UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2023
GOODNESS GROWTH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 | | 82-3835655 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
207 South 9th Street Minneapolis, Minnesota | | 55402 |
| (Address of principal executive offices) | | (Zip Code) |
(612) 999-1606
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement |
Option Agreement
On August 11, 2023, a subsidiary (the “Subsidiary”) of Goodness Growth Holdings, Inc. (the “Company”), entered into an Option Agreement (the “Option Agreement”) by and between the Company and HA-MD, LLC, a Maryland limited liability company (“HA-MD” or the “Target”).
The Option Agreement provides the Subsidiary with the right to purchase (the “Option”) all of the issued and outstanding equity of the Target, which indirectly owns two cannabis dispensaries (the “Dispensaries”) in the State of Maryland, on satisfaction of certain conditions including authorization from the appropriate Maryland regulator. The purchase price for the Target is $6.4 million if Target has not relocated either of the Dispensaries at the time of exercise of the Option. If the Target has relocated one or more of the Dispensaries at the time the Subsidiary exercises the Option, the purchase price will be determined based upon the revenues of the relocated Dispensary or Dispensaries. The purchase price will be payable partly in cash and partly by assumption of certain indebtedness of the Target.
This summary of the Option Agreement is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which, subject to any applicable confidential treatment, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
| Item 7.01. | Regulation FD Disclosure |
On August 14, 2023, the Company issued a press release announcing the Transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | GOODNESS GROWTH HOLDINGS, INC. (Registrant) | |
| | | |
| | By: | /s/ J. Michael Schroeder | |
| | | J. Michael Schroeder | |
| | | General Counsel and Corporate Secretary | |
Date: August 17, 2023
