Correspondence 0001062993-25-006203 from ZeroStack Corp. (ZSTK)
ZeroStack Corp.
Date: March 25, 2025 · CIK: 0001790169 · Accession: 0001062993-25-006203
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285170
Referenced dates: March 7, 2025
Letter
Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com
SUBMISSION VIA EDGAR March 25, 2025 Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller and Jason Drory Re: Responses to the Securities and Exchange Commission Staff Comments dated March 7, 2025 regarding Flora Growth Corp. Registration Statement on Form S-3 Filed February 24, 2025 File No. 333-285170 Dear Ladies and Gentlemen: This letter responds to the written comments from the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC ") set forth in the March 7, 2025 letter regarding the above-referenced Registration Statement on Form S-3 (the " Registration Statement ") of Flora Growth Corp. (the " Company ", " we ," " our ," or " us ") filed on February 24, 2025. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneous with the transmission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-3 (the " Form S-3/A ") responding to the Staff's comments and including certain other revisions and updates. Page numbers in the text of the Company's responses correspond to page numbers in the Form S-3/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form S-3/A. Our responses are as follows: Registration Statement on Form S-3 Filed February 24, 2025 Cover Page Staff Comment No. 1. Please disclose how many shares of common stock underlying the SARs have vested as of a recent practicable date and how many shares may vest in the future.
March 25, 2025 Page 2
Company's Response: In response to the Staff's comment, we have added disclosure to the cover page of the Prospectus to disclose that as of March 20, 2025, 437,500 shares of common stock underlying the SARs have vested and that 2,138,645 shares may vest in the future. Stock Appreciation Rights, page 11 Staff Comment No. 2. We note your disclosure on page 13 that the December 2024 Stock Appreciation Rights were granted pursuant to the Company's 2022 Incentive Compensation Plan. Please revise your disclosure to clarify whether the December 2023 Stock Appreciation Rights and the August 2024 Stock Appreciation Rights were also granted pursuant to the Company's 2022 Incentive Compensation Plan. Company's Response: In response to the Staff's comment, we have added disclosure on pages 10-12 to clarify that the December 2023 Stock Appreciation Rights and the August 2024 Stock Appreciation Rights were granted outside of the Company's 2022 Incentive Compensation Plan. General Staff Comment No. 3. We note that you filed this registration statement more than 45 days after the end of your fiscal year. As you do not appear to meet the age of financial statement requirements of Rule 8-08(b) of Regulation S-X, you will need to include your audited financial statements or file and incorporate by reference your annual report for fiscal year ended December 31, 2024 before we will accelerate the effective date of your registration statement. For additional guidance, please refer to Section 1220.3 of the Division's Financial Reporting Manual. Company's Response: In response to the Staff's comment, we have revised the disclosure on page 18 to incorporate by reference our annual report for the fiscal year ended December 31, 2024. *****
March 25, 2025 Page 3
Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (416) 835-1703, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.
Sincerely,
Flora Growth Corp.
/s/ Dany Vaiman
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Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com
SUBMISSION VIA EDGAR
March 25, 2025
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Tim Buchmiller and Jason Drory
Re: Responses to the Securities and Exchange Commission
Staff Comments dated March 7, 2025 regarding
Flora Growth Corp.
Registration Statement on Form S-3
Filed February 24, 2025
File No. 333-285170
Dear Ladies and Gentlemen:
This letter responds to the written comments from the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC ") set forth in the March 7, 2025 letter regarding the above-referenced Registration Statement on Form S-3 (the " Registration Statement ") of Flora Growth Corp. (the " Company ", " we ," " our ," or " us ") filed on February 24, 2025. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly. Simultaneous with the transmission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-3 (the " Form S-3/A ") responding to the Staff's comments and including certain other revisions and updates.
Page numbers in the text of the Company's responses correspond to page numbers in the Form S-3/A. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form S-3/A.
Our responses are as follows:
Registration Statement on Form S-3 Filed February 24, 2025
Cover Page
Staff Comment No. 1.
Please disclose how many shares of common stock underlying the SARs have vested as of a recent practicable date and how many shares may vest in the future.
March 25, 2025
Page 2
Company's Response:
In response to the Staff's comment, we have added disclosure to the cover page of the Prospectus to disclose that as of March 20, 2025, 437,500 shares of common stock underlying the SARs have vested and that 2,138,645 shares may vest in the future.
Stock Appreciation Rights, page 11
Staff Comment No. 2.
We note your disclosure on page 13 that the December 2024 Stock Appreciation Rights were granted pursuant to the Company's 2022 Incentive Compensation Plan. Please revise your disclosure to clarify whether the December 2023 Stock Appreciation Rights and the August 2024 Stock Appreciation Rights were also granted pursuant to the Company's 2022 Incentive Compensation Plan.
Company's Response:
In response to the Staff's comment, we have added disclosure on pages 10-12 to clarify that the December 2023 Stock Appreciation Rights and the August 2024 Stock Appreciation Rights were granted outside of the Company's 2022 Incentive Compensation Plan.
General
Staff Comment No. 3.
We note that you filed this registration statement more than 45 days after the end of your fiscal year. As you do not appear to meet the age of financial statement requirements of Rule 8-08(b) of Regulation S-X, you will need to include your audited financial statements or file and incorporate by reference your annual report for fiscal year ended December 31, 2024 before we will accelerate the effective date of your registration statement. For additional guidance, please refer to Section 1220.3 of the Division's Financial Reporting Manual.
Company's Response:
In response to the Staff's comment, we have revised the disclosure on page 18 to incorporate by reference our annual report for the fiscal year ended December 31, 2024.
*****
March 25, 2025
Page 3
Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (416) 835-1703, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388.
Sincerely,
Flora Growth Corp.
/s/ Dany Vaiman
Dany Vaiman
Chief Financial Officer
cc: Richard Raymer, Dorsey & Whitney LLP