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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):
June 5, 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 June 5, 2026, Vireo Growth Inc. (the “Company”), entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with Bridgewell Agribusiness LLC, an Oregon limited liability
company (“Bridgewell”), BWAB Holdings, LLC, an Oregon limited liability company (“BWAB Holdings”), Agribusiness
Holdings Limited Partnership, an Oregon limited partnership (“Agribusiness Holdings”), the persons listed as “Ultimate
Sellers” on Schedule I to the Purchase Agreement (each, a “Seller” and, collectively, the “Sellers”) and
certain other parties thereto. As described in the Purchase Agreement, Agribusiness Holdings owns 100% of the outstanding limited liability
company membership interests of BWAB Holdings, and BWAB Holdings owns 100% of the outstanding limited liability company membership interests
of Bridgewell. The Sellers collectively own 100% of the equity interests in Agribusiness Holdings (the “Partnership Interests”).
Pursuant to the Purchase Agreement, the Company agreed to acquire from the Sellers, all of the Partnership Interests, as a result of which
the Company will own 100% of the Partnership Interests in Agribusiness Holdings and, indirectly through Agribusiness Holdings and BWAB
Holdings, 100% of the outstanding membership interests of Bridgewell (the “Acquisition”).
Pursuant to the Purchase Agreement, the aggregate consideration for
the Acquisition was based on a base purchase price of US$40 million, subject to adjustments for assumed indebtedness that will remain
outstanding following closing and the assumption of certain other transaction expenses. After giving effect to such adjustments, the closing
purchase price was approximately US$13.66 million. At the closing of the Acquisition, as consideration for the Partnership Interests,
the Company agreed to issue to each Seller an unsecured, subordinated convertible promissory note (each, a “Convertible Note”
and, collectively, the “Notes”) in an original principal amount equal to each such Seller’s pro rata share of the estimated
closing purchase price, which Notes are expected to have an aggregate principal amount equal to the closing purchase price. The Notes
bear interest at a rate of 3.85% per annum, will mature on the fifth anniversary of their respective dates of issuance, unless earlier
converted in accordance with their terms, and are convertible into subordinate voting shares in the capital of the Company (the “Subordinate
Voting Shares”) upon the terms and subject to the conditions set forth therein. The Notes are convertible into an aggregate estimated
22,036,528 Subordinate Voting Shares on a pre-share consolidation basis at a deemed price of US$0.62 per share, subject to final post-closing
adjustment in accordance with the Purchase Agreement and the policies of the Canadian Securities Exchange. Under the Purchase Agreement
and the Notes, the conversion price is generally equal to the “Closing Share Price,” which is the greater of (i) the volume-weighted
average trading price of the Subordinate Voting Shares for the 20 consecutive trading days ending two trading days prior to the closing
of the Acquisition and (ii) US$0.62 per share, subject to customary anti-dilution adjustments, the minimum pricing rules of the Canadian
Securities Exchange, and customary conversion, redemption and events of default provisions. The Notes provide for conversion at the election
of the holders at any time on or after the second anniversary of the closing of the Acquisition and, subject to the terms and conditions
of the Notes, automatic conversion on or after the second anniversary of the closing of the Acquisition into Subordinate Voting Shares
at the applicable conversion price. In connection with entry into the Purchase Agreement, the Company and the holders of the Notes
entered into investor rights agreements (each an “Investor Rights Agreement”), providing such holders with certain piggyback
registration rights with respect to the securities to be issued upon conversion of the Notes. The form of Investor Rights Agreement appears
as Exhibit C to the Purchase Agreement.
The Purchase Agreement contains customary representations,
warranties and covenants of the parties, including, among others, covenants and closing deliverables relating to required regulatory
and third-party approvals (including approval of the Canadian Securities Exchange), the termination of certain tax qualified
retirement plans of Bridgewell and its subsidiaries, and the procurement of a six year directors’ and officers’
“tail” insurance policy. The Purchase Agreement provides for customary post-closing purchase price adjustments based on
actual cash, indebtedness, transaction expenses, pre closing taxes and working capital as of the closing date, which are generally
implemented through increases or decreases in the number of Subordinate Voting Shares issuable upon conversion of the Notes (or
through the issuance or transfer of Subordinate Voting Shares), rather than through cash escrows, and the Purchase Agreement does
not provide for any earn-out arrangements in favor of the Sellers; provided, however, that the Purchase Agreement provides that any
refunds, rebates, credits, recoveries or other amounts received by the Company or its affiliates after the closing that are
attributable to tariffs, duties or similar charges paid by Bridgewell or its subsidiaries prior to the closing (each, a
“Tariff Refund”) will be held by the Company in an account and applied to fund or reimburse the Sellers for certain obligations as specified in the Purchase Agreement.
In connection with the Acquisition, the Company assumed certain existing
indebtedness of Agribusiness Holdings, including subordinated promissory notes held by certain of the Sellers and their affiliates, as
well as a senior secured loan facility, all of which will remain outstanding following the closing of the Acquisition as assumed indebtedness.
In addition, a new subordinated promissory note (the “Redemption Note”) was issued on the closing date by Agribusiness Holdings
in favor of one of the Sellers, which also constitutes assumed indebtedness. The assumed indebtedness is described further in Item 2.03
of this Current Report on Form 8-K. The Acquisition closed on June 5, 2026, contemporaneously with the execution of the Purchase Agreement.
The foregoing description of the Purchase Agreement and the Notes does
not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, including the Investor
Rights Agreement contained therein, and the form of Convertible Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 of this Current Report on Form
8-K regarding the issuance of the Notes and the assumption of indebtedness in connection with the Acquisition is incorporated by reference
into this Item 2.03.
As described in Item 1.01, in connection with the closing of the Acquisition
on June 5, 2026, the Company (i) issued to the Sellers unsecured, subordinated convertible promissory notes (the “Notes”)
in an aggregate principal amount equal to the closing purchase price of approximately US$13.66 million, which Notes bear interest at a
rate of 3.85% per annum and mature on the fifth anniversary of their respective dates of issuance, unless earlier converted in accordance
with their terms, and (ii) assumed certain outstanding indebtedness of Agribusiness Holdings and its subsidiaries that will remain outstanding
following the closing of the Acquisition, consisting of approximately US$30.35 million in aggregate
principal and accrued interest, including approximately US$22.0 million outstanding under a senior secured loan and security agreement
with Chicago Atlantic Financial Services, LLC, as administrative agent. The terms of the Notes, including conversion terms, anti-dilution
adjustments, and events of default, are described in Item 1.01 and are incorporated herein by reference.
John Mazarakis, the Company’s Chief Executive Officer, is a partner
of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Financial Services, LLC.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 1.01 of this Current Report on Form
8-K regarding the issuance of the Notes and the Subordinate Voting Shares issuable upon conversion of the Notes is incorporated by reference
into this Item 3.02.
As described in Item 1.01, the Notes were issued, and the Subordinate
Voting Shares issuable upon conversion of the Notes will be issued, in transactions exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder,
as transactions not involving a public offering.
| Item 7.01 | Regulation FD Disclosure |
On June 5, 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 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 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Subordinated Convertible Promissory Note, by Vireo Growth Inc. in favor of the sellers party to that certain Securities Purchase Agreement, dated as of June 5, 2026, by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein. |
| 10.1* |
|
Securities Purchase Agreement (including Investor Rights Agreement), dated as of June 5, 2026, is entered into by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein. |
| 99.1** |
|
Press Release, dated as of June 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document) |
*Certain confidential information has been excluded from this exhibit
because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
**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) |
| |
|
| |
By: |
/s/
Tyson Macdonald |
| |
|
Tyson Macdonald |
| |
|
Chief Financial Officer
|
Date: June 11, 2026
Exhibit 99.1
Vireo Growth Inc. Completes
Acquisition of Bridgewell Agribusiness LLC and Plans to Acquire Dispensaries in Nevada and Maryland
MINNEAPOLIS,
Minnesota, June 5, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), today
announced the closing of its previously announced acquisition of all of the issued and outstanding
partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC (“Bridgewell”)
among other subsidiaries, pursuant to a Securities Purchase Agreement entered into among the various sellers named therein (the “Sellers”)
and certain other parties thereto (the “Bridgewell Transaction”).
The
Company also simultaneously announced that it entered into an Asset Purchase Agreement (“APA”) with M3
Wellness, LLC (“M3 Wellness”) for a Nevada dispensary, and that it previously entered into a definitive agreement with HA-MD,
LLC (“HA-MD”) for an equity interest in its Maryland dispensaries (collectively, the “Dispensary Transactions”).
Bridgewell
Transaction
Bridgewell is
a supplier of organic and non-GMO food and agricultural products to manufacturers. Bridgewell sources, procures and supplies organic
and non-GMO agricultural commodities and food ingredients, and acts as an intermediary between agricultural producers and food manufacturers,
providing customers with a reliable supply of raw materials and ingredients that meet applicable certification and regulatory standards.
“This
transaction represents an important step in the continued evolution of Vireo’s broader supply chain and procurement strategy,”
stated John Mazarakis, Chief Executive Officer of Vireo. “Bridgewell brings deep relationships,
procurement expertise, and scalable infrastructure that complement our existing operations and strengthen the ancillary cannabis segment
of our business. Together with our recent acquisition of The Hawthorne Gardening Company LLC,
and its subsidiaries, we believe this transaction enhances our ability to drive operational efficiencies and create long-term value across
our business.”
“Joining Vireo
marks an exciting new chapter for Bridgewell,” stated Patrick McCauley, Chief Executive Officer of Bridgewell. “We have built
our business around trusted supplier relationships, dependable sourcing capabilities, and customer service. By partnering with Vireo,
we believe we are well-positioned to expand our platform, pursue new growth opportunities, and continue delivering value to our customers
and partners.”
The aggregate
consideration for the Bridgewell Transaction was based on a base purchase price of US$40.0 million, subject to adjustments for assumed
indebtedness that will remain outstanding following closing and the assumption of certain other transaction expenses. After giving effect
to such adjustments, the closing purchase price was approximately US$13.66 million.
In connection
with the closing of the Bridgewell Transaction, Vireo issued unsecured, subordinated convertible notes to the Sellers (collectively, the
“Convertible Notes”). The Convertible Notes will convert on or after the second anniversary of closing into, on a pre-share
consolidation basis, an aggregate estimated 22,036,528 subordinate voting shares of Vireo at a deemed price of US$0.62 per share,
subject to final adjustment in accordance with the terms of the Securities Purchase Agreement and the policies of the Canadian Securities
Exchange.
Dispensary
Transactions
Vireo
entered into an APA dated June 5, 2026, to acquire an M3 Wellness dispensary, located in Hawthorne, Nevada, from M3 Wellness for
total consideration of $500,000, $290,000 of which is payable in cash on closing, and the balance of which will be satisfied by issuing,
on a pre-share consolidation basis, 416,667 subordinate voting shares of Vireo at closing. In addition, subject to the terms and conditions
of the APA, Vireo shall pay to M3 Wellness a single, performance-based earnout, based upon achievement of certain EBITDA benchmarks by
December 31, 2029. Completion of this Dispensary Transaction is subject to regulatory approval from the Nevada Cannabis Compliance
Board, as well as customary conditions, including receipt of necessary approvals.
Vireo
also announced that it previously entered into a definitive agreement dated November 3, 2025, to acquire an indirect 49% equity interest
in Chesapeake Integrated Health Institute, LLC and Maryland Alternative Relief, LLC from the current members of HA-MD (the sole owner
of such licenses) for total consideration of $1.55 million, $400,000 of which is payable in cash on closing (subject to adjustment based
on the financial condition of HA-MD at the time of closing), $400,000 of which will be paid under promissory note and the balance of which
will be satisfied by issuing, on a pre-share consolidation basis, 1,111,110 subordinate voting shares of Vireo at closing at a deemed
issue price per share of $0.675. Completion of this Dispensary Transaction is subject to regulatory approval from the Maryland Cannabis
Administration (which approval has been obtained), as well as customary additional conditions, including receipt of necessary approvals.
The share
consideration will be subject to customary resale restrictions under Canadian securities law and hold period under the rules of the
Canadian Securities Exchange. There can be no assurance that the Dispensary Transactions will be completed on the terms described herein,
or at all
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 Vireo’s intense local market focus while leveraging the strength of a national portfolio.
Vireo is committed to hiring industry leaders and deploying capital and talent where it believes 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.
Forward-Looking Information
This press release contains “forward-looking information”
or “forward-looking statements” within the meaning of applicable United States and Canadian securities legislation (referred
to herein as “forward-looking information”). 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 expectations around the Bridgewell Transaction or the Dispensary Transactions and the expected benefits
thereof; the final value of the consideration to be paid in the transaction; and the Company’s expectations around integration of
the operations of its recent acquisitions and timing thereof. 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 U.S. 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 related to receipt of necessary regulatory and third-party approvals for completion
of the Dispensary Transactions; risks and uncertainties associated with the Dispensary Transactions, some of which are beyond the Company’s
control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result
of the Bridgewell Transaction or Dispensary Transactions; the effects of the Bridgewell Transaction or Dispensary Transactions on the
Company and the interests of various constituents; 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 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 at www.sec.gov 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.
For Vireo, contact:
Lynn Ricci
Director Investor Relations & Corporate Communications
investor@vireogrowth.com
(612) 314-8995
