8-K
Verano Holdings Corp. (VRNO)
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): October 27, 2025
VERANO
HOLDINGS CORP.
(ExactName of Registrant as Specified in its Charter)
| British ColumbiaDE | 000-56342 | 98-1583243 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
224West Hill Street, Suite 400,
Chicago,Illinois 60610
(Addressof 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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On October 27, 2025, Verano Holdings Corp. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) virtually. As of the close of business on the record date of September 25, 2025, there were 361,815,879 Class A subordinate voting shares of the Company and 0 Class B subordinate voting shares of the Company outstanding and entitled to vote at the Special Meeting.
At the Special Meeting, the following proposal was submitted to a vote of the Company’s shareholders, with the final voting results indicated below:
The Company’s shareholders passed a special resolution to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States.
| Shares Voted For | Shares Voted Against | Abstentions |
|---|---|---|
| 101,714,152<br> (84.8%) | 18,147,223<br> (15.1%) | 32,066<br> (0.1%) |
Item8.01 Other Events.
On October 28, 2025, Verano Holdings Corp. (the “Company”) issued a press release announcing the voting results from the Special Meeting. A copy of such press release is filed as Exhibit 99.1 to this report.
The information furnished under this item 8.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press release issued on October 28, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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<br> HOLDINGS CORP. | ||
|---|---|---|
| Date:<br> October 28, 2025 | By: | /s/ Laura Marie Kalesnik |
| Name: | Laura<br> Marie Kalesnik | |
| Title: | Chief<br> Legal Officer, General Counsel and Secretary |
Exhibit99.1
VeranoHoldings Corp. Announces Shareholder Approval to Redomicile Parent Company from British Columbia to Nevada
CHICAGO, October 28, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that the plan the Company previously outlined to redomicile Verano Holdings Corp. from British Columbia, Canada, to the State of Nevada was approved by shareholders at the Company’s Special Meeting of Shareholders (“Special Meeting”) held on October 27, 2025.
Completing the redomicile requires the British Columbia Supreme Court to issue a Final Order, along with additional required filings in both British Columbia and Nevada. Due to an employee strike at the British Columbia Registrar of Companies, the Company cannot provide a definitive date on when the completion will occur, but the Company plans to finalize the redomicile as expediently as possible.
Pursuant to the Company’s plan of arrangement, at the effective time, Verano will continue from the jurisdiction of British Columbia, Canada to the jurisdiction of the State of Nevada (the “Continuance”). Upon completion of the Continuance, the issued and outstanding subordinate voting shares of the British Columbia-formed Verano Holdings Corp. will automatically be exchanged on a one-for-one basis for shares of common stock of the continued Verano Holdings Corp. domiciled in Nevada (“Nevada Common Stock”). Each of the Company’s outstanding stock options and restricted stock units will be deemed to be adjusted pursuant to the terms of the Company’s Stock and Equity Incentive Plan and became a stock option and a restricted stock unit to receive an equal number of shares of Nevada Common Stock, respectively.
Formore information on Verano Holdings Corp., please visit the Company’s investor website: https://investors.verano.com/.
VeranoB-Roll Video and Images: available for download in Verano’s Media Kit (credit “courtesy of Verano”).
AboutVerano
Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf^™^ and MÜV^™^ dispensary banners, including Cabbage Club^™^, an innovative annual membership program offering exclusive benefits for cannabis consumers. Verano produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Verano^™^, (the) Essence^™^, MÜV^™^, Savvy^™^, BITS^™^, Encore^™^, and Avexia^™^. Verano’s active operations span 13 U.S. states, comprised of 15 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.
Investors
investors@verano.com
Media
Verano
Steve Mazeika
VP, Communications
Steve.Mazeika@verano.com
ForwardLooking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission at www.sec.gov. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.
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