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Vireo Growth Inc. filed an amended report to add detailed financial statements for The Hawthorne Gardening Company and pro forma information for its recent acquisitions of Hawthorne and Eaze, Inc. This gives a clearer picture of the combined business.
Hawthorne generated $130.2 million in net sales and a $9.6 million net loss for the year ended September 30, 2025, with total assets of $111.6 million and business equity of $73.8 million. The business incurred $10.6 million in impairment, restructuring and other charges and relied on its parent for centralized services and financing.
To acquire Hawthorne, Vireo issued 213,000,000 subordinate voting shares at a deemed $0.60 per share and 80,000,000 warrants exercisable at $0.85 per share, both subject to lock-up terms. The earlier Eaze merger added a further 90,379,591 subordinate voting shares as estimated consideration. The new pro forma condensed combined financials show how these deals would have affected Vireo’s 2025 balance sheet and results under U.S. GAAP.
Vireo Growth Inc. has signed a definitive arrangement agreement to acquire C21 Investments Inc. in an all-share transaction structured as a court-approved plan of arrangement in British Columbia. Each C21 share will be exchanged for 0.023052 Vireo subordinate voting shares, subject to anti-dilution adjustments.
Closing depends on C21 shareholder approvals, court orders, cannabis and other regulatory approvals, and customary conditions, including C21 transaction expenses not exceeding $2,000,000 and limited use of dissent rights. C21 must generally pay Vireo a $3,000,000 termination fee if it accepts a superior proposal or in other specified circumstances, and either party may owe a $1,000,000 expense reimbursement fee for certain breach-related terminations. The arrangement has an outside date of May 31, 2027.
Vireo expects the acquisition of C21 to expand its Nevada presence to about 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity, adding C21’s Silver State Relief and related brands to Vireo’s existing multi-state platform.