SHWZ News & Events

Vireo Growth (VREOF) closed on a transaction to acquire outstanding senior secured convertible notes of public U.S. multi-state cannabis operator, Medicine Man Technologies (SHWZ). The Company simultaneously announced that it has entered into a Restructuring Support Agreement with Schwazze. The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of Schwazze to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of Schwazze's remaining operations. The value of the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders of the Notes. The Notes mature in December of 2026, carry an interest rate of 13.0 percent, and are currently in default. Vireo will assume all rights and remedies of senior secured debt holders in relation to the Notes. Pursuant to the RSA, the collateral agent under the indenture governing the Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, Vireo and Schwazze will enter into an asset purchase agreement with NewCo pursuant to which the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance certain outstanding Schwazze indebtedness, pay transaction expenses and provide NewCo with working capital. Any remaining assets of Schwazze not purchased in the Asset Sale would be subject to a wind down. Net proceeds from the wind down, to the extent there are any, will be distributed to holders of claims and equity interests in Schwazze in accordance with their relative priority under applicable law. Completion of the transactions contemplated by the RSA are subject to certain conditions, including regulatory approval where applicable.

Medicine Man Technologies, Inc., operating as Schwazze (SHWZ) entered into a Restructuring Support Agreement with an affiliate of Vireo Growth (VREOF), which holds a majority of the Company's outstanding 13% senior secured notes due December 7, 2026, the holders of certain outstanding deferred cash seller notes and certain other parties. The RSA sets forth a plan to restructure the operations and capital structure of the Company and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of the Company and its subsidiaries to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of the Company's remaining operations. The landmark transactions contemplated by the RSA are expected to result in the continuation of our business as a new, growth-oriented company with less debt, improved liquidity and a streamlined asset portfolio. Pursuant to the RSA, the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, the Company will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of the Company and a discharge of all or a majority of the Senior Secured Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance the Star Buds seller notes, pay transaction expenses and provide NewCo with working capital. Any remaining assets of the Company not purchased in the Asset Sale would be subject to a wind down, and the remaining liabilities of, and equity interests in, the Company will receive the net proceeds from the wind down proceedings in accordance with their relative priorities under applicable law.

Medicine Man Technologies, operating as Schwazze, is providing an update on its previously announced delayed filings. The company said, "On November 29, 2024, the Audit Committee of the Company determined, following discussions with Baker Tilly and the Company's management, that the Company's previously issued audited consolidated financial statements for the two fiscal years ended December 31, 2023, audited by BF Borgers, and the Company's unaudited condensed consolidated financial statements and the notes thereto as of and for the fiscal periods ended March 31, 2023, June 30, 2023, and September 30, 2023 included in the Company's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2023, June 30, 2023, and September 30, 2023 that were filed with the SEC (collectively the "Subject Periods") will be restated due to the identification of certain accounting adjustments needed primarily relating to technical accounting areas. The Company has concluded that the impact of these corrections is material and as a result, the Subject Periods should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications of the Company describing the Company's financial results or other financial information should no longer be relied upon to the extent that they are related to the Subject Periods. Schwazze does not currently believe that the foregoing corrections will have any negative material impact on the Company's revenue, adjusted EBITDA, cash from operations or cash position."