Vireo Growth Inc. Files 8-K: Agreements, Delisting Notice, and Officer Changes

Ticker: VREOF · Form: 8-K · Filed: Dec 23, 2024 · CIK: 1771706

Vireo Growth Inc. 8-K Filing Summary
FieldDetail
CompanyVireo Growth Inc. (VREOF)
Form Type8-K
Filed DateDec 23, 2024
Risk Levelmedium
Pages15
Reading Time19 min
Key Dollar Amounts$0.52, $1.05, $31.0 m, $16.0 m, $11,860,800
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, delisting-notice, corporate-governance

TL;DR

Vireo Growth Inc. filed an 8-K detailing a material agreement, delisting notice, and executive changes.

AI Summary

Vireo Growth Inc. announced on December 17, 2024, that it entered into a material definitive agreement. The company also provided notice of delisting or failure to satisfy continued listing rules, and reported the departure of directors, election of new directors, and compensatory arrangements for certain officers. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions for Vireo Growth Inc., including potential delisting concerns and changes in its board and executive compensation, which could impact investor confidence and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions a notice of delisting or failure to satisfy continued listing rules, which presents a significant risk to the company's stock trading status.

Key Players & Entities

  • Vireo Growth Inc. (company) — Registrant
  • December 17, 2024 (date) — Earliest event reported
  • Goodness Growth Holdings, Inc. (company) — Former company name
  • Vireo Health International, Inc. (company) — Former company name

FAQ

What is the nature of the material definitive agreement entered into by Vireo Growth Inc.?

The filing indicates that Vireo Growth Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What are the reasons for the notice of delisting or failure to satisfy a continued listing rule for Vireo Growth Inc.?

The provided text states that Vireo Growth Inc. issued a notice of delisting or failure to satisfy a continued listing rule, but it does not specify the exact reasons for this notice.

Who are the directors whose departure is reported, and who has been elected?

The filing mentions the departure of directors and the election of directors, but the specific names of the individuals involved are not detailed in the provided text.

What are the compensatory arrangements for certain officers that are being disclosed?

The filing notes that there are compensatory arrangements for certain officers, but the specifics of these arrangements are not elaborated upon in the provided text.

When did Vireo Growth Inc. change its name from Goodness Growth Holdings, Inc.?

Vireo Growth Inc. changed its name from Goodness Growth Holdings, Inc. on June 7, 2021.

Filing Stats: 4,636 words · 19 min read · ~15 pages · Grade level 19.8 · Accepted 2024-12-23 17:15:52

Key Financial Figures

  • $0.52 — penings and expansion projects, and a US$0.52 share reference price for the Company's
  • $1.05 — dinate voting shares of the higher of US$1.05 or the 20-day volume weighted average p
  • $31.0 m — Deep Roots, Proper and Wholesome are US$31.0 million, US$31.0 million, and US$16.0 mil
  • $16.0 m — US$31.0 million, US$31.0 million, and US$16.0 million, respectively. EBITDA growth is d
  • $11,860,800 — on calculation an amount equal to (i) US$11,860,800 for the stockholders of Wholesome and (
  • $2,139,200 — he stockholders of Wholesome and (ii) US$2,139,200 for the stockholders of Proper for all
  • $37.5 million — ce of Arches, based on the greater of US$37.5 million or 5x certain revenue percentages of Ar
  • $0 — ep Roots Merger Agreement) divided by US$0.52, subject to a post-closing purchase
  • $31 million — eration is based upon a multiple of the $31 million Reference EBITDA described above, adjus
  • $75 m — an aggregate amount at least equal to US$75 million, the appointment by the Board of
  • $6,376,240 — ots to pay a termination fee equal to US$6,376,240. The Deep Roots Merger Agreement also p
  • $4,631,012 — per to pay a termination fee equal to US$4,631,012 . The Proper Merger Agreement also prov
  • $16 million — eration is based upon a multiple of the $16 million Reference EBITDA described above, adjus
  • $3,394,217 — ome to pay a termination fee equal to US$3,394,217. The Wholesome Merger Agreement also pr

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 18, 2024, Vireo Growth Inc. (the "Company"), entered into Merger Agreements (as defined herein) with respect to a business combination with each of (i) Deep Roots Holdings, Inc., a Nevada corporation ("Deep Roots") (the "Deep Roots Merger"); (ii) Proper Holdings Management, Inc. and NGH Investments, Inc., both Missouri corporations (together, "Proper") (the "Proper Mergers"); and (iii) WholesomeCo, Inc., a Delaware corporation ("Wholesome") (the "Wholesome Merger" and, collectively with the Deep Roots Merger and the Proper Mergers, the "Mergers"). As described in greater detail herein, each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers. The consideration to be paid to acquire each of Deep Roots, Proper and Wholesome is based, in each case, in part on an estimated multiple of a 2024 "Reference EBITDA", which is pro-forma for pending acquisitions as well as planned new retail openings and expansion projects, and a US$0.52 share reference price for the Company's subordinate voting shares. Pursuant to the Merger Agreements, former stockholders of each of Deep Roots, Proper and Wholesome may qualify for earnout payments made with the Company's subordinate voting shares following December 31, 2026, based on each target's Adjusted EBITDA (as defined in the applicable Merger Agreement) growth compared to such target's Reference EBITDA (at a 4x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share pric

View Full Filing

View this 8-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.