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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): October 27, 2025
VERANO
HOLDINGS CORP.
(Exact
Name of Registrant as Specified in its Charter)
| British
ColumbiaDE |
|
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 60610
(Address
of Principal Executive Offices) (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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On
October 27, 2025, Verano Holdings Corp. (the “Company”) held a special meeting of shareholders
(the “Special Meeting”) virtually. As of the close
of business on the record date of September 25, 2025, there were 361,815,879 Class A subordinate voting shares of the Company and 0 Class
B subordinate voting shares of the Company outstanding and entitled to vote at the Special Meeting.
At
the Special Meeting, the following proposal was submitted to a vote of the Company’s shareholders, with the final voting results
indicated below:
The
Company’s shareholders passed a special resolution to approve a plan of arrangement under Section 288 of the Business Corporations
Act (British Columbia) involving, among other things, the continuance of the Company from the laws of British Columbia, Canada to the
laws of the State of Nevada in the United States.
| Shares
Voted For |
|
Shares
Voted Against |
|
Abstentions |
| 101,714,152
(84.8%) |
|
18,147,223
(15.1%) |
|
32,066
(0.1%) |
Item
8.01 Other Events.
On
October 28, 2025, Verano Holdings Corp. (the “Company”) issued a press release announcing the voting results from the Special
Meeting. 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.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release issued on October 28, 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.
| |
VERANO
HOLDINGS CORP. |
| |
|
|
| Date:
October 28, 2025 |
By: |
/s/
Laura Marie Kalesnik |
| |
Name: |
Laura
Marie Kalesnik |
| |
Title: |
Chief
Legal Officer, General Counsel and Secretary |
