Flora Growth Announces Results Of 2025 Special Meeting Of Shareholders

December 19, 2025 4:33 PM EST | Source: Flora Growth Corp.

Fort Lauderdale, Florida--(Newsfile Corp. - December 19, 2025) - Flora Growth Corp. (NASDAQ: FLGC) ("Flora" or the "Company"), which is set to rebrand as ZeroStack, and is the first public company to offer exposure to Decentralized AI through the accumulation of $0G, the native cryptocurrency of the distributed AI infrastructure project 0G ("$0G"), held its 2025 Special Meeting of Shareholders (the "Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Meeting are as follows:

Proposal 1: To give the board of directors of the Company (the "Board") the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to change the name of the Company to "ZeroStack Corp." or to such other name as the Board, in its sole discretion, determines to be appropriate:

Proposal 2: To give the Board the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares, no par value, of the Company (the "Common Shares") and the preferred shares, as a class:

Proposal 3: To approve an amendment (the "2022 Plan Amendment") to the Company's 2022 Plan to the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024 and June 30, 2025 (the "2022 Plan"), to (i) increase the number of Common Shares issuable thereunder from 115,385 to 10% of the fully diluted Common Shares as of the date the shareholders approve the 2022 Plan Amendment and (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 21,795 to the lower of (A) 2,000,000 and (B) the number of Common Shares issued and outstanding as of the date the shareholders approve the 2022 Plan Amendment:

Proposal 4: To approve the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman.

Proposal 5: To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying pre-funded warrants and warrants sold in the Company's private placement transactions entered into by the Company with certain investors, pursuant to securities purchase agreements, dated on or about September 19, 2025 (the "September 2025 Private Placement"):

Proposal 6: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of Common Shares underlying the convertible note issued to DeFi Development Corp in the Company's September 2025 Private Placement:

Proposal 7: To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of Common Shares underlying the convertible note issued to Zero Gravity Labs Inc. in the Company's September 2025 Private Placement:

Proposal 8: To give the Board the authority, at its discretion, to file Articles of Amendment to the Company's amended and restated Articles of Incorporation to effect a forward share split of the Company's outstanding Common Shares, at a ratio between 2:1 to 10:1, without reducing the authorized number of Common Shares, to be effected, if at all, in the sole discretion of the Board at any time within one year of the date of the Meeting without further approval or authorization of our shareholders:

Proposal 9: To approve one or more adjournments or postponements of the Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Meeting to approve one or more of Proposals Nos. 1-8 at the time of such adjournment or postponement or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate:

Based on the foregoing votes, Proposals 1, 2, 3, 4, 5, 6, 7, 8 and 9 were approved. No other matters were considered or voted upon at the Meeting.

About Flora Growth Corp:

Flora Growth Corp., which is set to be rebranded as ZeroStack, is the first and largest decentralized AI treasury company that is investing in the future of AI infrastructure through the $0G token. The Company is a global pharmaceutical distributor through its wholly owned subsidiary Phatebo GmbH. For more information, visit

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at . Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

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Source: Flora Growth Corp.

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