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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):
July 19, 2026
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 1.01 | Entry into a Material Definitive Agreement |
On July 19, 2026, Vireo Health of Arcadia, LLC (“Vireo Health”),
a wholly owned subsidiary of Vireo Growth Inc. (the “Company”), entered into a purchase agreement (the “Purchase Agreement”)
with Columbia Care LLC (“Columbia Care”), The Cannabist Company Holdings Inc. (“Cannabist”) and certain of their
affiliates that own and operate cannabis businesses in Colorado, Illinois, Massachusetts, New Jersey and West Virginia (collectively,
the “Seller Parties,” and each such state, a “Market” and collectively, the “Markets”). Cannabist
and an affiliate are debtors in a proceeding under the Companies’ Creditors Arrangement Act (Canada) (the “Canadian Proceeding”)
pending before the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”). The Purchase Agreement and
the transactions contemplated thereby are being implemented in connection with, and are subject to approval by, the Canadian Court pursuant
to a sale order (the “Sale Order”).
Pursuant to the Purchase Agreement, in each Market, Vireo Health agreed
to acquire from Columbia Care all of the equity interests of specified subsidiaries and to acquire from other Seller Parties certain assets
used in the Seller Parties’ cannabis businesses in that Market, and to assume all related liabilities (other than specified excluded
liabilities). Prior to the applicable closing in each Market, the Seller Parties will complete an internal reorganization so that Columbia
Care beneficially owns all of the equity interests being sold in that Market and the assets and liabilities to be transferred at such
closing are held by the applicable entities.
The aggregate consideration payable under the Purchase Agreement will
consist of up to approximately $18.75 million in cash paid at one or more closings in the Markets, up to approximately $16.25 million
owing under one or more loan and security agreements (the “Loan Agreements”) entered into by certain affiliates of Vireo Health
in favor of Columbia Care as seller financing. The Loan Agreements will be secured by liens on certain assets and equity interests of
the borrowers and the acquired companies and will provide for automatic increases and decreases in principal to reflect the allocation
of purchase price to subsequent Market closings and customary post-closing purchase price adjustments. The Purchase Agreement also includes
provisions relating to minimum cash levels at dispensary locations, the ability of Vireo Health to fund pre-closing cash shortfalls at
such locations (which, to the extent funded by Vireo Health, are credited toward payment of the purchase price), and the replacement or
assumption of certain guarantees, letters of credit and similar financial assurance obligations of the Seller Parties, together with related
indemnification arrangements that are secured by a right to set off against amounts outstanding under the Loan Agreements.
Closings under the Purchase Agreement are expected to occur on a Market-by-Market
basis through calendar year 2026 and into calendar year 2027 as the conditions to closing for each Market are satisfied or waived. The
obligations of the parties to consummate the transactions in each Market are subject to customary conditions, including the entry of the
Sale Order by the Canadian Court, receipt of required approvals from applicable cannabis regulatory authorities and other governmental
entities (including approvals relating to the transfer of ownership of the acquired entities and assets and the transfer or issuance of
licenses and permits), the accuracy of specified representations and warranties, the performance in all material respects of covenants
by the parties and the absence of specified material adverse effects, as well as additional conditions applicable to particular Markets,
including, in New Jersey, the settlement of specified disputes with a local governmental authority and the completion of certain reorganization
steps. The Purchase Agreement includes customary covenants regarding, among other things, the conduct of the business prior to closing
and efforts to obtain required regulatory approvals and third-party consents.
The Purchase Agreement may be terminated in whole or, in certain circumstances,
with respect to one or more individual Markets, including by mutual consent, by either Vireo Health or Columbia Care in the event of certain
uncured breaches by the other parties, by either Vireo Health or Columbia Care if the closing for a Market has not occurred on or before
July 19, 2027, subject to certain limitations, and in certain other specified circumstances, including in connection with changes
in the Canadian Proceeding and, with respect to certain medical licenses issued by the Massachusetts Cannabis Control Commission, unilaterally
by Columbia Care.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text
of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
| Item 7.01 | Regulation FD Disclosure |
On July 20, 2026, 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 “SEC”), 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 Exchange Act.
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 Purchase Agreement described
in this Current Report (including approvals of the Canadian Court in the Canadian Proceeding and required cannabis and other regulatory
approvals), the anticipated benefits of such transactions, 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 described
herein on the Company’s business, financial condition and results of operations; the Company’s ability to successfully consummate
the transactions described herein (including the closing of the transactions in each applicable Market); the Company’s ability to
maintain relationships with suppliers, customers, employees and other third parties as a result of the transactions described herein;
the effects of the completion of the transactions described herein on the Company and the interests of various constituents; risks and
uncertainties associated with completion of the transactions described herein, some of which are beyond the Company’s control; subject
to the successful completion of the transactions described herein, 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 filed with the SEC and available on EDGAR and filed
with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com. The completion
of the transactions described herein remains subject to material conditions, including satisfaction of all conditions to the Purchase
Agreement described in this Current Report, including approvals of the Canadian Court in the Canadian Proceeding and required cannabis
and other regulatory approvals, and there can be no assurance that the Company will be successful in completing such transactions or any
other similar transaction on the terms described herein, on different terms or at all. Any forward-looking statement contained in or incorporated
by reference into this Current Report speaks only as of the date of this Current Report on Form 8-K, and the Company undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law. This Current Report on Form 8-K does not constitute an offer to sell or buy, or 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 |
| 10.1+ |
|
Purchase Agreement, dated July 19, 2026, by and among Vireo Health of Arcadia, LLC, Columbia Care LLC, The Cannabist Company Holdings Inc., and certain other parties thereto |
| 99.1* |
|
Press Release, dated as of July 20, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document) |
*Furnished herewith
+Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules
and exhibits have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
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) |
| |
|
| |
By: |
/s/ Tyson Macdonald |
| |
|
Tyson Macdonald |
| |
|
Chief Financial Officer |
Date: July 23, 2026
Exhibit 99.1
Vireo Growth Inc. to
Acquire Certain Assets of The Cannabist Company Holdings Inc.
Enters definitive
agreement that expands its operations in one market and enters four additional states
MINNEAPOLIS,
Minnesota, July 20, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), through
its subsidiary, Vireo Health of Arcadia, LLC (“Buyer”), and The Cannabist Company Holdings Inc. (“Cannabist”),
today announced that they have entered into a definitive purchase agreement pursuant to which the Buyer will acquire certain cannabis
cultivation, manufacturing and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts,
New Jersey, and West Virginia (the “Transaction”).
Total
consideration for the Transaction, subject to certain regulatory approvals, will be up to US$35 million, comprised of up to US$18.75 million
in cash payable at closing and up to US$16.25 million in seller notes. Total consideration payable in the Transaction will be subject
to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital adjustments, as well as certain
other items. Completion of the Transaction is expected to occur in stages through calendar year 2026 and into calendar year 2027, subject
to certain regulatory approvals.
The Transaction
represents the latest step in Vireo’s ongoing strategic expansion initiative and is expected to further strengthen the Company’s
footprint in several attractive, limited-license cannabis markets.
Upon
closing each market, Vireo will deepen its presence in Colorado with eight dispensaries and enter four new state markets. In total, the
Transaction is expected to add up to 25 dispensaries, one cultivation and one production asset, bringing Vireo’s pro forma retail
footprint to approximately 230 dispensaries, including previously announced acquisitions pending closing. This Transaction would position
Vireo as a top-tier cannabis operator with operations across 15 states, and the second largest dispensary network in the country.
The Transaction
is subject to customary closing conditions and regulatory approvals in each market. Upon closing, Vireo expects to integrate the acquired
operations into its existing platform while maintaining a focus on operational efficiency, product quality and customer experience. The
Company noted additional divestitures could follow the closing depending on regulatory review and as part of ongoing portfolio optimization
efforts.
Cannabist
Strategic Review Process, CCAA Proceedings, and Chapter 15 Proceedings
As Cannabist
previously announced, on March 24, 2026, Cannabist commenced CCAA proceedings before the Ontario Superior Court of Justice (Commercial
List) (the “Canadian Court,” and such proceedings, the “CCAA Proceedings”) and entered into a previously announced
strategic review process initiated by a special committee of Cannabist’s board of directors comprised of independent directors (the
“Special Committee”). With support from external financial and legal advisors, the Special Committee thoroughly evaluated
a range of options including potential asset sales, mergers, or other strategic and financial transactions in light of persistent operational
and financial challenges facing both Cannabist and the broader industry. Cannabist previously announced it had entered into a non-binding
memorandum of understanding agreement for the sale of certain equity interests in and assets of subsidiaries in the Colorado, Illinois,
New Jersey, West Virginia and Massachusetts markets on March 24, 2026.
In addition,
on March 25, 2026, Cannabist commenced proceedings under chapter 15 of the Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware (the “U.S. Bankruptcy Court”) seeking recognition of the CCAA Proceeding. On May 9, 2026,
Cannabist obtained recognition of the CCAA Proceeding from the U.S. Bankruptcy Court.
Management
Commentary
“The
acquisition of select Cannabist assets meaningfully expands our operational footprint, strengthens our vertically integrated platform,
and adds a highly experienced team along with operations in new markets for Vireo,” stated Vireo Chief Executive Officer, John Mazarakis.
“This transaction reflects our disciplined and strategic approach to industry consolidation as we continue building one of the most
capital efficient, vertically integrated cannabis platforms in the United States.”
“We are proud of the team
and operations we have built across these markets, and we believe these transactions position those assets for continued growth and long-term
success through Vireo’s platform,” said The Cannabist Company Chief Executive Officer, David Hart.
Approvals
and Recommendation
The Transaction
was unanimously approved by the Special Committee. Completion of the Transaction is subject to, among other things, the granting of a
sale approval and vesting order by the Canadian Court under the CCAA and receipt of applicable cannabis regulatory approvals in each market.
The board of directors of Vireo has also unanimously approved the Transaction.
Legal
and Financial Advisors and Chief Restructuring Officer
Stikeman
Elliott LLP is acting as Canadian counsel to Cannabist, while Weil, Gotshal & Manges LLP serves as U.S. counsel to Cannabist
in respect of the Transaction and Chapter 15 Proceedings and Foley Hoag LLP serves as U.S. regulatory counsel to Cannabist. Moelis &
Company LLC acts as investment banker and financial advisor to Cannabist. SierraConstellation Partners LLC is the Chief Restructuring
Officer of Cannabist.
DLA Piper
(Canada) LLP is acting as Canadian legal counsel, Eversheds Sutherland (US) LLP is acting as United States legal counsel, and Troutman
Pepper Locke LLP is acting as U.S. securities counsel to Vireo.
About The Cannabist Company
(f/k/a Columbia Care)
The
Cannabist Company formerly known as Columbia Care, owns subsidiaries that are cultivators, manufacturers and providers of cannabis
products and related services. The Cannabist Company’s subsidiaries operate dispensaries and cultivation and manufacturing facilities,
including those facilities subject to pending sale or wind-down. Founded as Columbia Care, with a focus on medical applications
of cannabis and emphasis on institutional research and clinical outcomes, The Cannabist Company is one of the original multi-state providers
of cannabis in the U.S. and now delivers products and services to both the medical and adult-use markets. In 2021, in response
to the proliferation of adult use markets, The Cannabist Company launched Cannabist, its retail brand, creating a national dispensary
network through its subsidiaries. The Cannabist Company’s subsidiaries offer products spanning flower, edibles, oils and tablets,
and manufacture popular brands including dreamt, Seed & Strain, Triple Seven, Hedy, gLeaf, Classix, Press, and Amber. For more
information, please visit www.cannabistcompany.com.
About
Vireo Growth Inc.
Vireo Growth Inc. (CSE:
VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural
markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses
across the United States, creating exposure to both cannabis and complementary adjacent markets. With operations in 10 states and more
than 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to
scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio
of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information
about Vireo, visit www.vireogrowth.com.
Forward-Looking Information
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 (i) Vireo’s and Cannabist’s future product portfolios
and their respective plans related thereto; (ii) future growth opportunities for Vireo and Cannabist; (iii) Vireo’s enhanced
performance over the combined footprint with Cannabist and plans for the acquired operations; (iv) Vireo’s plans to build a
scaled retail presence in Colorado, New Jersey, Massachusetts, Illinois or West Virginia; (v) Vireo’s and Cannabist’s
respective strategies, plans and commitments; (vi) the closing of the Transaction, including the expected timing thereof; and (vii) other
statements that are not historical facts. 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 Vireo, Cannabist or their respective 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. Forward-looking information
is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of each party’s
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 Vireo and Cannabist believe 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 neither Vireo nor Cannabist can give 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, in the case of each party: risks involved with the adverse impact of the Transaction on
Vireo’s or Cannabist’s respective businesses, financial conditions, and results of operations; Vireo’s and Cannabist’s
ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Transaction; the effects
of the Transaction on Vireo, Cannabist and the interests of their respective stakeholders; risks and uncertainties associated with the
Transaction, some of which are beyond either party’s control; the nature, cost, impact and outcome of pending and future litigation,
other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use
legislation in markets where Vireo or Cannabist currently operates; current and future market conditions, including the market price
of the subordinate voting shares of Vireo and Cannabist; 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 Vireo or Cannabist to raise additional financing to continue
as a going concern; Vireo’s ability to meet the demand for flower in its various markets; Vireo’s ability to dispose of its
assets held for sale at an acceptable price or at all; Cannabist’s ability to complete the CCAA Proceedings and Chapter 15 Proceedings;
and risk factors set out in Vireo’s Form 10-K for the year ended December 31, 2025, and Cannabist’s Form 10-K
for the year ended December 31, 2025, each of which is available on EDGAR with the U.S. Securities and Exchange Commission and filed
with the Canadian securities regulators and available under Vireo’s and Cannabist’s profiles 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, neither Vireo nor Cannabist undertakes any obligation to update any forward-looking statements or
forward-looking information to reflect events or circumstances after the date of such statements.
For Cannabist, additional information is available at https://cfcanada.fticonsulting.com/tcc/
For Vireo, contact:
Lynn Ricci
Director Investor Relations & Corporate Communications
investor@vireogrowth.com
(612) 314-8995
