8-K - VRNO - Equibles

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

Dateof Report (Date of earliest event reported): August 10, 2023

VERANO

HOLDINGS CORP.

(ExactName of Registrant as Specified in its Charter)

British Columbia	000-56342	98-1583243
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
415North Dearborn Street, 4^th^Floor ,Chicago ,Illinois	60654
---	---
(Address of Principal Executive Offices)	(Zip Code)

(312)265-0730

(Registrant’sTelephone Number, Including Area Code)

N/A

(FormerName 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:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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	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 ☒

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. ☒

Item8.01 Other Events.

In June 2023, the Alabama Medical Cannabis Commission (the “Commission”) awarded Verano Alabama, LLC (“Verano Alabama”), a joint venture established by Verano Holdings Corp. (the “Company”), one of five Vertical Integrated Facilities Licenses (the “Licenses”) after Verano Alabama received the highest score of the 38 eligible applications for the Licenses. On August 10, 2023, the Commission voted to void the awards of the Licenses from the June meeting and failed to re-award one of the Licenses to Verano Alabama. The Company believes Verano Alabama rightfully earned and was awarded a License, and the Commission did not have the authority to void the awards of the Licenses following the June meeting. The Company intends to defend its award of a License against what it regards as an arbitrary and capricious action, including pursuing all legal remedies available to Verano Alabama.

SIGNATURE

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.

	VERANO HOLDINGS CORP.
Date:<br> August 14, 2023	By:	/s/ Laura Marie Kalesnik
	Name:	Laura<br> Marie Kalesnik
	Title:	Chief<br> Legal Officer, General Counsel & Secretary