Item 1.01. Entry Into a Material Definitive Agreement
On December 4, 2022, Vireo Health, Inc. (the "Company"), a wholly-owned
subsidiary of Goodness Growth Holdings, Inc. (the "Parent Company"), entered
into an employment agreement (the "Agreement") with Joshua Rosen, who is
currently a member of the board of directors of the Parent Company. The
Agreement provides for the appointment of Mr. Rosen to the role of Interim
President of the Parent Company and the Company for a term of one year, unless
the Agreement is sooner terminated in accordance with its terms. In accordance
with the terms of the Agreement, Mr. Rosen will perform such duties for the
Parent Company and the Company as the Parent Company's Board of Directors may
assign to Mr. Rosen from time to time. Mr. Rosen will receive base compensation
of $300,000 per year, with 40% of that amount deferred as described in the
Agreement, along with an option to purchase two million (2,000,000) subordinate
voting shares of the Company's capital stock at the market price at the time of
grant. The option to purchase 500,000 subordinate voting shares is vested upon
grant; the option to purchase the remaining 1.5 million subordinate voting
shares vests quarterly over the one-year term of the Agreement beginning on
March 1, 2023. This summary of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is attached as Exhibits
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On December 5, 2022, the Parent Company announced the appointment of Joshua
Rosen, age 49, as Interim President of the Parent Company and the Company.
Mr. Rosen has served as a member of the board of directors of the Company since
August 2021. Mr. Rosen has served as Managing Partner of Bengal Capital
("Bengal"), a cannabis investment and advisory firm, since December 2020.
Through May of 2021, Mr. Rosen was a director of 4Front Ventures Corporation
(CSE: FFNT)("4Front"); Mr. Rosen was previously Executive Chairman and CEO of
4Front and its predecessor companies, having co-founded 4Front in 2011. Rosen
has held positions at Credit Suisse (NYSE: CS) and ABN AMRO Bank N.V. (OTCMKTS:
AAVMY) and is on the Board of Managers of Ninety Plus Coffee, LLC. Mr. Rosen
holds a Bachelor of Arts in Economics and Philosophy from Beloit College.
The Parent Company is party to a consulting services agreement dated August 18,
2021 (the "Bengal Agreement") with an affiliate of Bengal. The Company has made
payments to a Bengal affiliate (the "Bengal Affiliate") under the Bengal
Agreement in the amount of $140,000.00. The Company is also obligated to issue
150,000 warrants to the Bengal Affiliate pursuant to the terms of the Bengal
Agreement. As noted above, Mr. Rosen serves as Managing Partner of Bengal, an
affiliate of the Bengal Affiliate, and owns a 35% ultimate economic interest in
the Bengal Affiliate.
On December 4, 2022, the Company entered into the Agreement with Mr. Rosen. The
information regarding the Agreement appearing in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference herein and made a part of this
Item 5.02.
Other than the Agreement, there are no arrangements or understandings between
Mr. Rosen and any other person pursuant to which he was selected for the
position to which he was appointed. There are no family relationships between
Mr. Rosen and any director or executive officer of the Parent Company, and,
except as noted above, Mr. Rosen has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement between Joshua Rosen and Vireo Health, Inc.,
dated December 4, 2022.
99.1 Press Release dated December 5, 2022
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
© Edgar Online, source Glimpses