Vireo Growth Inc. 8-K Filing

FAQ

Key Financial Figures

• $0 — d in the Merger Agreement) divided by US$0.56, subject to a post-closing purchase
• $47 million — Merger Consideration is approximately US$47 million in base consideration (the "Base Consid
• $1.05 — dinate voting shares of the higher of US$1.05 or the 20-day volume weighted average p

Filing Documents

• tm2534505d1_8k.htm (8-K) — 43KB
• tm2534505d1_ex10-1.htm (EX-10.1) — 83KB
• tm2534505d1_ex99-1.htm (EX-99.1) — 17KB
• tm2534505d1_ex99-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-25-125248.txt ( ) — 336KB
• gdnsf-20251222.xsd (EX-101.SCH) — 3KB
• gdnsf-20251222_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20251222_pre.xml (EX-101.PRE) — 22KB
• tm2534505d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 22, 2025, Vireo Growth Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with respect to a business combination with Eaze Inc., a Delaware corporation ("Eaze") pursuant to which, following the closing of the business combination with Eaze (the "Merger"), the Company will issue a number of subordinate voting shares in consideration for all of the issued and outstanding shares of Eaze equal to the amount of the Estimated Closing Merger Consideration (as defined in the Merger Agreement) divided by US$0.56, subject to a post-closing purchase price adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is approximately US$47 million in base consideration (the "Base Consideration"), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement, including cash, indebtedness, transaction expenses, working capital, and tax items. Subject to the terms and conditions of the Merger Agreement, at the closing, Simple Merger Sub Inc., a wholly owned subsidiary of the Company, will merge with and into Eaze, with Eaze surviving as a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, former stockholders of Eaze may qualify for earnout payments made with the Company's subordinate voting shares following December 31, 2026 based on Eaze's Adjusted EBITDA (as defined in Merger Agreement) less the Base Consideration (at a 3.84x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company's subordinate voting shares of the higher of US$1.05 or the 20-day volume weighted average price as of December 31, 2026. Adjusted EBITDA is measured at the higher of 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EB

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 subordinate voting shares to be issued in connection with the Merger is incorporated herein by reference, to the extent required herein. The securities are being sold 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 December 22, 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 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. To the extent any forward-looking information in this Current Report on Form 8-K constitutes "financial outlooks" within the meaning of applicable securities laws, this information is being provided as preliminary expected financial results based on management estimates and information provided by Eaze; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. 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," "transformation," and "pending," variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes, but may not be limited to, completion of the Merger; the terms of the Merger, including the consideration to be paid for Eaze; the timeline for the closing of the Merger; shareholder approval related to the Merger; and the regulatory approvals required for the Merger. These statements should not be read as guarantees of future performance or results. Forward-looking inform

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Form of Investor Rights Agreement 99.1 Press Release, dated as of December 22, 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) By: /s/ Tyson Macdonald Tyson Macdonald Chief Financial Officer Date: December 30, 2025

View Full Filing

View this 8-K filing on SEC EDGAR