---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-056121"
form_type: "8-K"
ticker: "VREOF"
cik: "0001771706"
company_name: "Vireo Growth Inc."
filed_at: "2023-05-04T23:59:59+00:00"
generated_at: "2026-06-15T22:37:39.104569+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Goodness Growth issues $10M convertible notes, warrants to lenders via credit amendment

## Summary
- Sixth Amendment to Credit Agreement with Chicago Atlantic Admin provides committed $10M convertible note facility plus $5M discretionary.
- Convertible notes mature Apr 28, 2026, bear 6% cash + 6% PIK interest, convertible at $0.145/share initial price.
- Lenders received 6,250,000 warrants to purchase subordinate voting shares at $0.145, five-year term.
- Notes and warrants issued in unregistered transaction under Section 4(a)(2) and Rule 506.
- Funds may be drawn in tranches; conversion price subject to 20% premium over 30-day VWAP for subsequent advances.

## SEC filing metadata
- accession: 0001104659-23-056121
- form_type: 8-K
- ticker: VREOF
- cik: 0001771706
- company_name: Vireo Growth Inc.
- filed_at: 2023-05-04T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465923056121/0001104659-23-056121-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465923056121/tm2314787-1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-056121
- JSON: https://secwatch.observer/filing/0001104659-23-056121.json
- Plain text: https://secwatch.observer/filing/0001104659-23-056121.txt

## Key facts
- Debt Financings
  Vireo Growth Inc. incurred convertible notes of US$10 million committed principal amount and a discretionary additional principal amount of US$5 million with Chicago Atlantic Admin, LLC (Agent) at cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of a maturing April 28, 2026.
  - Instrument: convertible notes
  - Principal: US$10 million committed principal amount and a discretionary additional principal amount of US$5 million
  - Counterparty: Chicago Atlantic Admin, LLC (Agent)
  - Rate: cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of a
  - Maturity: April 28, 2026
  - Event: incurrence
  source text: Among other matters, the Sixth Amendment provides a convertible note facility (the “Convertible Notes”) with a committed principal amount of US$10 million and a discretionary additional principal amount of US$5 million. The Convertible Notes mature April 28, 2026, have a cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of an additional 6.0 percent per year
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465923056121/0001104659-23-056121-index.htm
- Material Agreements
  Vireo Growth Inc. amended Sixth Amendment with Chicago Atlantic Admin, LLC (the Agent) and the lenders party thereto valued at US$10 million committed principal amount, with discretionary additional US$5 million (effective 2023-04-28).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Chicago Atlantic Admin, LLC (the Agent) and the lenders party thereto
  - Value: US$10 million committed principal amount, with discretionary additional US$5 million
  - Effective: 2023-04-28
  source text: On April 28, 2023, Goodness Growth Holdings, Inc. (the “Company”), entered into a Sixth Amendment to the Credit Agreement by and among the Company and certain of its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto (the “Lenders”), and Chicago Atlantic Admin, LLC (the “Agent”) as administrative and collateral agent (the “Sixth Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465923056121/0001104659-23-056121-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.