Vireo Growth Inc. 8-K Filing

FAQ

Key Financial Figures

• $2,600,000 — es, which have a value of approximately $2,600,000, consisting of principal and accrued in
• $1,600,000 — or total consideration of approximately $1,600,000. 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

• tm2534419d1_8k.htm (8-K) — 36KB
• tm2534419d1_ex99-1.htm (EX-99.1) — 12KB
• tm2534419d1_ex99-2img01.jpg (GRAPHIC) — 2KB
• 0001104659-25-124843.txt ( ) — 216KB
• gdnsf-20251219.xsd (EX-101.SCH) — 3KB
• gdnsf-20251219_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20251219_pre.xml (EX-101.PRE) — 22KB
• tm2534419d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth below under Item 8.01 of this Current Report on Form 8-K related to the Shares (as defined below) to be issued in connection with the acquisition of the Notes (as defined below) 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 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 promulgated under the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 19, 2025, Vireo Growth Inc. (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, 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 Securities Exchange Act of 1934, as amended.

01. Other Events

Item 8.01. Other Events On December 19, 2025, the Company entered into Convertible Note Secondary Sale and Purchase Agreements (the "Note Purchase Agreements") with certain 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 $2,600,000, consisting of principal and accrued interest, are being acquired for total consideration of approximately $1,600,000. The Notes to be purchased by the Company will bring the Company's percentage ownership of the total outstanding 13% Senior Secured Convertible Notes due December 7, 2026 to approximately 89%. 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 December 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. Schwazz

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) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 8, 2025) 99.1* Press Release, dated as of December 19, 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: December 29, 2025 By: /s/ Tyson Macdonald Tyson Macdonald Chief Financial Officer

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