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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):
May 26, 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 May 26, 2026, 256 County Route 117 Perth LLC (“Buyer”),
a Delaware limited liability company and a subsidiary of Vireo Growth Inc. (the “Company”), entered into a Premises Purchase
Agreement (the “Purchase Agreement”) with IIP-NY 2 LLC (“Seller”), a Delaware limited liability company and a
subsidiary of Innovative Industrial Properties, Inc.
Pursuant to the Purchase Agreement, Buyer agreed to acquire from Seller
all of Seller’s right, title and interest in and to certain improved real property located at 256 County Route 117 in Perth, New
York, together with related improvements, fixtures, personal property, leases and other rights (collectively, the “Property”),
for an aggregate purchase price of $88.5 million (the “Purchase Price”), subject to customary prorations and adjustments.
The Property is a 389,000 square foot cannabis cultivation and production facility previously leased from Seller.
Under the Purchase Agreement, the Purchase Price was satisfied through
a combination of (i) cash consideration paid at closing funded by the Chicago Atlantic Loan, as defined under Item 2.03 of this Current
Report on Form 8-K and (ii) a seller-financed loan in favor of Seller, as described under Item 2.03 of this Current Report on Form 8-K.
The Purchase Agreement provided Buyer with a diligence period and contains
customary representations, warranties, covenants, conditions precedent and termination rights. The Purchase Agreement also provides that
the Property is being sold on an “as-is, where-is, with all faults” basis, subject to limited exceptions set forth in the
Purchase Agreement and related conveyance documents.
The foregoing summary of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed as an Exhibit to the Company’s
quarterly report on Form 10-Q for the quarter ending June 30, 2026.
Furthermore, the information set forth under Item 2.03 of this Current
Report on Form 8-K with respect to the matters discussed therein is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
Seller Note
In connection with the Purchase Agreement described under Item 1.01
of this Current Report on Form 8-K, on May 26, 2026, Buyer entered into a term loan with Seller in the original principal amount of US$49.0
million (the “Seller Note”).
The Seller Note is evidenced by a promissory note and is secured by
a first-priority mortgage, assignment of leases and rents, security agreement, financing statement and fixture filing encumbering the
Property and related collateral (collectively, the “Seller Mortgage”).
Under the Seller Note and related loan documents:
| · | The original principal amount is US$49.0 million. |
| | | |
| · | The Seller Note bears interest at 15% per annum on the outstanding
principal balance, payable in monthly installments of interest only. |
| | | |
| · | The initial maturity date of the Seller Note is May 25, 2027. |
| | | |
| · | Buyer has the right, subject to the satisfaction of specified conditions,
to extend the maturity date of the Seller Note for up to two additional one-year periods, each upon payment of an extension
fee equal to 1.0% of the then-outstanding principal balance and the absence of any uncured event of default. |
| | | |
| · | The Seller Note is secured by a first-priority lien on the Property
and an absolute assignment of leases and rents, subject to a revocable license in favor of Buyer to collect and use rents prior to an
event of default. |
| · | The obligations of Buyer under the Seller Note and related loan documents
are unconditionally guaranteed by the Company pursuant to a guaranty agreement in favor of Seller. |
The Seller Note and Seller Mortgage contain customary covenants, events
of default (including non-payment, certain covenant breaches, insolvency-related events and certain cross-defaults) and remedies for a
transaction of this type, including, upon an event of default, the right of the lender to accelerate the indebtedness, foreclose on the
mortgage, collect rents directly and exercise other secured creditor remedies.
Chicago Atlantic Loan
Concurrently with the closing of the acquisition of the Property and
the issuance of the Seller Note, Buyer entered into a loan agreement with Chicago Atlantic Financial Services, LLC (together with its
affiliates, “Chicago Atlantic”), pursuant to which Chicago Atlantic provided Buyer with a term loan in the original principal
amount of US$41.0 million (the “Chicago Atlantic Loan”).
The Chicago Atlantic Loan is evidenced by a promissory note and is
secured by a second-priority mortgage, assignment of leases and rents, security agreement, financing statement and fixture filing encumbering
the Property and related collateral (collectively, the “Chicago Atlantic Mortgage”).
Under the Chicago Atlantic Loan and related loan documents:
| · | The original principal amount is US$41.0 million. |
| | | |
| · | The Chicago Atlantic Loan bears interest at prime plus 5.75% per annum and
matures on May 28, 2028. The Chicago Atlantic Loan allows for voluntary prepayment of the loan subject to a make-whole premium as described
therein. |
| |
· |
The Chicago Atlantic Loan is secured by a second-priority lien on the Property and related collateral and an assignment of leases and rents, in each case expressly subordinated to the Seller Note and Seller Mortgage pursuant to an intercreditor and subordination agreement among Seller (as senior lender), Chicago Atlantic (as subordinated lender and administrative agent), Buyer and certain of their affiliates. |
| |
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· |
The obligations of Buyer under the Chicago Atlantic Loan are guaranteed by Vireo Health, Inc., a Delaware corporation and a subsidiary of the Company, pursuant to a guaranty in favor of Chicago Atlantic. |
| |
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|
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· |
The Chicago Atlantic Loan and Chicago Atlantic Mortgage include customary covenants (including covenants intended to maintain Buyer as a single-purpose entity whose sole business is owning and operating the Property), events of default and secured creditor remedies. |
The Seller Note and the Chicago Atlantic Loan together represent direct
financial obligations of the Company or its consolidated subsidiaries within the meaning of Item 2.03 of Form 8-K, by virtue of the Company’s
guaranty of the Seller Note and its subsidiary’s guaranty of the Chicago Atlantic Loan.
The foregoing descriptions of the Seller Note, the Seller Mortgage,
the Chicago Atlantic Loan and the Chicago Atlantic Mortgage do not purport to be complete and are qualified in their entirety by reference
to such agreements, which will be filed as Exhibits to the Company’s quarterly report on Form 10-Q for the quarter ending June 30,
2026.
| Item 7.01 | Regulation FD Disclosure |
On May 26, 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 |
| 99.1* |
|
Press Release, dated as of May 26, 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) |
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|
| |
By: |
/s/
Tyson Macdonald |
| |
|
Tyson Macdonald |
| |
|
Chief Financial Officer |
Date: May 29, 2026
Exhibit 99.1
Vireo
Growth Inc. Exercises Option to Purchase New York Facility from Innovative Industrial Properties
MINNEAPOLIS,
Minnesota, May 26, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), today
announced that its subsidiary, 256 County Route 117 Perth LLC (the “Buyer”), completed the acquisition of premises located
at 256 County Route 117 in Perth, NY (the “Property”). The Property, also known as Vireo’s Johnstown, New York facility,
is a 389,000 square foot cannabis cultivation and production facility previously leased from IIP-NY 2 LLC (“IIP” or “Seller”),
a subsidiary of Innovative Industrial Properties, Inc. Vireo’s acquisition of the Property comes after Vireo exercised its
purchase option contained in a lease between Vireo Health of New York, LLC, as tenant, and IIP, as landlord.
The
purchase price for the Property was US$88.5 million. Pursuant to the terms of a purchase agreement between the Buyer and IIP dated
May 26, 2026 (the “Purchase Agreement”), IIP provided seller financing to the Buyer in the principal amount of
US$49 million (the “Seller Note”). The Seller Note bears interest at 15% per annum, matures on May 25, 2027, and is
subject to two one-year extension options. The Seller Note is secured by a first priority mortgage on the Property and is guaranteed
by the Company. The balance of the purchase price, together with closing costs, was funded by a loan from Chicago Atlantic Financial
Services, LLC in the amount of $41.0 million (the “Chicago Atlantic Loan”). The Chicago Atlantic Loan is secured by a second
priority mortgage on the Property, subordinate to the Seller Note pursuant to an intercreditor agreement, and is guaranteed by Vireo
Health, Inc., a subsidiary of the Company.
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 the expected benefits of the acquisition of the Property; the
Company’s expectations regarding its ability to service the debt incurred in connection with the acquisition of the Property; and
the Company’s ability to exercise the extension options on the Seller Note. 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, if any. 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 Company’s ability to service the debt
obligations incurred in connection with the acquisition of the Property, including the Seller Note and the Chicago Atlantic Loan;; risks
related to the Company’s ability to satisfy the conditions for the extension options on the Seller Note; risks that the anticipated
benefits of the acquisition of the Property may not be realized; the Company’s ability to maintain relationships with suppliers,
customers, employees and other third parties following the acquisition of the Property; 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
