Business
Vireo Growth Closes Acquisition of M3 Wellness Dispensary in Nevada
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Vireo Growth Inc. announced on September 21, 2026, the closing of its previously announced indirect acquisition of M3 Wellness, a cannabis dispensary located in Hawthorne, Nevada, from M3 Wellness, LLC, pursuant to an asset purchase agreement the parties entered on June 5, 2026.
Total consideration for the transaction was $500,000, according to the company’s announcement. Vireo settled $290,000 of that amount in cash on the closing date and satisfied the remaining $210,000 balance through the issuance of 13,888 subordinate voting shares at a deemed issue price of $15.12 per share.
Terms Announced in June
Vireo first disclosed the M3 Wellness asset purchase agreement on June 5, 2026, in the same release that reported the closing of its acquisition of Bridgewell Agribusiness LLC, a supplier of organic and non-GMO food and agricultural products. Under the terms disclosed that day, the balance of the $500,000 consideration after the $290,000 cash payment was to be satisfied by issuing, on a pre-share-consolidation basis, 416,667 subordinate voting shares of Vireo at closing.
The agreement also provides for a single, performance-based earnout payable to M3 Wellness based on the achievement of certain EBITDA benchmarks by December 31, 2029, subject to the terms and conditions of the agreement, the June 5 release stated. Completion of the transaction was subject to regulatory approval from the Nevada Cannabis Compliance Board, as well as customary conditions, including receipt of necessary approvals. The share consideration was also subject to customary resale restrictions under Canadian securities law and a hold period under the rules of the Canadian Securities Exchange.
The 416,667-share figure in the June 5 announcement was stated on a pre-share-consolidation basis. On June 1, 2026, Vireo’s board of directors approved a 30-for-1 consolidation of the company’s subordinate voting shares, multiple voting shares and super voting shares, effective at market open on the June 5, 2026 record date, according to the company’s consolidation announcement. Shareholders had authorized the board to proceed with a consolidation of not less than 20-for-1 and not more than 40-for-1 at the annual general and special meeting held May 29, 2026. The consolidation reduced the number of issued and outstanding subordinate voting shares from 1,455,017,319 to approximately 48,500,577, subject to minor adjustments from rounding, and no fractional shares were issued.
Companion Transactions and Nevada Footprint
The M3 Wellness agreement was one of two dispensary transactions Vireo announced on June 5, 2026. The second was a definitive agreement dated November 3, 2025, to acquire an indirect 49% equity interest in Chesapeake Integrated Health Institute, LLC and Maryland Alternative Relief, LLC from the members of HA-MD, LLC, the sole owner of those dispensary licenses. Completion of the Maryland transaction was subject to regulatory approval from the Maryland Cannabis Administration, which the company said had been obtained. Vireo announced the closing of that acquisition on June 18, 2026, with total consideration of $1.55 million: $400,000 settled in cash on the closing date, $400,000 to be paid under a promissory note over a term of five years at 8% annual interest, and the remaining $750,000 satisfied through the issuance of 37,035 subordinate voting shares, on a post-share-consolidation basis, at a deemed issue price of $20.25 per share.
The Hawthorne dispensary joins a Nevada operation that Vireo has expanded through earlier transactions this year. On August 21, 2026, the company completed its acquisition of C21 Investments Inc., a transaction Vireo said added three Nevada dispensaries operating under the Silver State Relief brand and approximately 104,000 square feet of cultivation and production capacity. Vireo stated that the C21 transaction expanded its presence in Nevada to approximately 14 operational dispensaries and 159,000 square feet of cultivation and manufacturing capacity.
Vireo Growth describes itself as a vertically integrated cannabis company with operations in 10 states and more than 170 dispensaries nationwide. The company operates cultivation, manufacturing, retail dispensary, home delivery, distribution and agricultural supply businesses across the United States. Its shares trade on the Canadian Securities Exchange under the symbol VREO and on the OTCQX market under VREOF.
