Cannabist sells Virginia assets to Curaleaf for $110M; includes go-shop period

Cannabist Co Holdings Inc.

Total consideration $110M: $80M cash at closing, $20M deferred cash, $10M promissory note at 6% interest, 1-year maturity.
Sale covers all equity of Green Leaf Medical of Virginia, LLC, including five operational retail locations and one under development.
Go-shop period of 15 business days ending Dec 22, 2025; break-up fee of $3.3M payable to Curaleaf under certain terminations.
Closing conditions include regulatory approvals and consent from holders of 9.25% Senior Secured Notes and 9.0% Senior Secured Convertible Notes due 2028.
Outside closing date Feb 27, 2026; deferred payment triggered by first adult-use sale at each location or within 12 months of first sale, expires after 7 years.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cannabist Co Holdings Inc. entered into Equity Purchase Agreement with Curaleaf, Inc., a subsidiary of Curaleaf Holdings Inc. valued at $110 million (effective 2025-12-01).

Action: entry
Agreement: equity purchase
Counterparty: Curaleaf, Inc., a subsidiary of Curaleaf Holdings Inc.
Value: $110 million
Effective: 2025-12-01

Exact text from the filing

On December 1, 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 Curaleaf, Inc. (the “Buyer”) a subsidiary of Curaleaf Holdings Inc.

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Source: SEC EDGAR

accession 0001776738-25-000060

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