What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-15 compared with 2021-03-31 · 36 added, 123 removed, 50 unchanged (76% of the section changed)

1 unchanged sentence

Trading Price and Volume

Our Subordinate Voting Shares are traded

on the CSE under the symbol “VREO.” The following table sets forth trading information for the Subordinate Voting Shares

for the periods indicated, as quoted on the CSE.

Our Subordinate Voting Shares are traded on the CSE under the symbol “GDNS.” The following table sets forth trading information for the Subordinate Voting Shares for the periods indicated, as quoted on the CSE.

Low Trading Price

11 unchanged sentences

Second Quarter (June 30, 2020)

First Quarter (March 20, 2019 to March 31, 2019)

Our Subordinate Voting Shares also are

traded on the OTCQX under the symbol “VREOF.” The following table sets forth trading information for the Subordinate

Voting Shares for the periods indicated, as quoted on the OTCQX.

First Quarter (March 31, 2020)

Our Subordinate Voting Shares also are traded on the OTCQX under the symbol “GDNSF.” The following table sets forth trading information for the Subordinate Voting Shares for the periods indicated, as quoted on the OTCQX.

Low Trading Price

11 unchanged sentences

Second Quarter (June 30, 2020)

First Quarter (March 25, 2019 to March 31, 2019)

As of March 22, 2021, there were 112 holders

of record of our Subordinate Voting Shares, 199 holders of record of our Multiple Voting Shares, and 1 holder of record of

our Super Voting Shares.

Vireo has not paid, and does not in the

foreseeable future intend to pay, any dividends on the Subordinate Voting Shares or any other equity.

The declaration and payment

of future dividends to holders of our Shares will be at the discretion of the Board of Directors and will depend upon many factors,

including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant

by the Board of Directors.

In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends

from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective

jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that the Company or our subsidiaries

See “ Risk Factors - Risks Related to the Company’s Securities – We do not intend to pay dividends

on our Shares and, consequently, the ability of investors to achieve a return on their investment will depend entirely on appreciation

in the price of the Subordinate Voting Shares .”

Compensation Plans

The following table sets forth, as of December

31, 2020, securities authorized for issuance under each of the Vireo Health, Inc.

2018 Equity Incentive Plan (the “ 2018

Plan ”) and the Vireo Health International, Inc.

2019 Equity Incentive Plan (the “ 2019 Plan ”).

outstanding options under the 2018 Equity Incentive Plan, as well as all outstanding compensation warrants, settle in Subordinate

Voting Shares of Vireo.

Outstanding options under the 2019 Equity Incentive Plan settle in either Subordinate Voting Shares of

Vireo or Multiple Voting Shares of Vireo, at Vireo’s option.

First Quarter (March 31, 2020)

As of March 1, 2022, there were 140 holders of record of our Subordinate Voting Shares, 180 holders of record of our Multiple Voting Shares, and 1 holder of record of our Super Voting Shares.

We have not paid, and does not in the foreseeable future intend to pay, any dividends on the Subordinate Voting Shares or any other equity.

The declaration and payment of future dividends to holders of our Shares will be at the discretion of the Board of Directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant by the Board of Directors.

In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that the Company or our subsidiaries may incur.

See “ Risk Factors - Risks Related to the Company’s Securities – We do not intend to pay dividends on our Shares and, consequently, the ability of investors to achieve a return on their investment will depend entirely on appreciation in the price of the Subordinate Voting Shares .”

Equity Compensation Plans

The following table sets forth, as of December 31, 2021, securities authorized for issuance under each of the 2018 Equity Incentive Plan (the “ 2018 Plan ”) and the 2019 Equity Incentive Plan (the “ 2019 Plan ”).

All outstanding options under the 2018 Equity Incentive Plan, as well as all outstanding compensation warrants, settle in Subordinate Voting Shares.

Outstanding options under the 2019 Equity Incentive Plan settle in either Subordinate Voting Shares of Vireo or Multiple Voting Shares, at the Company’s option.

Figures below are presented on an as-converted basis.

Plan Category

Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

remaining available

exercise price of

for future issuance

outstanding options,

Plan Category

warrants and rights

Number of securities

remaining available

for future issuance

warrants and rights

compensation plans

1 unchanged sentence

Equity compensation plans not approved by security holders

In January 2019, the Company adopted

the 2019 Plan, which was approved by shareholders.

Subject to adjustment provisions as provided in the 2019 Plan, the maximum

number of Subordinate Voting Shares that may be issued under the 2019 Equity Incentive Plan is equal to 10% of the number of

issued and outstanding Subordinate Voting Shares from time to time, on an as converted to Subordinate Voting Shares basis.

future awards will be made under the 2018 Plan.

Awards under the 2019 Plan may be made in any form permitted under the 2019

Plan, in any combinations approved by the Board of Directors.

For the purposes of this report, the term “as converted

to Subordinate Voting Shares basis” includes the conversion of the Multiple Voting Shares and Super Voting Shares into

Subordinate Voting Shares.

In January 2019, the Company adopted the 2019 Plan, which was approved by shareholders.

Subject to adjustment provisions as provided in the 2019 Plan, the maximum number of Subordinate Voting Shares that may be issued under the 2019 Equity Incentive Plan is equal to 10% of the number of issued and outstanding Subordinate Voting Shares from time

to time, on an as converted to Subordinate Voting Shares basis.

No future awards will be made under the 2018 Plan.

Awards under the 2019 Plan may be made in any form permitted under the 2019 Plan, in any combinations approved by the Board of Directors.

For the purposes of this report, the term “as converted to Subordinate Voting Shares basis” includes the conversion of the Multiple Voting Shares and Super Voting Shares into Subordinate Voting Shares.

In January 2018, Vireo U.S.

2018 Plan, which permitted the Company to grant incentive stock option, restricted shares, restricted share units, or other awards.

adopted the 2018 Plan, which permitted the Company to grant incentive stock options, restricted shares, restricted share units, or other awards.

The 2018 Plan was not approved by shareholders.

Under the terms of the 2018 Plan, a total of 1,000,000 common shares were reserved

The exercise price for incentive stock options issued under the 2018 Plan were to be set by the committee (as defined

under the 2018 Plan) but were not to be less 100% of the fair market value of Vireo U.S.’s shares on the date of grant.

stock options to be issued were to have a maximum term of 10 years from the date of grant.

The incentive stock options vested at

the discretion of the Board.

Under the terms of the 2018 Plan, a total of 1,000,000 common shares were reserved for issue.

The exercise price for incentive stock options issued under the 2018 Plan were to be set by the committee (as defined under the 2018 Plan) but were not to be less 100% of the fair market value of Vireo U.S.’s shares on the date of grant.

Incentive stock options to be issued were to have a maximum term of 10 years from the date of grant.

The incentive stock options vested at the discretion of the Board.

Recent Sales of Unregistered Securities

The following information represents securities

sold by the Company since March 18, 2019, the date of completion of the RTO, through March 31, 2021, which were not registered under the

Securities Act.

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 subordinate

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 subordinate voting shares pursuant to an exemption from registration under the Securities Act.

We did not receive any proceeds in connection with the warrant exercise or issuance of shares.

The shares issued pursuant to the warrant

exercise are free of trading restrictions;

the additional 889,519 shares are subject to a holding period expiring on August 1, 2021.

was previously issued 15 million warrants under his employment agreement.

As part of the settlement, he surrendered all right, title,

and interest in the remaining 5 million for cancellation..

On March 25, 2021, in connection with closing

the Credit Facility, we issued (a) five year warrants to Agent and each lender to purchase an aggregate of 2,803,984 Shares at an exercise

price of CDN$3.50 per Share, and (b) a five year warrant to the broker to purchase 233,665 Shares at an exercise price of CDN$3.50 per

Each warrant contains customary anti-dilution provisions.

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.

Between January 4 and January 27, 2021, we issued

1,420,084 shares upon the exercise of stock options issued to employees for proceeds of $450,703.

On March 9, 2020, we closed the first tranche

of a non-brokered private placement and issued 13,651,574 units at a price of C$0.77 per unit.

Each unit is comprised of one Subordinate

Voting Share and one Subordinate Voting Share purchase warrant.

Each Warrant entitles the holder to purchase one Subordinate Voting

Share for a period of three years from the date of issuance at an exercise price of C$0.96 per Subordinate Voting Share.

the right to require holders of the warrants to exercise the warrants into shares if, prior to the maturity date, the five-trading-day

volume weighted-average price of our Subordinate Voting Shares equals or exceeds C$1.44.

Total proceeds from this transaction were

$7,613,490, net of share issuance costs of $104,173.

The proceeds from the offering were used to fund various growth initiatives

and for working capital and general corporate purposes.

On November 16, 2020, we announced that we had exercised our right to force

the redemption of all the Warrants given the five-day VWAP of our Shares on the CSE exceeded C$1.44 during the trading period from

November 3, 2020 through November 9, 2020.

These redemptions resulted in the issuance of 13,651,574 additional Subordinate Voting

Shares and cash proceeds of approximately C$13.1 million.

In connection with the RTO, on March 18,

2019, Canadian Finco completed a brokered private placement offering of subscription receipts at a price of $4.25 per subscription

receipt, for aggregate gross proceeds in the amount of $51,386,482.

The offering was co-led by Eight Capital and Canaccord Genuity

as co-lead agents and joint bookrunners, together with GMP Securities L.P., Beacon Securities Limited, and Haywood Securities

Each subscription receipt was automatically exchanged for one common share of Canadian Finco immediately prior to, and in

connection with, the completion of the RTO without payment of additional consideration or further action on the part of the holder.

In connection with the close of the RTO, all Canadian Finco shareholders (including former shareholders of the subscription receipts)

received Subordinate Voting Shares of Vireo in exchange for Canadian Finco shares at a rate of one Subordinate Voting Share of

Vireo for each share of Canadian Finco held at the time of the RTO.

We have used the net proceeds from the offering to help finance

mergers and acquisition activity, as well as for general corporate purposes including business development, capacity expansion

projects, working capital requirements and other strategic initiatives.

We did not issue any unregistered securities during the quarter ended December 31, 2021.

Selected Financial Data

The following are selected financial data

derived from our Consolidated Financial Statements for the years ended December 31, 2020 and 2019.

The data set forth below should

be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Our Consolidated Financial Statements have

been prepared in accordance with GAAP on a going-concern basis that contemplates continuity of operations and realization of assets

and liquidation of liabilities in the ordinary course of business.

The selected consolidated financial information

set forth below may not be indicative of our future performance.

The following are selected financial data derived from our Consolidated Financial Statements for the years ended December 31, 2021 and 2020.

The data set forth below should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Our Consolidated Financial Statements have been prepared in accordance with GAAP on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.

The selected consolidated financial information set forth below may not be indicative of our future performance.

Twelve Months Ended

1 unchanged sentence

Wholesale Revenue

Other Revenue

Total Revenues, net of discounts

2 unchanged sentences

Other Income (Expense)

(34,525,666 )

Operating Loss

Before Provision for Income Taxes

$ (14,152,194 )

$ (56,893,312 )

$ (5,720,965 )

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity