UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Amendment No. 2 on Form 8-K/A (this “Amendment”) is being filed by Vireo Growth Inc. (the “Company”) to amend and supplement (i) its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2025 (the “Proper Mergers Form 8-K”) and (ii) its Current Report on Form 8-K filed with the SEC on June 12, 2025 (the “Deep Roots Merger Form 8-K” and together with the Proper Mergers Form 8-K, the “Prior Form 8-Ks”). As previously disclosed in the Proper Mergers Form 8-K, on June 5, 2025, the Company completed its acquisition of NGH Investments, Inc., a Missouri corporation (“NGH”) and Proper Holdings Management, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Proper Companies”). As previously disclosed in the Deep Roots Merger Form 8-K, on June 6, 2025, the Company completed its acquisition of Deep Roots Holdings, Inc., a Nevada corporation (“Deep Roots”).
The Company is filing this Amendment solely to supplement Item 9.01 of the Prior Form 8-Ks to provide the interim financial statements and pro forma financial information related to its acquisitions of the Proper Companies and Deep Roots required by Items 9.01(a) and 9.01(b) of Form 8-K. The information presented in this Amendment should be read in conjunction with the Prior Form 8-Ks. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior Form 8-Ks. The consolidated financial statements as of December 31, 2024 and 2023 and for the years then ended for the Proper Companies and Deep Roots were incorporated by reference in the Prior Form 8-Ks.
Item 9.01. | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
Proper Companies
The unaudited condensed consolidated financial statements of Proper Holdings, LLC, as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, and the related notes thereto, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
Deep Roots
The unaudited condensed consolidated financial statements of Deep Roots Holdings, Inc., as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, and the related notes thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2024, and the related notes thereto, are incorporated by reference from the Company’s definitive information statement on Schedule DEFM 14C filed with the SEC on March 21, 2025, which unaudited condensed combined financial statements were included in such filing beginning on page 122.
The unaudited pro forma condensed combined financial statements of the Company and Proper Holdings, LLC as of March 31, 2025 and for the three months ended March 31, 2025, and the related notes thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
The unaudited pro forma condensed combined financial statements of the Company and Deep Roots Holdings, Inc. as of March 31, 2025 and for the three months ended March 31, 2025, and the related notes thereto, are filed as Exhibit 99.4 hereto and are incorporated herein by reference.
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.
VIREO GROWTH INC. | ||
By: | /s/ Tyson Macdonald | |
Tyson Macdonald | ||
Chief Financial Officer | ||
Date: August 8, 2025