Flora Growth Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On December 29, 2025, Flora Growth Corp. (the "Company") entered into a note settlement agreement (the "Note Settlement Agreement") with DeFi Development Corp. (the "Holder") pursuant to which the Solana-denominated convertible note issued to the Holder pursuant to the September 19, 2025 securities purchase agreement between the Company and the Holder (the "Note") was settled.
The Note Settlement Agreement provides that upon payment by the Company to the Holder on or before January 6, 2026 of: (i) 96,161.907647528 Solana, (ii) US$1,750,000 in cash and (iii) 111,550 common shares of the Company, no par value, with a value of US$6.90 per share (the "Settlement Shares"), then the Company shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full, the Company shall have no further obligations under the Note and the Note shall be deemed to be satisfied.
The Note Settlement Agreement includes customary representations, warranties and covenants by the Company and Holder for an agreement of its type. Additionally, both the Company and Holder agreed to a mutual release from any and all claims, demands, causes of action, complaints, agreements, promises (express or implied), contracts, undertakings, covenants, guarantees, grievances, liabilities, damages, rights, obligations, expenses, debts and demands.
The Note Settlement Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Note Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
Item 1.02 Termination of a Material Definitive Agreement.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 1.02.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The Settlement Shares issuable under the Note Settlement Agreement are being issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
Item 9.01. Exhibits.
| Exhibit | Description |
| 10.1 | Note Settlement Agreement by and between Flora Growth Corp. and DeFi Development Corp., dated December 29, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLORA GROWTH CORP. | |
| (Registrant) | |
| Dated: December 31, 2025 | |
| By: /s/ Dany Vaiman | |
| Dany Vaiman | |
| Chief Financial Officer |