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): June 9, 2021
GOODNESS GROWTH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
British Columbia
(State or other jurisdiction of Incorporation)
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000-56225 |
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82-3835655 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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207 South 9th Street Minneapolis, Minnesota |
55402 |
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(Address of principal executive offices) |
(Zip Code) |
(612) 999-1606
(Registrant’s telephone number, including area code)
Vireo Health International, Inc.
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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 ⌧
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years
Effective June 9, 2021, Vireo Health International, Inc. (the “Company”) changed its name to Goodness Growth Holdings, Inc. (the “Name Change”). To effect the Name Change, the Company filed a Notice of Alteration with the British Columbia Registrar of Companies. Other than the Name Change, no other changes were made to the Company’s Notice of Articles. Copies of the Certificate of Name Change and Notice of Articles are attached hereto as Exhibits 3.1 and 3.2, respectively.
Item 7.01. Regulation FD Disclosure
On June 9, 2021, the Company issued a press release in connection with its previously announced investor day events. Attached hereto as Exhibits 99.1, and furnished herewith, is a copy of that release.
Item 8.01. Other Events
New Ticker Symbols and CUSIP
In connection with the Name Change, on June 9, 2021, the Company’s subordinate voting shares (“Shares”) began trading under the ticker symbol “GDNS” on the Canadian Stock Exchange and under the ticker symbol “GDNSF” on the OTCQX Market in the United States. The new CUSIP for the Shares following the Name Change is 38238W103.
New Corporate Website
In connection with the Name Change, the Company launched a new corporate website: www.goodnessgrowth.com. The Company’s investor relations information, including press releases and links to the Company’s filings with the Securities and Exchange Commission, will now be found on this website. The Company’s SEC filings and the Company’s corporate governance documents, including the charters of the committees of the Board, Corporate Governance Guidelines, and Code of Ethics and Business Conduct, are available on this website. Any amendments to or waivers of the Company’s Code of Ethics and Business Conduct will be disclosed on this website.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
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3.2 |
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99.1 |
SIGNATURES
Pursuant to the requirements of Section 12 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.
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GOODNESS GROWTH HOLDINGS, INC. |
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By: |
/s/ Kyle E. Kingsley |
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Kyle E. Kingsley |
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Chief Executive Officer |
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Dated: June 9, 2021 |
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Exhibit 3.1
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Number: C0987761 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that VIREO HEALTH INTERNATIONAL, INC. changed its name to GOODNESS GROWTH HOLDINGS, INC. on June 9, 2021 at 12:01 AM Pacific Time. Issued under my hand at Victoria, British Columbia On June 9, 2021 CAROL PREST Registrar of Companies Province of British Columbia Canada ELECTRONIC CERTIFICATE |
Exhibit 3.2
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Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 New West Partnership Trade Agreement (NWPTA) Cover Sheet GOODNESS GROWTH HOLDINGS, INC. Confirmation of Service Form Filed: Date and Time of Filing: Alteration Effective Date: Notice of Alteration June 2, 2021 06:03 PM Pacific Time Specified Date and Time of Alteration: June 9, 2021 12:01 AM Pacific Time GOODNESS GROWTH HOLDINGS, INC. C0987761 Name of Company: Incorporation Number: This package contains: • • Certified Copy of the Notice of Articles Certificate of Name Change Check your documents carefully to ensure there are no errors or omissions. If errors or omissions are discovered, please contact the Corporate Registry for instructions on how to correct the errors or omissions. Page: 1 of 1 |
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Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies Notice of Articles BUSINESS CORPORATIONS ACT CAROL PREST NOTICE OF ARTICLES Name of Company: GOODNESS GROWTH HOLDINGS, INC. REGISTERED OFFICE INFORMATION Mailing Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 Delivery Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA VANCOUVER BC CANADA V6E 4N7 RECORDS OFFICE INFORMATION Mailing Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 Delivery Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA VANCOUVER BC CANADA V6E 4N7 Page: 1 of 3 This Notice of Articles was issued by the Registrar on: June 9, 2021 12:01 AM Pacific Time Incorporation Number:C0987761 Recognition Date and Time: Continued into British Columbia on December 9, 2013 03:41 PM Pacific Time |
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DIRECTOR INFORMATION Last Name, First Name, Middle Name: Mancebo, Victor Enrique Mailing Address: 10853 SW 132ND CIR CT MIAMI FL 33186 UNITED STATES Delivery Address: 10853 SW 132ND CIR CT MIAMI FL 33186 UNITED STATES Last Name, First Name, Middle Name: Hussey, Ross Mailing Address: 4925 EWING AVE. S. MINNEAPOLIS MN 55410 UNITED STATES Delivery Address: 4925 EWING AVE. S. MINNEAPOLIS MN 55410 UNITED STATES Last Name, First Name, Middle Name: Kingsley, Kyle Mailing Address: 4345 EAST LAKE HARRIET PARKWAY MINNEAPOLIS MN 55409 UNITED STATES Delivery Address: 4345 EAST LAKE HARRIET PARKWAY MINNEAPOLIS MN 55409 UNITED STATES Last Name, First Name, Middle Name: Shimpa, Amber Mailing Address: 14969 91ST AVENUE NORTH MAPLE GROVE MN 55369 UNITED STATES Delivery Address: 14969 91ST AVENUE NORTH MAPLE GROVE MN 55369 UNITED STATES Last Name, First Name, Middle Name: Nordquist, Judd Mailing Address: 18195 FAIRHOMES LANE DEEPHAVEN MN 55391 UNITED STATES Delivery Address: 18195 FAIRHOMES LANE DEEPHAVEN MN 55391 UNITED STATES Last Name, First Name, Middle Name: Grayson, Chelsea A. Mailing Address: 1116 RIDGELEY DRIVE LOS ANGELES CA 90019 UNITED STATES Delivery Address: 1116 RIDGELEY DRIVE LOS ANGELES CA 90019 UNITED STATES Page: 2 of 3 |
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RESOLUTION DATES: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: March 8, 2019 AUTHORIZED SHARE STRUCTURE 1.No Maximum Subordinate Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2.No Maximum Super Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3.No Maximum Multiple Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 3 of 3 |
Exhibit 99.1
Goodness Growth Holdings Subsidiary Resurgent Biosciences
Announces Planned Expansion into Psychedelics Research and IP Development
– Non-plant touching, ancillary focus will leverage proven expertise of medical and scientific research teams –
– Company also announces launch of B-2-B website for its TerpSafe™ packaging technology –
– Management to host conference call with investment community today at 8:30 a.m. ET –
MINNEAPOLIS – June 9, 2021 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a physician-led, science-focused cannabis company and IP incubator, today announced that its subsidiary, Resurgent Biosciences (“Resurgent”), plans to expand its intellectual property development and clinical research efforts into psychedelic medicine. Resurgent is a non-plant/fungus touching-entity and does not intend to engage directly in the cultivation, manufacture, or distribution of any psychedelics.
“Our formation of Resurgent Biosciences was a strategic move to separate our multi-state cannabis company from the non-plant-touching, ancillary business opportunities within our intellectual property portfolio,” said Chairman and Chief Executive Officer, Kyle Kingsley, M.D. “Resurgent has proven its ability to conduct clinical research of medicinal plants in partnership with leading hospitals across the United States, and we have also made substantial progress to commercialize several of the technological innovations in our IP portfolio, including our patent-pending TerpSafe™ packaging technology and multi-channel vaporizer.”
Kingsley continued, “Resurgent’s expansion into psychedelics represents a natural extension of our team’s medical and scientific expertise, and frankly, we believe the opportunities for psychedelics to transform the future of mental health and psychiatry are far too significant for us to ignore. We believe the formation of clinical research partnerships to prove efficacy of psychedelic therapies, and the pursuit of novel technologies and applications which could make psychedelic medicine more accessible and affordable for patients and healthcare providers, could drive substantial value creation for our shareholders in the future.”
Launch of TerpSafe™ Technology to Broader Markets
The Company also announced the launch of its TerpSafe™ packaging technology to broader cannabis markets across North America. TerpSafe™ packaging was designed for consumers who demand ultimate freshness of cannabis flower, and its technology has been proven to preserve 100 percent of the terpene content of flower for more than six weeks, compared to a control group which lost more than 30 percent of terpene content within four weeks of packaging.
TerpSafe™ packaging represents the first commercialized product available for sale from the Resurgent Biosciences IP portfolio, and it is being manufactured and distributed under a licensing agreement with
eBottles420, the largest supplier of cannabis packaging in North America. This novel packaging technology is now available in the Company’s cannabis markets in Arizona and Maryland under the Amplifi™ brand of flower and will soon be expanding to additional markets nationwide. Interested parties who would like to learn more about TerpSafe™ packaging are encouraged to visit https://tryterpsafe.com.
2021 Investor Day Conference Call and Webcast
Later today, Goodness Growth Holdings management will host a live conference call and webcast with the investment community to discuss these updates in conjunction with its 2021 Investor Day events. All interested parties are invited to join by registering in advance using the registration links contained in this news release. Webcast replays of these events will also be posted to the Company’s Investor Day page of its corporate website at www.goodnessgrowth.com.
2021 Investor Day Conference Call and Webcast
Date: Wednesday, June 9, 2021
Time: 8:30 a.m. Eastern Time
Conference Call Registration: http://www.directeventreg.com/registration/event/2871533
Webcast Registration:
https://event.on24.com/wcc/r/3192578/ECC0B9E645DB41B7F86E92F94DD4BEB3
About Goodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc., is a physician-led, science-focused holding company whose mission is to bring the power of plants to the world. The Company’s operations consist primarily of its multi-state cannabis company subsidiary, Vireo Health, and its science and intellectual property incubator, Resurgent Biosciences. The Company manufactures proprietary, branded cannabis products in environmentally friendly facilities, state-of-the-art cultivation sites and distributes its products through its growing network of Green Goods™ and other retail locations and third-party dispensaries. Its teams of more than 500 employees are focused on the development of differentiated products, driving scientific innovation of plant-based medicines and developing meaningful intellectual property. Today, the Company is licensed to grow, process, and/or distribute cannabis in eight markets and operates 16 dispensaries across the United States. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com.
Contact Information
Investor Inquiries:
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995
Media Inquiries:
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800
Forward-Looking Statement Disclosure
This press release contains "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, such information is being provided as preliminary financial results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “planned,” “plans,” “believe,” “pursuit,” “could,” “strategic,” “will,” “would,” “future,” “expect,” “potential,” or variations of such words and phrases. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue and cash on hand may differ materially from the revenue and cash values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to the timing of adult-use legislation and operating frameworks in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to the COVID-19 pandemic; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws in the United States relating to cannabis operations in the United States and any changes to such laws; operational, regulatory, and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; and risk factors set out in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com.
The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results, or otherwise, other than as required by applicable securities laws.
