Vireo Growth (OTCQX: VREOF) escrows 90,740,741 shares for PharmaCann Colorado deal
Rhea-AI Filing Summary
Vireo Growth Inc. disclosed that, under its Asset Purchase Agreement to acquire certain PharmaCann Inc. Colorado retail assets, it has delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company. These shares may be released as consideration when the asset acquisition closes.
The related Management Services Agreement became effective on March 22, 2026, allowing a Vireo affiliate to manage the PharmaCann Colorado assets until closing. The company expects the acquisition to close in the second fiscal quarter of 2026, subject to regulatory approval and other conditions in the APA.
Positive
- None.
Negative
- None.
Insights
Vireo advances its PharmaCann Colorado acquisition by escrowing 90,740,741 shares, but closing remains conditional.
Vireo Growth Inc. has moved 90,740,741 subordinate voting shares from treasury into escrow as potential equity consideration for acquiring certain PharmaCann Colorado retail assets. The Management Services Agreement is now effective, so a Vireo affiliate can manage those assets before ownership formally transfers.
This step signals continued progress on the deal and outlines a share-based structure that may affect Vireo’s capital base once released from escrow. However, completion still depends on regulatory approval and satisfaction of conditions in the Asset Purchase Agreement, and the company highlights risks around integration, relationships with stakeholders, and broader regulatory and market uncertainties.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
Management Services Agreement financial
escrow financial
forward-looking statements regulatory
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 changed 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 (see General Instruction A.2. below):
| 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(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 7.01 | Regulation FD Disclosure |
On March 30, 2026, Vireo Growth Inc. (the “Company”) issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.
| Item 8.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on December 16, 2025, Vireo Health, Inc. (“Buyer”), a Delaware corporation and wholly owned subsidiary of the Company, the Company, PharmaCann Inc., a Delaware corporation (“PharmaCann”), certain of PharmaCann’s subsidiaries (collectively with PharmaCann, the “Seller Parties”), and Argent Institutional Trust Company (“Agent”), as collateral agent under the Indenture, dated as of June 24, 2021, by and among PharmaCann, as issuer, the Guarantors (as defined thereunder) party thereto, including the Seller Parties, and Agent, as trustee and collateral agent thereunder, entered into an Asset Purchase Agreement (the “APA”).
In connection with the transactions contemplated by the APA, the Seller Parties and an affiliate of the Company entered into a Management Services Agreement, dated as of December 16, 2025 (the “MSA”), pursuant to which the Company’s affiliate will provide the Seller Parties with certain management services related to the Dispensaries until the closing date.
Pursuant to the terms of the APA, in connection with the effectiveness date of the MSA, which was March 22, 2026, on March 24, 2026, the Company delivered 90,740,741 subordinate voting shares of the Company from treasury into escrow with Odyssey Trust Company as escrow agent. Such subordinate voting shares are being held and shall remain in escrow pending their potential release and delivery as consideration under the APA upon the close of the acquisition of the assets under the APA.
Forward-Looking Statements and Information
Certain statements contained or incorporated by reference in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of applicable securities laws. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “could,” “would,” “shall,” “will,” “seeks,” “targets,” “future,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements, including statements regarding the completion of the transactions contemplated by the APA, including the issuance of the subordinate voting shares as consideration thereunder, the timing of close of the transactions contemplated by the APA, and other statements that are not historical facts. There are several risks, uncertainties, and other important factors, many of which are beyond the Company’s control, that could cause its actual results to differ materially from the forward-looking statements, including risks involved with the adverse impact of the transactions contemplated by the APA on the Company’s business, financial condition, and results of operations; the Company’s ability to successfully consummate the transactions contemplated by the APA; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the transactions contemplated by the APA; the effects of the transactions contemplated by the APA on the Company and the interests of various constituents; risks and uncertainties associated with the transactions contemplated by the APA, some of which are beyond the Company’s control; subject to the successful outcome of the transactions contemplated by the APA, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; as well as the other risks set out in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which is available on EDGAR with the SEC and filed with the Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.com. The transactions contemplated by the APA remain subject to material conditions, including satisfaction of all conditions to the APA, and there can be no assurance that the Company will be successful in completing the transactions contemplated by the APA or any other similar transaction on the terms described herein, on different terms, or at all. This Current Report on Form 8-K does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, the securities referred to herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press Release, dated as of March 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
*Furnished herewith
SIGNATURES
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.
| VIREO GROWTH INC. (Registrant) | ||
| Date: March 30, 2026 | By: | /s/ Tyson Macdonald |
| Tyson Macdonald | ||
| Chief Financial Officer | ||
Exhibit 99.1
Vireo Growth Inc. Announces Effectiveness of Management Services Agreement with PharmaCann Inc.
Management Services Agreement went into effect on March 22, 2026, allowing Vireo to manage certain PharmaCann Colorado assets through closing, which is expected in Q2’26
MINNEAPOLIS – March 30, 2026 – Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) today announced an update on its previously disclosed Asset Purchase Agreement (“APA”) to acquire certain retail assets and properties of PharmaCann Inc. (“Pharmacann”) in the State of Colorado.
On December 16, 2025, the Company announced entry into the APA and a Management Services Agreement (the “MSA”), pursuant to which the Company’s affiliate will provide certain affiliates of PharmaCann with certain management services related to PharmaCann’s retail assets in Colorado until the closing date. The Company announced today that the MSA became effective on March 22, 2026 and pursuant to the terms of the APA, the Company delivered 90,740,741 subordinate voting shares of the Company from treasury into escrow with Odyssey Trust Company as escrow agent. Such subordinate voting shares are being held and shall remain in escrow until their release and delivery upon the close of the asset acquisition, which is expected to occur in the second fiscal quarter of 2026, subject to regulatory approval.
Chief Executive Officer John Mazarakis commented, “We are excited to announce that Vireo’s MSA is effective, allowing the Vireo Colorado team to manage the PharmaCann Colorado assets in the interim period between signing and closing.”
About Vireo Growth Inc.
Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.
Contact Information
Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995
Forward-Looking Statement Disclosure
This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company’s future M&A strategy and optimization of all areas of the Company’s business; expectations around the proposed transactions involving PharmaCann Inc. and its assets, including the anticipated timing of the closing thereof and the potential complementary nature of such transaction to Vireo’s other recently acquired assets in Colorado. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10 K and our Quarterly Reports on Form 10 Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks involved with the adverse impact of the transactions contemplated by the APA on the Company’s business, financial condition, and results of operations; the Company’s ability to successful consummate the transactions contemplated by the APA; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the transactions contemplated by the APA; the effects of the transactions contemplated by the APA on the Company and the interests of various constituents; risks and uncertainties associated with the transactions contemplated by the APA, some of which are beyond the Company’s control; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10 K and Quarterly Reports on Form 10 Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
FAQ
What did Vireo Growth Inc. (VREOF) announce regarding PharmaCann in this 8-K?
When did Vireo Growth Inc.’s Management Services Agreement with PharmaCann become effective?
When does Vireo Growth Inc. expect to close the PharmaCann Colorado asset acquisition?
What risks does Vireo Growth Inc. highlight around the PharmaCann Asset Purchase Agreement?
Does the Vireo Growth Inc. 8-K indicate that the PharmaCann transaction is guaranteed to close?
Filing Exhibits & Attachments
4 documents