Vireo Growth Inc. Enters Material Agreement, Incurs Financial Obligation

TL;DR

Vireo Growth Inc. just signed a big deal with a new financial obligation.

AI Summary

Vireo Growth Inc. entered into a material definitive agreement on December 27, 2024, which also created a direct financial obligation for the company. The filing includes financial statements and exhibits related to this agreement. The company was formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Vireo Growth Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into new material agreements and financial obligations inherently carries risks related to performance, repayment, and market conditions.

Key Players & Entities

• Vireo Growth Inc. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• Goodness Growth Holdings, Inc. (company) — Former Company Name
• Vireo Health International, Inc. (company) — Former Company Name
• 207 South 9th Street (address) — Business and Mail Address
• Minneapolis, MN 55402 (address) — Business and Mail City, State, Zip

FAQ

Key Financial Figures

• $11,500,000 — the aggregate principal amount of up to $11,500,000. On the closing date of the Credit Agre
• $5,500,000 — the Lender made loans in the amount of $5,500,000 to Vireo Minnesota. On one or more subs
• $6,000,000 — loans in the aggregate amount of up to $6,000,000 subject to the satisfaction of certain
• $15,000,000 — r 31, 2024, Vireo Minnesota closed on a $15,000,000 principal amount loan with Stearns Bank

Filing Documents

• tm251715d1_8k.htm (8-K) — 30KB
• tm251715d1_ex10-1.htm (EX-10.1) — 699KB
• tm251715d1_ex10-2.htm (EX-10.2) — 203KB
• 0001104659-25-000793.txt ( ) — 1293KB
• gdnsf-20241227.xsd (EX-101.SCH) — 3KB
• gdnsf-20241227_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20241227_pre.xml (EX-101.PRE) — 22KB
• tm251715d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Vireo Minnesota Credit Agreement, Mortgage and Security Agreement On December 27, 2024, Vireo Health of Minnesota, LLC ("Vireo Minnesota"), a wholly-owned subsidiary of Vireo Growth Inc. (the "Company"), entered into a secured credit agreement (the "Credit Agreement") among Vireo Minnesota as Borrower, the Company and various affiliated entities as Guarantors (as defined therein), Chicago Atlantic Lincoln, LLC, the lender party thereto (the "Lender") and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (the "Agent"). Among other matters, the Credit Agreement provides that Lender will extend to Vireo Minnesota certain loans and commitments to make certain loans in the aggregate principal amount of up to $11,500,000. On the closing date of the Credit Agreement, the Lender made loans in the amount of $5,500,000 to Vireo Minnesota. On one or more subsequent funding dates after the closing date, the Lender may make loans in the aggregate amount of up to $6,000,000 subject to the satisfaction of certain terms and conditions set forth in the Credit Agreement. The maturity date of the Credit Agreement is June 26, 2026. The unpaid principal amount of the loans bear interest from the closing date or the applicable subsequent funding date, as applicable, at a per annum interest rate equal to 10.5%, which is due and payable in cash monthly on each payment date, in arrears. Chicago Atlantic Credit Advisers, LLC served as Lead Arranger under the Credit Agreement. The Credit Agreement is secured by Vireo Minnesota's interest in its leasehold estate in its Elk River, Minnesota property and certain business assets of Vireo Minnesota. This summary of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Stearns Bank Commercial Loan On December 31, 2024, Vir

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated December 27, 2024, among Vireo Health of Minnesota, LLC, the guarantors party thereto, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and collateral agent* 10.2 Construction and Business Loan Agreement, dated December 31, 2024, among Vireo Health of Minnesota, LLC, Vireo Health Inc., Vireo Growth Inc. and Stearns Bank National Association 104 Cover Page Interactive Data File (embedded within Inline XBRL document) * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

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 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR