Grown Rogue (OTC: GRUSF) funds Illinois craft grow with $3M preferred deal
Rhea-AI Filing Summary
Grown Rogue International is expanding into Illinois through a structured deal around Sea Craft, LLC, which holds an adult-use craft grow license. Its affiliate GRMA agreed to buy 49% of Sea Craft for $1.0 million, paid via two-year secured promissory notes bearing 10% interest, and obtained an option to acquire the remaining interests at a performance-based price capped at $1.0 million.
After regulatory approval, GRMA plans to provide Sea Craft with a $1.0–$2.0 million loan facility at 10% interest maturing on March 11, 2029 to fund startup and working capital. GRMA also raised $3.0 million of preferred equity carrying a 15% cumulative return; these preferred units are convertible for three years into GRMA common units on a one-for-one basis or into Grown Rogue subordinate voting shares at $0.65 per share, then automatically convert into common units thereafter.
Together with Sea Craft’s $1.0 million existing cash, management highlights about $4.0 million of project capital to reactivate a leased 66,000-square-foot Dwight, Illinois facility, with operations targeted to begin in the second quarter of 2026 and product availability aimed for the fourth quarter of 2026.
Positive
- None.
Negative
- None.
Insights
Grown Rogue structures a capital-light entry into Illinois using notes, a loan facility, and convertible preferred equity.
Grown Rogue is using a mix of debt and preferred equity to access Illinois via Sea Craft’s craft grow license. GRMA buys 49% of Sea Craft for $1.0 million in secured notes at 10% interest and secures an option for the remaining interests with a capped payout, aligning cost with Sea Craft’s performance.
The structure adds a $1.0–$2.0 million loan facility at 10%, plus a $3.0 million preferred equity raise with a 15% cumulative return and three-year conversion into GRMA units or company shares at $0.65. This concentrates financial obligations in fixed-yield instruments while preserving common equity flexibility.
Management points to roughly $4.0 million of project capital and a turnkey 66,000-square-foot facility to shorten build-out and reduce upfront spend relative to new builds. Actual impact will depend on timely Illinois approvals, execution at the Dwight facility, and the economics of future conversion or redemption of the preferred units.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act Of 1934
Date of Report (Date
of earliest event reported):
_________________________________
(Exact name of registrant as specified in its charter)
_________________________________
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | |||||
| (Address of principal executive offices) | (Zip Code) | ||||||
| ( |
|||||||
| Registrant’s telephone number including area code | |||||||
| Not Applicable | |||||||
| (Former name or former address, if changes since last report.) | |||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| Class A Subordinate Voting Shares, no par value | GRUSF | OTCQB | |||
| GRIN | CSE | ||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | |||||
Item 1.01. Entry into a Material Definitive Agreement.
On March 11, 2026, Grown Rogue International Inc. (“we,” “us,” “our” or the “Company”), through our indirect majority owned subsidiary Grown Rogue Management Associates LLC (“GRMA”), entered into a Membership Interest Purchase Agreement (“MIPA”) with the members of Sea Craft, LLC (“Sea Craft”), the holder of an Illinois Adult Use Cannabis Craft Grower License (the “License”), pursuant to the terms of which GRMA agreed, subject to Sea Craft’s receipt from the Illinois Department of Agriculture (“IDOA”) of approvals necessary to consummate the transaction, to (i) acquire from the minority holder of Sea Craft’s ownership interests 49% of the issued and outstanding interests (the “Minority Interests”) for an aggregate purchase price of $1,000,000 payable in the form of two promissory notes secured by a first priority security interest in the Minority Interests (the “Secured Notes”), and (ii) grant the majority holder of Sea Craft’s remaining issued and outstanding ownership interests (the “Majority Interests”) an option (the “Option”) to require GRMA to purchases the Majority Interests at a price calculated on the basis of Sea Craft’s trailing 12-month net revenue.
The Option shall become exercisable at any time following the first anniversary of forgiveness of an outstanding forgivable loan made by the Illinois Department of Commerce and Economic Opportunity to Sea Craft (the “DCEO Loan”), subject to adjustment as set forth in the MIPA, and is subject to a minimum purchase price of $200,000 and maximum purchase price or $1,000,000.
The closing of GRMA’s acquisition of the Minority Interest (the “Closing”) shall take place no later than five business days following Sea Craft’s receipt of approval from IDOA and any other approvals necessary for transfer of the License (the “Closing Date”), which the Company presently expects to occur in the second quarter of 2026.
Following the Closing, GRMA agreed to make a loan facility in an amount of no less than $1,000,000 and no more than $2,000,000 available to Sea Craft for the purpose of funding startup costs and supporting working capital (the “Loan Facility”). The Loan Facility will be subject to simple interest at a rate of 10% per annum payable monthly, mature on March 11, 2029, and be secured by a first priority interest in all of Sea Craft assets.
The Secured Notes are subject to interest at a rate of 10% per annum, which shall begin to accrue as of the first day of the first full calendar month following the Closing Date (the “Commencement Date”), and will mature on the 24-month anniversary of the Commencement Date. The principal and interest outstanding under the terms of the Secured Notes is also subject to reduction in an amount equal to 24.99% of any amount paid by Sea Craft in connection with the DCEO Loan.
The foregoing description of the MIPA and Secured Notes does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which we expect to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
In connection with the transaction Sea Craft entered into a three-year lease agreement, dated as of March 11, 2026 (the “Lease”), with an affiliate of Innovative Industrial Properties, Inc., for a cannabis production facility located in Dwight, Illinois, and which each of the Company and Grown Rough Unlimited, LLC, our wholly owned subsidiary, unconditionally guaranteed pursuant to the terms of certain Guaranty of Lease agreements dated as of the date of the Lease.
Also in connection with the transaction, on March 9, 2026 (the “Financing Date”), GRMA completed a $3.0 million preferred equity financing (the “Financing”) with an unrelated third-party to support Sea Craft’s projected capital needs. The preferred units (the “Preferred Units”) issued in the Financing provide for a 15% cumulative return, subject to adjustment, and are convertible at the election of the holder for a period of three-years (the “Three-Year Conversion Period”) from the Financing Date into (i) common units of GRMA (the “Common Units”) on a one-for-one basis, or (ii) subordinate voting shares of the Company equal to the aggregate amount of capital contributed with respect to the Preferred Units (the “Preferred Capital”) divided by $0.65 per unit. Following the Three-Year Conversion Period the Preferred Units shall automatically convert into Common Units on a one-for-one basis. In addition, beginning two years after the Financing Date, GRMA shall have the right, but not the obligation, to redeem all, but not less than all, of the Preferred Units in consideration of payment of the Preferred Capital.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth above in Item 1.01 if this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth above in Item 1.01 if this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On March 12, 2026, the Company issued a press release announcing the transactions described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GROWN ROGUE INTERNATIONAL INC. | |||||
| Date: March 18, 2026 | /s/ Obie Strickler | ||||
| Obie Strickler | |||||
| President & Chief Executive Officer | |||||
Exhibit 99.1
Grown Rogue Accelerates Illinois Entry with Lease of Turnkey Facility
Transaction includes social equity partnership and $4.0 million of project capital
MEDFORD, Ore., March 12, 2026 /CNW/ - Grown Rogue International Inc. ("Grown Rogue," "we," "us," "our" or the "Company") (CSE: GRIN) (OTC: GRUSF), a flower-forward cannabis company combining craft values with disciplined execution, today announced that on March 11, 2026 it entered into a series of definitive agreements with its affiliate, Grown Rogue Management Associates ("GRMA") and Sea Craft, LLC ("SEA Craft") to operate a cannabis production facility in Dwight, Illinois, formerly operated by PharmaCann, Inc. The facility is owned by Innovative Industrial Properties, Inc. ("IIP"). Subject to approval by the Illinois Department of Agriculture, SEA Craft expects to commence operations in the second quarter of 2026, bringing jobs back to the Dwight community, with product availability targeted for the fourth quarter of 2026.
All dollar amounts are in U.S. dollars unless otherwise stated.
Transaction Highlights
| • | GRMA (80% owned by the Company) is acquiring a 49% interest in SEA Craft, the holder of an Illinois craft grow license and an existing cash balance of $1.0 million, with an option to acquire the remaining 51% subject to regulatory and performance-based considerations. |
| • | SEA Craft entered into a lease for a fully constructed cultivation and processing facility totaling 66,000 square feet, including approximately 10,000 square feet of existing indoor flowering canopy, with capacity to expand to the 14,000 square feet ultimately permitted under the craft grow license, and dedicated post-harvest, processing, and manufacturing infrastructure. |
| • | GRMA completed a $3.0 million preferred equity investment to support SEA Craft's projected capital needs. |
"We are excited to enter the Illinois adult-use market in a highly capital-efficient way," said Obie Strickler, Chief Executive Officer of Grown Rogue. "Based on our experience in New Jersey and our current budget in Minnesota for Phase I new-build market entries, we have typically planned for approximately $10 million or more of upfront capital, including working capital, and roughly a year of construction before we can take occupancy and begin growing flower. By stepping into the lease of an existing facility and planning for modest upgrades, we believe that we cut the cost and time to market by more than 60% compared to one of our new-build projects, to less than $4 million and under 9 months, respectively, assuming normal timelines for regulatory approvals. We anticipate similar revenue and profit potential with this approach, which would then translate into improved return on invested capital. We also believe it provides a practical framework for evaluating additional distressed and turnkey opportunities in the future, as we seek opportunities to apply our capabilities and build our platform. I've particularly enjoyed seeing our operations team respond to this opportunity with the enthusiasm required to deliver on our quality and efficiency standards. With $4 million of project capital, we are fortunate to be entering Illinois with the pre-funded balance sheet to expand the facility at the right time."
"As discussed on our last few earnings calls, we view the current industry distress, as demonstrated by many announced restructurings over the past year, as an additional pipeline for future growth," said Josh Rosen, Chief Strategy Officer of Grown Rogue. "We believe our team is well positioned to step into underutilized cultivation assets and leverage our disciplined, low-cost approach to generate meaningful returns. For example, our second indoor facility in Oregon, acquired from Acreage Holdings in 2020, now produces more than 650 pounds monthly of craft-quality flower, greater than five times the volume of when we took it over. While not all opportunities will deliver improvements of that magnitude, we feel strongly that we can continue to identify distressed opportunities and that our team can quickly and efficiently implement Grown Rogue's best practices to improve yields, reduce costs, transform underperforming assets into strong additions to our platform, and, most importantly, pursue our goal to bring great product at a great price to more consumers across the U.S."
GRMA acquired 49% of SEA Craft, including its craft grow license and cash, for initial consideration of $1.0 million, satisfied by the issuance of a seller's note with a two-year term bearing interest at 10% per annum. GRMA also has an option to acquire the remaining 51% interest in SEA Craft for a performance-based variable payment of between $250,000 and $1.0 million.
To support projected capital needs, including the eventual expansion to 14,000 square feet of indoor canopy and the measured product expansion into infused categories, GRMA completed a project financing in the form of a $3.0 million preferred equity investment for a 20% interest in GRMA with a preferred dividend of 15%. At the preferred equity investors' discretion, for a period of up to three years the preferred units may be converted into subordinate voting shares of the Company at a conversion price of $0.65 per share (approximately 100% higher than the Company's stock price when the agreement was executed).
Together, SEA Craft's existing $1.0 million cash balance and GRMA's $3.0 million preferred equity financing provide approximately $4.0 million of total project capital to support the Illinois launch, working capital needs, and related initiatives.
In conjunction with the transaction, SEA Craft entered into a lease agreement with IIP for the facility. The facility was operational until December 2025 and remains in good condition. The Company believes it can be reactivated with modest incremental capital investment, subject to regulatory approvals and readiness activities. The leased site totals approximately 66,000 square feet, including a 43,000-square-foot industrial building and an adjacent 23,000-square-foot greenhouse that is not currently planned to be utilized.
About Grown Rogue
Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a flower-forward cannabis company rooted in Oregon's Rogue Valley, a region known for its deep cannabis heritage and commitment to quality. With operations in Oregon, Michigan, and New Jersey - and expansion underway in Illinois - Grown Rogue specializes in producing designer-quality indoor flower. Known for exceptional consistency and care in cultivation, our products are valued by retailers, budtenders, and consumers alike.
By blending craft values with disciplined execution, we've built a scalable, capital-efficient platform designed to thrive in competitive markets. We believe sustained excellence in cannabis flower production is the engine of the industry's supply chain - and our competitive advantage. For more information about Grown Rogue, please visit www.grownrogue.com.
Forward-Looking Statements
This news release includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Any forward-looking statements are expressed in good faith and believed to be reasonable at the time made. However, forward-looking statements are based on management's current expectations, estimates, projections, and assumptions, and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. We cannot provide you with assurance that any of the assumptions upon which our forward-looking statements are based will prove to be correct.
All statements other than statements of historical fact, such as statements containing estimates, projections and other forward-looking information, are forward-looking statements. Forward-looking statements are typically identified by words and phrases such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" or the negative of such words and other comparable terminology. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Company's entry into Illinois; anticipated timing of regulatory approvals, commencement of operations, and product availability (including anticipated availability in the fourth quarter of 2026); the condition, reactivation timeline, and required capital investment for the Dwight facility; the ability to expand canopy; the expected benefits of the transaction; SEA Craft's projected working capital needs; the Company's ability to identify and execute on distressed opportunities; and the terms, conversion features, and potential effects of the preferred equity investment and option structure.
Forward-looking statements are subject to a variety of risks and uncertainties, including, but not limited to: the risk that required regulatory approvals are not obtained on the expected timeline or at all; changes in laws, regulations, or enforcement priorities; operational and start-up risks; construction and ramp-up risks; the availability of labor, materials, and capital; market and pricing risks in Illinois and other operating markets; and other risks described in the Company's public disclosure documents available on SEDAR+ and EDGAR, including under the heading "Risk Factors."
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements as a result of new information, future events, actual results, revised expectations or otherwise, except as required by law. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.
SOURCE Grown Rogue International Inc.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2026/12/c4458.html
%CIK: 0001463000
For further information: General Inquiries and Investor Contact: Obie Strickler, Chief Executive Officer, obie@grownrogue.com; Investor Relations, invest@grownrogue.com, (458) 226-2662
CO: Grown Rogue International Inc.
CNW 07:00e 12-MAR-26