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SCHEDULE 13D 0002093136 XXXXXXXX LIVE Common Shares, no par value 10/23/2025 0001790169 339764102 Flora Growth Corp. 3230 W. Commercial Blvd., Suite 180 Fort Lauderdale FL 33132 Richard Raymer (416) 367-7370 Dorsey & Whitney LLP 66 Wellington St. W., Suite 3400 Toronto A6 M5K 1E6 Michael Heinrich (416) 861-2267 Zero Gravity Labs Inc. 548 Market Street, PMB 33721 San Francisco CA 94104 0002093136 N Heinrich Michael OO X1 4902220 0 4902220 0 4902220 87.0 IN Y Zero Gravity Labs Inc. OO DE 0 4902220 0 4902220 4902220 87.0 CO Common Shares, no par value Flora Growth Corp. 3230 W. Commercial Blvd., Suite 180 Fort Lauderdale FL 33132 i) Michael Heinrich (the "Reporting Person") ii) Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person ("0G") i) and ii) 548 Market Street, PMB 33721, San Francisco, CA 94104 The present occupation of the Reporting Person is Chief Executive Officer of 0G, 548 Market Street, PMB 33721, San Francisco, CA 94104. The Reporting Person is also a director and the Chairman of the Board of the Issuer as of September 20, 2025. The Reporting Person and 0G have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person and 0G have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding 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. i) United States ii) Delaware i) and ii) OO On September 20, 2025, the Reporting Person was appointed as a director and as the Chairman of the Board of the Issuer. On October 22, 2025, the Issuer's shareholders approved the issuance of a convertible promissory note dated October 23, 2025 (the "Note") to 0G. The principal amount of the Note, having a U.S. dollar value of $150,000,000, may be converted at the option of the OG into common shares of the Issuer at a conversion price of US$33.34 per share. The total number of Issuer common shares underlying the principal amount of the Note are 4,499,100. The total number of common shares of the Issuer underlying the interest on the Note, projected through September 30, 2026 are 403,120. 4,902,000 common shares; 87.0% i) Total sole voting and dispositive authority: 4,902,220; total shared voting and dispositive authority: 0; Total Shares: 4,902,220; Percentage - 87.0% ii) Total sole voting and dispositive authority: 0; total shared voting and dispositive authority: 4,902,220; Total Shares: 4,902,220; Percentage - 87.0% On September 20, 2025, the Reporting Person was appointed as a director and as the Chairman of the Board of the Issuer. On September 19, 2025, the Issuer entered into a loan agreement with 0G whereby the Issuer agreed to issue to 0G a total of 1,786,432 exercisable for common shares of the Issuer at an exercise price of $0.01 per share. The warrants were cancelled and replaced with the Note on October 23, 2025, following shareholder approval. Not applicable Not applicable Form of Convertible Note dated September 22, 2025, between the Issuer and 0G Exhibit 4.4 Form of Convertible Note dated as of September 22, 2025 (incorporated by reference to Exhibit 4.4 of 8-K filed with the SEC on September 23, 2025) Exhibit 99.1 - Joint Filing Agreement dated October 26, 2025 Heinrich Michael Michael Heinrich Reporting Person 10/26/2025 Zero Gravity Labs Inc. Michael Heinrich Director of Zero Gravity Labs Inc. 10/26/2025