Grown Rogue International Inc. 8-K

What Happened
Grown Rogue International Inc. (GRUSF) filed an 8‑K reporting that its indirect majority‑owned subsidiary, Grown Rogue Management Associates LLC (GRMA), on March 11, 2026 entered a Membership Interest Purchase Agreement (MIPA) to acquire 49% of Sea Craft, LLC (an Illinois adult‑use cannabis craft grower), subject to Illinois Department of Agriculture approvals. The purchase price for the minority interests is $1,000,000 payable via two secured promissory notes. Closing is expected no later than five business days after regulatory approvals, currently anticipated in Q2 2026.

Key Details

• GRMA will pay $1,000,000 for 49% of Sea Craft via two secured notes (10% annual interest; 24‑month maturity starting after closing). Interest begins accruing the first full calendar month after closing. Principal and interest can be reduced by 24.99% of any amounts paid by Sea Craft on its DCEO loan.
• GRMA will provide a loan facility to Sea Craft of $1.0M–$2.0M, at 10% simple interest, payable monthly, maturing March 11, 2029, secured by Sea Craft’s assets.
• Majority owner granted an option to require GRMA to buy the remaining ownership based on trailing 12‑month net revenue (exercise earliest after one year following forgiveness of Sea Craft’s DCEO loan); option price floor $200,000 and cap $1,000,000.
• On March 9, 2026 GRMA completed a $3.0M preferred equity financing: Preferred Units carry a 15% cumulative return, convertible for three years into GRMA common units (1:1) or into company subordinate voting shares at $0.65 per unit equivalent; automatic conversion to common units after three years; GRMA may redeem all Preferred Units (not partial) beginning two years after issuance.
• In connection with the deal Sea Craft signed a three‑year lease for a production facility in Dwight, Illinois; Grown Rogue and its wholly owned subsidiary unconditionally guaranteed the lease.

Why It Matters
This filing documents Grown Rogue’s move to expand into Illinois cannabis production through a near‑term equity acquisition, material loan commitments and guarantees, and third‑party preferred financing. For investors, the transaction creates new revenue exposure to Sea Craft but also adds funded obligations (secured promissory notes, a $1–2M loan facility, lease guaranties) and dilution/convertibility features tied to the $3.0M preferred financing. Closing remains subject to state regulatory approvals, so the transaction is not yet final.