VIREO GROWTH INC 8-K Filings

Vireo Growth Inc. (symbol: VREOF) is the issuer of record for a Form 8-K filing submitted to the SEC.

Vireo Growth Inc. (VREOF) announced that its Board has authorized a Normal Course Issuer Bid, allowing the company to repurchase up to 2,426,872 subordinate voting shares. This represents approximately 16.75% of issued and outstanding subordinate voting shares as of August 13, 2026.

The program runs from August 17, 2026 to August 17, 2027, with purchases made on the Canadian Securities Exchange through Haywood Securities Inc. under an automatic repurchase plan. Haywood may buy shares at prices up to US$18.75 per share, within preset parameters. Any shares repurchased will be cancelled, and Vireo is not obligated to purchase any shares. As of August 13, 2026, Vireo had 48,517,509 subordinate voting shares and 7,718 multiple voting shares outstanding, with the multiple voting shares convertible into 771,800 subordinate voting shares.

Vireo Growth Inc. disclosed two major developments. First, indirect subsidiary Prolific Supply LLC and affiliates entered into a senior secured, asset-based revolving credit facility with Bank of Montreal and other lenders, providing up to $85 million in aggregate commitments, with the ability to increase commitments by up to an additional $20 million to a potential total of $105 million. The facility matures on August 7, 2031 and bears interest at either Term SOFR plus 1.75%–2.00% or a base rate plus 0.75%–1.00%, and includes a 0.25% annual unused fee on undrawn amounts. Borrowings are secured by a first‑priority lien on substantially all assets of the loan parties and are guaranteed by key subsidiaries.

Second, Vireo completed the previously announced acquisition of certain Colorado retail cannabis assets from PharmaCann Inc. for total consideration of approximately $48.7 million, paid through the issuance of 3,004,751 subordinate voting shares and the assumption of certain liabilities. Of these, 2,943,023 shares were released at closing and 61,728 are held back for nine months. The acquired business includes 17 dispensaries, expanding Vireo’s Colorado retail footprint to 56 operational locations, with the operations now fully integrated into the company’s Colorado platform.

Vireo Growth Inc. reported a transformative second quarter for the period ended June 30, 2026, driven by an aggressive acquisition strategy in cannabis and agribusiness. GAAP revenue reached $209.3 million, up 335.1% year-over-year, with cannabis revenue of $175.8 million and non-cannabis revenue of $33.5 million. GAAP gross profit increased to $95.3 million, while adjusted EBITDA rose to $41.5 million from $13.3 million, although the adjusted EBITDA margin declined to 19.8% from 27.7% as integration and deal-related costs weighed on profitability.

The company closed the Hawthorne, Eaze and Bridgewell deals in the quarter and subsequently completed the PharmaCann acquisition, among other transactions. On a pro forma basis including key acquisitions, revenue would have been $254.9 million, and management states that, assuming all announced deals close, Vireo would operate approximately 270 dispensaries, potentially making it one of the largest U.S. cannabis operators by store count. The balance sheet expanded to $1.27 billion in total assets, with cash and restricted cash of $122.7 million and stockholders’ equity of $442.5 million, alongside higher debt and a $172.8 million uncertain tax liability.

Vireo Growth Inc. agreed to acquire four Ohio cannabis businesses—FarmaceuticalRx LLC, FarmaceuticalRx2 LLC, Canoe Hill Ohio LLC, and CAOH LLC—through all‑share transactions with an expected aggregate purchase price of approximately $208 million, satisfied by about 11 million subordinate voting shares issued in three tranches.

The Ohio entities contribute eight dispensaries, a cultivation and processing facility, and related real estate, creating a vertically integrated platform in Ohio. Each deal features 50% share consideration at closing and two 25% tranches at 90 and 180 days, with later tranches priced off a floor of $17.25 per share or a 20‑day VWAP, and 10% of shares placed in 24‑month escrow. Performance‑based mechanisms allow Vireo to claw back up to 25% of consideration shares if 2027 EBITDA and margin targets are not met while the share price exceeds $31.50.

One transaction, the CAOH acquisition, is a related party transaction under MI 61‑101 because CEO John Mazarakis is a seller; he will receive 421,344 shares, increasing his holdings by about 128.5%, and recused himself from board approval. Closings are subject to customary conditions and regulatory approvals and are expected in Q4 2026.

Vireo Growth Inc. entered an Agreement and Plan of Merger to acquire all outstanding equity of Planet 13 Holdings Inc. through a stock-for-stock merger in which a Vireo subsidiary will merge into Planet 13, with Planet 13 surviving as a wholly owned subsidiary.

At closing, each Planet 13 common share will be converted into the right to receive 0.015383618 Vireo subordinate voting share, with out-of-the-money options cancelled, in-the-money options converted into Vireo options, RSUs vesting and delivering shares that receive the same consideration, and warrants adjusting to become exercisable for Vireo shares based on the exchange ratio. The deal requires Planet 13 stockholder approvals, including minority approval under Canadian securities rules, regulatory clearances including cannabis approvals, and other customary conditions. The agreement provides non-solicitation covenants with a fiduciary out, an outside date of July 26, 2027 that may be extended to October 26, 2027 for outstanding cannabis approvals, voting and lock-up agreements with key Planet 13 holders, and a $1,800,000 termination fee payable by Planet 13 in specified circumstances.

Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. through a merger in which each Planet 13 common share (other than specified excluded shares) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share, subject to the Merger Agreement’s terms. The implied consideration reflects a 16.6% premium to Planet 13’s 20‑day volume weighted average price and a 24% premium to its closing price on July 24, 2026. Completion depends on Planet 13 stockholder approval (including a majority of disinterested votes under Multilateral Instrument 61‑101), effectiveness of a Form S‑4 registration statement, Canadian Securities Exchange approval for listing the new Vireo shares, and required cannabis regulatory approvals.

Strategically, the transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capacity of up to 2.3 million square feet in Nevada, a distribution license, and a cannabis consumption lounge license, deepening Vireo’s positions in Nevada and Florida and supporting its Illinois platform. After completing this and previously announced acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15 states, positioning it as the largest U.S. cannabis operator by dispensary count. The Merger Agreement includes a US$1,800,000 termination fee payable by Planet 13 to Vireo in specified circumstances.

Vireo Growth Inc., through subsidiary Vireo Health of Arcadia, LLC, agreed to acquire cannabis cultivation, manufacturing and retail operations from subsidiaries of The Cannabist Company across Colorado, Illinois, Massachusetts, New Jersey and West Virginia for up to US$35 million, including up to US$18.75 million in cash and up to US$16.25 million in seller financing.

The transaction, to be implemented through a Canadian court sale process tied to Cannabist’s CCAA proceedings, is expected to close market by market through 2026 and into 2027, subject to a sale approval order and extensive cannabis regulatory approvals. Vireo expects the deal to add up to 25 dispensaries, one cultivation and one production asset, bringing its pro forma retail footprint to about 230 dispensaries across 15 states and deepening its Colorado presence to eight dispensaries. The companies highlight significant regulatory, operational and integration risks, and indicate there is no assurance that all market-level closings will be completed.

Vireo Growth Inc. filed an amended report to add detailed financial statements for The Hawthorne Gardening Company and pro forma information for its recent acquisitions of Hawthorne and Eaze, Inc. This gives a clearer picture of the combined business.

Hawthorne generated $130.2 million in net sales and a $9.6 million net loss for the year ended September 30, 2025, with total assets of $111.6 million and business equity of $73.8 million. The business incurred $10.6 million in impairment, restructuring and other charges and relied on its parent for centralized services and financing.

To acquire Hawthorne, Vireo issued 213,000,000 subordinate voting shares at a deemed $0.60 per share and 80,000,000 warrants exercisable at $0.85 per share, both subject to lock-up terms. The earlier Eaze merger added a further 90,379,591 subordinate voting shares as estimated consideration. The new pro forma condensed combined financials show how these deals would have affected Vireo’s 2025 balance sheet and results under U.S. GAAP.

Vireo Growth Inc. has signed a definitive arrangement agreement to acquire C21 Investments Inc. in an all-share transaction structured as a court-approved plan of arrangement in British Columbia. Each C21 share will be exchanged for 0.023052 Vireo subordinate voting shares, subject to anti-dilution adjustments.

Closing depends on C21 shareholder approvals, court orders, cannabis and other regulatory approvals, and customary conditions, including C21 transaction expenses not exceeding $2,000,000 and limited use of dissent rights. C21 must generally pay Vireo a $3,000,000 termination fee if it accepts a superior proposal or in other specified circumstances, and either party may owe a $1,000,000 expense reimbursement fee for certain breach-related terminations. The arrangement has an outside date of May 31, 2027.

Vireo expects the acquisition of C21 to expand its Nevada presence to about 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity, adding C21’s Silver State Relief and related brands to Vireo’s existing multi-state platform.

Vireo Growth Inc. filed an amended report to add full-year 2025 financials for its newly acquired subsidiary Eaze, Inc. and pro forma results for the combined company. Eaze generated $141.1 million in 2025 sales and recorded a net loss of $24.1 million, with total assets of $101.8 million and stockholders’ equity of $18.8 million.

The amendment also provides pro forma 2025 figures as if the Eaze merger had been in place all year, showing combined revenue of $409.9 million and a net loss of $94.9 million. Vireo issued about 90.4 million subordinate voting shares, valued at an estimated $34.3 million, as closing consideration. Eaze operates cannabis cultivation, manufacturing and retail businesses in Colorado, California and Florida and is affected by U.S. tax rules such as Section 280E and evolving federal cannabis regulation, including a recent move to reclassify certain marijuana-related products to Schedule III.

Vireo Growth Inc. closed the acquisition of Agribusiness Holdings Limited Partnership, giving it indirect ownership of Bridgewell Agribusiness LLC, a supplier of organic and non-GMO food and agricultural products. The transaction used a base purchase price of US$40.0 million, with adjustments for debt and expenses resulting in a closing purchase price of about US$13.66 million.

As consideration, Vireo issued unsecured, subordinated convertible notes to the sellers with an aggregate principal of approximately US$13.66 million, bearing 3.85% annual interest and maturing in five years, convertible into an estimated 22,036,528 subordinate voting shares at a deemed price of US$0.62 per share on a pre-share consolidation basis. The company also assumed about US$30.35 million of existing indebtedness, including roughly US$22.0 million under a senior secured loan.

Vireo additionally agreed to acquire a Nevada dispensary from M3 Wellness for $500,000 (part cash, part shares) and a 49% indirect equity interest in Maryland dispensaries from HA-MD for $1.55 million, combining cash, a promissory note, and share consideration, each subject to regulatory and customary closing conditions.

Vireo Growth Inc. is implementing a 30-for-1 share consolidation of its subordinate, multiple, and super voting share classes, effective at market open on the record date of June 5, 2026. Shareholders approved a consolidation range and the board selected the 30-for-1 ratio.

After the consolidation, issued and outstanding Subordinate Voting Shares will decrease from 1,455,017,319 to approximately 48,500,577, and Multiple Voting Shares from 232,490 to approximately 7,749, with no Super Voting Shares outstanding. Each shareholder’s percentage ownership and voting power will remain effectively the same, subject to minor rounding.

No fractional shares will be issued; any fractions will be rounded down to the nearest whole share with no cash in lieu, and the exercise or conversion terms of outstanding convertible securities will be proportionately adjusted. The Subordinate Voting Shares will continue trading on the CSE as “VREO” and OTCQX as “VREOF” under new ISIN and CUSIP identifiers.

Vireo Growth Inc. has changed its independent auditor. On June 5, 2026, the Board, following the Audit Committee’s recommendation, dismissed Davidson & Company LLP as independent registered public accounting firm. Davidson’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with Davidson.

On the same date, the Board approved the appointment of BDO USA, P.C. as Vireo’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. A press release on June 9, 2026 framed the move as right-sizing the audit firm to support Vireo’s fast-paced M&A growth strategy in the cannabis market.

Vireo Growth Inc. reported that shareholders approved all six proposals at its May 29, 2026 annual general and special meeting. A quorum was present and the number of directors was set at seven.

Shareholders elected all seven director nominees, authorized a share consolidation at a ratio between 20-for-1 and 40-for-1 at the board’s discretion, and reappointed Davidson & Company LLP as auditors. They also approved a Second Amendment to CEO John Mazarakis’s employment agreement and a related distribution of securities to him, as described in the company’s circular.

Vireo Growth Inc. completed the acquisition of its Johnstown, New York cannabis cultivation and production facility for US$88.5 million. The 389,000 square foot property was previously leased from a subsidiary of Innovative Industrial Properties and is now owned through Vireo’s subsidiary 256 County Route 117 Perth LLC.

The purchase was financed with a US$49.0 million seller-financed term loan bearing 15% annual interest and maturing on May 25, 2027, plus a US$41.0 million term loan from Chicago Atlantic at prime plus 5.75% maturing on May 28, 2028. Both loans are secured by mortgages on the property and are guaranteed by Vireo or its subsidiaries, increasing the company’s secured debt while giving it full ownership of a key operating asset.

Vireo Growth Inc. reported strong expansion for the quarter ended March 31, 2026, driven largely by acquisitions. GAAP revenue reached $106.2 million, up 333.5% year-over-year, while GAAP gross profit was $59.3 million with a 55.8% margin. Adjusted EBITDA rose to $32.7 million, a 30.8% margin, compared with $6.6 million a year earlier.

Despite growth, the Company recorded a net loss of $20.3 million, similar per-share loss of $0.02 but on a much larger share base. Vireo ended the quarter with $137.8 million in cash and total current assets of $258.3 million versus current liabilities of $215.8 million.

The quarter and subsequent period included major M&A activity: closing the Schwazze acquisition and PharmaCann management agreement, completing the Eaze and Hawthorne deals, and signing a definitive agreement to acquire FLUENT plus a California retail joint venture with Glass House Brands. Vireo also highlighted the U.S. Department of Justice’s move to reclassify certain cannabis products to Schedule III and is evaluating potential operational and tax impacts.

Vireo Growth Inc. plans to acquire all outstanding shares of FLUENT Corp. in an all-stock transaction under a court-approved plan of arrangement. Each FLUENT share will be exchanged for 0.0705359 of a Vireo subordinate voting share, subject to standard anti-dilution adjustments.

Vireo expects, subject to regulatory approvals, to deepen its Florida presence to approximately 74 stores and about 144,000 square feet of combined cultivation and production canopy. The deal is conditioned on FLUENT shareholder and court approvals, a US$30 million debt-for-equity equitization, limited dissent, and other regulatory and financing milestones, with closing targeted for the fourth quarter of 2026.

Vireo Growth Inc. has completed the acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company. Vireo issued 213,000,000 subordinate voting shares at a deemed price of US$0.60 and granted Warrants to purchase 80,000,000 shares at US$0.85, exercisable for five years.

Through the transaction, Vireo gained approximately US$35 million of cash, about US$58 million of net working capital, and US$20 million of inventory over two years, which together are described as contributing roughly US$110 million of cash and net working capital. The seller’s designee, Good Dog Holdings LLC, now owns about 14% of Vireo’s shares, potentially rising to about 19% if all Warrants are exercised, and its nominee, ScottsMiracle-Gro executive Chris Hagedorn, has been put forward for election to Vireo’s Board.

Vireo Growth Inc. completed its acquisition of Eaze Inc., issuing 90,379,591 subordinate voting shares as estimated closing merger consideration based on US$47,040,000 in base consideration. Former Eaze stockholders may receive additional earnout shares after December 31, 2026, capped at the number issued at closing.

The company will grant 3,500,000 fully vested RSUs to Eaze employees and additional incentive RSUs tied to the earnout. Vireo also implemented lock-ups on Eaze stockholder shares through March 1, 2028 and closed a strategic partnership in New York, transferring 51% of Vireo Health of New York LLC to Ace Venture of NY LLC while retaining key cash-flow rights.

Separately, Vireo approved a new compensation package for CEO John Mazarakis, including a potential base salary increase to US$2,250,000, annual grants of 10,000,000 fully vested shares for five years subject to trading volume conditions, and large performance-based equity awards tied to long-term enterprise value and adjusted EBITDA goals.

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.

Vireo Growth Inc. completed the acquisition of key assets from Schwazze, including 45 dispensaries across Colorado and New Mexico and two manufacturing facilities, using a credit bid of approximately $111 million of Schwazze’s 13% senior secured notes and assumption of specified liabilities. The credit bid discharged the notes at closing, and a Vireo subsidiary became majority owner of NewCo, which now holds the acquired assets.

To fund its role as lender, CO Acquisition Vehicle entered into a $26,000,000 term loan facility, with $25,000,000 initially advanced at a fixed 20.0% interest rate and a make-whole on certain prepayments through March 30, 2027. NewCo separately entered into a senior secured term loan facility with Chicago Atlantic affiliates, consisting of a Tranche A term loan of about $50 million maturing in 2031 and a Tranche B term loan of about $12.7 million maturing in 2033, both bearing fixed interest of 12.0% payable semi-annually.

The press release notes Vireo is acquiring 24 dispensaries in Colorado, 21 in New Mexico and one manufacturing facility in each state at an assumed share price of $0.661, at an implied estimated valuation of under 4x pro forma EBITDA. Vireo positions the deal as part of a strategy to build a scaled retail presence in Colorado and New Mexico that could grow to over 75 dispensaries over time, and appoints Justin Dye as chairman and Forrest Hoffmaster as CEO of the regional business.

Vireo Growth Inc. reported a transformative 2025 with rapid revenue expansion but continuing losses and a much larger balance sheet. Q4 GAAP revenue reached $104.5 million, up 317.7% from $25.0 million, driven largely by recently closed acquisitions. Q4 GAAP gross profit rose to $56.9 million and Adjusted EBITDA grew to $29.5 million, giving a 28.2% margin and showing improved profitability on an operating basis.

On a pro forma basis that assumes prior mergers were in place, Q4 revenue grew 26.1% year over year and pro forma Adjusted EBITDA rose 30.0%. Full-year 2025 revenue was $268.8 million versus $99.4 million, but the company still posted a net loss of $68.1 million. As of December 31, 2025, Vireo held $122.5 million in cash and total current assets of $305.1 million against $191.5 million in current liabilities, including a large uncertain tax liability. Management highlighted completed integrations of Deep Roots, Proper, and Wholesome with realized overhead synergies and outlined further expansion via pending all-share acquisitions of PharmaCann Colorado dispensary assets and Eaze, plus a nonbinding MOU to potentially acquire Hawthorne.

Vireo Growth Inc. disclosed that it has signed an Agreement and Plan of Merger to combine with Eaze Inc.. The deal values Eaze at approximately US$47 million in base consideration, to be paid in Vireo subordinate voting shares, with the exact share count based on a reference price of US$0.56 per share and subject to post-closing adjustments for cash, debt, working capital, transaction expenses, and tax items.

Former Eaze stockholders may receive additional earnout payments in Vireo shares after December 31, 2026, based on Eaze Adjusted EBITDA formulas, capped at no more than the number of shares issued at closing. Eaze holders will sign lock-up agreements that gradually release their Vireo shares between March 1, 2027 and March 1, 2028. Closing depends on shareholder approvals, regulatory consents including Canadian Stock Exchange approval, minimum cash at closing, and absence of material adverse effects.

Vireo Growth Inc. reported that it has agreed to acquire additional 13% Senior Secured Convertible Notes of Medicine Man Technologies, Inc. d/b/a Schwazze from existing noteholders in a secondary purchase. The Notes have a value of approximately $2.6 million, including principal and accrued interest, and are being acquired for total consideration of about $1.6 million, to be paid in Vireo’s subordinate voting shares at a deemed price of $0.54 per share. Following these purchases, Vireo expects to hold roughly 89% of the total outstanding Notes, with closing targeted by December 31, 2025, subject to Canadian Stock Exchange approval.

The Schwazze Notes bear 13% annual interest, payable quarterly, and mature on December 7, 2026, with Schwazze obligated to repay principal plus accrued interest at maturity. Schwazze is currently in default on its payment obligations under the Notes, which are secured by various Schwazze assets and subsidiaries. The filing also notes that Vireo’s Chief Executive Officer, John Mazarakis, is a partner of Chicago Atlantic Group, LP, an affiliate of the collateral agent for the Notes, highlighting a related-party connection.

Vireo Growth Inc. announced that its wholly owned subsidiary, Vireo Health, Inc., has entered into an Asset Purchase Agreement to acquire assets used in certain cannabis dispensaries in Colorado from PharmaCann Inc. and its subsidiaries. The buyer will issue subordinate voting shares of Vireo Growth with a value of $49,000,000.00 as consideration and will assume certain liabilities, with potential adjustments to the share consideration based on future events.

An affiliate of Vireo Growth has also signed a Management Services Agreement to provide management services for the dispensaries until closing. The transaction includes customary representations, warranties and covenants, and is subject to key conditions, including required regulatory approvals and consent from the Colorado Department of Revenue’s Marijuana Enforcement Division. The agreement can be terminated under specified circumstances, including if closing has not occurred by June 1, 2027, or if a governmental body blocks the deal, and there is no assurance the transaction will be completed.

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.

Vireo Growth Inc. furnished a press release reporting its financial results for the quarter ended September 30, 2025. The release was provided as Exhibit 99.1 under Item 2.02 and is treated as furnished, not filed, under the Exchange Act.

Vireo Growth Inc. (VREOF) announced a comprehensive settlement with Verano Holdings Corp., dismissing all outstanding litigation between the parties. The litigation began on October 21, 2022 and related to the January 31, 2022 arrangement agreement. The Company stated the value of the settlement is approximately US$10 million, consisting of the acquisition of certain real estate assets and US$1 million in cash. The Board of Directors approved the terms.

The settlement concludes a multi-year dispute and includes both cash and property components, which the Company characterizes as collectively valued at roughly US$10 million. Vireo furnished a press release as Exhibit 99.1.

Vireo Growth Inc. (VREOF) entered a restructuring support agreement to address Schwazze’s capital structure and operations. The plan contemplates a UCC Article 9 asset sale of a majority of Schwazze’s assets to a new entity (“NewCo”) that will be majority owned by Vireo, followed by a liquidation of Schwazze’s remaining assets. The collateral agent, at Vireo’s direction, may submit a credit bid using Schwazze’s 13% Senior Secured Convertible Notes due December 7, 2026, with the sale open to higher competing bids.

The agreement includes up to $62 million in financing to NewCo, a portion of which will refinance Star Bud Holders in full. If completed, obligations under the Senior Secured Notes and Star Bud Notes would be extinguished, and NewCo would become an indirect majority‑owned subsidiary of Vireo. Separately, Vireo acquired approximately 86% of Schwazze’s Senior Secured Notes, valued at about $91,000,000 (principal and accrued interest), for total consideration of about $62,000,000, paid in 114,807,815 subordinate voting shares at a deemed price of $0.54 per share. Schwazze is in default on these notes. The transactions are subject to milestones, regulatory approvals, and other closing conditions.

Vireo Growth Inc. has agreed to acquire approximately $91,000,000 of Medicine Man Technologies, Inc. d/b/a Schwazze 13% Senior Secured Convertible Notes due December 7, 2026, for total consideration of about $62,000,000.

The notes being purchased represent roughly 86% of the total outstanding notes, and Vireo will pay the noteholders in its subordinate voting shares valued at a deemed price of $0.54 per share. The transaction is expected to close by October 31, 2025, subject to approval by the Canadian Stock Exchange.

The Schwazze notes accrue interest at 13% per year, are secured by various Schwazze assets, and Schwazze is currently in default on its payment obligations under these notes. Vireo is relying on private offering exemptions under Section 4(a)(2) and Rule 506 of the Securities Act to issue the shares.