SecProbe.io

CORRESP
 1
 filename1.htm

 Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

 May 20, 2025
 VIA EDGAR
 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
 Re:   Request for Acceleration - Flora Growth Corp.
 Registration Statement on Form S-3
 Filed May 14, 2025
 (File No. 333-287261)
 Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Flora Growth Corp. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-287261), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on May 22, 2025, or as soon thereafter as practicable.
 The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.
 Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

 Sincerely,

 Flora Growth Corp.

 By:
 /s/ Dany Vaiman

 Name:
 Dany Vaiman

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Clifford Starke
Chief Executive Officer
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, FL 33309

 Re: Flora Growth Corp.
 Registration Statement on Form S-3
 Filed May 14, 2025
 File No. 333-287261
Dear Clifford Starke:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Richard Raymer
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

 March 26, 2025
 VIA EDGAR
 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
 Re:   Request for Acceleration - Flora Growth Corp.
 Registration Statement on Form S-3
 Filed February 24, 2025
 (File No. 333-285170)
 Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Flora Growth Corp. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-285170), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on March 28, 2025, or as soon thereafter as practicable.
 The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.
 Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

 Sincerely,

 Flora Growth Corp.

 By:
 /s/ Dany Vaiman

 Name:
 Dany Vaiman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 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

March 7, 2025
Clifford Starke
Chief Executive Officer
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, FL 33309
Re:Flora Growth Corp.
Registration Statement on Form S-3
Filed February 24, 2025
File No. 333-285170
Dear Clifford Starke:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Cover Page
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.
Stock Appreciation Rights, page 11
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.

March 7, 2025
Page 2
General
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tim Buchmiller at 202-551-3635 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Raymer, Esq.

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

    December 9, 2024

    VIA EDGAR

    Nicholas Panos

    Brian Soares

    Office of Mergers and Acquisitions

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

     Re: Flora Growth Corp.

     Schedule 13D Filed by Dany Vaiman

     Filed September 12, 2024

     Comment Letter Dated December 3, 2024

     File No. 005-93855

    This letter, which is being submitted on behalf of Dany Vaiman (the "Reporting Person"), responds to the comments of the staff of the United Securities and Exchange Commission (the "Staff") contained in your letter dated December 3, 2024 (the "Comment Letter") with respect to the Schedule 13D filed by the Reporting Person on September 12, 2024 (the "Schedule 13D").

    The responses set forth in this letter are numbered so as to correspond to the numbering of the comments in the Comment Letter. For ease of reference, we have also included the text of the applicable comment from the Comment Letter in boldface form below.

    Schedule 13D Filed September 12, 2024

    General

    1. We note that the event reported as requiring the filing of the Schedule 13D was August 14, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the August 14, 2024 event date, the Schedule 13D submitted on September 12, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition.

    The Schedule 13D was not filed within the required five business days after the August 14, 2024 event date due to an oversight on the part of the Reporting Person, resulting from recent changes to filing deadlines. Upon the Reporting Person becoming aware of the oversight, they caused the Schedule 13D to be filed as promptly as possible. The failure to meet the deadline was not deliberate on the part of the Reporting Person, and the Reporting Person does not believe they gained any advantage as a result of the filing of the Schedule 13D past the deadline. The Reporting Person understands the requirements and importance of compliance with Section 13(d) filing timelines and will work to ensure that future filings will be made in a timely manner.

    * * *

    Please do not hesitate to contact Richard Raymer, our outside legal counsel, at (416) 367-7388 with any questions you may have regarding this letter.

    Yours truly,

    Flora Growth Corp.

    /s/ Dany Vaiman

    Dany Vaiman

        -2-

December 3, 2024
Dany Vaiman
Reporting Person
Flora Growth Corp.
3230 W. Commercial Blvd., Suite 180
Fort Lauderdale, FL 33309
Re:Flora Growth Corp.
Schedule 13D by Dany Vaiman
Filed September 12, 2024
File No. 005-93855
Dear Dany Vaiman:
            We have conducted a limited review of the above-captioned filing and have the
following comment .
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies t o your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this  comment, we may have additional comments.
Schedule 13D Filed September 12, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
August 14, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within five business days after the date beneficial ownership of more than five
percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired.
Based on the August 14, 2024 event date, the Schedule 13D submitted on September
12, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed
within the required five business days after the date of the acquisition.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

December 3, 2024
Page 2
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

    August 6, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Tyler Howes

    Re: Flora Growth Corp. - Offering Statement on Form 1-A (File No. 024-12465)

    Ladies and Gentlemen:

    On behalf of Flora Growth Corp., we hereby request qualification of the Offering Statement on Form 1-A (File No. 024-12465), as amended (the "Offering Statement"). We respectfully request that the Offering Statement become effective as of 4:30pm, Eastern Time, on August 7, 2024, or as soon thereafter as is reasonably practicable.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

            Sincerely,

            Flora Growth Corp.

            /s/ Dany Vaiman

            Name: Dany Vaiman

            Title:  Chief Financial Officer

July 22, 2024
Clifford Starke
Chief Executive Officer
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, FL 33309
Re:Flora Growth Corp.
Offering Statement on Form 1-A
Filed July 16, 2024
File No. 024-12465
Dear Clifford Starke:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of
Regulation A requires you to file periodic and current reports, including a Form 1-K which will
be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Raymer, Esq.

July 2, 2024
Clifford Starke
Chief Executive Officer
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida 33309
Re:Flora Growth Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 31, 2024
File No. 001-40397
Dear Clifford Starke:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Raymer

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

June 21, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Jimmy McNamara and Alan Campbell

    Re: Responses to the Securities and Exchange Commission

    Staff Comment dated June 12, 2024, regarding

    Flora Growth Corp.'s

    Preliminary Proxy Statement on Schedule 14A

    Filed May 31, 2024

    File No. 001-40397

    Dear Sirs:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the June 12, 2024 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the "Preliminary Proxy Statement") of Flora Growth Corp. (the "Company" or "our") filed on May 31, 2024 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Preliminary Proxy Statement (the "Amended Preliminary Proxy Statement"), responding to the Staff's comments.

    For your convenience, the Staff's comments are included below. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Amended Preliminary Proxy Statement.

    Our response is as follows:

    Preliminary Proxy Statement on Schedule 14A

    Proposal No. 5 - Approval of Share Issuance Proposal

    Background and Reasons for the Acquisition, page 72

    Staff Comment No. 1.

    Please revise your disclosure throughout this section to provide greater detail as to the background of the acquisition, including the material issues discussed and key negotiated terms at each meeting. We note your disclosure that "[o]ver the next week negotiations continued and reached a mutually agreed upon level between the management of Flora and TruHC" does not provide specificity in this regard. The disclosure should provide stockholders with an understanding of how, when, and why the material terms of your proposed acquisition evolved. In your revised disclosure, please ensure that you address the following:

    • the material terms for any proposals and subsequent proposals and counter offers;

    • negotiation of any documents and the parties involved; and

    • valuations.

    For guidance, please refer to Item 14(b)(7) of Schedule 14A and Items 1005(b) and 1011(a) of Regulation M-A.

    Company's Response:

    In response to the Staff's comment, the Company has revised the disclosure on page 73 of the Amended Preliminary Proxy Statement.

    Staff Comment No. 2.

    We note your disclosure that "TruHC was selected as the top candidate to pursue an acquisition transaction in Germany." Please expand your disclosure to discuss how many companies were considered and the reasons why TruHC was selected as the top candidate.

    Company's Response:

    In response to the Staff's comment, the Company has expanded the disclosure on page 73 of the Amended Preliminary Proxy Statement.

    Staff Comment No. 3.

    To the extent material, please identify the individuals who participated in the meetings and discussions described in this section. For example only, please identify TruHC's management, the Company's executive management team and the Company's advisors.

    Company's Response:

    In response to the Staff's comment, the Company has added disclosure on page 73 of the Amended Preliminary Proxy Statement.

    Staff Comment No. 4.

    Please disclose whether you retained a financial advisor. To the extent that you did not retain a financial advisor, please explain why.

    Company's Response:

    In response to the Staff's comment, the Company has added disclosure on page 73 of the Amended Preliminary Proxy Statement.

    Interests of TruHC's Officers and its Managers in the Acquisition

    Employment Agreements, page 76

    Staff Comment No. 5.

        2

    We note your disclosure that no consideration was received by TruHC in connection with consummation of the Acquisition. We also note your disclosure on page 113 regarding the consideration received by TruHC in the acquisition. Please revise or otherwise advise.

    Company's Response:

    In response to the Staff's comment, the Company notes that the reference on page 76 is to "TruHC" and the reference on page 113 is to "TruHC Holding." Pursuant to the Stock Purchase Agreement, Flora issued Common Shares, and will issue additional Common Shares upon shareholder approval, to TruHC Holding. Accordingly, TruHC will not be receiving consideration in connection with the consummation of the Acquisition.

    General

    Staff Comment No. 6.

    Please include a summary term sheet. Refer to Item 14(b)(1) of Schedule 14A and corresponding Item 1001 of Regulation M-A.

    Company's Response:

    In response to the Staff's comment, the Company has included a summary term sheet on page 1 of the Amended Preliminary Proxy Statement.

    * * * * *

        3

    Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at Dany.Vaiman@floragrowth.com, or Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or raymer.richard@dorsey.com.

            Sincerely,

            Flora Growth Corp.

            /s/  Dany Vaiman

            Dany Vaiman, CFO

    cc:    Richard Raymer, Dorsey & Whitney LLP

United States securities and exchange commission logo
June 12, 2024
Clifford Starke
Chief Executive Officer
Flora Growth Corp.
3230 W. Commercial Boulevard, Suite 180
Fort Lauderdale, Florida 33309
Re:Flora Growth Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 31, 2024
File No. 001-40397
Dear Clifford Starke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 5 – Approval of Share Issuance Proposal
Background and Reasons for the Acquisition, page 72
1.Please revise your disclosure throughout this section to provide greater detail as to the
background of the acquisition, including the material issues discussed and key negotiated
terms at each meeting. We note your disclosure that "[o]ver the next week negotiations
continued and reached a mutually agreed upon level between the management of Flora
and TruHC" does not provide specificity in this regard. The disclosure should provide
stockholders with an understanding of how, when, and why the material terms of your
proposed acquisition evolved. In your revised disclosure, please ensure that you address
the following:

•the material terms for any proposals and subsequent proposals and counter offers;
•negotiation of any documents and the parties involved; and
•valuations.

For guidance, please refer to Item 14(b)(7) of Schedule 14A and Items 1005(b) and

 FirstName LastNameClifford  Starke
 Comapany NameFlora Growth Corp.
 June 12, 2024 Page 2
 FirstName LastName
Clifford  Starke
Flora Growth Corp.
June 12, 2024
Page 2
1011(a) of Regulation M-A.
2.We note your disclosure that "TruHC was selected as the top candidate to pursue an
acquisition transaction in Germany." Please expand your disclosure to discuss how many
companies were considered and the reasons why TruHC was selected as the top candidate.
3.To the extent material, please identify the individuals who participated in the meetings
and discussions described in this section. For example only, please identify TruHC's
management, the Company's executive management team and the Company's advisors.
4.Please disclose whether you retained a financial advisor. To the extent that you did not
retain a financial advisor, please explain why.
Interests of TruHC's Officers and its Managers in the Acquisition
Employment Agreements, page 76
5.We note your disclosure that no consideration was received by TruHC in connection with
consummation of the Acquisition. We also note your disclosure on page 113 regarding the
consideration received by TruHC in the acquisition. Please revise or otherwise advise.
General
6.Please include a summary term sheet. Refer to Item 14(b)(1) of Schedule 14A and
corresponding Item 1001 of Regulation M-A.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Raymer

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

    April 30, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - Flora Growth Corp.

    Registration Statement on Form S-3

    Filed April 23, 2024

    (File No. 333-278884)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Flora Growth Corp. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-278884), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on May 2, 2024, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

                Sincerely,

                Flora Growth Corp.

                By:

                /s/ Dany Vaiman

                Name:

                Dany Vaiman

                Title:

                Chief Financial Officer

United States securities and exchange commission logo
April 30, 2024
Dany Vaiman
Chief Financial Officer
Flora Growth Corp.
3406 SW 26th Terrace, Suite C-1
Fort Lauderdale, Florida 33312
Re:Flora Growth Corp.
Registration Statement on Form S-3
Filed April 23, 2024
File No. 333-278884
Dear Dany Vaiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Raymer

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

    October 25, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - Flora Growth Corp.

    Registration Statement on Form S-1

    Filed October 18, 2023

    (File No. 333-275067)

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Flora Growth Corp. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (File No. 333-275067), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on October 26, 2023, or as soon thereafter as practicable.

    The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

                Sincerely,

                Flora Growth Corp.

                By:

                /s/ Dany Vaiman

                Name:

                Dany Vaiman

                Title:

                Chief Financial Officer

United States securities and exchange commission logo
October 25, 2023
Dany Vaiman
Chief Financial Officer
Flora Growth Corp.
3406 SW 26th Terrace, Suite C-1
Fort Lauderdale , FL 33312
Re:Flora Growth Corp.
Registration Statement on Form S-1
Filed October 18, 2023
File No. 333-275067
Dear Dany Vaiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Raymer

CORRESP
1
filename1.htm

    Flora Growth Corp.: CORRESP - Filed by newsfilecorp.com

    Flora Growth Corp.

    3406 SW 26th Terrace, Suite C-1

    Fort Lauderdale, Florida 33132

    September 1, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Tyler Howes

    Re: Flora Growth Corp. - Registration Statement on Form S-3 (File No. 333-274204)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-274204) (the "Registration Statement") of Flora Growth Corp. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on September 6, 2023, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP, by calling Nick Beatty at (801) 933-8918.

                Very truly yours,

                Flora Growth Corp.

                By:

                /s/ Dany Vaiman

                Name:

                Dany Vaiman

                Title:

                Chief Financial Officer

United States securities and exchange commission logo
September 1, 2023
Dany Vaiman
Chief Financial Officer
Flora Growth Corp.
3406 SW 26th Terrace, Suite C-1
Fort Lauderdale, FL 33312
Re:Flora Growth Corp.
Registration Statement on Form S-3
Filed August 25, 2023
File No. 333-274204
Dear Dany Vaiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Raymer, Esq.

CORRESP
1
filename1.htm

flora_corresp.htmFlora Growth Corp.

 365 Bay Street, Suite 800

 Toronto, Ontario, M5H 2V1

 October 3, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Margaret Schwartz

     RE:

   Flora Growth Corp. (the “Company”)

   Registration Statement on Form F-3 (the “Registration Statement”)

   Filed September 23, 2022

   File No. 333-267585

 Dear Ms. Schwartz:

 The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on October 5, 2022, or as soon thereafter as practicable.

 [Signature page follows]

   Very truly yours,

      Flora Growth Corp.

    By:  /s/ Luis Merchan

  Name: Luis Merchan

        Title: Chief Executive Officer

   2

United States securities and exchange commission logo
September 29, 2022
Luis Merchan
Chief Executive Officer
Flora Growth Corp.
365 Bay Street, Suite 800
Toronto, Ontario, M5H 2V1
Re:Flora Growth Corp.
Registration Statement on Form F-3
Filed September 23, 2022
File No. 333-267585
Dear Mr. Merchan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano, Esq.

CORRESP
1
filename1.htm

      A.G.P./Alliance Global Partners

      590 Madison Avenue, 28th Floor

        New York, New York 10022

      November 17, 2021

      Via EDGAR

      Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention:
        Alan Campbell

            RE:

              Flora Growth Corp.

              Registration Statement on Form F-1 File No. 333-261123

              Request for Acceleration

      Ladies and Gentlemen:

      Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
        amended (the “Act”), we hereby join in the request of Flora Growth Corp. for acceleration of the effective date of the above-referenced Registration
        Statement so that it may become effective at 4:30 p.m., Eastern time, on November 18, 2021, or as soon thereafter as practicable.

      Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have
        distributed as many copies of the Preliminary Prospectus, dated November 16, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

      The undersigned, as representative of the several underwriters, have and will, and each
        underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

      If you have any questions regarding this request, please call James T. Seery of Duane
        Morris LLP at (973) 424-2088.

      Very truly yours,

      A.G.P./ALLIANCE GLOBAL PARTNERS,

      as representative of the several underwriters

      By:/s/Thomas J. Higgins

      Name: Thomas J. Higgins

      Title: Managing Director, Investment Banking

CORRESP
1
filename1.htm

        Flora Growth Corp.

          198 Davenport Road

          Toronto, Ontario M4R 1J2

        November 17, 2021

        VIA EDGAR

        Securities and Exchange Commission

        100 F Street, N.E.

        Division of Corporation Finance

        Office of Life Sciences

        Washington, D.C. 20549

        Attention:  Alan Campbell

              Re:

                Flora Growth Corp. (the “Company”)

                  Registration Statement on Form F-1

                  File No. 333-261123 (the “Registration Statement”)

        Dear Mr. Campbell:

      The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
        acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on November 18, 2021, or as soon thereafter as practicable.

      The Company hereby acknowledges the following:

                •

                should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting
                  pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

                •

                the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
                  not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

                •

                the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
                  the Commission or any person under the federal securities laws of the United States.

      If you have any questions, please do not hesitate to contact Rebecca DiStefano at (954) 768-8221 from the Company’s
        U.S. counsel, Greenberg Traurig, P.A.

      [Signature page follows]

      Very truly yours,

              FLORA GROWTH CORP.

              By:

                /s/ Luis Merchan

              Name: Luis Merchan

              Title: Chief Executive Officer

        [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

    Flora Growth Corp.

        65 Queen Street West

        Suite 900

        Toronto, Ontario M5H 2M5

      May 6, 2021

      VIA EDGAR

      Securities and Exchange Commission

      100 F Street, N.E.

      Division of Corporation Finance

      Office of Life Sciences

      Washington, D.C. 20549

                  Attention:

                  Ada D. Sarmento

                  Mary Beth Breslin

              Re:

                Flora Growth Corp. (the “Company”)

                  Registration Statement on Form F-1

                  File No. 333-252996 (the “Registration Statement”)

        Dear Ms. Sarmento and Ms. Breslin:

        The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
          acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on May 10, 2021, or as soon thereafter as practicable.

        The Company hereby acknowledges the following:

                  •

                  should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated
                    authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

                  •

                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
                    Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

                  •

                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
                    any person under the federal securities laws of the United States.

        If you have any questions, please do not hesitate to contact Rebecca DiStefano at (954) 768-8221 from the
          Company’s U.S. counsel, Greenberg Traurig, P.A.

        [Signature page follows]

              Very truly yours,

                FLORA GROWTH CORP.

                By:

                  /s/ Luis Merchan

                Name: Luis Merchan

                Title: Chief Executive Officer

        [Signature Page to Acceleration Request]

    Boustead Securities, LLC

    6 Venture, Suite 395

    Irvine, CA 92618

    May 6, 2021

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Division of Corporation Finance

    Office of Life Sciences

    Washington, D.C. 20549

              Attention:

              Ada D. Sarmento

              Mary Beth Breslin

             RE:

            Flora Growth Corp. (the “Company”)

              Registration Statement on Form F-1

              File No. 333-252996 (the “Registration Statement”)

    Dear Ms. Sarmento and Ms. Breslin:
    In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting
        effectiveness for 4:00 p.m., Eastern Time on May 10, 2021, or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the
      Preliminary Prospectus dated May 4, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

    The undersigned, as the representative of the several underwriters, represents that the several underwriters have and
      will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Please contact Lou Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888
      (ext. 100) to provide notice of effectiveness, or if you have any questions or concerns regarding the foregoing.  We appreciate your assistance in this matter.

    [Signature page follows]

            Very truly yours,

      As representative of the underwriters

            Boustead Securities, LLC

            By:

            /s/ Keith Moore

            Name:

            Keith Moore

            Title:

            Chief Executive Officer

      [Signature Page to Acceleration Request]

United States securities and exchange commission logo
May 3, 2021
Luis Merchan
Chief Executive Officer
Flora Growth Corp.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5
Re:Flora Growth Corp.
Amendment No. 4 to Registration Statement on Form F-1
Filed April 21, 2021
File No. 333-252996
Dear Mr. Merchan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Amendment No. 4 filed April 21, 2021
Capitalization, page 43
1.Please revise the reference to your consolidated financial statements for the year ended
December 31, 2020 being "unaudited".
2.Please provide a column to the capitalization table that will present pro forma, on an as
adjusted basis.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 May 3, 2021 Page 2
 FirstName LastName
Luis Merchan
Flora Growth Corp.
May 3, 2021
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano, Esq.

United States securities and exchange commission logo
March 18, 2021
Luis Merchan
Chief Executive Officer
Flora Growth Corp.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5
Re:Flora Growth Corp.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 3, 2021
Amendment No. 2 to Registration Statement on Form F-1
Filed March 11, 2021
File No. 333-252996
Dear Mr. Merchan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Selling Shareholders, page 134
1.Please revise to disclose how the selling shareholders acquired the common shares being
registered for resale.
Amendment No. 2 to Registration Statement on Form F-1
Item 8. Exhibits, page 145
2.Please have counsel revise the legality opinion to opine as to whether the common shares
being registered for resale are validly issued, fully paid and non-assessable.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 March 18, 2021 Page 2
 FirstName LastName
Luis Merchan
Flora Growth Corp.
March 18, 2021
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano, Esq.

United States securities and exchange commission logo
February 25, 2021
Luis Merchan
Chief Executive Officer
Flora Growth Corp.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5
Re:Flora Growth Corp.
Registration Statement on Form F-1
Filed February 11, 2021
File No. 333-252996
Dear Mr. Merchan:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1
Use of Proceeds, page 41
1.Please revise to clarify whether you will be able to complete the construction of the
Research Technology and Processing Center and complete
the Quipropharma customization with the proceeds from this offering.  If the anticipated
proceeds will not be sufficient, please disclose how you intend to raise the additional
funds needed.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 February 25, 2021 Page 2
 FirstName LastName
Luis Merchan
Flora Growth Corp.
February 25, 2021
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano, Esq.

United States securities and exchange commission logo
January 27, 2021
Luis Merchan
Chief Executive Officer
Flora Growth Corp.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5
Re:Flora Growth Corp.
Draft Registration Statement on Form F-1
Submitted December 31, 2020
CIK No. 0001790169
Dear Mr. Merchan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Market and Industry Data, page iv
1.We note your statement that this filing contains information from third-party sources who
have obtained the information from sources believed to be reliable, and you cannot
guarantee the accuracy or completeness of the information. This statement appears to
imply a disclaimer of responsibility for this information in the registration statement.
Please either delete this statement or specifically state that you are liable for the
information related to the market and industry data.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 January 27, 2021 Page 2
 FirstName LastName
Luis Merchan
Flora Growth Corp.
January 27, 2021
Page 2
Our Brands and Products, page 1
2.Please revise to clarify here and in the Business section which acquisitions are pending
and the category of products to which they relate.  Please also revise to clarify which
category of products you are currently selling. We note your disclosure that you estimate
that revenue growth in the health and wellness space can be accelerated with new product
offerings derived from your CBD oil.  Please revise to disclose, if true, that you have yet
to start producing CBD oil.
Our Company, page 1
3.We note your disclosure on page 11 that you have not yet grown or harvested a
commercial cannabis crop or produced oil extracts and will require adequate proceeds
generated from this offering to do so and that you will not have sufficient infrastructure as
a grower or have the ability to extract CBD oil in any material amounts until your
Research Technology and Processing Centre has been constructed and becomes
operational. Please make that clear here and in the Business section where you highlight
your cultivation advantage and your efficient manufacturing practices.
4.Please revise to disclose when you began to generate revenue and how specifically you
generated such revenue here, in MD&A and in the Business section. Refer to Item 4.B.2
of Form 20-F.
Prospectus Summary
Global Cannabis Market, page 1
5.We note references here and in the Business section to the global cannabis market.  Please
tell us why you believe these references are appropriate given that it appears that you
intend to initially operate in the medicinal cannabis market in Colombia and potentially
the United States.
Implications of Being an Emerging Growth Company, page 6
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Prospectus Summary
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 6
7.You state here and on page 56 that you will have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(2) of
the JOBS Act.  This election is only available to foreign private issuers that
prepare their financial statements in accordance with U.S. GAAP or reconcile their home
country GAAP financial statements to U.S. GAAP.  Refer to the cover page of Form F-1

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 January 27, 2021 Page 3
 FirstName LastName
Luis Merchan
Flora Growth Corp.
January 27, 2021
Page 3
and Question 34 of our "Jumpstart Our Business Startups Act Frequently Asked Questions
- Generally Applicable Questions on Title I of the JOBS Act" dated December 21, 2015.
Please revise.
Risk Factors, page 11
8.Please revise to disclose any risks specific to your acquired businesses' operations and
current or potential products. Please revise to add disclosure addressing the risks of
pursuing several different categories of products and your investments in companies that
you do not wholly-own.
9.Please revise to comply with Regulation S-K Item 105 by relocating risks that could
generically apply to any registrant or offering to the end of the section under the caption
“General Risk Factors.”  See Item 3 of Form F-1.
There are risks associated with the regulatory regime and permitting requirements of our
operations, page 15
10.Please clarify how often you will need to renew your regulatory approvals and the licenses
mentioned in the second paragraph on page 20.
Use of Proceeds, page 37
11.Please revise to disclose the estimated net amount of the proceeds broken down into each
principal intended use thereof. If the anticipated proceeds will not be sufficient to fund all
of the proposed purposes, please provide the order of priority of such purposes, as well as
the amount and sources of other funds needed. If the company has no specific plans for
the proceeds, please discuss the principal reasons for the offering.  Refer to Item 3.C of
Form 20-F. Please also revise to explain how you intend to use the proceeds for operating
capacity.
Business, page 61
12.A registration statement is not intended to serve as marketing materials. Therefore, the
prominence of the graphics in this section and on page i are not appropriate because they
neither provide nor enhance relevant and meaningful disclosure that investors can use to
make an informed investment decision. Please remove the graphics on pages i, 62-68, 70
and 78 accordingly.
13.Please remove the statements that you "are committed to becoming the premier
international producer of low-cost, natural, medicinal-grade cannabis oils and extracts in
the world," "are in a high growth market with a clear strategy to capitalize on the
opportunity," and "expect to supply the worldwide pharmaceutical, cosmetic and food and
beverage industries with the highest-quality CBD oils and derivatives in the market."
These statements do not appear to be appropriate given your current stage of development.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 January 27, 2021 Page 4
 FirstName LastName
Luis Merchan
Flora Growth Corp.
January 27, 2021
Page 4
Our Mission, page 61
14.Please explain how your guiding principles differentiate you from your peers.
Skincare and Beauty Products, page 62
15.Please substantiate your statement that Ô’s is the first prestige brand of facial care in the
world made with premium CBD.
Our Competitive Strengths, page 73
16.Please delete the statement that your competitive advantages will allow you to "lead the
Colombian medicinal cannabis marketplace" or revise to provide support for this claim. If
you are currently selling products in the United States or any other jurisdiction, please
discuss your competitive position in that market for the categories of products that you
sell.
Property, plants and equipment, page 78
17.We note your disclosure that you intend to begin construction of a 1.5-hectare Research
Technology and Processing Center in the first quarter of 2021. Please revise to provide an
estimate of the amount of expenditures needed for the construction, how you intend to
finance the construction, and the estimated date of completion.  Refer to Item 4.D of Form
20-F. If you plan to use some of the proceeds from this offering to finance the
construction, please revise the Use of Proceeds section accordingly.
Regulation of Our Industry
Regulatory Framework in the United States, page 86
18.We note your disclosure on page 72 that Cronomed will have to obtain approval from the
FDA in order to expand into the United States. Please revise to discuss that FDA approval
process here. Please also revise to discuss any other US regulations or regulatory
processes that you will need to comply with for the various categories of products that you
wish to sell in the United States.
Description of Share Capital, page 105
19.We note that you refer shareholders to, in part, the applicable share handling regulations.
It is not appropriate to qualify your disclosure by reference to information that is not
included in the filing or filed as an exhibit. Please remove this language accordingly.

 FirstName LastNameLuis Merchan
 Comapany NameFlora Growth Corp.
 January 27, 2021 Page 5
 FirstName LastName
Luis Merchan
Flora Growth Corp.
January 27, 2021
Page 5
Flora Growth Corp.
Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements
Note 1. Basis of Presentation, page F-146
20.Please provide the unaudited condensed financial statements of Cronomed, Kasa, and
Breeze as at and for the six months ended June 30, 2020 or explain why these interim
financial statements are not required.  Refer to Rule 3-05 of Regulation S-X.
Note 6. Pro Forma Shareholders’ Equity Continuity, page F-151
21.Please tell us why you have excluded  from your pro forma presentation the 4,000,000
million shares issued to your CEO and 1,500,000 stock options granted to new directors of
the company.
22.Please revise to clarify if the 1,500,000 stock options to purchase an equal number of
common shares with an exercise price of US $0.75 per option that were granted to new
directors of the company vested at the time of grant.
            You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano, Esq.

CORRESP
1
filename1.htm

      December 10, 2019

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Christine Westbrook

            Joseph McCann

            RE:

            Flora Growth

            Offering Statement on Form 1-A

            File No. 024-11096

    Dear Ms. Westbrook and Mr. McCann:

    Flora Growth Corp., an Ontario corporation, hereby requests that the Securities and Exchange Commission take appropriate action to cause the
      above-referenced Offering Statement to become qualified at 4:00 PM Eastern Time on December 11, 2019, or as soon thereafter as possible.

    Should you have any questions or require any additional information with respect to this filing, please contact Rebecca DiStefano at (561) 955-7654. Thank
      you for your assistance and cooperation.

    Very truly yours,

      FLORA GROWTH CORP.

    By: /s/ Damian Lopez

    Name: Damian Lopez

    Title: Chief Executive Officer

November 8, 2019
Damian Lopez
Chief Executive Officer
Flora Growth Corp.
65 Queen Street West, Suite 800
Toronto, Ontario M5H 2M5
Re:Flora Growth Corp.
Offering Statement on Form 1-A
Filed on October 11, 2019
File No. 024-11096
Dear Mr. Lopez:
             We have reviewed your offering statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A Filed on October 11, 2019
Summary, page 5
1.Please revise your Summary to explain/clarify the status of your business operations and
your funding.  In terms of your operations, it should be clear whether you have
commenced growing cannabis on a commercial scale, whether you have produced oil
extracts (of any grade), and whether you presently have the facilities, labor, and
agreements with "large channel distributors" necessary to achieve your stated business
objectives.  In terms of funding, please highlight the going concern opinion from your
auditor and, if true, your reliance on offering proceeds to fund your anticipated business
operations.

 FirstName LastNameDamian Lopez
 Comapany NameFlora Growth Corp.
 November 8, 2019 Page 2
 FirstName LastName
Damian Lopez
Flora Growth Corp.
November 8, 2019
Page 2
Company Information, page 6
2.Please place your statement that your subsidiary is a fully licensed and permitted
cultivator, producer and distributor of CBD medical cannabis in Colombia in proper
context by disclosing the number of similarly-licensed companies in Colombia.  In light of
your disclosure concerning international export, please indicate whether you are fully
licensed to (i) export cannabis derivatives from Columbia and (ii) import derivatives into
any foreign countries.
3.Please expand your disclosure to briefly explain what you mean by the Vendors' 10% non-
dilutive free carried interest in Cosechemos.
Description of Property, page 6
4.Please revise to disclose the duration of the lease and the option agreement.
Our Products and Services, page 30
5.We note your disclosure on page 6 indicating that you intend to pursue international
export; however, your Description of Business does not discuss any plans for exporting
your future products.  Accordingly, please revise to discuss your plans for exporting
products internationally.  To the extent that international export is not a near term
objective, then please revise the Summary accordingly.
Independent Auditor's Report, page F-3
6.Please request Cosechemos YA S.A.S.'s independent auditor to revise their audit report to
clarify, if true, that the financial statements comply with the International Financial
Reporting Standards (IFRS) as issued by the the International Accounting Standards
Board (IASB).  Refer to paragraph (a)(2) of Part F/S of Form 1-A.
Unaudited Pro Forma Condensed Consolidated Financial Statements as of June 30, 2019, page
F-62
7.In light of the fact that the Offering is a "best efforts" offering with no minimum
requirement, your adjustment to include estimated proceeds does not appear factually
supportable.   As such, please remove the pro forma adjustments reflected in Note 5(a)
and 5(b) which record the receipt of $50,000,000 in offering proceeds and $1,143,000 of
estimated offering costs and revise the disclosures in Note 6, accordingly.
Exhibits
8.We refer to Section 2.7 of the Subscription Agreement filed in Exhibit 4.1  Please tell us
how items (i), (ii) and (iv) are consistent with the offering circular disclosures and Section
14 of the Securities Act.
9.Please refile Exhibit 6.13 so that it includes the five exhibits listed in Section 31.

 FirstName LastNameDamian Lopez
 Comapany NameFlora Growth Corp.
 November 8, 2019 Page 3
 FirstName LastName
Damian Lopez
Flora Growth Corp.
November 8, 2019
Page 3
10.Please have counsel revise its Exhibit 12.1 opinion to opine that the Warrants will
constitute valid and binding obligations of the Company enforceable against the Company
in accordance with their terms. Also, please have counsel opine on the legality of the
units.  For guidance, please see the Division of Corporation Finance Staff Legal Bulletin
No. 19 (Oct. 14, 2011).
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Jacob Luxenburg at 202-551-2339 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christine Westbrook at 202-551-5019 or Joseph McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rebecca G. DiStefano