Vireo Growth today said it has entered into definitive agreements to acquire approximately 86% of the outstanding senior secured convertible notes of cannabis MSO Schwazze.
The company said it's buying the notes at a "price substantially below par value," for total consideration of approximately $62 million in subordinate voting shares.
The transaction is expected to close later this month.
For Schwazze, the deal comes as it continues to face financial uncertainty. In November, the company released preliminary third-quarter results marked by $42 million in revenue and $11 million in adjusted EBITDA. But a month later the company said its previous two years of results needed "certain accounting adjustments relating primarily to technical accounting areas."
Schwazze's previous auditor, BF Borgers, was charged by the SEC last year with "deliberate and systemic failures" in compliance with accounting standards, which impacted more than 1,500 SEC filings. To settle the SEC’s charges, BF Borgers agreed to pay a $12 million civil penalty, and Benjamin Borgers agreed to pay a $2 million civil penalty.
In August 2025, Bloomberg reported that Schwazze was close to a debt restructuring agreement that would have it give up some of its more than 60 of its cannabis retail locations in exchange for about $65 million in cash funding. The remaining properties could be subject to a wind down.
Vireo Growth owns and operates several cannabis dispensaries across markets including Maryland, Minnesota and New York. The company also owns several cannabis brands including Vireo Spectrum, 1937, Simple and Dr. Westwater.
