, ~~hemp~~the IRS and ~~non-hemp~~the ~~consumer~~U.S. ~~products~~courts ~~and~~could ~~medicinal~~disagree ~~cannabis~~with one or more of the conclusions described in this summary.

Low-cost cannabis production and high-margin distribution. We aim to achieve economies of scale by sourcing medical cannabis and benefiting from production in low-cost jurisdictions across the globe. We then intend to utilize our cannabis and distribution networks to sell product in countries at an accretive margin. Flora believes it is positioned nicely to act as both an exporter and importer of medicinal cannabis from our production facilities in Colombia to our distribution network in Germany where the supply of medicinal cannabis is largely dependent on imports.

Product evolution and acceptance. As the cannabis industry continues to change, divergent regulations and the corresponding resources required to introduce high-quality products are expected to impact our market share. Gaining access to continuously evolving and superior products remains a critical success factor. Our ultimate ability to extract, cultivate and process products meeting stringent quality control standards drives the extent of consumer acceptance.

Integration of acquired companies. Our growth has been fueled substantially by the acquisition of JustCBD, Vessel and FGH. Our continued ability to extract incremental synergies from a group of diversified entities, including achieving a seed-to-sale vertically integrated operation, is a key determinant of our ability to expand organically.

Loss of Foreign Private Issuer Status

We determined that, as of June 30, 2022, more than 50% of our issued and outstanding voting shares were directly or indirectly owned of record by residents in the United States. As a result of this fact and certain other requirements under applicable United States federal securities laws, we determined that the Company would lose its foreign private issuer status under applicable United States federal securities laws and, became subject to SEC reporting requirements applicable to U.S. domestic companies beginning on January 1, 2023. These U.S. reporting requirements require, among other things, our financial statements and financial data to be presented under U.S. GAAP.

Public Company Costs

Following the consummation of our initial public offering, we became a public company, which has required hiring of additional staff and implementation of processes and procedures to address public company regulatory requirements and customary practices. We expect to continue to incur substantial additional annual expenses for, among other things, directors' and officers' liability insurance, director fees and additional internal and external costs for investor relations, accounting, audit, legal, corporate secretary and other functions.

Key Components of Results of Operations

Revenue

The Company primarily generates revenue as a distributor of pharmaceutical goods, and a manufacturer and reseller of a range of cannabis-based and complementary products. The Company has three major revenue groups, which are also its reportable segments:

1. House of Brands;

2. Commercial and Wholesale; and

3. Pharmaceuticals.

These segments reflect how the Company's operations are managed, how the Company's CEO, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured.

The Company's operates its manufacturing and distribution business through its United States, Germany, and Colombia subsidiaries. The Company also is engaged in the growth, cultivation, and development of medicinal cannabis and medicinal cannabis derivative products in Colombia.

The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price;

4. Allocate the transaction price to the performance obligations in the contract; and

5. Recognize revenue when or as the Company satisfies the performance obligations.

Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. Gross revenue excludes duties and taxes collected on behalf of third parties. Revenue is presented net of expected price discounts, sales returns, customer rebates and other incentives. The Company's cannabis consumption accessory products include a six-month warranty, which the Company accrues for the estimated liability based on historical and expected claim costs.

The Company's contracts with customers for the sales of products consist of one performance obligation. Revenue from product sales is recognized at the point in time when control is transferred to the customer, which is on shipment or delivery, depending on the contract terms. The Company's payment terms generally range from 0 to 30 days from the transfer of control, and sometimes up to six months.

Cost of sales

The Company includes the cost of raw materials and supplies, cannabis, purchased finished goods and changes in inventory reserves in cost of sales for each of its three reportable segments. Raw materials include the purchase cost of the materials, freight-in and duty. Cannabis costs are incurred during the cannabis growing and production process. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Finished goods include the cost of direct materials and labor and a proportion of manufacturing overhead allocated based on normal production capacity. Inventory reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The primary factors that can impact cost of goods sold on a period-to-period basis include the volume of products sold, the mix of product sold, third-party quality costs, transportation, overhead allocations and changes in inventory provisions.

Operating Expenses

The Company's operating expenses are apportioned based on the following categories:

Consulting and management fees include salary and benefit expenses for employees, directors and consultants for the Company's corporate activities, other than those included in one of general and administrative, share-based compensation, and research and development.

Professional fees include legal, audit and other expenses incurred by third-party service providers.

General and administrative include certain public company costs, merchant fees and temporary labor and subcontractor costs for the Company's operating subsidiaries.

Promotion and communication expenses consist primarily of services engaged in marketing and promotion of our products and costs associated with initiatives and development programs and salary and benefit expenses for certain employees.

Travel expenses relate to flight, lodging and incidental expenses for attending conferences, events and key business meetings.

Share-based compensation includes the cost of vesting of the Company's equity awards, including share options and restricted share awards.

Research and development expenses primarily consist of salary and benefit expenses for employees engaged in research and development activities, as well as other general costs associated with R&D activities.

Operating lease expense represents the cost of the Company's operating leases, primarily consisting of real estate and equipment.

Depreciation and amortization expense is provided on a straight-line basis over the corresponding assets' estimated useful lives.

Bad debt expense consists of changes in the provision for the Company's expected credit losses. The Company utilizes a provision matrix to estimate lifetime expected credit losses.

Asset impairment includes the difference between the fair value and carrying amount of the asset group. An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of an asset group.

Other expenses (income), net include miscellaneous expenses that do not fit the criteria for recognition in another category.

Non-Operating Expenses

Non-operating expenses include interest income and expenses, foreign exchange losses and unrealized losses from changes in fair value. Interest is primarily related to the Company's lease liabilities and operating lines of credit. Foreign exchange is largely related to the revaluation of balances denominated in foreign currencies to U.S. dollars. Unrealized losses from changes in fair value pertain to fluctuations in the fair values of the Company's investments and liabilities.

Income Tax

Income tax consists primarily of income taxes related to U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business.

Results of Operations

The following table sets forth the Company's consolidated results of operations for the fiscal years ended December 31, 2022 and 2021 (in thousands). The period-to-period comparisons of the Company's historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data have been derived from our audited consolidated financial statements included elsewhere in this Prospectus.

		For the year ended December 31,2022			For the year ended December 31,2021
Revenue	$	37,171		$	8,980
Gross profit		14,414			2,425
Consulting and management fees		11,342			7,324
Professional fees		4,398			4,269
General and administrative		4,495			922
Promotion and communication		8,416			3,585
Travel expenses		1,055			603
Share based compensation		3,404			1,340
Research and development		430			132
Operating lease expense		1,221			316
Depreciation and amortization		2,629			501
Bad debt expense		1,607			1,335
Other expenses (income), net		2,489			1,050
Goodwill and other asset impairments		26,235			51
Operating loss		(53,307	)		(19,003	)
Non-operating expenses		860			2,456
Net loss before taxes		(54,167	)		(21,459	)
Income tax benefit		(1,538	)		(98	)
Net loss for the period	$	(52,629	)	$	(21,361	)

Revenue

Revenue totaled $37.2 million and $9.0 million for the years ended December 31, 2022 and 2021, respectively. The increase was primarily driven by the following acquisitions:

• JustCBD contributed $32.2 million. If JustCBD was acquired at January 1, 2022, the Company's revenue and net loss would have increased by approximately $5.2 million and $1.6 million, respectively, during the year ended December 31, 2022. • Vessel contributed $7.1 million. If Vessel was acquired at January 1, 2021, the Company's revenue and net loss would have increased by approximately $6.5 million and $1.5 million, respectively, during the year ended December 31, 2021. • FGH contributed $0.1 million. If FGH was acquired at January 1, 2022, the Company's revenue and net loss would have increased by approximately $40.3 million and $19.0 million, respectively, during the year ended December 31, 2022. • The remaining fluctuations in revenue are related to lower revenues in the pharmaceuticals segment and intercompany eliminations pertaining to sales between Company subsidiaries that reduce revenue.

Revenues generated for the year ended December 31, 2022 by the House of Brands segment were $40.5 million compared to revenues generated for the year ended December 31, 2021 of $6.3 million. The increase primarily related to the acquisition of JustCBD in February 2022, which contributed $32.2 million as well as having the Vessel brand encompassed in our business for the full 2022 fiscal year, which contributed $6.0 million. This was partially offset by a decrease in Colombia brands of $3.9 million as unprofitable sales agreements effective in the second half of 2021 were not renewed in 2022.

Revenues generated for the year ended December 31, 2022 by the pharmaceuticals segment were $2.5 million compared to revenues generated for the year ended December 31, 2021 of $3.2 million. The decrease was mainly caused by a late 2021 sale of cannabis educational course content and materials to institutions in the Colombian market with no comparable sales in 2022, which totaled $0.4 million. Sales in Colombia of dermo-cosmetic products and pharmaceutical formulations decreased by $0.3 million, driven by lower demand and supply chain issues.

Revenues generated for the year ended December 31, 2022 by the commercial and wholesale segment were $0.2 million compared to revenues generated for the year ended December 31, 2021 of less than $0.1 million. The increase was driven by the acquisition of FGH in December 2022, which contributed $0.1 million. Flora generated its first revenues from its cultivation operation in Colombia during the year ended December 31, 2022 for a total $0.1 million.

Gross Profit

Gross profit totaled $14.4 million and $2.4 million for the years ended December 31, 2022 and 2021, respectively. The increase was primarily driven by the acquisitions of JustCBD, which contributed $11.2 million and Vessel, which contributed $2.0 million, partially offset by reduced margins in Colombia brands of $0.8 million driven by unfavorable product mix and the increased use of promotional discounts. As a percent of net sales, or gross margin, the Company reported 39% and 27% for the years ended December 31, 2022 and 2021, respectively.

Operating Expenses

Operating expenses totaled $67.7 million and $21.4 million for the years ended December 31, 2022 and 2021, respectively. The increase was primarily driven by asset impairments of $26.2 million, the acquisitions of JustCBD for a total of $12.5 million and Vessel for a total of $5.6 million, as well as costs related to increased staffing to support our expanded and future operations and promotional activities that supported the Company building its marketing strategy.

Consulting and Management Fees

Consulting and management fees were $11.3 million for the year ended December 31, 2022 compared to $7.3 million for the year ended December 31, 2021. These fees are related to employment and consulting contracts with most of the Company's management, as well as directors. The $4.0 million increase in 2022 primarily relates to increased staffing to support expanded and future operations.

Professional Fees

Professional fees totaled $4.4 million for the year ended December 31, 2022 compared to $4.3 million for the year ended December 31, 2021. These expenses are associated with legal, accounting and audit services. The 2022 expenses include $1.1 million in one-time acquisition and transaction related costs relating to the Company's acquisitions.

General and Administrative Expenses

General and administrative expenses totaled $4.5 million for the year ended December 31, 2022 compared to $0.9 million for the year ended December 31, 2021. The $3.6 million increase in 2022 is primarily due to the acquisition of JustCBD, which contributed $2.0 million due to increased merchant fees and temporary labor, an increase in investor relation costs of $0.6 million and general spending on the Company's Colombia operations of $0.6 million.

Promotion and Communication Expenses

Promotion and communication expenses totaled $8.4 million for the year ended December 31, 2022 compared to $3.6 million for the year ended December 31, 2021. The $4.8 million increase in 2022 is primarily due to the acquisition of JustCBD, which contributed $4.6 million, and Vessel, which contributed $0.9 million. A material component of JustCBD's business model is centered around promoting its products as a method for stimulating revenue growth. These increases were partially offset by cost reductions in other areas.

Travel Expenses

Travel expenses totaled $1.1 million for the year ended December 31, 2022 compared to $0.6 million for the year ended December 31, 2021. These expenses were for various trips related to the subsidiaries and the Company's promotional activities.

Share-based Compensation Expenses

Share based compensation expenses totaled $3.4 million for the year ended December 31, 2022 compared to $1.3 million for the year ended December 31, 2021. These expenses represent the amortization of the fair value of share-based payments. The $2.1 million increase in 2022 is primarily due to the stock options granted late in 2021 and throughout 2022, as well as restricted stock awards granted and expended during 2022 compared to minimal grants in 2021.

Research and Development Expenses

Research and development expenses totaled $0.4 million for the year ended December 31, 2022 compared to $0.1 million for the year ended December 31, 2021. Research and development expenses to date consist primarily of contract research fees, manufacturing, consultant fees, and study related costs related to cultivation of cannabis in Colombia for the Cosechemos business, as well as costs related to the launch of new brands for the Vessel business.

Operating Lease Expenses

Operating lease expenses totaled $1.2 million for the year ended December 31, 2022 compared to $0.3 million for the year ended December 31, 2021. The $0.9 million increase in 2022 is primarily due to the acquisition of JustCBD and its accompanying facility lease for $0.6 million and Vessel and its accompanying facility lease in November 2021 for $0.2 million.

Depreciation and Amortization Expense

Depreciation and amortization expenses totaled $2.6 million for the year ended December 31, 2022 compared to $0.5 million for the year ended December 31, 2021. The $2.1 million increase in 2022 is primarily due to the acquisition of JustCBD for $0.6 million in February 2022 and Vessel in November 2021 for $1.3 million.

Bad Debt Expense

Bad debt expense totaled $1.6 million for the year ended December 31, 2022 compared to $1.3 million for the year ended December 31, 2021. The increase of $0.3 million reflects the Company's estimate of lifetime expected losses related to outstanding trade receivables.

Other Expenses

Other expenses totaled $2.5 million for the year ended December 31, 2022 compared to $1.1 million for the year ended December 31, 2021. These expenses consist mainly of insurance, repairs and maintenance and royalties partially offset by miscellaneous incomes. The $1.4 million increase in 2022 is due to the acquisition of JustCBD in February 2022 for $0.7 million and Vessel in November 2021 for $0.2 million, as well as increased costs to support the overall increased operations of the Company.

Goodwill and other asset impairments

We incurred $26.2 million and $0.1 million in asset impairments for the years ended December 31, 2022 and 2021, respectively. We test goodwill for impairment during the fourth quarter of each fiscal year. During the fourth quarter of 2022, we determined that the decline in the value of our publicly traded common shares, declines in comparable public company share prices, as well as negative operating cash flows were indicators of impairment. We then concluded that the carrying values of our Vessel, JustCBD and pharmaceuticals reporting units were higher than their respective estimated fair values, and a goodwill impairment loss totaling $25.5 million was recognized in the year ended December 31, 2022.

The factors listed above representing goodwill impairment indicators were also indicators of impairment for certain other of our long-lived assets. We performed a quantitative analysis as of December 31, 2022 to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis resulted in impairments of property, plant and equipment and certain intangibles assets totaling $0.2 for the year ended December 31, 2021.

During the fourth quarter of 2022, the Company decided to consolidate operations and looked for subtenants for two building leases that have contractual lease obligations through 2026 and 2027. These leases are recorded on our statement of financial position as operating lease right of use assets. The lease assets have indicators of impairment as they are no longer used in the asset groups' operations, but we are actively seeking to sublease both spaces to generate income from the spaces. The resulting analysis resulted in an impairment of $0.6 million of operating lease right of use assets for the year ended December 31, 2022.

Non-operating Expenses

We incurred $0.9 million and $2.5 million in non-operating expenses for the years ended December 31, 2022 and 2021, respectively. These expenses consist of unrealized (gains) losses from change in fair value, interest (income) expense and foreign exchange loss. The decrease is due to a $1.3 million gain on the value of the contingent consideration related to the JustCBD acquisition and a $0.7 million reduction on the loss of an investment in an early-stage European cannabis company. This was partially offset by an increase in foreign exchange losses of $0.2 million, an impact of currency movements related to the euro and Canadian dollar.

Income Tax Benefit

We recognized $1.5 million and $0.1 million in income tax benefit for the years ended December 31, 2022 and 2021, respectively. Our effective tax rate during the year ended December 31, 2022 and 2021 was 2.8% and 0.5%, respectively. We maintain valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. In determining whether a valuation allowance is required, we consider such factors as prior earnings history, expected future earnings, carry-back and carry-forward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to believe its deferred tax assets are not more-likely-than-not to be realized and a full valuation allowance remains recorded against net deferred taxes as of December 31, 2022 and 2021.

Net loss

We incurred a net loss of $52.6 million and $21.4 million for the years ended December 31, 2022 and 2021, respectively. The increase in loss was driven by higher asset impairments of $26.2 million and increased operating expenses of $20.1 million, partially offset by increased gross profit of $12.0 million and income tax benefit of $1.4 million.

Adjusted EBITDA

Adjusted EBITDA is a non-U.S. GAAP financial measure that does not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. We calculate Adjusted EBITDA as total net loss, plus (minus) income taxes (benefit), plus (minus) interest expense (income), plus depreciation and amortization, plus (minus) non-operating expense (income), plus share based compensation expense, plus goodwill and other asset impairment charges, plus (minus) unrealized loss (gains) from changes in fair value, plus charges related to the flow-through of inventory step-up on business combinations, plus other acquisition and transaction costs. Management believes that Adjusted EBTIDA provides meaningful and useful financial information as this measure demonstrates the operating performance of the business.

Adjusted EBITDA margin % is a non-U.S. GAAP financial measure that does not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. We calculate Adjusted EBITDA margin % as Adjusted EBITDA, as described above, divided by revenue for the period.

The reconciliation of the Company's Adjusted EBITDA, a non-U.S. GAAP financial measure, to net loss, the most directly comparable U.S. GAAP financial measure, for the year ended December 31, 2022 and 2021 is presented in the table below:

(In thousands of United States dollars)		For the year endedDecember 31, 2022			For the year endedDecember 31, 2021
Net loss for the period	$	(52,629	)	$	(21,361	)
Income tax expense (benefit)		(1,538	)		(98	)
Interest (income) expense		(56	)		32
Depreciation and amortization		2,629			501
Non-operating expense (1)		323			79
Share based compensation		3,404			1,340
Goodwill and asset impairments		26,235			51
Unrealized loss from changes in fair value (2)		593			2,345
Charges related to the flow-through of inventory step-up on business combinations		1,676			342
Other acquisition and transaction costs		1,055			229
Adjusted EBITDA	$	(18,308	)	$	(16,540	)
Adjusted EBITDA Margin %		-49.3%			-184.2%

(1)	Non-operating expense includes foreign exchange gain (loss).
(2)	Unrealized loss from changes in fair value includes changes in the value of the Company's long-term investment in an early-stage European cannabis company and the value of the Company's contingent consideration associated with its acquisition of JustCBD.

Liquidity and Capital Resources

Since the Company's inception, we have funded our operations and capital spending through cash flows from product sales and proceeds from the sale of our capital stock. The Company is generating cash from sales and is deploying its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term to support our business growth and expansion. We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and consolidated statements of cash flows. We expect to continue to incur operating losses and negative cash flows for the foreseeable future. Our current, principal sources of liquidity are cash and cash equivalents provided by our operations and prior equity offerings. Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents were $9.5 million and $37.6 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company's current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they come due within twelve months from the date the consolidated financial statements were issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding through equity offerings, debt financing, or other forms of financing to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. If we are unable to raise the requisite funds, we will need to curtail or cease operations. See Note 2 to the audited consolidated financial statements for more information and "Risk Factors - Management has performed an analysis of our ability to continue as a going concern, and has determined that, based on our current financial position, there is a substantial doubt about our ability to continue as a going concern" in this Prospectus. We have based our estimates as to how long we expect we will be able to fund our operations on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. In the long-term, we may be required to obtain additional financing to fund our current planned operations, which may consist of incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. There can be no assurance that the Company will be able to obtain additional funds on terms acceptable to it, on a timely basis or at all. The failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the results of operations, and financial condition. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing shareholders will be diluted. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

The Company's primary uses of cash are for working capital requirements and capital expenditures. Additionally, from time to time, it may use capital for acquisitions and other investing and financing activities. Working capital is used principally for the Company's personnel as well as costs related to the growth, manufacture, and production of its products. The Company's capital expenditures consist primarily of additional facilities, improvements in existing facilities and product development.

Cash Flows

The following table sets forth the major components of the Company's condensed consolidated statements of cash flows for the periods presented.

(In thousands of United States dollars)		For the year ended December 31,2022			For the year ended December 31,2021
Cash used in operating activities	$	(15,935	)	$	(20,939	)
Cash from financing activities		4,413			58,397
Cash used in investing activities		(15,802	)		(14,550	)
Effect of exchange rate change		(755	)		(815	)
Change in cash during the period		(28,079	)		22,093
Cash, beginning of period		37,616			15,523
Cash, end of period	$	9,537		$	37,616

Cash used in Operating Activities

Net cash used in operating activities for the year ended December 31, 2022 and 2021 totaled $15.9 million and $20.9 million, respectively. Cash flows used in operating activities for the year ended December 31, 2022 were due primarily to operating expenses exceeding the gross profit for the year.

Cash flows used in operating activities for the year ended December 31, 2021 were due primarily to the increased operating expenses and net working capital requirements as operations increased in the second half of 2021 and having a full year impact of certain acquisitions in 2021 results. These increases in cash used in operating activities were partially offset by increased gross profit in 2021.

Cash from Financing Activities

Net cash provided from financing activities for the year ended December 31, 2022 and 2021 totaled $4.4 million and $58.4 million, respectively. Cash flows provided from financing activities for the year ended December 31, 2022 were primarily related to the Company's December 2022 Unit Offering (as described below) as well as from proceeds received from warrant and stock option exercises, partially offset by amounts used for equity issuances costs and for the Company's share repurchase program. Under the repurchase program, the Company repurchased 368,244 common shares at an average price of $0.69 per share.

Cash flows provided from financing activities for the year ended December 31, 2021 were primarily related to the Company's Regulation A Offering, the IPO, and a November 2021 Unit Offering (all described below) as well as proceeds received from warrant and stock option exercises.

Cash used in Investing Activities

Net cash used in investing activities for the year ended December 31, 2022 and 2021 totaled $15.8 million and $14.6 million, respectively. Cash flows used in investing activities for the year ended December 31, 2022 were primarily related to the acquisition of JustCBD in February 2022 and capital expenditures primarily to construct the cannabis cultivation buildings and production facilities in Colombia.

Cash flows used in investing activities for the year ended December 31, 2021 were primarily related to the acquisition of Vessel in November 2021, an investment in an early-stage European cannabis company, and capital expenditures primarily to construct the cannabis cultivation buildings and productions in Colombia.

Working Capital

As of December 31, 2022, we had working capital of $13.7 million. The Company's primary cash flow needs are for the development of its cannabis and pharmaceutical activities, administrative expenses and for general working capital to support growing sales and production with related receivables and payables.

Funding Requirements

Our continued existence is dependent on our ability to generate positive cash flows through synergies within its growing operations, expanding its production capacity and geographic footprint, exploring strategic partnerships, and pursuing accretive acquisitions to supplement its organic growth. we may be required in the future to raise additional capital through either equity or debt financings. To date, it has raised capital through multiple equity offerings. Our equity offerings in 2021 and 2022 are described below.

December 2022 Unit Offering

In December 2022, we closed an offering of 12,500,000 units of the Company at a price of $0.40 per unit for gross proceeds of $5.0 million (the "December 2022 Unit Offering"). Each unit is comprised of one common share of the Company and one common share purchase warrant (12,500,000 total warrants) to purchase one additional common share at an exercise price of $0.40 per share. The warrants expire on December 8, 2027. We paid $0.4 million in issuance costs relating to the December 2022 Unit Offering and issued 500,000 warrants issued to the placement agent. As of December 31, 2022, all of the warrants issued in connection with the December 2022 Unit Offering remain outstanding.

November 2021 Unit Offering

In November 2021, the Company closed an offering of 11,500,000 units of the Company at a price of $3.00 per unit for gross proceeds of $34.5 million (the "November 2021 Unit Offering"). Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant (5,750,000 total warrants) to purchase one additional common share at an exercise price of $3.75 per share. The warrants expire on November 18, 2026. The Company paid $2.7 million in issuance costs relating to the November 2021 Unit Offering and issued 460,000 warrants issued to the underwriters.

In December 2022, the Company repriced 1,325,000 warrants issued in the November 2021 Unit Offering to certain investors to $0.40 per share in connection with such investors' participation in the December 2022 Unit Offering.

As of December 31, 2022, all of the warrants issued in connection with the November 2021 Unit Offering remain outstanding.

Initial Public Offering

In May 2021, the Company closed its IPO upon which it issued 3,333,333 common shares of the Company at a price of $5.00 per common share for gross proceeds of $16.7 million. In connection with the closing, the Company paid issuance costs of $1.8 million and issued 632,000 warrants to the underwriters of the IPO valued at $1.3 million. The Company also issued 333,333 common shares to the CEO of the Company, valued at $1.7 million based on the IPO price per share of $5.00.

Regulation A Offering

During the year ended December 31, 2020, the Company announced an offering up to 13,333,287 units (the "Reg A Units") of the Company to be sold in a Regulation A offering circular under the Securities Act. Each Reg A Unit is comprised of one common share of the Company and one-half of one warrant to purchase one additional common share at an exercise price of $3.00 per share, subject to certain adjustments, over an 18-month exercise period following the date of issuance of the warrant. The Reg A Units were offered at a purchase price of $2.25 per Unit. We sold the Reg A Units through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act. During the year ended December 31, 2020, the Company issued 13,333,287 Reg A Units of the Company at a price of $2.25 per unit. In connection with the closing, the Company paid unit issuance costs of $3.1 million in cash.

On January 20, 2021, the Company issued 26,000 units of the Company at a price of $2.25 per unit for gross proceeds of $0.1 million. Each unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant to purchase one additional common share at an exercise price of $3.00 per warrant share, subject to certain adjustments, over an 18-month exercise period following the date of issuance of the warrant. The Company sold the units through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act. Additionally, the Company cancelled 28,000 units of the Company at a price of $2.25 per unit and valued at $0.1 million. The units were cancelled due to non-payment of the subscription price.

As of December 31, 2022, none of Reg A warrants remain outstanding.

Debt

In addition to the equity offerings described above, the Company also has access to a credit facility through its acquisition of FGH. The credit facility is in the amount of 1.0 million Euros with Hypoverinsbank, secured by the trade and other receivables of one of the subsidiaries of FGH. On December 31, 2022, the outstanding amount was 1.0 million Euros ($1.1 million USD). The credit facility has an interest rate of Euribor plus 2.95% per year and was initially set to mature on January 10, 2023. The Company and Hypoverinsbank amended to the credit facility to extend the maturity date to May 10, 2023.

Off-Balance Sheet Arrangements

As of December 31, 2022, the Company did not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Contractual Obligations

At December 31, 2022, the Company had the following contractual obligations to make future payments, representing contracts and other commitments that are known and committed:

(In thousands of United States dollars)		Total		Less than 1 Year		1 - 3 Years		More than 3 Years
Termination benefits (1)	$	183	$	183	$	-	$	-
Legal disputes (1)		3,030		3,030		-		-
Sales tax (1)		1,831		1,831		-		-
Contingent purchase consideration (2)		3,546		158		2,946		442
Operating lease obligations (3)		3,518		1,383		1,292		843
Long term debt (4)		1,086		1,086		-		-
Total	$	13,194	$	7,671	$	4,238	$	1,285

(1)	See Note 18 of the Company's Consolidated Financial Statements for the year ended December 31, 2022.
(2)	See Note 9 of the Company's Consolidated Financial Statements for the year ended December 31, 2022.
(3)	See Note 13 of the Company's Consolidated Financial Statements for the year ended December 31, 2022.
(4)	See Note 12 of the Company's Consolidated Financial Statements for the year ended December 31, 2022.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company's discussion and analysis of its financial condition and operating results require management to make judgments, assumptions and estimates that affect the amounts reported in the Company's consolidated financial statements and accompanying notes. Note 3, Significant Accounting Policies, of the Company's notes to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of its consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

The Company believes that the following critical accounting policies involve the more significant judgments and estimates used in the preparation of its consolidated financial statements and are the most critical to aid the reader in fully understanding and evaluating the Company's reported financial results. Management considers these policies critical because they are both important to the portrayal of the Company's financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Inventories

Inventories are comprised of raw materials and supplies, cannabis, internally produced work in progress, and finished goods. Inventories are initially valued at cost and subsequently at the lower of cost and net realizable value. Inventory cost is determined on a weighted average cost basis and any trade discounts and rebates are deducted from the purchase price. Raw material costs include the purchase cost of the materials, freight-in and duty. Costs incurred during the cannabis growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. The Company capitalizes pre-harvest cannabis costs. Finished goods include the cost of direct materials and labor and a proportion of manufacturing overhead allocated based on normal production capacity.

Net realizable value represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory and contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The impact of changes in inventory reserves is reflected in cost of sales.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition related costs are generally recognized in profit or loss as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed, are recognized at their fair value.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date. If, after assessment, the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured at the fair value of the acquiree's identifiable net assets.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations and comprehensive income.

When a business combination is achieved in stages, the Company's previously held equity interest in the acquiree is remeasured to its acquisition date fair value and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.

Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis over the assets' estimated useful lives, which do not exceed the contractual period, if any.

The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Amortization expense is recorded within depreciation and amortization on the consolidated statements of loss and comprehensive loss.

Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

Impairment of goodwill and indefinite-lived intangible assets

Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company reviews goodwill and indefinite lived intangible assets annually for impairment in the fourth quarter, or sooner, if events or circumstances indicate that the carrying amount of an asset may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than it carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill. The Company performs a one-step test to calculate the fair value of the asset and record goodwill impairment to the extent the fair value of the reporting unit exceeds its carrying amount. Several factors, including historical results, business plans, forecasts, market data and the weighting of valuation model results when multiple are developed, are used to determine the fair value.

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occurs.

Interest and penalties in respect of income taxes are not recognized in the consolidated statement of operations as a component of income taxes but as a component of interest expense.

Recently Adopted Accounting Principles

See Note 3, Significant Accounting Policies, of the notes to the consolidated financial statements for a discussion of recently issued accounting standards.

Management's Discussion and Analysis of Financial Condition and Results of Operations

for the Three and Six Months Ended June 30, 2023 and June 30, 2022

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") of Flora should be read in conjunction with the Company's unaudited consolidated financial statements for the three and six months ended June 30, 2023 and June 30, 2022, and the accompanying notes thereto included in this Prospectus, which have been prepared in accordance with U.S. GAAP.

Amounts are expressed in United States dollars ("$" or "USD") unless otherwise stated to be in Canadian dollars ("CAD"), Euro ("€" or "EUR"), or Colombia pesos ("COP"). Amounts stated in foreign currencies include approximate USD amounts based on exchange rates on December 31, 2022. Variance, ratio, and percentage changes in this MD&A are based on unrounded numbers. This MD&A reports the Company's activities through June 30, 2023, unless otherwise indicated.

Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent unce

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