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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 2, 2022

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GOODNESS GROWTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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British Columbia

(State or other jurisdiction of Incorporation)

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000-56225

    

82-3835655

(Commission File Number)

(IRS Employer Identification No.)

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207 South 9th Street

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

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(612) 999-1606

(Registrant’s telephone number, including area code)

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Vireo Health International, Inc. 

(Former name or former address, if changed since last report)

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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):

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☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

N/A

N/A

N/A

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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).

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Emerging growth company         ☒

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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.     ☐

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Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers 

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On February 2, 2022, Goodness Growth Holdings, Inc. (the “Company”) entered into an Amendment to Employment Agreement with each of Kyle Kingsley, Chief Executive Officer, John Heller, Chief Financial Officer, Christian Gonzalez, Chief Operating Officer, and Amber Shimpa, Chief Administrative Officer (each an “Amendment” and together, the “Amendments”), modifying certain of their compensation rights in the event of a change in control transaction. The Company’s Board of Directors determined that such changes were advisable and in the best interests of the Company to retain and properly incentivize these key executives given certain uncertainties arising out of the previously disclosed Arrangement Agreement with Verano Holdings Corp. (the “Transaction”).

Pursuant to the applicable Amendment, (i) each executive will receive a retention bonus equal to 50% (100% in the case of Mr. Kingsley) of his/her annual base salary on the closing date of a change in control transaction, such as the Transaction, provided such executive is either still employed by the Company on such date or any termination of his/her employment prior thereto was not by the Company for cause (as defined in the employment agreements) or by him/her without good reason (as defined in the employment agreements), and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, such as the Transaction. In addition, Mr. Kingsley’s Amendment amended the severance payment rights upon termination of employment after a change in control (as defined in his employment agreement) such that if his employment is terminated by the Company without cause (as defined in his employment agreement) or by him for good reason (as defined in his employment agreement) during the twelve months following a change in control (as defined in his employment agreement), he will receive a lump sum payment equal to 200% of his annual base salary in place at the time. Except for the applicable Amendment, each of the employment agreements otherwise remain in effect.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Amendments, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01.Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment to Employment Agreement, dated February 2, 2022, by and among Kyle Kingsley, Goodness Growth Holdings, Inc., and Vireo Health, Inc.

10.2

Amendment to Employment Agreement, dated February 2, 2022, by and among John Heller, Goodness Growth Holdings, Inc., and Vireo Health, Inc.

10.3

Amendment to Employment Agreement, dated February 2, 2022, by and among Christian Gonzalez, Goodness Growth Holdings, Inc., and Vireo Health, Inc.

10.4

Amendment to Employment Agreement, dated February 2, 2022, by and among Amber Shimpa, Goodness Growth Holdings, Inc., and Vireo Health, Inc.

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

GOODNESS GROWTH HOLDINGS, INC.

By:

/s/ Kyle E. Kingsley

Kyle E. Kingsley

Chief Executive Officer

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Dated: February 7, 2022

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Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

RECITALS

WHEREAS, the Employer and Employee entered into an Employment Agreement (the “Original Agreement”) dated December 20, 2020;

WHEREAS, the board of directors of Parent is exploring the potential sale or other disposition of Parent (a “CIC Transaction”) that, if approved by Parent’s shareholders and effected, would amount to a Change in Control as defined in the Original Agreement;

WHEREAS, Employer wishes to retain the services of Employee through the date of closing of a CIC Transaction (the “CIC Closing Date”) to ensure continuity in the operations of Employer and its subsidiary and affiliated companies; and

WHEREAS, the Parties wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, Parent, Employer and Employee, intending legally to be bound, hereby agree as follows:

AGREEMENT

1.Retention Bonus. Employee will receive a retention bonus (the “Retention Bonus”) in an amount equal to one hundred percent (100%) of Employee’s annual base salary (“Base Salary”) on the CIC Closing Date,  subject to the conditions and on the terms described in this Amendment. If Employer terminates Employee’s employment without Cause prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the date of termination of employment. If Employee voluntarily terminates employment with Good Reason prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the occurrence of the initial event that would give rise to Good Reason. Employer will pay the Retention Bonus to Employee only if Employee’s employment is not terminated by the Employer for Cause or by Employee without Good Reason. The Retention Bonus will be paid within thirty (30) days after the date of the CIC Closing Date and will be subject to required withholdings and deductions.
2.Severance Amount. Section 6.2(a) of the Original Agreement is hereby deleted and the following substituted therefor:
(a) pay to Employee as severance pay an amount equal to two hundred percent (200%) of Employee’s annualized Base Salary as of the Termination Date, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date that is after the expiration of all rescission periods identified in the Release (as defined in

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Section 6.9) but in no event later than seventy-five (75) days after the Termination Date (the “Post-CIC Severance Payment”); provided, however, if the Post-CIC Severance Payment could be made in two different calendar years based on the date on which Employee signs the Release and all rescission periods identified in the Release expire, then the Post-CIC Severance Payment shall be paid in a lump sum in the second calendar year but no later than March 15 of such calendar year;
3.Options and Restricted Stock Units. The provisions of this paragraph 2 apply if Employee has been granted any stock options (“Options”) or restricted stock units (“RSUs”) under the Vireo Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), or both, which Options and/or RSUs have not vested as of the CIC Closing Date.
a.Accelerated Vesting. All unvested Options and RSUs held by Employee will vest immediately prior to the CIC Closing Date, provided that Employee’s employment shall not have been terminated by Employer for Cause or by Employee without Good Reason on or prior to such date.
b.Time to Exercise. Consistent with and confirming a resolution of Parent’s board of directors that was unanimously approved on August 10, 2021, and notwithstanding the provisions of the 2018 Plan, the 2019 Plan, or the incentive option agreement or other instrument by which Employer or Parent granted Options to Employee (“Grant Agreement”), provided that Employee’s employment shall not have been terminated for Cause, Employee shall be entitled to exercise, by completing all steps listed in the respective Grant Agreement, any vested, unexercised Option or Options, through the day that is the earlier of (i) the day that is two (2) years after the last date of employment of Employee by Employer or any parent, subsidiary or affiliated company of Employer and (ii) the expiration date applicable to such Option.
c.The provisions of this Section 2 shall survive the expiration or earlier termination of the Original Agreement and/or this Amendment.
4.Termination. If the Employer terminates Employee’s employment for Cause or Employee voluntarily terminates Employee’s employment without Good Reason, in each case prior to the CIC Closing Date, Employee shall forfeit any right or claim to the Retention Bonus or any portion thereof.
5.General. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed in the Original Agreement. All provisions of the Original Agreement not expressly modified by this Amendment are hereby ratified and confirmed.

THIS AMENDMENT TO EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.

[Signature page follows]

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VIREO HEALTH, INC.

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Date: February 2, 2022_____/s/ John Heller___________________________

By: John Heller

Its: Chief Financial Officer

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EMPLOYEE:

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Date: February 2, 2022_____/s/ Kyle Kingsley__________________________

Kyle Kingsley

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GOODNESS GROWTH HOLDINGS, INC.

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Date: February 2, 2022_____/s/ John Heller___________________________

By: John Heller

Its: Chief Financial Officer

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Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State/Commonwealth of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

RECITALS

WHEREAS, the Employer and Employee entered into an Employment Agreement (the “Original Agreement”) dated December 1, 2020;

WHEREAS, the board of directors of Parent is exploring the potential sale or other disposition of Parent (a “CIC Transaction”) that, if approved by Parent’s shareholders and effected, would amount to a Change in Control as defined in the Original Agreement;

WHEREAS, Employer wishes to retain the services of Employee through the date of closing of a CIC Transaction (the “CIC Closing Date”) to ensure continuity in the operations of Employer and its subsidiary and affiliated companies; and

WHEREAS, the Parties wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, Parent, Employer and Employee, intending legally to be bound, hereby agree as follows:

AGREEMENT

1.Retention Bonus. Employee will receive a retention bonus (the “Retention Bonus”) in an amount equal to fifty percent (50%) of Employee’s annual base salary (“Base Salary”) on the CIC Closing Date, subject to the conditions and on the terms described in this Amendment. If Employer terminates Employee’s employment without Cause prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the date of termination of employment. If Employee voluntarily terminates employment with Good Reason prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the occurrence of the initial event that would give rise to Good Reason. Employer will pay the Retention Bonus to Employee only if Employee’s employment is not terminated by the Employer for Cause or by Employee without Good Reason. The Retention Bonus will be paid within thirty (30) days after the date of the CIC Closing Date and will be subject to required withholdings and deductions.
2.Options and Restricted Stock Units. The provisions of this paragraph 2 apply if Employee has been granted any stock options (“Options”) or restricted stock units (“RSUs”) under the Vireo Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), or both, which Options and/or RSUs have not vested as of the CIC Closing Date.

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a.Accelerated Vesting. All unvested Options and RSUs held by Employee will vest immediately prior to the CIC Closing Date, provided that Employee’s employment shall not have been terminated by Employer for Cause or by Employee without Good Reason on or prior to such date.
b.Time to Exercise. Consistent with and confirming a resolution of Parent’s board of directors that was unanimously approved on August 10, 2021, and notwithstanding the provisions of the 2018 Plan, the 2019 Plan, or the incentive option agreement or other instrument by which Employer or Parent granted Options to Employee (“Grant Agreement”), provided that Employee’s employment shall not have been terminated for Cause, Employee shall be entitled to exercise, by completing all steps listed in the respective Grant Agreement, any vested, unexercised Option or Options, through the day that is the earlier of (i) the day that is two (2) years after the last date of employment of Employee by Employer or any parent, subsidiary or affiliated company of Employer and (ii) the expiration date applicable to such Option.
c.The provisions of this Section 2 shall survive the expiration or earlier termination of the Original Agreement and/or this Amendment.
3.Termination. If the Employer terminates Employee’s employment for Cause or Employee voluntarily terminates Employee’s employment without Good Reason, in each case prior to the CIC Closing Date, Employee shall forfeit any right or claim to the Retention Bonus or any portion thereof.
4.General. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed in the Original Agreement. All provisions of the Original Agreement not expressly modified by this Amendment are hereby ratified and confirmed.

THIS AMENDMENT TO EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.

VIREO HEALTH, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

By: Kyle Kingsley

Its: CEO

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EMPLOYEE:

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Date: February 2, 2022______/s/ John Heller__________________________

John Heller

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GOODNESS GROWTH HOLDINGS, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

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By: Kyle Kingsley

Its: CEO

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Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Christian Gonzalez, an individual residing in the State/Commonwealth of Puerto Rico (“Employee”) (collectively “Parties” or individually “Party”).

RECITALS

WHEREAS, the Employer and Employee entered into an Employment Agreement (the “Original Agreement”) dated December 1, 2020;

WHEREAS, the board of directors of Parent is exploring the potential sale or other disposition of Parent (a “CIC Transaction”) that, if approved by Parent’s shareholders and effected, would amount to a Change in Control as defined in the Original Agreement;

WHEREAS, Employer wishes to retain the services of Employee through the date of closing of a CIC Transaction (the “CIC Closing Date”) to ensure continuity in the operations of Employer and its subsidiary and affiliated companies; and

WHEREAS, the Parties wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, Parent, Employer and Employee, intending legally to be bound, hereby agree as follows:

AGREEMENT

1.Retention Bonus. Employee will receive a retention bonus (the “Retention Bonus”) in an amount equal to fifty percent (50%) of Employee’s annual base salary (“Base Salary”) on the CIC Closing Date, subject to the conditions and on the terms described in this Amendment. If Employer terminates Employee’s employment without Cause prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the date of termination of employment. If Employee voluntarily terminates employment with Good Reason prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the occurrence of the initial event that would give rise to Good Reason. Employer will pay the Retention Bonus to Employee only if Employee’s employment is not terminated by the Employer for Cause or by Employee without Good Reason. The Retention Bonus will be paid within thirty (30) days after the date of the CIC Closing Date and will be subject to required withholdings and deductions.
2.Options and Restricted Stock Units. The provisions of this paragraph 2 apply if Employee has been granted any stock options (“Options”) or restricted stock units (“RSUs”) under the Vireo Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), or both, which Options and/or RSUs have not vested as of the CIC Closing Date.

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a.Accelerated Vesting. All unvested Options and RSUs held by Employee will vest immediately prior to the CIC Closing Date, provided that Employee’s employment shall not have been terminated by Employer for Cause or by Employee without Good Reason on or prior to such date.
b.Time to Exercise. Consistent with and confirming a resolution of Parent’s board of directors that was unanimously approved on August 10, 2021, and notwithstanding the provisions of the 2018 Plan, the 2019 Plan, or the incentive option agreement or other instrument by which Employer or Parent granted Options to Employee (“Grant Agreement”), provided that Employee’s employment shall not have been terminated for Cause, Employee shall be entitled to exercise, by completing all steps listed in the respective Grant Agreement, any vested, unexercised Option or Options, through the day that is the earlier of (i) the day that is two (2) years after the last date of employment of Employee by Employer or any parent, subsidiary or affiliated company of Employer and (ii) the expiration date applicable to such Option.
c.The provisions of this Section 2 shall survive the expiration or earlier termination of the Original Agreement and/or this Amendment.
3.Termination. If the Employer terminates Employee’s employment for Cause or Employee voluntarily terminates Employee’s employment without Good Reason, in each case prior to the CIC Closing Date, Employee shall forfeit any right or claim to the Retention Bonus or any portion thereof.
4.General. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed in the Original Agreement. All provisions of the Original Agreement not expressly modified by this Amendment are hereby ratified and confirmed.

THIS AMENDMENT TO EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.

VIREO HEALTH, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

By: Kyle Kingsley

Its: CEO

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EMPLOYEE:

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Date: February 2, 2022______/s/ Christian Gonzalez_____________________

Christian Gonzalez

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GOODNESS GROWTH HOLDINGS, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

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By: Kyle Kingsley

Its: CEO

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Exhibit 10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State/Commonwealth of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

RECITALS

WHEREAS, the Employer and Employee entered into an Employment Agreement (the “Original Agreement”) dated December 1, 2020;

WHEREAS, the board of directors of Parent is exploring the potential sale or other disposition of Parent (a “CIC Transaction”) that, if approved by Parent’s shareholders and effected, would amount to a Change in Control as defined in the Original Agreement;

WHEREAS, Employer wishes to retain the services of Employee through the date of closing of a CIC Transaction (the “CIC Closing Date”) to ensure continuity in the operations of Employer and its subsidiary and affiliated companies; and

WHEREAS, the Parties wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, Parent, Employer and Employee, intending legally to be bound, hereby agree as follows:

AGREEMENT

1.Retention Bonus. Employee will receive a retention bonus (the “Retention Bonus”) in an amount equal to fifty percent (50%) of Employee’s annual base salary (“Base Salary”) on the CIC Closing Date, subject to the conditions and on the terms described in this Amendment. If Employer terminates Employee’s employment without Cause prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the date of termination of employment. If Employee voluntarily terminates employment with Good Reason prior to the CIC Closing Date, Base Salary will be defined as Employee’s annual base salary immediately prior to the occurrence of the initial event that would give rise to Good Reason. Employer will pay the Retention Bonus to Employee only if Employee’s employment is not terminated by the Employer for Cause or by Employee without Good Reason. The Retention Bonus will be paid within thirty (30) days after the date of the CIC Closing Date and will be subject to required withholdings and deductions.
2.Options and Restricted Stock Units. The provisions of this paragraph 2 apply if Employee has been granted any stock options (“Options”) or restricted stock units (“RSUs”) under the Vireo Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), or both, which Options and/or RSUs have not vested as of the CIC Closing Date.

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a.Accelerated Vesting. All unvested Options and RSUs held by Employee will vest immediately prior to the CIC Closing Date, provided that Employee’s employment shall not have been terminated by Employer for Cause or by Employee without Good Reason on or prior to such date.
b.Time to Exercise. Consistent with and confirming a resolution of Parent’s board of directors that was unanimously approved on August 10, 2021, and notwithstanding the provisions of the 2018 Plan, the 2019 Plan, or the incentive option agreement or other instrument by which Employer or Parent granted Options to Employee (“Grant Agreement”), provided that Employee’s employment shall not have been terminated for Cause, Employee shall be entitled to exercise, by completing all steps listed in the respective Grant Agreement, any vested, unexercised Option or Options, through the day that is the earlier of (i) the day that is two (2) years after the last date of employment of Employee by Employer or any parent, subsidiary or affiliated company of Employer and (ii) the expiration date applicable to such Option.
c.The provisions of this Section 2 shall survive the expiration or earlier termination of the Original Agreement and/or this Amendment.
3.Termination. If the Employer terminates Employee’s employment for Cause or Employee voluntarily terminates Employee’s employment without Good Reason, in each case prior to the CIC Closing Date, Employee shall forfeit any right or claim to the Retention Bonus or any portion thereof.
4.General. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed in the Original Agreement. All provisions of the Original Agreement not expressly modified by this Amendment are hereby ratified and confirmed.

THIS AMENDMENT TO EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.

VIREO HEALTH, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

By: Kyle Kingsley

Its: CEO

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EMPLOYEE:

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Date: February 2, 2022______/s/ Amber Shimpa­­_____________________

Amber Shimpa

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GOODNESS GROWTH HOLDINGS, INC.

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Date: February 2, 2022_____/s/ Kyle Kingsley_________________________

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By: Kyle Kingsley

Its: CEO

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