Flora Growth Corp Withdraws Proposed Common Share Public Offering

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On January 28, 2026, Flora Growth Corp. officially withdrew its proposed public offering of common shares, halting its planned equity financing. The cancellation removes potential share dilution and delays the company’s access to fresh capital for its decentralized AI and pharmaceutical distribution operations.

1. Withdrawal of Proposed Public Offering

On January 28, 2026, Flora Growth Corp. announced that it has withdrawn its previously announced underwritten public offering of common shares. The decision follows market feedback and internal assessments of capital requirements for its transition to an asset management model focused on decentralized AI exposure. The withdrawal cancels any planned sale under the Company’s shelf registration statement on Form S-3 (File No. 333-274204), which was declared effective by the SEC on September 6, 2023. Management emphasized that the Company continues to maintain sufficient liquidity to fund operations and that no shareholder action is required as a result of this withdrawal.

2. Commencement of Underwritten Public Offering

One day prior, on January 27, 2026, Flora Growth Corp. had launched an underwritten public offering of common shares, appointing R.F. Lafferty & Co., Inc. as sole book-running manager. Under the terms of the offering, all shares were to be sold by the Company pursuant to the same shelf registration. The offering was structured through a prospectus supplement to be filed with the SEC, and its completion was conditioned on prevailing market conditions. While the offering has now been withdrawn, the initial filing underscored the Company’s strategy to raise additional capital to accelerate its pivot toward decentralized AI asset management.

3. Corporate Name Change to ZeroStack Corp.

Also on January 27, 2026, Flora Growth Corp. announced that it will rebrand as ZeroStack Corp., effective on or around January 29, 2026, on the Nasdaq Capital Market. Concurrent with the name change, the Company's common shares will trade under the new symbol ZSTK. The rebranding aligns with the Company’s strategic shift; it holds approximately 123 million native $0G tokens of the 0G decentralized AI operating system, which form the core of its asset-management portfolio. No consolidation of share capital will occur, and existing certificates will remain valid. The new CUSIP is 98956L101 and the new ISIN is CA98956L1013.

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