Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273728
PROSPECTUS SUPPLEMENT NO. 21
(to prospectus dated August 10, 2023)
VIREO GROWTH INC.
15,000,000 Subordinate Voting Shares
Up to 80,670,773 Subordinate Voting Shares Underlying
Notes
Up to 6,250,000 Subordinate Voting Shares Underlying
Warrants
This prospectus supplement is being filed to update
and supplement the information contained in the prospectus dated August 10, 2023 (the “Prospectus”), with the information
contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2024.
Accordingly, we have attached such report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the resale by the selling security holders named in the Prospectus (the “Selling Shareholders”) of up to an aggregate
of 101,920,773 of our subordinate voting shares (“subordinate voting shares”), which consist of: (i) up to 15,000,000 subordinate
voting shares issued in a private offering to certain Selling Shareholders in connection with a Fifth Amendment to Credit Agreement and
First Amendment to Security Agreement by and among Goodness Growth Holdings, Inc. (n/k/a Vireo Growth Inc.), certain of its subsidiaries,
the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative
agent and as collateral agent, dated as of March 31, 2023; (ii) up to 80,670,773 subordinate voting shares that are issuable from time
to time to certain Selling Shareholders upon conversion of, and payment of interest on, convertible notes issued in a private offering
pursuant to a Sixth Amendment to the Credit Agreement by and among Goodness Growth Holdings, Inc. (n/k/a Vireo Growth Inc.), certain of
its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC,
as administrative agent and as collateral agent, dated as of April 28, 2023 (the “Sixth Amendment”); and (iii) up to 6,250,000
subordinate voting shares that are issuable from time to time to certain of the Selling Shareholders upon the exercise of warrants to
purchase our subordinate voting shares that were issued in a private offering to Selling Shareholders in connection with the Sixth Amendment.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our subordinate voting shares are listed on the
Canadian Securities Exchange (the “CSE”) under the symbol “VREO” and quoted on the OTCQX under the symbol “VREOF”.
On August 5, 2024, the closing sale price of our subordinate voting shares as reported on the CSE was C$0.64 and the closing sale price
of our subordinate voting shares on the OTCQX was $0.45.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 13 of the Prospectus. Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August
6, 2024
UNITED STATES
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):
July 31, 2024
VIREO GROWTH INC.
(Exact name of registrant as specified in its
charter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 |
|
82-3835655 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
207 South 9th Street
Minneapolis, Minnesota |
|
55402 |
| (Address of principal executive offices) |
|
(Zip Code) |
(612) 999-1606
(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 (see General Instruction A.2. below):
| ¨ | 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(s) |
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 x
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 July 31, 2024, Vireo Growth
Inc. (the “Company”) entered into a Waiver and Ninth Amendment (the “Ninth Amendment”) to that
certain Credit Agreement dated as of March 25, 2021 by and among the Company and certain of its subsidiaries, the persons from time-to-time
party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative and collateral agent (“Agent”)
(the Credit Agreement, as amended by the Ninth Amendment, the “Credit Agreement”).
Under the Ninth Amendment,
the Agent and the lenders party thereto waive the event of default under the Credit Agreement resulting from the Company’s failure
to complete the disposition of its New York operations on or prior to January 1, 2024, extended the maturity date on the Company’s
loans under the Credit Agreement to January 29, 2027, adjusted and extended the deadline with respect to the Company’s ongoing
disposition of its New York operations through July 31, 2025, and amended certain financial measure definitions and covenants within
the Credit Agreement.
This summary of the Ninth
Amendment is qualified in its entirety by reference to the full text of the Ninth Amendment, which will be filed as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On July 31, 2024 and in connection
with entry into the Ninth Amendment, the Company agreed to issue 12,500,000 subordinate voting shares (the “Shares”)
to the lenders party to the Credit Agreement in consideration for the lenders’ entry into the Ninth Amendment. No additional consideration
will be received by the Company in exchange for the issuance of the Shares. The Shares will be issued in reliance on the private offering
exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
| Item 7.01. | Regulation FD Disclosure. |
On August 1, 2024, 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.
On July 31, 2024, certain
converting security holders, including Chicago Atlantic Opportunity Portfolio, LP and Chicago Atlantic Credit Company, LLC (the “Converting
Shareholders”), notified the Company of their intent to voluntarily convert all of the outstanding convertible notes (“Notes”)
issued in connection with a private offering pursuant to a Sixth Amendment to the Credit Agreement by and among the Company, certain
of its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin,
LLC, as administrative agent and as collateral agent, dated as of April 28, 2023 (the “Sixth Amendment”). The Notes
had an outstanding balance of approximately $10.5 million, carried an interest rate of 12.0% per annum, and were convertible into subordinate
vote shares of the Company at an exercise price of $0.145. As a result of the conversion, the Company will issue approximately 73.0 million
subordinate voting shares to such Converting Shareholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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/ Joshua Rosen |
| |
|
Joshua Rosen |
| |
|
Chief Executive Officer and Interim Chief Financial Officer |
Date: August 6, 2024
Exhibit 99.1
Vireo Growth Inc. Announces 30-Month Extension
of Credit Agreement and Voluntary Conversion of All Outstanding Convertible Notes with Affiliates of Chicago Atlantic
– Maturity date on credit facility loans
extended to January 29, 2027 –
– Early debt conversion to reduce cash
and PIK interest expenses by $2.3 million –
MINNEAPOLIS – August 1, 2024 –
Vireo Growth Inc. (formerly Goodness Growth Holdings, Inc.) ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF),
a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it has
executed a ninth amendment to the Company’s Green Ivy credit agreement with Chicago Atlantic and affiliates and that Chicago Atlantic
notified the Company of its intent to voluntarily convert its outstanding convertible notes.
30-Month Extension with Amended Credit Agreement
The ninth amendment to the Company’s credit
agreement extends the maturity date on the credit facility loans to January 29, 2027, adjusts and extends the designated event of default
with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial
measure definitions and covenants within the agreement. The Company will issue 12,500,000 Subordinate Voting Shares to the lenders in
consideration for the credit facility amendment.
Managing Partner of Chicago Atlantic, Peter Sack
commented, "With the substantial improvements in Vireo’s underlying operational and financial performance over the past eighteen
months, as well as the upcoming implementation of adult-use sales in Minnesota, we are excited to support the Company’s ongoing
initiatives to strengthen its business. "
Chief Executive Officer of Vireo, Josh Rosen
said, "It's not been an easy path for us, but I'm incredibly pleased with our team and I'm appreciative of the collaborative approach
Chicago Atlantic has taken to working with us to establish a more stable foundation from which to build. As our team knows, we have much
work left to do and while this announcement feels good and represents a meaningful step forward, we're focused on realizing our potential
to capitalize on the opportunities in front of us with prudent capital allocation, investing in and trusting our talent, and executing
our CREAM and Fire strategy. This industry gets more competitive every day which means we must keep improving on a daily basis."
Voluntary Conversion of All Outstanding Convertible
Notes
Vireo also announced that Chicago Atlantic has
notified the Company of its intent to voluntarily convert all of the outstanding convertible notes issued in connection with its April
2023 convertible loan financing. The convertible loan had an outstanding balance of approximately $10.5 million, carried an interest
rate of 12.0 percent, and was convertible into equity shares of the Company at a strike price of US $0.145. As a result of the conversion,
Vireo will issue approximately 73.0 million Subordinate Voting Shares to Chicago Atlantic and its affiliates. The early, voluntary conversion
of all outstanding convertible notes is expected to result in interest expense savings of approximately $1.2 million and PIK interest
savings of approximately $1.1 million which would have resulted in the issuance of an additional approximately 7.7 million Subordinate
Voting Shares if the debt had been converted at maturity.
Chicago Atlantic Partner, John Mazarakis commented,
"We articulated to Vireo's leadership that if they made meaningful progress on their improvement plans that we'd convert this note
early and it's a privilege to make good on our word. We're pleased with the efforts of the Vireo team to rebuild, and in our opinion,
they have put themselves on a viable path to thrive in the cannabis industry."
Executive Chairman of Vireo, Kyle Kingsley, M.D.
concluded, "When Verano wrongfully terminated our merger agreement, I wasn't sure we'd survive, and while the harms from that transaction
continue to be part of our day-to-day existence, I'm proud of our team and can feel the optimism within our organization building. I'd
like to thank Josh and John in particular for their roles in getting us in a better position to grow our business."
Vireo relied on exemptions from formal valuation
and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(1)(e) of MI 61-101 on the basis of shares trading
on the Canadian Securities Exchange and financial hardship. It did not file a material change report in respect of the related party
transaction 21 days prior to the closing of the ninth amendment as the details of the amendment had not been confirmed at that time.
The Company deemed this circumstance reasonable to complete the ninth amendment, which was considered and approved by the Board, in an
expeditious manner.
About Vireo Growth Inc.
Vireo was founded as a pioneer in medical cannabis
in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders,
most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate.
We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent
capital and human resource allocation. For more information, please visit www.vireogrowth.com.
Contact Information
Investor Inquiries:
Sam Gibbons
Investor Relations
investor@vireogrowth.com
(612) 314-8995
Media Inquiries:
Amanda Hutcheson
Senior Manager, Communications
amandahutcheson@vireogrowth.com
(919) 815-1476
Forward-Looking Statement Disclosure
This press release contains “forward-looking
information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking
information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian
securities laws, this information is being provided as preliminary financial results; 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 press release 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. These statements should not be read as
guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different
from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained
in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions
and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our
actual financial position and results of operations may differ materially from management’s current expectations and, as a result,
our revenue, EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information
is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s
experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances,
including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability
of licenses, approvals and permits.
Although the Company believes that the expectations
and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the
forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments
may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties
that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and
uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where the
Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the
Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including
federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such
laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent
in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business;
liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to
meet the demand for flower in Minnesota; risk of failure in the lawsuit with Verano and the cost of that litigation; our ability to dispose
of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Form 10-K for the year ended
December 31, 2023, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities
regulators and available under the Company's profile on SEDAR at www.sedar.com.
The statements in this press release are made
as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking
information to reflect events or circumstances after the date of such statements.
Vireo Growth (QX) (USOTC:VREOF)
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부터 11월(11) 2024 으로 12월(12) 2024
Vireo Growth (QX) (USOTC:VREOF)
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