Flora Growth Corp. 8-K

What Happened

• Flora Growth Corp. announced that at its December 19, 2025 special meeting shareholders approved an amendment to the Company's 2022 Incentive Compensation Plan. The amendment increased the number of Common Shares issuable under the plan from 115,385 to 1,506,892 and the number of Incentive Stock Options issuable from 21,795 to 847,843. The 2022 Plan Amendment became effective immediately upon shareholder approval.
• After the approval, the independent directors granted stock options under the amended plan to the Company’s Chief Executive Officer, Chief Financial Officer and Executive Chairman. The grants were issued in place of the options described in Proposal 4 of the proxy; the form of the Stock Option Agreement is filed as an exhibit to the 8-K.

Key Details

• Meeting date: December 19, 2025; 8-K filed December 22, 2025.
• Proposal approvals: All nine proposals (1–9) were approved, including:
  • Name-change authority to "ZeroStack Corp." (Proposal 1) — For: 307,327; Against: 53,559; Abstentions: 1,695.
  • 2022 Plan Amendment (Proposal 3) — For: 167,124; Against: 30,477; Abstentions: 606.
  • Grant of executive stock options (Proposal 4) — For: 166,325; Against: 30,688; Abstentions: 1,194.
  • Authorization for forward share split (2:1 to 10:1) (Proposal 8) — For: 280,700; Against: 70,061; Abstentions: 11,820.
  • Approvals related to issuances for the September 2025 private placement and related convertible notes (Proposals 5–7) were also approved for Nasdaq compliance.
• Exhibits filed include the amended 2022 Incentive Compensation Plan and the Form of Stock Option Agreement.

Why It Matters

• The approved increase in the equity plan substantially enlarges the pool of shares and options available for employee and executive compensation, which may lead to future dilution for existing shareholders as awards are exercised or shares are issued.
• The board’s immediate grants to top executives formalize incentive compensation under the expanded plan; investors should monitor future filings for the specific option sizes, vesting, and potential dilution when options are exercised.
• Shareholder approvals for a potential name change to "ZeroStack Corp." and for a forward split give the board flexibility for corporate repositioning and share structure changes without further shareholder votes, which can affect perception and market mechanics of the stock.