Sec Form 13D Filing - Starke Clifford filing for Flora Growth Corp. (FLGC) - 2024-12-17

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 5 TO

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Flora Growth Corp.

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

339764102

(CUSIP Number)

 

Clifford Starke

Pia Porras 75 San Francisco

Panama City, Panama

 

With a copy to:

 

Dorsey & Whitney LLP

66 Wellington Street W., Suite 3400

Toronto, Ontario M5K 1E6 Canada

(416) 367-7370

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 339764102

 

1	NAMES OF REPORTING PERSONS
	Clifford Starke (the “Reporting Person”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF and OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,850,886
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,850,886
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,850,886
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 339764102

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on January 6, 2023 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Flora Growth Corp., an Ontario Corporation (the “Issuer”), as amended on April 21, 2023, November 15, 2023, and April 15, 2024, and September 11, 2024. Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D, as amended. The Reporting Person hereby amends and supplements the Schedule 13D as follows.

Item 1.

Security and Issuer

 

(a)	Title of Class of Securities:

 

Common Shares, no par value

 

(b)	Name of Issuer:

 

Flora Growth Corp., an Ontario corporation

 

(c)	Address of Issuer’s Principal Executive Offices:

 

3230 W. Commercial Blvd., Suite 180

Fort Lauderdale, FL 33309

 

Item 2.

Identity and Background

 

(a)	Name of Reporting Person:

 

Clifford Starke

 

(b)	Principal Business Address:

 

The principal business address of the Reporting Persons is: 3230 W. Commercial Blvd., Suite 180, Fort Lauderdale, FL 33309

 

(c)	Occupation, Employment and Other Information:

 

The Reporting Person is a director and the Chief Executive Officer of the Issuer.

 

(d)	Criminal convictions:

 

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)	Civil proceedings:

 

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)	Citizenship:

 

Canada

 

Item 3.

Source and Amount of Funds or Other Consideration

PF and OO

Item 4.

Purpose of Transaction

 

The transactions described in Item 5(c) below were made in the ordinary course of business and the Reporting Person has no plans or proposals regarding the acquisition or disposition of securities of the Issuer outside of the ordinary course of business that would result in an extraordinary corporate transaction, a sale or transfer of material assets of the Issuer or its subsidiaries, a change in the current board of directors or management of the Issuer, including the number or term of existing directors or to fill any vacancies on the board of directors of the Issuer, any material change in the present capitalization or dividend policy of the Issuer, any other material change in the Issuer’s business or corporate structure, any changes to the Issuer’s charter, bylaws or instruments corresponding thereto or any other actions which may impede the acquisition of control of the Issuer by any person, any action to cause a class of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, any action resulting in eligibility for termination of registration of the Issuer’s securities pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or any other similar action.

 

Item 5.

Interests in Securities of the Issuer:

 

 

Number of shares as to which the Reporting Person has:

 

 

 

 

 

 

 

(c)  On September 13, 2024, the Reporting Person purchased 6,795 shares of the Issuer’s common stock, at $0.95 per share for a total purchase price of $611.55.

 

On December 15, 2024, the Issuer granted 900,000 restricted stock awards, with immediate vesting, to the Reporting Person.

 

(d) None

 

(e) Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Other than described in this Amended Schedule 13D, to the knowledge of the Reporting Person there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to the securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits

 

Not applicable

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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