Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273728
PROSPECTUS SUPPLEMENT NO. 4
(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 September 27,
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 December 5, 2023, the closing sale price of our subordinate voting shares as reported on the CSE was C$0.325 and the closing sale price
of our subordinate voting shares on the OTCQX was $0.242.
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 December
6, 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):
September 26, 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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On September 26, 2023, the registrant announced
that John Heller, Chief Financial Officer of the registrant, is resigning his employment effective September 30, 2023. In conjunction
with this event, the parties have entered into a separation agreement (“Separation Agreement”) that provides, among other
things, for payment of the sum of $100,000 and acceleration of vesting of 328,735 subordinate voting share options with an exercise price
of US$0.1757 and an expiration date of June 6, 2033.
This summary of the Separation Agreement is qualified
in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the quarter ending September 30, 2023.
| 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/ Joshua Rosen |
| |
|
Joshua Rosen |
| |
|
Interim Chief Executive Officer |
Date: September 26, 2023
Exhibit 99.1
Goodness Growth Holdings Announces Departure
of Chief Financial Officer
MINNEAPOLIS – September 26, 2023
– Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), today
announced that the Company’s Chief Financial Officer, John Heller, will depart the Company effective September 30 to accept a new
external opportunity. Interim Chief Executive Officer Josh Rosen will assume the additional role of Interim Chief Financial Officer.
Executive Chairman Dr. Kyle Kingsley commented,
“We are sad to see John leave, but are grateful for his leadership and the contributions he made during his three-year tenure. John
has helped us establish an excellent finance and accounting team which maintains exemplary financial controls and reporting practices.
On behalf of our entire board and leadership team, we thank John and wish him well in his future endeavors.”
Interim Chief Executive Officer Josh Rosen said,
“The strength of the team John has established, combined with our increasingly less complex organization give us confidence that
we can fulfill our CFO responsibilities with existing internal resources. We’re excited to see some of the talent that John helped
develop take on greater responsibility including Joe Duxbury, Aaron Garrido, and Brandon Van Asten, who have been instrumental in supporting
our push toward more decentralized operations.”
Mr. Heller commented, “It has been a privilege
to serve as CFO at Goodness Growth. I have enjoyed the opportunity to work with great teammates through what’s been a turbulent
time in the industry. I’m proud of the finance and accounting team we’ve developed and believe I am leaving the Company in
very capable hands.”
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.
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