Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On March 31, 2021, as part of a settlement and release of claims regarding a dispute over certain post-termination terms under his employment agreement, we issued 7,110,381 Subordinated Voting Shares to our former Executive Chairman, Bruce Linton, upon a cashless exercise of 10 million warrants that had an exercise price of $1.02 per share and issued him 889,519 Subordinated Voting Shares in reliance on Regulation S.
−Removed: We did not receive any proceeds in connection with the warrant exercise or issuance of shares.
−Removed: The shares issued pursuant to the warrant exercise are free of trading restrictions;
−Removed: the additional 889,519 Subordinated Voting Shares are subject to a holding period expiring on August 1, 2021.
−Removed: As part of the settlement, he surrendered for cancellation all right, title, and interest in the remaining 5 million warrants he held.
−Removed: On March 25, 2021, in connection with closing the Credit Facility, we issued five-year warrants to the agent, each participating lender, and the broker to purchase an aggregate of 3,037,649 Subordinated Voting Shares at an exercise price of C$3.50 per share.
−Removed: These warrants have not been registered under the Securities Act and were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: Between January 4 and February 3, 2021, we issued 1,420,084 subordinate voting shares upon the exercise of stock options issued to employees for proceeds of $450,703.
+Added: On June 4, 2021, we issued 295,774 subordinated voting shares to a third party for ongoing corporate advisory services.
+Added: We did not receive any proceeds in connection with the issuance of these shares.
+Added: The shares issued are subject to a holding period expiring October 5, 2021.
+Added: Description of Exhibit
+Added: Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
+Added: Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
+Added: Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Includes the following financial and related information from Goodness Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.
+Added: The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
+Added: Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: GOODNESS GROWTH HOLDINGS, INC.
+Added: August 13, 2021
+Added: Chief Executive Officer
+Added: August 13, 2021
+Added: Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.