Cannabist Company sells Virginia assets to Curaleaf for $110M

Cannabist Co Holdings Inc.

Total consideration $110M: $80M cash at close, $20M deferred, $10M promissory note at 6% interest.
Assets include 5 active retail locations, 1 in development, 82,000 sq ft cultivation in Richmond, VA.
Go-shop period until Dec 22, 2025; $3.3M break-up fee if Cannabist pursues alternative or noteholder consent fails.
Closing subject to regulatory approvals and consent from holders of majority of 9.25% and 9.0% Senior Secured Notes due 2028.
Special committee formed to review strategic alternatives; proceeds expected to redeem Notes.

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. valued at total consideration of $110 million (effective 2025-12-01).

Action: entry
Agreement: equity purchase
Counterparty: Curaleaf, Inc.
Value: total consideration of $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. Pursuant to the Equity Purchase Agreement, the Buyer will purchase all of the issued and outstanding equity interests of Green Leaf Virginia from the Member for total consideration of $110 million, consisting of: $80 million in cash (the “Closing Payment”) payable at the closing of the Transaction (“Closing”), $20 million in cash as deferred consideration (the “Delayed Payment”) as well as a $10 million promissory note issued by the Buyer to the Member or the Company, as directed by the Member (th

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Source: SEC EDGAR

accession 0001776738-25-000064

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