{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-046079","form_type":"8-K","ticker":null,"cik":"0001776738","company_name":"Cannabist Co Holdings Inc.","filed_at":"2025-12-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.405318+00:00","generated_at":"2026-05-16T12:37:02.463790+00:00","sec_items":["1.01","1.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Cannabist Co sells Virginia assets to Millstreet affiliate for $130M; terminates Curaleaf deal","bullets":["Total consideration $130M: $117.5M cash at close, $12.5M escrowed for indemnification and purchase price adjustment.","Assets sold: 5 active retail locations, 1 in development, 82,000 sq ft cultivation/production in Richmond region.","Terminated prior Curaleaf agreement after go-shop period; must pay $3.3M break-up fee to Curaleaf within two business days.","Proceeds expected to be used to redeem 9.25% Senior Secured Notes and 9.0% Senior Secured Convertible Notes due 2028.","Transaction expected to close early 2026, subject to regulatory approvals; noteholder consent already obtained."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-046079","json":"https://secwatch.observer/filing/0001140361-25-046079.json","markdown":"https://secwatch.observer/filing/0001140361-25-046079.md","text":"https://secwatch.observer/filing/0001140361-25-046079.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1776738/000114036125046079/0001140361-25-046079-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1776738/000114036125046079/ef20061573_form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:37:02.463790+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":"fb44d6bf715be965789dfffa1303e487a39b314d","claim":"Cannabist Co Holdings Inc. entered into Equity Purchase Agreement with Parma Holdco LLC valued at Total consideration of $130 million ($117.5 million payable at closing and $12.5 million in escrow) (effective 2025-12-18).","evidence_excerpt":"On December 18, 2025, The Cannabist Company Holdings Inc. (the “Company”), Green Leaf Medical of Virginia, LLC, a subsidiary of the Company (“Green Leaf Virginia”), and Green Leaf Medical, LLC, another subsidiary of the Company and the sole member of Green Leaf Virginia (the “Member”), entered into an equity purchase agreement (the “Equity Purchase Agreement” and the transaction contemplated thereunder, the “Transaction”) with Parma Holdco LLC (“Buyer”) and, solely for the limited purposes set forth therein, Millstreet Credit Fund LP (“Millstreet”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1776738/000114036125046079/0001140361-25-046079-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Parma Holdco LLC"},{"label":"Value","value":"Total consideration of $130 million ($117.5 million payable at closing and $12.5 million in escrow)"},{"label":"Effective","value":"2025-12-18"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}