Verano Holdings Enters Material Agreement, New Financial Obligation

TL;DR

**Verano Holdings just took on new debt or a major contract; watch for details on impact.**

AI Summary

Verano Holdings Corp. filed an 8-K on January 2, 2024, reporting events that occurred on December 26, 2023. The filing indicates the company entered into a material definitive agreement and created a direct financial obligation or an obligation under an off-balance sheet arrangement. This matters to investors because new material agreements or financial obligations can significantly impact the company's financial health, future growth prospects, and overall stock valuation, potentially leading to increased debt or new revenue streams.

Why It Matters

This filing signals potential changes to Verano Holdings' financial structure or business operations, which could affect its profitability and risk profile. Investors should monitor for details on the nature and terms of these new obligations.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and material agreements without specific details, creating uncertainty about their potential positive or negative impact on the company.

Analyst Insight

Investors should await further disclosures from Verano Holdings Corp. regarding the specifics of the material agreement and financial obligation before making investment decisions, as these could significantly alter the company's financial outlook.

Key Players & Entities

• Verano Holdings Corp. (company) — the registrant filing the 8-K
• December 26, 2023 (date) — date of the earliest event reported
• January 2, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Verano Holdings Corp. will provide more details on the material definitive agreement and financial obligation in a subsequent filing or earnings call. (Verano Holdings Corp.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $27,998,750 — ments The Loan Agreements provide for $27,998,750 in principal borrowings and require six

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex10-1.htm (EX-10.1) — 168KB
• ex10-2.htm (EX-10.2) — 33KB
• 0001493152-24-000123.txt ( ) — 460KB
• vrnof-20231226.xsd (EX-101.SCH) — 3KB
• vrnof-20231226_lab.xml (EX-101.LAB) — 33KB
• vrnof-20231226_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 224 West Hill Street , Suite 400 , Chicago , Illinois 60610 (Address of Principal Executive Offices) (Zip Code) (312) 265-0730 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On December 26, 2023, a subsidiary of Verano Holdings Corp. (the "Company") as the borrower (" Borrower "), entered into a Loan Agreement (the " Agreement "), with First Federal Bank (" Lender "). In connection with the Agreement, Borrower entered into a Promissory Note in favor of Lender (the " Note " and together with the Agreement, the " Loan Agreements "). The obligations under the Loan Agreements are guaranteed by the Company and another subsidiary of the Company. Principal, Maturity, Security, Interest and Prepayments The Loan Agreements provide for $27,998,750 in principal borrowings and require sixty monthly installment payments based on a 300-month amortization schedule. All unpaid principal and interest is due in full on December 26, 2028. The obligations under the Loan Agreements are secured by a mortgage on real property located in Apollo Beach, Florida and owned by Borrower (the " Property ") together with certain other limited assets of Borrower related to the Property. The Loan Agreements provides for a fixed annual interest rate of 8.34%, which interest rate may be increased by 2% in the event of default; provided , that in certain events of default, Lender may declare all outstanding principal immediately due, in which case all unpaid principal shall accrue interest at 18% per annum. The Loan Agreements further provides Borrower with the right to immediately prepay all or any portion of the outstanding principal balance with prepayment rates ranging from 0-2%, depending on when such prepayment occurs. Representations, Warranties, Events of Default and Certain Covenants The Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other indebtedness, and events of bankruptcy and insolvency, among others. The Agreement also includes customary negative covenants, including, without limitation, limiting the Borrowers' ability to (a) incur additional indebtedness, make guarantees and grant liens that are otherwise not permitted, (b) distribute profits or pay or declare a cash dividend, and (c) enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others. Additionally, the Agreement requires the Borrower to meet certain financial tests. Lender and its affiliates have provided and may, from time to time, continue to provide investment banking, financial advisory, lending and/or commercial banking services to the Company and its affiliates, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses. The foregoing description of the Loan Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreements, which are attached hereto as Exhibit 10.1 and 10.2

View Full Filing

View this 8-K filing on SEC EDGAR