{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-097924","form_type":"8-K","ticker":"VREOF","cik":"0001771706","company_name":"Vireo Growth Inc.","filed_at":"2025-10-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.382708+00:00","generated_at":"2026-05-17T04:19:47.873810+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Vireo Growth to acquire ~86% of Schwazze's senior secured notes for $62M in stock","bullets":["Acquiring ~86% of Schwazze's 13% Senior Secured Convertible Notes due Dec 2026 for ~$62M in subordinate voting shares.","Notes have aggregate value of ~$91M (principal+accrued interest); consideration implies a discount.","Shares issued at deemed price of $0.54 per VREO share; expected close by Oct 31, subject to CSE approval.","Schwazze is currently in default on payment obligations under the Notes.","CEO John Mazarakis is a partner of Chicago Atlantic Group, affiliate of collateral agent."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-097924","json":"https://secwatch.observer/filing/0001104659-25-097924.json","markdown":"https://secwatch.observer/filing/0001104659-25-097924.md","text":"https://secwatch.observer/filing/0001104659-25-097924.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925097924/0001104659-25-097924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925097924/tm2528251d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:19:47.873810+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9209a04f3dc151ffcd38c682d99f7fc104d86d8b","claim":"Vireo Growth Inc. issued common stock to several holders (the 'Noteholders') of those certain 13% Senior Secured Convertible Notes due December 7, 2026 for at a deemed price per share of $0.54.","evidence_excerpt":"approximately 86% of the total outstanding Notes. The consideration will be paid in the form of the Company’s subordinate voting shares at closing at a deemed price per share of $0.54 (the “Shares”). The purchases are expected to close by October 31, 2025, and are subject to approval by the Canadian Stock Exchange. The Notes accrue interest at a rate equal to","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925097924/0001104659-25-097924-index.htm","confidence":0.7,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Purchaser","value":"several holders (the 'Noteholders') of those certain 13% Senior Secured Convertible Notes due December 7, 2026"},{"label":"Consideration","value":"at a deemed price per share of $0.54"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}