MINNEAPOLIS and TAMPA, Fla. — Multistate operator Vireo Growth Inc. signed a definitive agreement to acquire multistate operator FLUENT Corp. in an all-stock transaction. FLUENT shareholders will receive 0.0705359 of a subordinate voting share of Vireo per FLUENT share held.
The Vireo shares to be issued and exchanged for FLUENT shares have not been and will not be registered under the United States Securities Act of 1933, as amended or any U.S. state securities laws, and will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act.
The deal includes 74 dispensaries and approximately 144,000 square feet of combined cultivation and production canopy in Florida’s medical cannabis market. Vireo also operates in ten other U.S. markets.
In connection with the transaction, Vireo entered into a credit equitization agreement with lenders including Chicago Atlantic Financial Services LLC. Under the agreement, the company and the lenders will exchange an aggregate of US$30 million outstanding indebtedness owing under existing credit agreements for FLUENT shares that will be converted into Vireo shares upon completion of the Fluent transaction.
Completion of the transaction, expected to occur during the fourth quarter of 2026, is subject to court and regulatory approvals.
