Vireo Growth Inc. Files 8-K/A Amendment

TL;DR

Vireo Growth Inc. amended its 8-K filing from Dec 17, 2024, with new details on a material agreement.

AI Summary

Vireo Growth Inc. filed an amendment (8-K/A) on January 6, 2025, related to a material definitive agreement entered into on December 17, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company was formerly known as Vireo Health International, Inc. and Goodness Growth Holdings, Inc.

Why It Matters

This amendment provides updated information and disclosures regarding a significant agreement, which could impact investors' understanding of the company's current contractual obligations and financial position.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements can indicate changes or complexities in business dealings that may carry inherent risks.

Key Players & Entities

• Vireo Growth Inc. (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported
• January 6, 2025 (date) — Filing Date
• Vireo Health International, Inc. (company) — Former Company Name
• Goodness Growth Holdings, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.625 — res of the Company at a cash price of US$0.625 per subordinate voting share for total
• $75,000,000 — for total proceeds to the Company of US$75,000,000, with closing subject only to applicabl
• $81,000,000 — ceeds to the Company of approximately US$81,000,000. The information provided herein shall

Filing Documents

• tm251715d2_8ka.htm (8-K/A) — 29KB
• tm251715d2_ex99-1.htm (EX-99.1) — 13KB
• tm251715d2_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-001369.txt ( ) — 217KB
• gdnsf-20241217.xsd (EX-101.SCH) — 3KB
• gdnsf-20241217_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20241217_pre.xml (EX-101.PRE) — 22KB
• tm251715d2_8ka_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Subscription Agreement On December 17, 2024, the Company entered into definitive subscription agreements (the "Subscription Agreements") with certain investors to sell 120,000,000 subordinate voting shares of the Company at a cash price of US$0.625 per subordinate voting share for total proceeds to the Company of US$75,000,000, with closing subject only to applicable Canadian Stock Exchange notice periods (the "Equity Raise"). The securities are being sold in reliance upon the exemptions from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act. The Subscription Agreements contain customary representations and warranties and agreements of the Company and each investor and customary indemnification rights and obligations of the parties. The representations and warranties of each party set forth in the Subscription Agreements have been made solely for the benefit of the other parties to the subscription agreements, and such representations and warranties should not be relied on by any other person. Additionally, the Subscription Agreement provides for a six-month lock-up period on the subordinate voting shares sold to each investor starting from the Closing Date of the Equity Raise during which time the subordinate voting shares will not be transferable by the investor without the prior written consent of the Company. On December 31, 2024, the Company announced the closing of the Equity Raise on December 30, 2024. The investors participating in the Equity Raise subscribed for 129,536,874 subordinate voting shares at a price of US$0.625 per subordinate voting share, resulting in gross proceeds to the Company of approximately US$81,000,000. The information provided herein shall not constitute an offer to sell or

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 31, 2024, the Company issued a press release announcing the matters disclosed in this Amendment to 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.2 Form of Subscription Agreement* 99.1 Press Release, dated as of December 31, 2024** 104 Cover Page Interactive Data File (embedded within Inline XBRL document) * Previously filed. **Furnished herewith

SIGNATURES

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: January 6, 2025

View Full Filing

View this 8-K/A filing on SEC EDGAR