Grown Rogue International Inc. Forms NY JV to Acquire PharmaCann NY Assets

What Happened Grown Rogue International Inc. (GRUSF) filed an 8-K on August 21, 2026 reporting that it and a newly formed subsidiary, Grown Rogue New York, LLC (GRNY), entered into a series of definitive interim agreements (dated August 20–21, 2026) with a capital partner to facilitate entry into the New York cannabis market and the planned acquisition of PharmaCann Inc.’s New York license and assets (PCNY). GRNY is a joint venture owned 51% by Grown Rogue and 49% by the capital partner. The agreements create an interim operating and capital structure to preserve and transition PCNY’s business while definitive purchase documents and required regulatory approvals are pursued.

Key Details

• Capital injection: The capital partner invested $10.0 million for a 49% preferred equity interest in GRNY. The preferred interest receives a priority distribution of $1.0M in year one and $2.0M in each subsequent year; Grown Rogue receives a matching second-priority distribution; remaining cash flow is split 49% to the capital partner and 51% to Grown Rogue.
• Conversion / dilution: The preferred equity can be converted into Grown Rogue subordinate voting shares (SVS) at $0.55/share through year 3, then $0.65 and $0.76 thereafter; if converted as of the filing date it would equal ~18.2 million SVS (~7% dilution).
• Fees, warrants and loans: The capital partner will receive 300,000 SVS as a commitment fee (subject to hold periods/approvals) plus 0.901 warrants per $1 drawn under a drawable term loan (exercisable at $0.55 for five years). The capital partner committed up to $5.0M of drawable capital to GRNY at 15% interest. Separately, GRNY agreed to provide PCNY up to $9.0M in secured funding (loans/notes) to ramp the Hamptonburgh cultivation/manufacturing facility, support retail inventory, capex and working capital.
• Operations & real estate: GRNY entered a Goods & Services Agreement to manage PCNY’s day-to-day operations (including four Verilife dispensaries), a master lease making GRNY tenant of the Hamptonburgh facility with a sublease back to PCNY, and an exclusivity agreement while the parties finalize the definitive acquisition documents (expected in ~four weeks).

Why It Matters This filing shows Grown Rogue taking concrete interim steps to enter New York via a 51/49 joint venture and to operate and fund PharmaCann’s NY business while closing a planned acquisition and awaiting regulatory approvals. Material items for investors include the $10M preferred investment, potential dilution of ~7% if converted, a $5M drawable credit line at 15% and up to $9M of funding to PCNY. The arrangements give Grown Rogue operational control through GRNY (51% ownership) but depend on final purchase agreements and regulatory approvals before the acquisition is completed. A press release describing these steps was issued on August 21, 2026 (Exhibit 99.1).