Vireo Growth announced four all-stock acquisitions to consolidate its Ohio operations: FarmaceuticalRx (~$139.5 million estimated), FarmaceuticalRx2 (~$70.1 million base value with up to ~$50.9 million debt assumed; ~$19.2 million estimated closing price after adjustments), Canoe Hill Ohio (~$34.8 million base), and CAOH (~$16.0 million base). Each deal pays consideration in three share tranches, uses $18.75 per share at closing and at least $17.25 for deferred tranches subject to VWAP, and escrows 10% of closing shares for 24 months. Performance-based clawbacks through 2027 apply across the transactions, and lock-up periods extend through March 31, 2028 for deferred tranches. Closings are subject to regulatory approvals and limits on Chicago Atlantic affiliates’ post-close ownership.

Agreement 1: Vireo Growth to Acquire FarmaceuticalRx in ~$139.5 Million All-Stock Transaction

  • Agreement type: Securities Purchase Agreement to acquire 100% membership interests
  • Counterparty: FarmaceuticalRx
  • Signed / Effective: Jul 30 2026 / same
  • Duration / Termination: N/A
  • Reason: Expand and consolidate Ohio cannabis operations

Agreement 2: Vireo Growth to Acquire FarmaceuticalRx2 in All-Stock Deal Valued at ~$70.1 Million

  • Agreement type: Securities Purchase Agreement to acquire 100% membership interests
  • Counterparty: FarmaceuticalRx2
  • Signed / Effective: Jul 30 2026 / same
  • Duration / Termination: N/A
  • Reason: Expand and consolidate Ohio cannabis operations

Agreement 3: Vireo Growth to Acquire Canoe Hill Ohio in ~$34.8 Million All-Stock Agreement

  • Agreement type: Securities Purchase Agreement to acquire 100% membership interests
  • Counterparty: Canoe Hill Ohio
  • Signed / Effective: Jul 30 2026 / same
  • Duration / Termination: N/A
  • Reason: Expand and consolidate Ohio cannabis operations

Agreement 4: Vireo Growth to Acquire CAOH in ~$16.0 Million All-Stock Deal; Related-Party Review Applied

  • Agreement type: Securities Purchase Agreement to acquire 100% membership interests
  • Counterparty: CAOH
  • Signed / Effective: Jul 30 2026 / same
  • Duration / Termination: N/A
  • Reason: Expand and consolidate Ohio cannabis operations

Original SEC Filing:

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