Verano Holdings Corp.

8-K · form8-k.htm

0001848416

 2026-06-02
 2026-06-02

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 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): June 2, 2026

  

 VERANO
HOLDINGS CORP.

 (Exact
Name of Registrant as Specified in its Charter)

  

  

  

 Nevada
  
 000-56342
  
 98-1583243

 (State
 or Other Jurisdiction

 of Incorporation)

 (Commission

File Number)

  
 (IRS
 Employer

 Identification No.)

  

 224
West Hill Street , Suite 400

 Chicago ,
 Illinois

 (Address
of Principal Executive Offices)

  

 60610

 (Zip
Code)

  

 (312)
 265-0730

 (Registrant’s
Telephone Number, Including Area Code)

  

 N/A

 (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:

  

  
 ☐
 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
  
 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 ☐

  

 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
3.03. Material Modification to Rights of Security Holders.

  

 To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

  

 Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

  

 On
June 2, 2026, Verano Holdings Corp. (the “ Company ”) filed a Certificate of Change (the “ Certificate of Change ”)
with the Secretary of State of the State of Nevada to effectuate a 1-for-5 reverse stock split (the “ Reverse Stock Split ”)
of the Company’s issued and outstanding shares of common stock. The Reverse Stock Split is expected to become effective at 12:01
a.m. Pacific Time on June 11, 2026, and the Company’s common stock is expected to begin trading on a split-adjusted basis when
the market opens on June 11, 2026.

  

 As
previously announced by the Company, when the Reverse Stock Split becomes effective, every 5 shares of common stock issued and outstanding
will be automatically reclassified and combined into one share of common stock. As of June 4, 2026, the Company has 365,077,512 shares
of common stock outstanding, and assuming no additional shares of common stock are issued, the Reverse Stock Split will reduce the issued
and outstanding shares of common stock to approximately 73,015,502 shares of common stock. Any additional shares of common stock issued
prior to the Reverse Stock Split will be adjusted on the ratio described above. Upon completion of the Reverse Stock Split, the Company
anticipates that its common stock will continue to trade on Cboe Canada and OTCQX under the symbol “VRNO”.

  

 The Company will not be issuing fractional post-Reverse Stock Split shares
of common stock in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of the Company’s
common stock following the Reverse Stock Split is expected to receive a cash payment in lieu thereof at a price equal to that fractional
share to which the stockholder would otherwise be entitled—multiplied by the closing sale price of the common stock on Cboe Canada,
as adjusted for the Reverse Stock Split—on the trading day preceding the effective date of the Reverse Stock Split. Each stockholder’s
percentage ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split,
except for adjustments that will result from rounding fractional shares down to whole shares.

  

 In
addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise
of all outstanding stock options and restricted stock units, and to any other securities convertible into shares of common stock, in
accordance with the respective terms thereof.

  

 The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Change which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 Exhibit
 No.
  
 Description

 3.1
  
 Certificate of Change.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

  

 2

  

  

 SIGNATURE

  

 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.

  

 Date:
 June 8, 2026
 VERANO
 HOLDINGS CORP.

  
  

  
 /s/
Richard Tarapchak

  
 Richard
 Tarapchak

  
 Chief
 Financial Officer & Treasurer

  

 3