Vireo Growth Inc. Terminates Agreement, Appoints Officers

TL;DR

Vireo Growth Inc. terminated a key deal and shuffled execs on Oct 9th.

AI Summary

Vireo Growth Inc. announced the termination of a material definitive agreement on October 9, 2024. The company also reported changes in its board and officer appointments, along with compensatory arrangements for certain officers. This filing also includes financial statements and exhibits.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial performance. Changes in leadership and compensation structures also signal potential shifts in operational focus.

Risk Assessment

Risk Level: medium — Termination of a material agreement and executive changes can introduce uncertainty and potential financial instability.

Key Players & Entities

• Vireo Growth Inc. (company) — Registrant
• October 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $800,000 — n Rogue a lump sum termination fee of US$800,000 on or prior to October 18, 2024 or US$1
• $1,000,000 — 00 on or prior to October 18, 2024 or US$1,000,000 in scheduled payments of US$250,000 eac
• $250,000 — US$1,000,000 in scheduled payments of US$250,000 each on October 18, 2024, December 31,
• $0.50 — s with an exercise price per share of US$0.50. Such options expire October 9, 2027. F
• $300,000 — ntinuation for two years at a rate of US$300,000 per year. Pursuant to the Separation Ag
• $1,000 — be paid consulting fees at a rate of US$1,000 per hour for his advice and involvement
• $325,000 — a to receive an annual base salary of US$325,000, and Ms. Shimpa is eligible to earn a c

Filing Documents

• tm2426103d1_8k.htm (8-K) — 35KB
• tm2426103d1_ex10-1.htm (EX-10.1) — 29KB
• tm2426103d1_ex10-2.htm (EX-10.2) — 47KB
• tm2426103d1_ex10-3.htm (EX-10.3) — 74KB
• tm2426103d1_ex99-1.htm (EX-99.1) — 17KB
• tm2426103d1_ex99-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-108300.txt ( ) — 421KB
• gdnsf-20241009.xsd (EX-101.SCH) — 3KB
• gdnsf-20241009_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20241009_pre.xml (EX-101.PRE) — 22KB
• tm2426103d1_8k_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On October 9, 2024, Vireo Growth Inc. (the "Company") and Grown Rogue Unlimited, LLC ("Grown Rogue"), mutually agreed to terminate the Consulting Agreement ("Consulting Agreement") between the parties dated May 24, 2023, as amended September 20, 2023, effective September 30, 2024. Under the Consulting Agreement, Grown Rogue provided the Company with assistance in commercializing the Company's products. As part of the termination agreement, Vireo forfeited 4.5 million of the 8.5 million Grown Rogue warrants the Company received under the Consulting Agreement and has the option to pay Grown Rogue a lump sum termination fee of US$800,000 on or prior to October 18, 2024 or US$1,000,000 in scheduled payments of US$250,000 each on October 18, 2024, December 31, 2024, March 31, 2025 and June 30, 2025. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Joshua Rosen Resignation On October 10, 2024, Joshua Rosen, Chief Executive Officer, Interim Chief Financial Officer and Director of the Company resigned from all of his positions with the Company. Mr. Rosen did not resign because of a disagreement with the Company on any matter related to the Company's operations, policies or practices. In conjunction with this event, the parties have entered into a separation agreement ("Separation Agreement") dated October 9, 2024 that provides, among other things, for the grant of 500,000 restricted stock units, which vest in 12 equal installments commencing January 1, 2025 and ending on December 1, 2025 and 500,000 immediately exercisable stock options with an exercise price per share of US$0.50. Such options expire October 9, 2027. Further, Mr. Rosen will receive salary continuation for two years at a rate of US$300,000 per year. Pursuant to the Separation Agreement, the vesting of 250,000 options granted to Mr. Rosen

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 10, 2024, the Company issued a press release announcing the matters addressed in this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Separation Agreement between Vireo Growth Inc. and Joshua Rosen dated October 9, 2024 10.2 Consulting Agreement between Vireo Growth Inc. and Joshua Rosen dated October 10, 2024 10.3 Restated Employment Agreement between Vireo Growth Inc., Vireo Health, Inc. and Amber Shimpa dated October 9, 2024 99.1 Press Release dated October 10, 2024* 104 Cover Page Interactive Data File (embedded within Inline XBRL document) *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/ Amber Shimpa Amber Shimpa Chief Executive Officer and President Date: October 15, 2024

View Full Filing

View this 8-K filing on SEC EDGAR