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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): January 23, 2025

 

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)

 

Not Applicable

(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 January 23, 2025, Vireo Growth Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Bill’s Nursery, Inc., whereby the parties agreed to extend the Exclusivity Period, as defined in that certain Memorandum of Understanding (“MOU”) effective as of December 18, 2024 between the parties, from January 24, 2025 to February 23, 2025. Except as so modified, the parties’ obligations under the MOU remain otherwise unchanged.

 

This summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.		   Description
10.1   Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc. and Bill’s Nursery, Inc.
104   Cover Page Interactive Data File (embedded within Inline XBRL document)

 

 

 

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/ Tyson Macdonald
    Tyson Macdonald
    Chief Financial Officer

 

Date: January 27, 2025

 

 

 

Exhibit 10.1

 

EXECUTION VERSION

 

CONFIDENTIAL

 

Bill’s Nursery, Inc.

 

Attention: Elad Kohen

 

January 23, 2025

 

Re: Extension of Memorandum of Understanding (“MOU”) regarding a Proposed Transaction involving a to-be determined U.S. affiliate of Vireo Growth Inc., a British Columbia corporation (as applicable, “Vireo”) and Bill’s Nursery, Inc., a Florida corporation (the “Company”).

 

Dear Mr. Kohen:

 

Reference is made to that certain MOU, effective as of December 18, 2024, by and between Vireo and the Company. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this letter agreement hereby agree that the reference to “January 24, 2025” in the definition of “Exclusivity Period” in the first sentence of Section 3 of the MOU shall be deleted and replaced with “February 23, 2025”. Except as modified by this letter, the MOU and the parties’ obligations thereunder shall remain unchanged.

 

  Yours very truly,
   
  Vireo Growth, Inc.

 

  By: /s/ Kyle Kingsley
  Name: Kyle Kingsley
  Title: Executive Chairman

 

 

 

Page 2 of 2

 

The undersigned hereby accepts the above letter on behalf of the Company and confirms that it reflects the parties’ understanding.

 

Dated this 23rd day of January, 2025

 

  Bill’s Nursery Inc.
     
  By: /s/ Elad Kohen
  Name: Elad Kohen
  Title: CEO

 

 

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