Vireo Growth Inc 8-K, filed Aug 18, 2021
Vireo Growth Inc. (VREOF)
About this 8-K
Vireo Growth Inc filed this 8-K on August 18, 2021, reporting on events of August 12, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 12, 2021, the Board of Directors (the “Board”) of Goodness Growth Holdings, Inc. (the “Company”) appointed Joshua N. Rosen to serve as director. Mr. Rosen has not been appointed to serve on any committee of the Board. Mr. Rosen does not have any arrangement or understanding with any other person pursuant to which he was elected as a director. Mr. Rosen Mr. Rosen is eligible to receive the Company’s standard annual non-employee director compensation consistent with the compensation described in the Company’s most recent Proxy Statement filed with the Securities and Exchange Commission on April 28, 2021, under the heading “Director Compensation”. The Company issued a press release announcing Mr. Rosen’s appointment to the Board on August 13, 2021, a copy of which is attached hereto as Exhibit 99.1.
On August 17, 2021, the Company entered into a consulting agreement with Bengal Impact Partners, LLC (“Bengal”) to serve as a strategic advisor to the Company. Mr. Rosen is a managing partner at Bengal and has shared voting and profits interests in the firm. For the initial three-month term of the consulting agreement, the Company will pay Bengal $10,000 per month in cash and will issue 75,000 five-year warrants to purchase subordinate voting shares with a strike price of $1.62 per share. If the agreement is renewed the Company will pay $10,000 per month in cash and will issue an additional 75,000 five-year warrants to purchase subordinate voting shares with a strike price based on a five-day volume-weighted average price at the time of issuance. Upon the occurrence of certain transactions, Bengal will receive up to two million additional warrants, depending on the size of the transaction, and could receive up to an additional one million warrants for exceptional service, as determined by the Board.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 12 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.
GOODNESS GROWTH HOLDINGS, INC. | ||
By: | /s/ Kyle E. Kingsley | |
Kyle E. Kingsley | ||
Chief Executive Officer | ||
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Dated: August 18, 2021 | | |
Goodness Growth Holdings Appoints Josh Rosen to Board of Directors
– Veteran cannabis executive brings capital markets and operational expertise to the Company’s Board –
– Relationship with Bengal Capital brings additional capital markets resources –
MINNEAPOLIS – August 13, 2021 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a physician-led, science-focused cannabis company and IP incubator, today announced that its Board of Directors has appointed Josh Rosen to its Board of Directors, once again bringing the number of directors to seven.
Josh Rosen is Managing Partner at Bengal Capital, and former Chief Executive Officer and Chairman of 4Front Ventures. At 4Front, Josh helped lead the transformation of a pioneering industry consulting firm into an operations-focused, multi-state operator, notably including the acquisition of Cannex Capital in 2019. Prior to 4Front, Josh gained private equity experience managing the investment portfolio for a large family office and worked extensively in the public markets as an equity analyst, primarily at the global investment bank, Credit Suisse.
“We are excited to welcome Josh Rosen to our Board of Directors and look forward to his contributions as a proven cannabis industry executive and strategic advisor as we evaluate critical decisions for our business,” said Chairman and Chief Executive Officer, Kyle Kingsley, MD. “We are on the cusp of transformative growth as our markets transition from medical to adult use, and Josh immediately infuses our team with valuable cannabis experience during a period when we’re evaluating many strategic opportunities in real time. In addition to his operational expertise, his capital markets track record and relationships, and insights on executing strategic transactions will be extremely beneficial to our team.”
“Josh’s reputation and success in the cannabis industry was very attractive to us and we are pleased to invite him to join our Board of Directors. Our initial interactions with Josh have given us confidence that he will add value to the organization, and we look forward to his support in corporate governance with interests that are clearly aligned with our shareholders,” said Chelsea Grayson, Independent Director of Goodness Growth Holdings.
Josh Rosen commented, “Bengal Capital has been investing in the U.S. cannabis industry since its 2013 seed investment in Green Thumb Industries. Today, Goodness Growth represents one of Bengal Capital’s highest-conviction investment ideas, and we believe our focus on working closely with management teams as engaged shareholders can help maximize value in this rapidly evolving sector. I have always been impressed by the portfolio of assets that Kyle’s team has assembled and am looking forward to supporting the Company’s management team and Board through the Company’s next phase of growth.”
About Goodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc., is a physician-led, science-focused holding company whose mission is to bring the power of plants to the world. The Company’s operations consist primarily of its multi-state cannabis company subsidiary, Vireo Health, Inc., and its science and intellectual property incubator, Resurgent Biosciences, Inc.. The Company manufactures proprietary, branded cannabis products in environmentally friendly facilities and state-of-the-art cultivation sites and distributes its products through its growing network of Green Goods® and other retail locations and third-party dispensaries. Its team of more than 500 employees are focused on the development of differentiated products, driving scientific innovation of plant-based medicines, and developing meaningful intellectual property. Today, the Company is licensed to grow, process, and/or distribute cannabis in eight markets and operates 18 dispensaries across the United States. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com.
Contact Information
Investor Inquiries:
Sam Gibbons
Vice President, Investor Relations
samgibbons@goodnessgrowth.com
(612) 314-8995
Media Inquiries:
Albe Zakes
Vice President, Corporate Communications
albezakes@goodnessgrowth.com
(267) 221-4800