Goodness Growth Holdings Files 8-K

TL;DR

Goodness Growth Holdings filed an 8-K on 4/5/24 for a material agreement.

AI Summary

Goodness Growth Holdings, Inc. (formerly Vireo Health International, Inc.) filed an 8-K on April 5, 2024, reporting an entry into a material definitive agreement and financial statements as of April 1, 2024. The company, incorporated in British Columbia, has its principal executive offices in Minneapolis, Minnesota.

Why It Matters

This filing indicates a significant event or agreement for Goodness Growth Holdings, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — This is a routine filing reporting a material definitive agreement and financial statements, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Goodness Growth Holdings, Inc. (company) — Registrant
• Vireo Health International, Inc. (company) — Former company name
• April 1, 2024 (date) — Date of earliest event reported
• April 5, 2024 (date) — Date of report
• British Columbia (jurisdiction) — State or other jurisdiction of Incorporation
• Minneapolis, Minnesota (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $2.5 million — ecured loan to VireoNY in the amount of $2.5 million (the "Loan"), which was funded upon sig
• $5 million — o VireoNY in the amount of no less than $5 million ("ACE Loan"), to be repaid by VireoNY v
• $5.0 million — se price for the VireoNY Assets will be $5.0 million ("Purchase Price") plus the total amoun
• $3.0 m — , the Purchase Price will be reduced to $3.0 million, or (ii) after April 30, 2024, bu
• $4.0 million — , the Purchase Price will be reduced to $4.0 million. Pursuant to the Binding LOI, at the C

Filing Documents

• tm242479d1_8k.htm (8-K) — 35KB
• tm242479d1_ex99-1.htm (EX-99.1) — 17KB
• 0001104659-24-044241.txt ( ) — 226KB
• gdnsf-20240401.xsd (EX-101.SCH) — 3KB
• gdnsf-20240401_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20240401_pre.xml (EX-101.PRE) — 22KB
• tm242479d1_8k_htm.xml (XML) — 3KB

0 1 Entry into a Material Definitive Agreement

Item 1.0 1 Entry into a Material Definitive Agreement Binding Letter of Intent with ACE Venture Enterprises, Inc. On April 1, 2024, Goodness Growth Holdings Inc. (the "Company"), entered into a binding letter of intent (the "Binding LOI") with ACE Venture Enterprises, Inc. ("ACE", and together with the Company, the "Parties"). Under the terms of the Binding LOI, the Parties agreed to structure a transaction (the "Transaction") such that Ace Ventures, LLC, a subsidiary of ACE ("Ace LLC"), will acquire all assets of Vireo Health of New York, LLC, a subsidiary of the Company ("VireoNY") and a Registered Organization with the Office of Cannabis Management in New York ("RO License"). VireoNY's assets include, but are not limited to, its RO License, any and all assets used in the operation of and related to VireoNY's cannabis business within New York State, including leaseholds with Innovative Industrial Properties ("IIP") on the Johnstown cultivation and manufacturing campus ("Johnstown Campus"), its dispensaries, inventory, intellectual property, internal systems and all other assets (collectively, the "VireoNY Assets"). ACE also agreed to absorb VireoNY's present management and workforce upon closing of the definitive agreements executed in accordance with the terms of the Binding LOI (the "Closing Date"), subject to certain conditions discussed in the Binding LOI. Pursuant to the Binding LOI, ACE has committed to a Closing Date of no later than June 30, 2024. In connection with the signing of Binding LOI, the Company committed and agreed that it will provide an unsecured loan to VireoNY in the amount of $2.5 million (the "Loan"), which was funded upon signing of the Binding LOI. Additionally, ACE will have the right to issue an unsecured loan to VireoNY in the amount of no less than $5 million ("ACE Loan"), to be repaid by VireoNY via a promissory note on terms to be mutually agreed upon by the Parties, and subject to obtaining any required waivers under the Comp

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release dated April 1, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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. GOODNESS GROWTH HOLDINGS, INC. (Registrant) By: /s/ Josh Rosen Josh Rosen Interim Chief Executive Officer and Financial Officer Date: April 5, 2024

View Full Filing

View this 8-K filing on SEC EDGAR