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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2025
VERANO
HOLDINGS CORP.
(Exact
Name of Registrant as Specified in its Charter)
| British
Columbia A1 |
|
000-56342 |
|
98-1583243 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
224
West Hill Street, Suite 400
Chicago,
Illinois
(Address
of Principal Executive Offices)
60610
(Zip
Code)
(312)
265-0730
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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:
| |
☐ |
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 |
|
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 ☐
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. ☐
Explanatory
Note
On
September 15, 2025, Verano Holdings Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”)
disclosing the Company’s issuance of press release regarding its proposed redomicile from British Columbia, Canada to the U.S.
state of Nevada. This Amendment to the Original 8-K is being filed solely to: (i) clarify that the Original 8-K is soliciting material
being filed pursuant to Rule 14a-12 (“Rule 14a-12”) under the Securities Exchange Act of 1934, as amended, and (ii) include
certain legal disclaimers pursuant to Rule 14a-12.
Item 8.01 Other Events.
On
September 15, 2025, the Company issued a press release regarding its proposed redomicile from British Columbia, Canada to the U.S. state
of Nevada. A copy of such press release is filed as Exhibit 99.1 to this report.
The
information furnished under this item 8.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be
incorporated by reference into any filing under the Securities Act or the Exchange Act.
Additional
Information and Where to Find It
In
connection with the proposed continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada
in the United States (“Continuance”), the Company will file relevant materials with the Securities and Exchange Commission
(the “SEC”), including a preliminary proxy statement, which was filed with the SEC on September 12, 2025, and a definitive
proxy statement on Schedule 14A to be filed with the SEC. Following the filing of the definitive proxy statement (the “Proxy Statement”)
with the SEC, the Company will mail the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting
relating to the proposed Continuance. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY
READ THE PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS RELATING TO THE PROPOSED
CONTINUANCE THAT WILL BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED CONTINUANCE. Investors and stockholders will be able to obtain copies of the Proxy Statement
(when available) and other documents filed by the Company with the SEC, without charge, through the website maintained by the SEC at
https://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on our website at https://investors.verano.com.
Participants
in the Solicitation
The
Company and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect
of the proposed Continuance. Information about the Company’s directors and executive officers, including a description of their
direct or indirect interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 Annual
Meeting of Stockholders filed with the SEC on April 22, 2025. Stockholders may obtain additional information regarding the interests
of such participants by reading the Proxy Statement and other relevant materials regarding the proposed Continuance to be filed with
the SEC or incorporated by reference therein when they become available. Investors should read the Proxy Statement carefully when it
becomes available before making any voting or investment decisions.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release issued on September 15, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Date:
September 15, 2025 |
VERANO
HOLDINGS CORP. |
| |
|
| |
/s/
Laura Marie Kalesnik |
| |
Chief
Legal Officer, |
| |
General
Counsel and Secretary |
