Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0002093136 XXXXXXXX LIVE 1 Common Shares, no par value 12/19/2025 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 471208 4902220 471208 4902220 5373428 86.4 IN Y Zero Gravity Labs Inc. OO DE 0 4902220 0 4902220 4902220 85.3 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 December 19, 2025, the Issuer granted to the Reporting Person 471,208 stock options, exercisable for shares of common stock of the Issuer at an exercise price of $7.31 per share. The options vest in five equal installments subject to the Issuer's common stock meeting the following volume weighted average price ("VWAP") thresholds: 20% following VWAP of $10.97; 20% following VWAP of $14.62; 20% following VWAP of $18.28; 20% following VWAP of $21.93; and 20% following VWAP of $25.59. 5,373,428 common shares; 86.4% i) 4,902,220 total shared voting and dispositive authority: 471,208 total sole voting and dispositive authority; Total Shares: 5,373,428; Percentage - 86.4% ii) 0 sole voting and dispositive authority: 4,902,220 shared voting and dispositive authority; Total Shares: 4,902,220; Percentage - 85.3% See Item 4 Not applicable Not applicable Not applicable Exhibit 99.1 - Joint Filing Agreement dated December 22, 2025 Heinrich Michael Michael Heinrich Reporting Person 12/22/2025 Zero Gravity Labs Inc. Michael Heinrich Director of Zero Gravity Labs Inc. 12/22/2025