Vireo Growth (OTCQX: VREOF) drives Schwazze restructuring with $111M note credit bid

Rhea-AI Filing Summary

Vireo Growth Inc. reports that its subsidiary Vireo Health of Colorado entered into a restructuring support agreement with Medicine Man Technologies, Inc. d/b/a Schwazze to reshape Schwazze’s operations and capital structure. The plan includes selling a majority of Schwazze’s total assets to a newly formed entity that will ultimately be majority owned by Vireo and winding down Schwazze’s remaining operations.

On November 13, 2025, a public UCC foreclosure-style asset sale was held, where the collateral agent, at Vireo’s direction, credit bid approximately $111 million principal amount of 13% Senior Secured Convertible Notes due December 7, 2026. This credit bid won the sale. Schwazze then entered into an asset purchase agreement with the new entity, under which, once regulatory approvals and other conditions are met, the transferred assets will be exchanged for the new entity’s assumption of certain specified liabilities and the discharge of the notes included in the credit bid, with equity in the new entity to be distributed to noteholders and certain other parties.

Insights

Equity analyst – cannabis sector restructurings

Vireo is leading a Schwazze restructuring, using a $111M note credit bid to acquire core assets via a new majority-owned entity.

Vireo Growth, through its Colorado subsidiary, has taken a central role in restructuring Schwazze by acquiring a majority of the outstanding principal of its 13% Senior Secured Convertible Notes due December 7, 2026. A restructuring support agreement outlines a plan where a newly formed entity, ultimately majority owned by Vireo, will purchase assets representing a majority of Schwazze’s total assets, while Schwazze’s remaining assets are liquidated and its operations wound down.

On November 13, 2025, the collateral agent conducted a public UCC collateral sale, credit bidding approximately $111 million principal amount of these senior secured notes at Vireo’s direction; this bid prevailed. Following the winning credit bid, Schwazze entered into an asset purchase agreement with the new entity. Completion depends on regulatory approvals and other closing conditions, after which the new entity will assume specified liabilities and the notes included in the credit bid will be discharged, with the new entity’s equity distributed to noteholders and certain other parties.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)
207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(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 x

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 8.01. Other Events

In connection with the acquisition of a majority of the outstanding principal amount of 13% Senior Secured Convertible Notes due December 7, 2026 (the “Senior Secured Notes”) of Medicine Man Technologies, Inc. d/b/a Schwazze (“Schwazze”), Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of Vireo Growth Inc. (the “Company”), entered into a restructuring support agreement (the “RSA”) with Schwazze and certain related entities on October 10, 2025.

The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the “Asset Sale”) by a newly-formed entity (“NewCo”) to ultimately be majority owned by the Company, and (ii) the liquidation of Schwazze’s remaining assets and winding down of Schwazze’s remaining operations.

The RSA provided for the Asset Sale to be effected by way of public disposition of collateral pursuant to §§ 9-610 and 9-611 of the Uniform Commercial Code. On November 13, 2025, the Asset Sale took place and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of the Company, credit bid approximately $111 million principal amount of Senior Secured Notes (the “Credit Bid”). The Company’s Credit Bid was the winning bid at the Asset Sale. Following its win of the Credit Bid, Schwazze entered into an asset purchase agreement with NewCo on November 13, 2025, pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale will be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the Senior Secured Notes included in the Credit Bid. At the closing of the Asset Sale, the equity interests in NewCo will be distributed by the collateral agent to the holders of the Senior Secured Notes and certain other parties.

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: December 10, 2025	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

FAQ

What restructuring actions involving Schwazze does Vireo Growth Inc. (VREOF) describe?

Vireo Growth Inc. reports that its subsidiary entered into a restructuring support agreement with Medicine Man Technologies, Inc. d/b/a Schwazze. The plan includes selling assets representing a majority of Schwazze’s total assets to a newly formed entity that will ultimately be majority owned by Vireo Growth, and liquidating Schwazze’s remaining assets and winding down its remaining operations.

How much principal of Schwazze’s senior secured notes was credit bid by Vireo Growth Inc.?

At the public collateral sale held on November 13, 2025, the collateral agent, acting at the direction of Vireo Growth Inc., credit bid approximately $111 million principal amount of Schwazze’s 13% Senior Secured Convertible Notes due December 7, 2026.

What is the role of the new entity (NewCo) in the Vireo Growth Inc. and Schwazze transaction?

The newly formed entity, referred to as NewCo, is intended to purchase assets representing a majority of Schwazze’s total assets and will ultimately be majority owned by Vireo Growth Inc. After closing, NewCo will assume certain specified liabilities of Schwazze, and the senior secured notes included in the credit bid will be discharged, with NewCo equity distributed to holders of those notes and certain other parties.

What conditions must be satisfied before the Schwazze asset transfer to NewCo is completed?

The asset transfer from Schwazze to NewCo under the asset purchase agreement is subject to receipt of regulatory approvals and other closing conditions before it can be completed.

How will equity in the new entity be distributed in the Vireo Growth Inc. transaction?

At the closing of the asset sale, the collateral agent is expected to distribute equity interests in NewCo to the holders of the senior secured notes that were included in the credit bid and to certain other parties.

What type of notes are involved in Vireo Growth Inc.’s credit bid related to Schwazze?

The notes involved are Schwazze’s 13% Senior Secured Convertible Notes due December 7, 2026, referred to as the Senior Secured Notes, of which a majority of the outstanding principal amount was acquired and then used in the approximately $111 million credit bid.