v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events  
Subsequent Events

25. Subsequent Events

On October 10, 2025, a wholly owned subsidiary of the Company entered into a restructuring support agreement (“RSA”) with Schwazze and certain related entities in connection with the Company’s acquisition of a majority of the outstanding principal amount of Schwazze’s 13.00% Senior Secured Convertible Notes due December 7, 2026, which are included in notes receivable in the consolidated balance sheet as of December 31, 2025.

The RSA contemplates a restructuring of Schwazze and its subsidiaries, including the sale of certain assets through a public disposition of collateral pursuant to the Uniform Commercial Code. On November 13, 2025, a public auction of collateral was completed, at which the credit bid made on behalf of VHC and the other noteholders was the winning bid.

Following the public auction, Schwazze entered into an asset purchase agreement with a newly formed entity that as of the closing of the transactions is expected to be majority owned by the Company, pursuant to which, subject to regulatory approvals and other customary closing conditions, the assets subject to the asset purchase agreement are expected to be transferred in exchange for the assumption of certain specified liabilities and the discharge of the senior secured notes included in the credit bid. The transaction had not closed as of December 31, 2025. Accordingly, no assets related to the contemplated asset transfer have been recognized in the accompanying consolidated financial statements.

On December 16, 2025, the Company entered into an asset purchase agreement through a wholly owned subsidiary to acquire certain assets and properties used in cannabis dispensaries operated in the State of Colorado owned by PharmaCann. Under the terms of the agreement, the Company will issue subordinate voting shares with an estimated value of $49,000,000 and assume certain liabilities as consideration for the acquired assets. The share consideration is subject to certain adjustments.

In connection with the transaction, the Company entered into a management services agreement to provide management services related to the dispensaries through the closing date. The transaction is subject to customary closing conditions and had not closed as of December 31, 2025. Accordingly, no amounts related to the transaction have been recognized in the accompanying consolidated financial statements.

 

On December 22, 2025, the Company entered into an agreement and plan of merger to acquire Eaze Inc. (“Eaze”) in a business combination transaction. Pursuant to the agreement, following the closing of the transaction, the Company will issue subordinate voting shares as consideration for all of the issued and outstanding equity interests of Eaze. The estimated closing consideration is approximately $47,000,000, subject to customary post-closing adjustments.

The merger agreement also provides for potential earnout consideration payable in the Company’s subordinate voting shares based on Eaze’s future financial performance, subject to contractual limitations.

The transaction is subject to customary closing conditions, including regulatory approvals and approval by Eaze’s stockholders, and had not closed as of December 31, 2025. Accordingly, no amounts related to the transaction have been recognized in the accompanying consolidated financial statements.

On January 28, 2026, the Company entered into a nonbinding MOU with Scotts Miracle-Gro related to the potential acquisition of The Hawthorne Gardening Company. The Hawthorne Gardening Company is a non-plant touching entity, and is not subject to 280E.