Vireo Growth Inc. Completes Asset Acquisition

TL;DR

Vireo Growth Inc. just bought some assets, closing out a deal on Oct 10, 2025.

AI Summary

Vireo Growth Inc. announced on October 10, 2025, the completion of an acquisition of assets. The company, formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc., is incorporated in British Columbia and headquartered in Minneapolis, MN.

Why It Matters

This acquisition signifies a strategic move by Vireo Growth Inc. to expand its asset base, potentially impacting its market position and future revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception, which could impact Vireo Growth Inc.'s financial performance.

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 10, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $62 million — provide NewCo with up to approximately $62 million in financing, a portion of which will b
• $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 Senior Secured Notes purchased by
• $0.54 — hares ") at a deemed price per share of $0.54. The Shares of the Company issued by t

Filing Documents

• tm2528666d1_8k.htm (8-K) — 47KB
• tm2528666d1_ex2-1.htm (EX-2.1) — 601KB
• tm2528666d1_ex99-1.htm (EX-99.1) — 17KB
• tm2528666d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-25-099334.txt ( ) — 938KB
• gdnsf-20251010.xsd (EX-101.SCH) — 3KB
• gdnsf-20251010_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20251010_pre.xml (EX-101.PRE) — 22KB
• tm2528666d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 10, 2025, Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of Vireo Growth Inc. (the " Company "), entered into a restructuring support agreement (the " RSA ") with Medicine Man Technologies, Inc. d/b/a Schwazze, a Nevada corporation (" Schwazze "), certain of Schwazze's subsidiaries, the beneficial holders (the " Star Bud Holders ") of certain seller notes (the " Star Bud Notes ") secured by a first priority security interest in substantially all the assets owned by SBUD LLC, a wholly owned subsidiary of Schwazze, and certain other parties. As of October 10, 2025 and as discussed in Item 2.01 of this Current Report on Form 8-K, the Company holds a majority of the outstanding principal amount of Schwazze's 13% Senior Secured Convertible Notes due December 7, 2026 (the " Senior Secured Notes "). The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the " Asset Sale ") by a newly-formed entity (" NewCo ") to be majority owned by the Company, and (ii) the liquidation of Schwazze's remaining assets and winding down of Schwazze's remaining operations (the " Liquidation "). The RSA provides that the Asset Sale will be effected by way of public disposition of collateral pursuant to 9-610 and 9-611 of the Uniform Commercial Code to be conducted by the collateral agent for the Senior Secured Notes. The collateral agent under the indenture (the " Indenture ") governing the Senior Secured Notes, acting at the direction of the Company, will credit bid at the Asset Sale a principal amount of Senior Secured Notes to be determined by the Company (the " Credit Bid "). However, the Asset Sale will be open to other bidders and is therefore

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, on October 2, 2025, the Company entered into Convertible Note Secondary Sale and Purchase Agreements (the " Note Purchase Agreements ") with several holders (the " Noteholders ") of the Senior Secured Notes of Schwazze. On October 10, 2025, the transactions contemplated by the Note Purchase Agreements closed. The Senior Secured Notes, which have a value of approximately $91,000,000, consisting of principal and accrued interest, were acquired for total consideration of approximately $62,000,000. The Senior Secured Notes purchased by the Company represented approximately 86% of the total outstanding Senior Secured Notes. The consideration paid by the Company was in the form of 114,807,815 subordinate voting shares of the Company (the " Shares ") at a deemed price per share of $0.54. The Shares of the Company issued by the Company to the Noteholders were issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the " Securities Act "), provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Shares 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 of Regulation D promulgated under the Securities Act.

01 Regulation FD

Item 7.01 Regulation FD. On October 14, 2025, the Company issued a press release regarding the entrance into the RSA. A copy of the Company's press release is attached as Exhibit 99.1 hereto.

Forward-Looking Statements and Information

Forward-Looking Statements and Information Certain statements contained or incorporated by reference in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of applicable securities laws. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as "believes," "anticipates," "expects," "intends," "plans," "projects," "estimates," "assumes," "may," "should," "could," "would," "shall," "will," "seeks," "targets," "future," or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements, including statements regarding (i) the anticipated benefits of the transactions contemplated by the RSA and completion of the actions contemplated thereby, (ii) the Credit Bid at the Asset Sale; (iii) entry into the APA by Schwazze and NewCo and the terms and conditions thereof; (iii) the terms and timing of the Liquidation; (iv) the distribution of excess amounts needed to cover the Asset Sale and Liquidation, if any; (v) $62 million in financing to NewCo and the uses thereof; and other statements that are not historical facts. There are several risks, uncertainties, and other important factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from the forward-looking statements, including risks involved with the adverse impact of the transactions contemplated by the RSA on the Company's business, financial condition, and results of operations; the Company's ability to successfully consummate the transactions contemplated by the RSA; the Company's ability to maintain relationships with suppliers, customers, employees and other third parties as a resul

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Restructuring Support Agreement, dated October 10, 2025 99.1 Press Release, dated October 14, 2025* 104 Cover Page Interactive Data File (embedded within Inline XBRL document) * Furnished herewith Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of such schedules and attachments 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) Date: October 14, 2025 By: /s/ Tyson Macdonald Tyson Macdonald Chief Financial Officer

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