Vireo Growth Inc 8-K, filed Nov 3, 2023
Vireo Growth Inc. (VREOF)
About this 8-K
Vireo Growth Inc filed this 8-K on November 3, 2023, reporting on events of October 27, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Modification of a Material Definitive Agreement |
Fifth Amendment to Lease Agreement
On October 27, 2023, a subsidiary of Goodness Growth Holdings, Inc. (the “Company”), entered into a Fifth Amendment to Lease Agreement (“Fifth Amendment”) by and between the Company and IIP-NY 2 LLC (“IIP”), which Fifth Amendment modified certain provisions of the Lease Agreement dated as of October 23, 2017, as amended by that certain First Amendment to Lease Agreement dated as of December 7, 2018, as further amended by that certain Second Amendment to Lease Agreement dated as of April 10, 2020, as further amended by that certain Third Amendment to Lease Agreement dated as of September 24, 2021, and as further amended by that certain Fourth Amendment to Lease Agreement dated as of February 24, 2023 (collectively, the “Existing Lease”). The Fifth Amendment provided for IIP to provide an additional USD$14 million in tenant improvement allowance funds, on satisfaction of certain conditions, for additional construction work on the new cultivation and processing facility located adjacent to the Company’s Tryon, New York, facility. The Fifth Amendment also provides for an increase in base rent of USD$210,000 per month, subject to annual increases of 3% beginning on November 1, 2024, as well as for a prepayment of three months’ rent by the Company. The Fifth Amendment also provides to the Company a one-time lease termination option exercisable on or before January 15, 2024. The Fifth Amendment also requires the Company to execute and deliver on demand certain documents that may limit or eliminate the Company’s defenses to an eviction action and other legal action by IIP in the event of a Company default.
The Company issued a press release dated October 30, 2023, announcing the entry into the Fifth Amendment. This summary of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, a copy of which, subject to any applicable confidential treatment, will be filed as an exhibit to the Company’s Annual Report for the year ending December 31, 2023.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated October 30, 2023. | |
| 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.
| GOODNESS GROWTH HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ J. Michael Schroeder | |
| J. Michael Schroeder | ||
| General Counsel and Corporate Secretary | ||
Date: November 3, 2023
Exhibit 99.1
Goodness Growth Holdings Amends Lease Agreement in the State of New York
MINNEAPOLIS – October 30, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it has executed a fifth amendment to its lease with its landlord on its cannabis cultivation and manufacturing facilities located in Johnstown, New York.
As part of the fifth amendment to the lease in Johnstown, the Company and its landlord have agreed to increase the tenant improvement allowance on the lease by an additional $14.0 million. The increase in tenant improvement funds will be utilized to support the completion of the construction of the indoor expansion project that was announced in September 2021. The parties have also agreed to a monthly base rental increase of $210,000 beginning November 2023.
Interim Chief Executive Officer Josh Rosen commented, “We believe this lease amendment supports our ongoing divestment process in the State of New York, as it supports the timeline to complete the indoor cultivation facility.”
About Goodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc. is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. Today, the Company is licensed to grow, process, and/or distribute cannabis in four markets and operates 14 dispensaries in three states. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com.
Contact Information
| Investor Inquiries: | Media Inquiries: |
| Sam Gibbons | Amanda Hutcheson |
| Chief of Staff, VP Investor Relations | Corporate Communications |
| samgibbons@goodnessgrowth.com | amandahutcheson@goodnessgrowth.com |
| (612) 314-8995 | (919) 815-1476 |
Forward-Looking Statements
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, such information is being provided as preliminary financial results and 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,” “could,” “looking forward,” “may,” “continue,” “expect,” “will,” “subject to,” and variations of such words and phrases, or any verbs in the 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 Goodness Growth 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. Forward-looking information is based upon a number of estimates and assumptions of Goodness Growth’s management team, 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 Goodness Growth believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Goodness Growth 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 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 Goodness Growth; 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 risks and other risk factors set out in Goodness Growth's Annual Report for the year ended December 31, 2022, which are available, if applicable, on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under Goodness Growth’s company profile on SEDAR+ at www.sedarplus.ca.
The statements in this press release are made as of the date of this release. Except as required by law, Goodness Growth undertakes no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.