SECURITIES AND EXCHANGE COMMISSION FORM 10-12G/A Initial general form for registration of a class of securities pursuant to Section 12(g) [amend] Filing Date: 2020-12-22 SEC Accession No. 0001104659-20-138170 (HTML Version on secdatabase.com) FILER Vireo Health International, Inc. Mailing Address Business Address 207 SOUTH 9TH STREET 207 SOUTH 9TH STREET CIK:1771706| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 1231 MINNEAPOLIS MN 55402 MINNEAPOLIS MN 55402 Type: 10-12G/A | Act: 34 | File No.: 000-56225 | Film No.: 201405579 604-617-5421 SIC: 2834 Pharmaceutical preparations Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VIREO HEALTH INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) British Columbia 82-3835655 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 207 South 9th Street Minneapolis, Minnesota 55402 (Address of principal executive offices and zip code) (612) 999-1606 (Registrant’s telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares Multiple Voting Shares Super Voting Shares (Title of class) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x 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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ TABLE OF CONTENTS Page IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY 1 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS SUMMARY 2 ITEM 1. BUSINESS 6 ITEM 1A. RISK FACTORS 30 ITEM 2. FINANCIAL INFORMATION 62 ITEM 3. PROPERTIES 86 ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 86 ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS 86 ITEM 6. EXECUTIVE COMPENSATION 93 ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 97 ITEM 8. LEGAL PROCEEDINGS 98 ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 99 ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES 101 ITEM 11. DESCRIPTION OF THE REGISTRANT’S SECURITIES TO BE REGISTERED 101 ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 110 ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 112 ITEM 14. CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON ACCOUNTING AND FINANCIAL DISCLOSURE 113 ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS 113 APPENDIX A 115 EXHIBIT INDEX 119 Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As an emerging growth company, we may take advantage of specified reduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include: · Reduced disclosure about our executive compensation arrangements; · Exemptions from non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; · Our election under Section 107(b) of the JOBS Act to delay adoption of new or revised accounting standards with different effective dates for public and private companies until those standards would otherwise apply to private companies; and · Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the Securities and Exchange Commission (the “SEC”) or if we issue more than $1.0 billion of non-convertible debt over a three-year period. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. You should assume that the information contained in this document is accurate as of the date of this registration statement on Form 10 only. This registration statement will become effective automatically 60 days from the date of the original filing (the “Effective Date”), pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the Effective Date, we will become subject to the reporting requirements of Section 13(a) Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document under the Exchange Act and will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. Use of Names In this Amendment No. 1 to Vireo Health International, Inc.’s registration statement on Form 10, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company” or “Vireo” refer to Vireo Health International, Inc. together with its wholly-owned subsidiaries. References to “Darien Business Development Corp” or “Darien” refer to the Company prior to completion of the Transaction (as hereinafter defined). Currency Unless otherwise indicated, all references to “$” or “US$” in this registration statement refer to United States dollars, and all references to “C$” refer to Canadian dollars. 1 Disclosure Regarding Forward-Looking Statements This Amendment No. 1 to the registration statement on Form 10 contains statements that we believe are, or may be considered to be, “forward-looking statements.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of the Company. All statements other than statements of historical fact included in this registration statement regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” or “will,” “be taken,” “occur,” or “be achieved,” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements