Vireo Growth Inc 8-K, filed Jan 20, 2021
Vireo Growth Inc. (VREOF)
About this 8-K
Vireo Growth Inc filed this 8-K on January 20, 2021, reporting on events of January 15, 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
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 15, 2021
VIREO HEALTH INTERNATIONAL, 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: None.
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2021, the Board of Directors (the “Board”) of Vireo Health International, Inc. (the “Company”) approved an increase in the number of directors to a total of six directors, thereby creating a vacancy on the Board. The Board then appointed Victor Mancebo to fill the newly created vacancy, effective immediately. Mr. Mancebo’s initial term will expire on the date of the Company’s next Annual General Meeting of Shareholders. Mr. Mancebo was the Chief Executive Officer of Liberty Health Sciences.
The Board determined that Mr. Mancebo qualifies as an independent director in accordance with the corporate governance rules of the Nasdaq Stock Market, including those for committee service. For his service as a director, Mr. Mancebo will participate in the Company’s standard director compensation program as described in the Company’s Registration Statement on Form 10, as initially filed on November 5, 2020, and as subsequently amended thereafter.
The Company is not aware of any arrangements or understandings between Mr. Mancebo and any other person pursuant to which he was selected to serve on the Board. The Company is not aware of any transaction in which Mr. Mancebo has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing Mr. Mancebo’s appointment is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibits are furnished herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 18, 2021. |
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.
| VIREO HEALTH INTERNATIONAL, INC. | ||
| (Registrant) | ||
| By: | /s/ Michael Schroeder | |
| Michael Schroeder | ||
| General Counsel & Corporate Secretary | ||
| Dated: January 20, 2021 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 18, 2021. |
Exhibit 99.1
NEWS RELEASE
| Media Inquiries | Investor Inquiries | |
| Albe Zakes | Sam Gibbons | |
| Vice President, Corporate Communications | Vice President, Investor Relations | |
| albezakes@vireohealth.com | samgibbons@vireohealth.com | |
| (267) 221-4800 | (612) 314-8995 |
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 18, 2021
Vireo Health Appoints Victor E. Mancebo to Board of Directors
MINNEAPOLIS – JANUARY 18, 2021 – Vireo Health International Inc., ("Vireo" or the "Company”) (CNSX: VREO, OTCQX: VREOF), the leading physician-founded, science-focused multi-state cannabis company, today announced the appointment of Victor E. Mancebo to its Board of Directors. As Director, Mr. Mancebo will serve as an advisor to Chairman & Chief Executive Officer Dr. Kyle Kingsley as well as the Company’s executive leadership team.
Mr. Mancebo previously served as the President and Chief Executive Officer of Liberty Health Sciences, Inc. (CSE: LHS) (OTCCQX: LHSIF), a profitable vertically integrated cannabis company with 29 dispensaries and a 250,000 SQFT. production facility housed in 387 acres in Florida, which has served over 100,000 patients to date. He has nearly 20 years of experience in a variety of operational, retail, and agricultural leadership roles and is a graduate of Florida International University. Mr. Mancebo also holds a Master Black Belt in Six Sigma.
“We are delighted to welcome an accomplished leader like Victor to our Board of Directors. His track record of driving growth within the cannabis industry will be invaluable to Vireo as we continue scaling our operations nationwide,” said Dr. Kingsley. “As a board member, Victor’s contributions will help us maintain a culture of continuous improvement in our operations as we continue to expand our retail stores and manufacturing facilities.”
“I am thrilled to join Vireo’s Board of Directors at such an exciting time in the Company’s history,” said Mr. Mancebo. “Dr. Kingsley leads an impressive team of scientific, operational and cultivation experts creating best-in-class cannabis products and customer experience. Vireo possesses a remarkable portfolio of licenses, intellectual property, and retail locations across the nation. I am impressed by leadership’s strategic vision for the company and I look forward to helping the Company achieve those goals.”
About Vireo Health International, Inc.
Vireo Health International, Inc. is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally-friendly, state-of-the-art greenhouses and other facilities and distributes its products through its growing network of Green Goods™ retail locations and third-party dispensaries. Vireo's team of more than 400 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow and/or process cannabis in seven markets. The Company is operational in five of those markets – including the core markets of Arizona, Maryland, Minnesota, New Mexico, and New York. The Company holds 29 total retail dispensary licenses, of which 16 are currently open for business. For more information about Vireo Health, please visit www.vireohealth.com.