Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273728
PROSPECTUS SUPPLEMENT NO. 2
(to prospectus dated August 10, 2023)
GOODNESS GROWTH HOLDINGS, INC.
15,000,000 Subordinate Voting Shares
Up to 80,670,773 Subordinate Voting Shares Underlying
Notes
Up to 6,250,000 Subordinate Voting Shares Underlying
Warrants
This prospectus supplement is being filed to update
and supplement the information contained in the prospectus dated August 10, 2023 (the “Prospectus”), with the information
contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2023.
Accordingly, we have attached such report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the resale by the selling security holders named in the Prospectus (the “Selling Shareholders”) of up to an aggregate
of 101,920,773 of our subordinate voting shares (“subordinate voting shares”), which consist of: (i) up to 15,000,000 subordinate
voting shares issued in a private offering to certain Selling Shareholders in connection with a Fifth Amendment to Credit Agreement and
First Amendment to Security Agreement by and among Goodness Growth Holdings, Inc., certain of its subsidiaries, the persons from time-to-time
party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and as collateral agent,
dated as of March 31, 2023 (the “Fifth Amendment”); (ii) up to 80,670,773 subordinate voting shares that are issuable from
time to time to certain Selling Shareholders upon conversion of, and payment of interest on, convertible notes issued in a private offering
pursuant to a Sixth Amendment to the Credit Agreement by and among Goodness Growth Holdings, Inc., certain of its subsidiaries, the persons
from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and
as collateral agent, dated as of April 28, 2023 (the “Sixth Amendment”); and (iii) up to 6,250,000 subordinate voting shares
that are issuable from time to time to certain of the Selling Shareholders upon the exercise of warrants to purchase our subordinate voting
shares that were issued in a private offering to Selling Shareholders in connection with the Sixth Amendment.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, any may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our subordinate voting shares are listed on the
Canadian Securities Exchange (the “CSE”) under the symbol “GDNS” and on the OTCQX under the symbol “GDNSF.”
On August 17, 2023, the closing sale price of our subordinate voting shares as reported on the CSE was C$0.16 and the closing sale price
of our subordinate voting shares on the OTCQX was $0.1185.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 13 of the Prospectus. Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August
22, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2023
GOODNESS
GROWTH HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 |
|
82-3835655 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
207 South 9th Street
Minneapolis, Minnesota |
|
55402 |
| (Address of principal executive offices) |
|
(Zip Code) |
(612) 999-1606
(Registrant’s telephone number, including
area code)
Not
Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| |
|
|
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
|
Item 1.01. |
Entry into a Material Definitive Agreement |
Option Agreement
On August 11, 2023, a subsidiary (the “Subsidiary”) of
Goodness Growth Holdings, Inc. (the “Company”), entered into an Option Agreement (the “Option Agreement”) by and
between the Company and HA-MD, LLC, a Maryland limited liability company (“HA-MD” or the “Target”).
The Option Agreement provides the Subsidiary with the right to purchase
(the “Option”) all of the issued and outstanding equity of the Target, which indirectly owns two cannabis dispensaries (the
“Dispensaries”) in the State of Maryland, on satisfaction of certain conditions including authorization from the appropriate
Maryland regulator. The purchase price for the Target is $6.4 million if Target has not relocated either of the Dispensaries at the time
of exercise of the Option. If the Target has relocated one or more of the Dispensaries at the time the Subsidiary exercises the Option,
the purchase price will be determined based upon the revenues of the relocated Dispensary or Dispensaries. The purchase price
will be payable partly in cash and partly by assumption of certain indebtedness of the Target.
This summary of the Option Agreement
is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which, subject to any applicable confidential
treatment, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
| Item 7.01. | Regulation FD Disclosure |
On August 14, 2023, the Company issued a press release announcing
the Transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
|
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
| |
GOODNESS GROWTH HOLDINGS, INC.
(Registrant) |
|
| |
|
|
| |
By: |
/s/ J. Michael Schroeder |
|
| |
|
J. Michael Schroeder |
|
| |
|
General Counsel and Corporate Secretary |
|
Date: August 17, 2023
Exhibit 99.1
Goodness Growth Holdings Expands Maryland Retail
Presence Through
Consulting, Licensing and Wholesale Agreements
with Two Additional Dispensaries
– Agreements provide opportunity for improved
revenue and cash flow generation in Maryland –
MINNEAPOLIS – August 14, 2023 –
Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company
committed to providing safe access, quality products and great value to its customers, today announced that it has entered into consulting,
licensing and wholesale agreements with two additional dispensaries in Maryland that are owned and controlled by HA-MD LLC and currently
operate under the Ethos brand name. The agreements will result in the two Ethos dispensaries in Hampden and Rockville being, upon regulatory
approval, rebranded to Green Goods® and include an option to acquire the two dispensaries if and when allowed by applicable law and
regulations.
Interim Chief Executive Officer Josh Rosen commented,
“We are pleased to lean into our team’s capabilities and to expand our reach in the Maryland market, while also adding two
more retail dispensaries under the Green Goods® brand. In recent quarters we have improved the quality and depth of our product offerings
in Maryland, and these agreements provide an opportunity for us to expand our revenue, cash flow and market presence. We are also pleased
with the future potential to acquire these stores when the law and regulations allow, which gives us the potential to reach the retail
license limit of four stores in Maryland’s adult-use market.”
About
Goodness Growth Holdings, Inc.
Goodness
Growth Holdings, Inc. is a cannabis company whose mission is to provide safe access, quality products and value to its customers while
supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry
and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation,
manufacturing, wholesale and retail business lines. Today, the Company is licensed to grow, process, and/or distribute cannabis in four
markets and operates 14 dispensaries in three states. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com.
Contact Information
Investor Inquiries:
Sam Gibbons
Chief of Staff, VP Investor Relations
samgibbons@goodnessgrowth.com
(612) 314-8995
Media Inquiries:
Amanda Hutcheson
Senior Manager, Communications
amandahutcheson@goodnessgrowth.com
(919) 815-1476
Forward-Looking Statement Disclosure
This press release contains “forward-looking
information” within the meaning of applicable United States and Canadian securities legislation. Forward-looking information includes
both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the
Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the
forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates
and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of
trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in
respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals
and permits.
Forward-looking
information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those
projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to the timing
of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market
price of the subordinate voting shares of the Company; risks related to epidemics and pandemics, federal, state, local, and foreign government
laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in
the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy;
management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business;
risks inherent in a manufacturing business; liquidity risks and other risk factors set out in the Company’s Annual Report for the
year ended December 31, 2022, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian
securities regulators and available under the Company’s profile on SEDAR at www.sedar.com.
The statements in this press release are made
as of the date of this release. Except as required by law, the Company undertakes no obligation to update any forward-looking statements
or forward-looking information to reflect events or circumstances after the date of such statements.
Goodness Growth (QX) (USOTC:GDNSF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Goodness Growth (QX) (USOTC:GDNSF)
Historical Stock Chart
From Apr 2023 to Apr 2024
