Vireo Growth to acquire $2.6M face value of Schwazze notes for $1.6M in stock, reaching 89% ownership

Vireo Growth Inc.

Acquiring ~$2.6M face value (principal + interest) of Schwazze's 13% Senior Secured Convertible Notes for ~$1.6M in subordinate voting shares at $0.54/share.
Upon closing, Vireo will own approximately 89% of the total outstanding Notes.
Schwazze is currently in default on payment obligations under the Notes; maturity is December 7, 2026.
CEO John Mazarakis is a partner of Chicago Atlantic Group, an affiliate of the collateral agent (related-party transaction).
Closing expected by December 31, 2025, subject to Canadian Stock Exchange approval.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.7

Vireo Growth Inc. issued common stock to third-party noteholders for approximately $1.6 million payable in subordinate voting shares at $0.54 per share.

Security: common stock
Purchaser: third-party noteholders
Consideration: approximately $1.6 million payable in subordinate voting shares at $0.54 per share

Exact text from the filing

Total outstanding principal plus accrued interest of the acquired Notes is approximately $2.6 million, but the Notes will be acquired at a substantial discount to par value for total consideration of approximately $1.6 million payable in subordinate voting shares of the Company at closing at a price per share of $0.54.

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-124843

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