Vireo Growth Inc. 8-K

What Happened
Vireo Growth Inc. (VREOF) announced it completed the asset sale from Medicine Man Technologies, Inc. d/b/a Schwazze (the “Asset Sale”) on March 19, 2026 and put in place secured financing for the acquired business. The Company, through its Colorado subsidiary Vireo Health of Colorado, LLC (VHC) and its subsidiary CO Acquisition Vehicle, LLC (CO Acquisition), acquired all outstanding 13% Senior Secured Convertible Notes (credit bid of roughly $111 million) and became the majority owner of Vireo Health of Rocky Mountain, LLC (“NewCo”), which received the assets. The assets transferred consisted of 45 dispensaries in Colorado and New Mexico and two manufacturing facilities (one in each state). Vireo also entered into and amended related loan agreements to fund and secure the transaction.

Key Details

• Asset sale closing: March 19, 2026; assets transferred to NewCo in exchange for the credit bid and assumption of specified liabilities. The Senior Secured Notes were discharged at closing.
• Credit bid: collateral agent (at VHC direction) credit bid approximately $111 million principal amount of Senior Secured Notes at the Nov 13, 2025 auction.
• CO Acquisition loan amendment (Feb 26, 2026): term loan facility with $26,000,000 principal commitment ($25,000,000 advanced initially; $10,000,000 disbursed, $15,000,000 held in reserve and later released); fixed interest 20.0% p.a.; interest paid in kind through June 3, 2026; maturity Dec 31, 2029; make-whole if prepaid/accelerated on or before Mar 30, 2027.
• NewCo Loan and Security Agreement (Mar 19, 2026): senior secured facility with two tranches — Tranche A ≈ $50.0M (CO Acquisition holds ≈ $5.5M) and Tranche B ≈ $12.7M (held entirely by CO Acquisition); fixed interest 12.0% p.a.; interest payable semi‑annually; maturities Dec 31, 2031 (Tranche A) and Dec 31, 2033 (Tranche B); make-whole if prepaid/accelerated on or before Jun 19, 2026.
• Related-party note: CEO John Mazarakis is a partner of Chicago Atlantic Group, an affiliate of lending/agent parties (Chicago Atlantic Admin, LLC and Chicago Atlantic Financial Securities, LLC).

Why It Matters
This 8-K reports a material restructuring transaction: Vireo used a credit bid to acquire Schwazze’s core retail and manufacturing assets and now controls NewCo, positioning it to operate those dispensaries and facilities. The company also took on substantial secured debt with relatively high fixed interest rates (20% on CO Acquisition facility; 12% on NewCo facility) and make-whole/prepayment provisions that could affect cash flow and flexibility. Investors should note the scale of the credit bid (~$111M), the number and location of acquired assets (45 dispensaries, 2 manufacturing sites), the timing of financings, and the disclosed connection between Vireo’s CEO and the financing agent. A press release was issued March 24, 2026; full agreements are filed as exhibits to the 8-K for detailed review.