Vireo Growth Inc. Files 8-K on Material Agreement & Equity Sales

TL;DR

Vireo Growth Inc. (VREO) filed an 8-K detailing a material agreement and unregistered equity sales on Oct 2nd.

AI Summary

Vireo Growth Inc. (formerly Goodness Growth Holdings, Inc. and Vireo Health International, Inc.) filed an 8-K on October 8, 2025, reporting on events that occurred on October 2, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The company is incorporated in British Columbia and its principal business address is in Minneapolis, Minnesota.

Why It Matters

This 8-K filing signals significant corporate activity for Vireo Growth Inc., potentially impacting its financial structure and shareholder equity through new agreements and the issuance of unregistered securities.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities, which can carry higher risks for investors due to limited disclosure and potential liquidity issues.

Key Players & Entities

• Vireo Growth Inc. (company) — Registrant
• Goodness Growth Holdings, Inc. (company) — Former Company Name
• Vireo Health International, Inc. (company) — Former Company Name
• October 2, 2025 (date) — Earliest event date
• October 8, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $91,000,000 — es, which have a value of approximately $91,000,000, consisting of principal and accrued in
• $62,000,000 — or total consideration of approximately $62,000,000. The Notes to be purchased by the Compa
• $0.54 — closing at a deemed price per share of $0.54 (the "Shares"). The purchases are expec
• $1.00 — s obligated to pay holders of the Notes $1.00 in cash for each $1.00 principal amount

Filing Documents

• tm2528251d1_8k.htm (8-K) — 37KB
• tm2528251d1_ex10-1.htm (EX-10.1) — 241KB
• tm2528251d1_ex10-2.htm (EX-10.2) — 266KB
• tm2528251d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-25-097924.txt ( ) — 832KB
• gdnsf-20251002.xsd (EX-101.SCH) — 3KB
• gdnsf-20251002_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20251002_pre.xml (EX-101.PRE) — 22KB
• tm2528251d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 2, 2025, Vireo Growth Inc. (the "Company"), entered into Convertible Note Secondary Sale and Purchase Agreements (the "Note Purchase Agreements") with several holders (the "Noteholders") of those certain 13% Senior Secured Convertible Notes due December 7, 2026 (the "Notes") of Medicine Man Technologies, Inc. d/b/a Schwazze, a Nevada corporation ("Schwazze"). The Notes, which have a value of approximately $91,000,000, consisting of principal and accrued interest, are being acquired for total consideration of approximately $62,000,000. The Notes to be purchased by the Company represent approximately 86% of the total outstanding Notes. The consideration will be paid in the form of the Company's subordinate voting shares at closing at a deemed price per share of $0.54 (the "Shares"). The purchases are expected to close by October 31, 2025, and are subject to approval by the Canadian Stock Exchange. The Notes accrue interest at a rate equal to 13% per annum. Interest on the Notes is payable quarterly on March 31, June 30, September 30 and December 31 of each year. The Notes mature on December 7, 2026 (the "Maturity Date"), and, on the Maturity Date, Schwazze is obligated to pay holders of the Notes $1.00 in cash for each $1.00 principal amount of Notes held, together with accrued and unpaid interest to, but not including the Maturity Date on such Notes. Schwazze's obligations under the Notes are secured by (i) a junior security interest in the assets of PBS Holdco LLC, a wholly-owned subsidiary of Schwazze, Schwazze's Colorado manufacturing operation, 36 acres of land in Huerfano County, Colorado owned by Schwazze and substantially all of the assets owned by SBUD LLC, a wholly-owned subsidiary of Schwazze, and (ii) a first priority security interest in all assets owned by Schwazze and all of its direct or indirect subsidiaries on or after December 7, 2021. Schwazze is currently in default on its paymen

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Shares to be issued in connection with the acquisition of the Notes is incorporated herein by reference, to the extent required herein. The Shares are being issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 2, 2025, the Company issued a press release announcing the matters disclosed in this 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. Pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be "filed" under the Exchange Act. Forward-Looking Statement Disclosure This Current Report on Form 8-K and the exhibits hereto contain "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. Forward-looking information contained in this Current Report on Form 8-K may be identified by the use of words such as "should," "believe," "estimate," "would," "looking forward," "may," "continue," "expect," "expected," "will," "likely," "subject to," and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the timing of the closing of the acquisition of the Notes, if a closing occurs at all. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Convertible Note Secondary Sale and Purchase Agreement (Form A) 10.2 Convertible Note Secondary Sale and Purchase Agreement (Form B) 99.1* Press Release, dated as of October 2, 2025 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) Date: October 8, 2025 By: /s/ Tyson Macdonald Tyson Macdonald Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR