Business Context and Reporting Period
This Form 8-K is filed by Flora Growth Corp. (not Zerostack Corp.) on February 25, 2025. The company is incorporated in Ontario and trades on the NASDAQ Capital Market under the symbol FLGC. The filing addresses a regulatory notice regarding stock listing compliance.
Key Financial Metrics
This filing is a current report regarding listing status and does not contain financial statements. Consequently, data on revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes
The material event reported is the receipt of a notice from the Nasdaq Listing Qualifications Department. The notice states that for 30 consecutive business days, the company's common shares failed to maintain the required minimum closing bid price of $1.00 per share under Listing Rule 5550(a)(2).
Outlook, Risks, and Management Commentary
- Compliance Period: The company has 180 calendar days, until August 25, 2025, to regain compliance.
- Requirement: To comply, the closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days before the deadline.
- Contingency: If compliance is not achieved by August 25, 2025, the company may be eligible for an additional 180-day period, provided it meets other listing standards (e.g., market value of publicly held shares) and notifies Nasdaq of its intent to cure, potentially via a reverse stock split.
- Management Action: Management intends to actively monitor the share price and may consider available options, including a reverse stock split, to regain compliance.
Investor Verification Checklist
- Verify the current closing bid price of FLGC shares relative to the $1.00 threshold.
- Monitor for any future announcements regarding a reverse stock split or other capital structure changes.
- Check the company's market value of publicly held shares to ensure eligibility for a second compliance period if needed.
- Review upcoming quarterly reports for financial performance, as this 8-K contains no financial data.