M&A - Vireo Growth Inc.

Form Type: S-3

Filing Date: 2025-07-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925068137

Filing Summary: Vireo Growth Inc. is a cannabis company engaged in the cultivation and distribution of cannabis products across six states in the U.S. and is listed on the Canadian Securities Exchange. The company completed several acquisitions in 2025, including WholesomeCo, Proper Holdings, and Deep Roots Holdings, expanding its operational reach and market presence. This registration statement is part of a 'shelf' registration process allowing the resale of up to 129,536,874 subordinate voting shares initially issued in a private placement. The shares are being registered for resale by named securityholders, and Vireo will not receive any proceeds from these sales. The organization identifies itself as an emerging growth company, enjoying certain reporting and compliance exemptions. This statement also discusses forward-looking risks associated with its operations, particularly in the highly regulated cannabis industry and highlights ongoing litigation concerning the attempted termination of an arrangement agreement with Verano Holdings.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465925058908

Filing Summary: On June 6, 2025, Vireo Growth Inc. entered into the Second Amendment to Merger Agreement with Vireo DR Merger Sub Inc. and Deep Roots Holdings, Inc. The Second Amendment revised key financial metrics and the structure concerning the merger with Deep Roots. It defined 'Closing Indebtedness', 'Closing Working Capital', and 'Post-Closing Debt' to be calculated as of December 31, 2024 instead of the Closing Date, increased the Minimum Cash Amount required at Closing from $3,000,000 to $3,590,000, and clarified conditions regarding a pre-Closing compensatory award totaling $6,205,000 to be paid through subordinate voting shares. Additionally, the company issued a total of 243,307,696 Parent Shares as part of the merger completion whereby Deep Roots became a wholly-owned subsidiary of Vireo. The stockholders of Deep Roots entered into lock-up agreements post-merger, limiting their ability to trade shares for set periods. The agreement outlines a mechanism for potentially additional shares issuable based on earn-out conditions tied to EBITDA growth, and stipulates a clause for clawback of shares under specific financial performance conditions. The document provides detailed disclosure of stockholder agreements and financial obligations post-merger as a result of the CA Loan Agreement with existing debt obligations continuing post-merger. A press release updating details of the transactions was issued on June 9, 2025.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925057335

Filing Summary: On June 5, 2025, Vireo Growth Inc. completed its acquisition of certain companies through a merger. The merger was part of a Second Amendment to a previously established Merger Agreement, originally dated December 18, 2024. The amendment clarified several financial conditions and outcomes, including the treatment of assets and liabilities at the Closing Date. Under the agreement, Vireo issued approximately 196 million subordinate voting shares as part of the Closing Share Payment, which was determined based on an estimated closing merger consideration. An earn-out mechanism was also detailed, allowing Holdings to earn additional shares based on future financial performance. The agreement includes multiple provisions concerning indemnities, share transfer restrictions, and lock-up periods for shares involved in the merger. Vireo also provided disclosures regarding financial impacts and obligations of the acquired companies related to existing debt, identifying key management ties with the financing entities. This document serves as a detailed account of the merger and associated conditions, emphasizing the strategic implications for Vireo and its stakeholders.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925047350

Filing Summary: On May 12, 2025, Vireo Growth Inc. completed its acquisition of WholesomeCo, Inc. via a merger agreement. This merger involved Vireo WH Merger Sub Inc. merging into Wholesome, resulting in Wholesome becoming a wholly owned subsidiary of Vireo. As part of the merger, Vireo issued a total of 120,806,952 subordinate voting shares as part of the closing share payment. Additionally, the merger agreement was amended to adjust the definitions and calculations related to closing indebtedness and working capital, clarifying certain financial terms. Former Wholesome stockholders are eligible for earn-out payments based on the performance of Arches IP, Inc. and adjustments related to Wholesome's EBITDA growth. Post-closing, there are also lock-up agreements in place for the stocks issued to Wholesome stockholders. This document further details the valuation methodology, share distribution, and conditions surrounding the merger, which was initially agreed upon on December 18, 2024, and subsequently amended.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000155837025007072

Filing Summary: Vireo Growth Inc. has reported its financial results for the quarter ending March 31, 2025, including revenue of $24.54 million and a net loss of $6.51 million. The company is progressing with its merger agreements with Deep Roots, Proper, and Wholesome, under which the company will acquire these entities in separate all-share transactions. Updates regarding ongoing litigation against Verano Holdings Corp. are provided, with a substantial potential claim of $860.9 million for breach of contract. The company continues to face challenges related to its operations in a highly regulated cannabis industry which displayed a notable increase in operational expenses, particularly due to transaction-related and stock-based compensation expenses. Overall, Vireo Growth's operational focus remains on expanding its cannabis cultivation and distribution capabilities across states while navigating legal and market challenges.

Form Type: DEFM14C

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125009815

Filing Summary: On March 21, 2025, Vireo Growth Inc. filed a definitive Information Statement to inform shareholders about key corporate actions approved by written consent. The actions include the approval of multiple mergers: with Deep Roots Holdings, Inc., Proper Holdings, LLC, and WholesomeCo, Inc. Each merger entails the issuance of Subordinate Voting Shares as consideration at a deemed price of $0.52 per share, along with potential earn-out payments based on performance metrics. A total of 19,000,000 time-based and performance-based restricted stock units (RSUs) have also been granted to the company's CEO and CFO. The written resolutions were executed on March 19, 2025, and the corporate actions will be effective no earlier than April 10, 2025, following a 20-day notice period to shareholders of record as of February 6, 2025. The total closing consideration for the mergers includes approximately $288 million in stock, which translates to the issuance of over 500 million Subordinate Voting Shares to the respective equity holders of the merged entities.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026121

Filing Summary: On March 14, 2025, Vireo Growth Inc. entered into amendments to merger agreements with various entities, including Vireo PR Merger Sub Inc., Deep Roots Holdings, and WholesomeCo. These amendments specify that no additional shares will be issued during the mergers except for the conversion of existing shares. The amendments also modify the calculation of earn-out payments for stakeholders based on performance metrics, ensuring a base value of US$37.5 million or multipliers of Arches' revenue up to a specified cap. Key provisions require the forfeiture of shares based on certain performance criteria, which have been slightly altered to lessen the stakes for recipients. On March 19, 2025, a majority of shareholders approved the transactions and issued shares at a deemed price of $0.52 as part of the merger considerations. Additionally, substantial restricted stock units (RSUs) were granted to executives as part of compensation.

Form Type: PREM14C

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125008065

Filing Summary: Vireo Growth Inc. has filed a preliminary information statement to notify its shareholders of several corporate actions approved by written consent. The major actions include the execution of merger agreements with Deep Roots Holdings, Proper Holdings, and WholesomeCo, commonly referred to as the Mergers. These transactions will result in Vireo issuing Subordinate Voting Shares as consideration to shareholders of the merging companies, with an estimated value of $127,524,800 for Deep Roots, $92,620,242 for Proper, and $67,884,330 for Wholesome. Additionally, the document outlines the grant of restricted stock units to executives, including 19,000,000 RSUs for CEO John Mazarakis and 9,500,000 RSUs for CFO Tyson Macdonald, subject to shareholder approval. The written resolutions for these actions signify a governance decision by over 50% of voting shareholders, thereby circumventing a conventional meeting process. The document also notes various regulatory and operational conditions that must be met for the mergers to consummate. The Company emphasizes that this is informational material for shareholders rather than a request for their approval.

Form Type: PRE 14C

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125007601

Filing Summary: Vireo Growth Inc. filed a Preliminary Information Statement to inform shareholders about several corporate actions approved by written consent, including mergers with Deep Roots Holdings, Inc., Proper Holdings, LLC, and WholesomeCo, Inc. The mergers involve issuing subordinate voting shares as consideration to the respective stockholders at a deemed price of $0.52 per share, potentially supplemented by earnout payments based on future performance. Additionally, the approved actions included grant of significant time-based and performance-based restricted stock units (RSUs) to the executives. The written resolutions were executed by shareholders of over 50% voting power, satisfying the Canadian Securities Exchange policy requirements for such approvals. These mergers aim to enhance Vireo's business operations in the cannabis industry and are set to become effective twenty days after the information statement is mailed to shareholders, with previous actions relating to the acquisitions and necessary filings highlighted throughout the document.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131371

Filing Summary: On December 18, 2024, Vireo Growth Inc. entered into merger agreements for business combinations with Deep Roots Holdings, Inc., Proper Holdings Management, Inc., and WholesomeCo, Inc. Each merger is an all-share transaction, with no contingencies on the completion of the other mergers. The estimated consideration for each merger is based on multiples of 2024 Reference EBITDA, with a share price reference of $0.52 for the Company’s subordinate voting shares. Earnout payments may be made post-2026 based on performance metrics. Each merger agreement includes provisions for clawbacks of up to 50% of upfront consideration under specific performance conditions. Lock-up agreements will apply for up to 33 months for stockholders of the merging companies. A Schedule 14C information statement will be prepared for stockholder approval of share issuances resulting from the mergers, expected to be approved by written consent.