0001104659-24-042733.txt : 20240403 0001104659-24-042733.hdr.sgml : 20240403 20240402200450 ACCESSION NUMBER: 0001104659-24-042733 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240402 EFFECTIVENESS DATE: 20240403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Goodness Growth Holdings, Inc. CENTRAL INDEX KEY: 0001771706 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-278479 FILM NUMBER: 24816483 BUSINESS ADDRESS: STREET 1: 207 SOUTH 9TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 604-617-5421 MAIL ADDRESS: STREET 1: 207 SOUTH 9TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: Vireo Health International, Inc. DATE OF NAME CHANGE: 20190326 S-8 1 tm248645d2_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on April 2, 2024

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GOODNESS GROWTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of

incorporation or organization)

82-3835655

(I.R.S. Employer

Identification No.)

207 South 9^th Street

Minneapolis, Minnesota

(Address of Principal Executive Offices)

55402

(Zip Code)

Employment Agreement with Joshua Rosen and Vireo Health, Inc., dated December 4, 2022

Second Amendment to Employment Agreement, effective December 14, 2022,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Kyle Kingsley

Third Amendment to Employment Agreement, effective June 7, 2023,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and John Heller

Second Amendment to Employment Agreement, effective December 14, 2022,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and J. Michael Schroeder

Third Amendment to Employment Agreement, effective June 7, 2023,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and J. Michael Schroeder

Second Amendment to Employment Agreement, effective December 14, 2022,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa

Fourth Amendment to Employment Agreement, effective December 21, 2023,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa

Second Amendment to Employment Agreement, effective December 14, 2022,

by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters

(Full title of the plan)

C T Corporation

28 Liberty Street

New York, NY 10005

(Name and address of agent for service)

(612) 999-1606

(Telephone number, including area code, of agent for service)

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 financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Part I — Information Required in the Section 10(a) Prospectus

Item 1.

Plan Information. *

Item 2.

Registrant Information and Employee Plan Annual Information.*

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the United States Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II — Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference.

The following documents filed by Goodness Growth Holdings, Inc. (the “Company”) with the Commission are incorporated herein by reference:

(a)

The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 1, 2024;

(b)

The Company’s Current Report(s) on Form 8-K filed (in all filings, excluding any portions furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items, as applicable) on January 9, 2024; and

(c)

The description of the Company’s subordinate voting shares contained in Item 4 of the Company’s Registration Statement on Form 10 (File No. 000-56225) filed with the Commission on November 5, 2020, and amended December 21, 2020 and January 20, 2021, including any amendment or report filed for the purpose of updating such description (including the description of Registrant’s securities filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020).

All documents filed by the Registrant pursuant to Section 13(a)or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Under the Business Corporations Act (British Columbia), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted as a director or officer of an affiliate of the Registrant, or at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another corporation or other legal entity (each of the foregoing, an “individual”), against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, any legal proceeding or investigative action, whether current, threatened, pending or completed, in which such individual or any of his or her heirs and personal or other legal representatives is or may be joined as a party, or is or may liable for in respect of a judgment, penalty or fine in, or expenses related to such legal proceeding or investigative action because of serving in such capacity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant or such other corporation or legal entity; and (ii) in the case of such a proceeding or investigative action other than a civil proceeding, the individual had reasonable grounds for believing that his or her conduct was lawful.

The Registrant may also indemnify a person described above in respect of all costs, charges and expenses, including legal and other fees, actually and reasonably incurred by such person in respect of such a legal proceeding or investigative action, providing such person complies with (i) and (ii) above. The Registrant may provide indemnification in respect of such costs, charges and expenses after the final disposition of such legal proceeding or investigative action, and may pay such costs, charges and expenses as they are incurred in advance of such final disposition, provided it obtains a written undertaking that such person will repay the amounts advanced if it is ultimately determined that the individual did not comply with (i) and (ii) above. Under the BCBCA, an individual described above is entitled to indemnification from the Registrant in respect of such costs, charges and expenses after the final disposition of such legal proceeding or investigative action as a matter of right if the individual has not been reimbursed for such costs, charges and expenses and is wholly successful in the outcome of such legal proceeding or investigative action, or is substantially successful on the merits thereof, providing such individual complies with (i) and (ii) above. On application of the Registrant or an individual described above, the Supreme Court of British Columbia may order the Registrant to indemnify a person described above in respect of any liability incurred by such person in respect of such a legal proceeding or investigative action, and to pay some or all of the expenses incurred by such individual in respect of such legal proceeding or investigative action.

The Articles of the Registrant provide that, subject to the limitations contained in the Business Corporations Act (British Columbia), the Registrant must indemnify a person named above, and such person’s heirs and legal personal representatives, against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, any legal proceeding or investigative action, whether current, threatened or completed, which such individual or any of his or her heirs and legal personal representatives is or may be joined as a party, or is or may be liable for in respect of a judgment, penalty or fine in, or costs, charges and expenses, including legal and other fees relating to such legal proceeding or investigative action, because of that person having been a director or officer of the Registrant, provided that (i) the individual acted honestly and in good faith with a view to the best interests of the Registrant; and (ii) in the case of such a legal proceeding or investigative action other than a civil proceeding, the person had reasonable grounds for believing that his or her conduct was lawful.

The Registrant maintains directors’ and officers’ liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers.

The Registrant has entered, and may from time to time enter, into indemnification agreements for the benefit of its directors and officers providing for their indemnification as permitted under the Business Corporations Act (British Columbia) and the Articles.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

An Exhibit Index appears on page 6 hereof and is incorporated herein by reference.

Item 9.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibit
No.

Description

4.1

Articles of Goodness Growth Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed April 1, 2024).

4.2

Employment Agreement with Joshua Rosen and Vireo Health, Inc., dated December 4, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 8, 2022).

4.3

Goodness Growth Holdings, Inc. Non-Plan Stock Option Agreement for Joshua Rosen, dated December 14, 2022 (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.4

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Kyle Kingsley (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

4.5

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Kyle Kingsley, dated December 14, 2022 (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.6

Goodness Growth Holdings, Inc. Incentive Stock Option Agreement for Kyle Kingsley, dated January 4, 2023 (incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.7

Third Amendment to Employment Agreement, effective June 7, 2023, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and John Heller (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 12, 2023).

4.8

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (287,888 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.9

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (1,314,941 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.10

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and J. Michael Schroeder (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

4.11

Third Amendment to Employment Agreement, effective June 7, 2023, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and J. Michael Schroeder (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed December 12, 2023).

4.12

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder, dated December 14, 2022.

4.13

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (239,907 options), dated June 7, 2023.

4.14

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (400,000 options), dated June 7, 2023.

4.15

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

4.16

Fourth Amendment to Employment Agreement, effective December 21, 2023, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 9, 2024).

4.17

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K filed March 31, 2023).

4.18

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Amber Shimpa, dated December 21, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed January 9, 2024).

4.19

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Patrick Peters, dated December 14, 2022 (incorporated by reference to Exhibit 10.59 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

4.20

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Amber Shimpa, dated December 14, 2022 (incorporated by reference to Exhibit 10.61 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024).

5.1

Opinion of Sangra Moller LLP.

23.1

Consent of Sangra Moller LLP (contained in Exhibit 5.1 hereto).

23.2

Consent of Davidson & Company LLP.

24.1

Powers of Attorney (included on the signature page of this registration statement).

107.1

Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 2, 2024.

GOODNESS GROWTH HOLDINGS, INC.

By:	/s/ Joshua Rosen
	Name:	Joshua Rosen
	Title:	Interim Chief Executive Officer and Interim Chief Financial Officer

POWERS OF ATTORNEY

AND

SIGNATURES

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joshua Rosen and Amber Shimpa, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name and on his or her behalf as a director and/or officer of Goodness Growth Holdings, Inc. to prepare, execute and deliver any and all amendments, including post-effective amendments, and supplements to this registration statement on Form S-8, including any amendment to this registration statement for the purpose of registering additional shares in accordance with General Instruction E to Form S-8, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith (including any necessary amendments thereof), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act necessary or desirable to be done in connection with the above-described matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name and Signature	Title	Date

/s/ Joshua Rosen
Joshua Rosen	Interim Chief Executive Officer, Interim Chief Financial Officer & Director (principal executive, financial and accounting officer)	April 2, 2024

/s/ Kyle E. Kingsley
Kyle E. Kingsley	Director	April 2, 2024

/s/ Ross M. Hussey
Ross M. Hussey	Director	April 2, 2024

/s/ Victor E. Mancebo
Victor E. Mancebo	Director	April 2, 2024

/s/ Judd T. Nordquist
Judd T. Nordquist	Director	April 2, 2024

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in its capacity as duly authorized representative of Goodness Growth Holdings, Inc. in the United States, on April 2, 2024.

		PUGLISI & ASSOCIATES

	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

EX-4.12 2 tm248645d2_ex4-12.htm EXHIBIT 4.12

Exhibit 4.12

GOODNESS GROWTH HOLDINGS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT

I. NOTICE OF GRANT

Name of Optionee:	J. Michael Schroeder

Number of Shares:	308,927 Subordinate Voting Shares

Date of Grant:	December 14, 2022

Exercise Price per Share:	USD$0.30¹

Expiration Date:	December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.)

Exercise Schedule: Subject to Section 4 hereof 25% (77,231) of the Shares covered by the Option shall become exercisable and vest on the December 31, 2023, an additional 6.25% (19,308) of the Shares covered by the Option shall become exercisable and vest on March 31, 2024, and an additional 6.25% (19,308) of the Shares covered by the Option shall become exercisable and vest on the last day of each calendar quarter thereafter through September 30, 2026, and a final 19,308 of the Shares covered by the Option shall vest on December 31, 2026, such that all Shares covered by the Option shall be exercisable on December 31, 2026.

This is non-statutory Stock Option Agreement (the “Agreement”), by and between Goodness Growth Holdings, Inc., a British Columbia corporation formerly known as Vireo Health International, Inc., and successor to Vireo Health, Inc. (the “Company”), and the Optionee entered into and effective as of date of grant identified above (the “Date of Grant”).

II. BACKGROUND

1. The Company and the Optionee entered into an Employment Agreement dated December 1, 2020 (the “Original Agreement”), as amended by a First Amendment to Employment Agreement dated February 2, 2022 (the “First Amendment”) and a Second Amendment to Employment Agreement dated December 14, 2022 (the “Second Amendment” and, collectively with the Original Agreement and the First Amendment, the “Employment Agreement”).

2. Pursuant to the Second Amendment, the Optionee is eligible to receive an incentive compensation in the form of an Option, as further described in this Agreement.

III. AGREEMENT. Subject to the Employment Agreement, the Company hereby grants the Option to Optionee under the terms and conditions as follows.

1. Grant of Option. The Company hereby grants to Optionee an Option to purchase the Shares specified above, according to the terms and subject to the conditions hereinafter set forth and as set forth in the Employment Agreement. The Option is not an incentive stock option as defined in the Internal Revenue Code of 1986, as amended (the “Code”).

¹ Closing price on Canadian Securities Exchange, 12/13/2022 (CAD$0.395) divided by Bank of Canada closing USD/CAD exchange rate, 12/13/2022 (1.3547) = USD$0.29156. To avoid issuing in-the-money options, rounded up to USD$0.30.

2. Exercise Price per Share. The Exercise Price per Share shall not be less than the closing sales price on the Canadian Securities Exchange (“Fair Market Value”) per Share as of the trading day prior to the Date of Grant.

3. Expiration. The Option shall expire at 5:00 p.m. Central Time on the earlier of (i) the Expiration Date (which date may be no later than ten years after the Date of Grant, and (ii) the time specified in section 9.2(b) of the Employment Agreement; provided that, if on the date of termination Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option will be forfeited and lapse.

4. Vesting and Exercise.

4.1 Vesting Schedule. The Option will vest and become exercisable as to the number of Shares and on the dates specified in the Notice of Grant above, but only if Optionee is a Service Provider (as defined below) on such dates. The exercise schedule will be cumulative, meaning that to the extent the Option has not been exercised and has not expired, terminated, or been cancelled, the Option may be exercised to purchase all or any portion of the Shares available under the exercise schedule.

4.2 Change in Control. (a) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Company’s board of directors (the “Board”) will not be considered a Change in Control; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(iv) The occurrence of any of the events described in subsections (i), (ii) or (iii) above may also be referred to as a “CIC Transaction” herein and in the Employment Agreement.

(iv) For purposes of this Section 4.2, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company.

(v) Notwithstanding the foregoing, a transaction will not be deemed a Change in Control or a CIC Transaction unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

(vi) Further and for the avoidance of doubt, a transaction will not constitute a Change in Control or a CIC Transaction if: (A) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (B) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

4.3 Termination of Relationship as a Service Provider. If Optionee ceases to be an employee, member of the Board or consultant to Company (“Service Provider”), other than upon Optionee’s termination as a Service Provider as the result of Optionee’s death or total and permanent disability as defined in Code Section 22(e)(3), as reasonably determined by the Board (“Disability”), the Optionee may exercise his/her/their Option within thirty (30) days of termination, or such longer period of time as is specified in section 2.b of the First Amendment. Unless otherwise provided by the Board, if on the date of termination the Optionee is not vested as to his/her/their entire Option, the Shares covered by the unvested portion of the Option will be forfeit and lapse. If after termination the Optionee does not exercise his/her/their Option within the time specified by the Board, the Option will terminate, and the Shares covered by such Option will be forfeit and lapse.

4.4 Disability of Optionee. If Optionee ceases to be a Service Provider as a result of Optionee’s Disability, he may exercise his/her/their Option within six (6) months of termination, or such longer period of time as is specified in the Employment Agreement (but in no event later than the expiration of the term of such Option as set forth in the this Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided by the Board, if on the date of termination the Optionee is not vested as to his/her/their entire Option, the Shares covered by the unvested portion of the Option will be forfeit and lapse. If after termination the Optionee does not exercise his/her/their Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will be forfeit and lapse.

4.5 Death of Optionee. If Optionee dies while a Service Provider, the Option may be exercised within six (6) months following Optionee’s death, or within such longer period of time as is specified in the Employment Agreement (but in no event later than the expiration of the term of such Option as set forth in this Agreement) to the extent that the Option is vested on the date of death, by Optionee’s designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form reasonably acceptable to the Board. If no such beneficiary has been designated by Optionee, then such Option may be exercised by the personal representative of Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to Optionee’s will or in accordance with the laws of descent and distribution. If at the time of death Optionee is not vested as to his/her/their entire Option, the Shares covered by the unvested portion of the Option will be forfeit and lapse. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will be forfeit and lapse.

5. Manner of Option Exercise.

5.1 Notice. This Option may be exercised by Optionee in whole or in part from time to time, subject to the conditions contained in this Agreement, by delivery, in person, by electronic transmission, or through the mail, to the Company at its principal executive office in Minneapolis, Minnesota (Attention: Chief Financial Officer), of a written notice of exercise. Such notice must be in a form satisfactory to the Board, must identify the Option, must specify the number of Shares with respect to which the Option is being exercised, and must be signed by the person so exercising the Option. Such notice must be accompanied by payment in full of the total exercise price of the Shares purchased based on the Exercise Price per Share. In the event that the Option is being exercised, as provided by Sections 4 and 6 of this Agreement, by any person or persons other than Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option.

5.2 Payment. At the time of exercise of this Option, Optionee shall pay the total exercise price of the Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company); provided, however, that the Board, in its sole discretion and to the extent permitted by law, may allow such payment to be made, in whole or in part, through a cashless exercise in which Optionee simultaneously exercises the Option and sells all or a portion of the Shares thereby acquired; by delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the exercise price of such Shares; or by authorizing the Company to retain, from the total number of Shares as to which the Option is exercised, that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised.

5.3 Delivery of Certificates. As soon as practicable after the effective exercise of the Option, Optionee shall be recorded on the stock transfer books of the Company as the owner of the Shares purchased, and the Company shall deliver to Optionee one or more duly issued stock certificates evidencing such ownership, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. Notwithstanding anything to the contrary in this Agreement, no certificate, electronic delivery or book-entry registration representing the Shares shall be issued and delivered unless the issuance thereof complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. All Shares so issued shall be fully paid and nonassessable.

6. Transferability. During the lifetime of Optionee, only Optionee or Optionee’s guardian or legal representative may exercise the Option. The Option may not be assigned or transferred by Optionee otherwise than by will or the laws of descent and distribution. The Option held by any such transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to its transfer and may be exercised by such transferee as and to the extent that the Option has become exercisable and has not terminated in accordance with the provisions of this Agreement.

7. No Shareholder Rights. Neither Optionee nor any permitted transferee of this Option will have any of the rights of a stockholder of the Company with respect to any Shares subject to this Option until a certificate evidencing such Shares has been issued, electronic delivery of such Shares has been made to Optionee’s designated brokerage account, or an appropriate book entry in the Company’s stock register has been made. No adjustments shall be made for dividends or other rights if the applicable record date occurs before a stock certificate has been issued, electronic delivery of the Shares has been made to Optionee’s designated brokerage account, or an appropriate book entry in the Company’s stock register has been made.

8. Securities Law and Other Restrictions. Notwithstanding any other provision of the Employment Agreement or this Agreement, the Company shall not be required to issue, and Optionee may not sell, assign, transfer or otherwise dispose of, any Shares, unless (a) there is in effect with respect to the Shares a registration statement under the Securities Act and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Board, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing the Option, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

9. Tax Withholding. THE COMPANY IS ENTITLED TO (A) WITHHOLD AND DEDUCT FROM FUTURE FEES OR WAGES OF OPTIONEE (OR FROM OTHER AMOUNTS THAT MAY BE DUE AND OWING TO OPTIONEE FROM THE COMPANY), OR MAKE OTHER ARRANGEMENTS FOR THE COLLECTION OF, ALL LEGALLY REQUIRED AMOUNTS NECESSARY TO SATISFY ANY FEDERAL, STATE OR LOCAL WITHHOLDING AND EMPLOYMENT-RELATED TAX REQUIREMENTS ATTRIBUTABLE TO THE OPTION, INCLUDING, WITHOUT LIMITATION, THE GRANT OR EXERCISE OF THIS OPTION OR A DISQUALIFYING DISPOSITION OF ANY SHARES, OR (B) REQUIRE OPTIONEE PROMPTLY TO REMIT THE AMOUNT OF SUCH WITHHOLDING TO THE COMPANY BEFORE ACTING ON OPTIONEE’S NOTICE OF EXERCISE OF THIS OPTION. IF THE COMPANY IS UNABLE TO WITHHOLD SUCH AMOUNTS, FOR WHATEVER REASON, OPTIONEE AGREES TO PAY TO THE COMPANY AN AMOUNT EQUAL TO THE AMOUNT THE COMPANY WOULD OTHERWISE BE REQUIRED TO WITHHOLD UNDER FEDERAL, STATE, OR LOCAL LAW.

10. Adjustments. Subject to the terms and conditions set forth in this Agreement or the Employment Agreement, in the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off), or any other change in the corporate structure or shares of the Company, the Board, in order to prevent dilution or enlargement of the rights of Optionee, shall make appropriate adjustment (which determination shall be conclusive) as to the number and kind of securities or other property (including cash) subject to, and the exercise price of, this Option.

11. Subject to Employment Agreement. The Option has been granted and issued under, and is subject to the terms of, the Employment Agreement. The terms of the Employment Agreement are incorporated by reference in this Agreement in their entirety. The provisions of this Agreement shall be interpreted as to be consistent with the Employment Agreement, and any ambiguities in this Agreement shall be interpreted by reference to the Employment Agreement. If any provisions of this Agreement are inconsistent with the terms of the Employment Agreement, the terms of the Employment Agreement shall prevail

12. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties to this Agreement.

13. Governing Law. This Agreement and all rights and obligations under this Agreement shall be construed in accordance with the Employment Agreement and governed by the laws of the Province of British Columbia, without regard to conflicts of law provisions.

14. Entire Agreement. This Agreement and the Employment Agreement set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of this Option and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of this Option.

15. Amendment and Waiver. Subject to applicable law, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance. Notwithstanding the preceding, the Optionee agrees that the Board may amend this Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming this Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder.

15 Tax Consequences. OPTIONEE SHALL OBTAIN HIS OWN LEGAL AND TAX ADVICE REGARDING THE EXERCISE OF ALL OR ANY PORTION OF THE OPTION AND THE DISPOSITION OF ANY SHARES AND SHALL NOT BE ENTITLED TO RELY UPON ANY STATEMENTS OR CALCULATIONS, ORAL OR WRITTEN, PROVIDED BY THE COMPANY OR ANY EMPLOYEE OR AGENT THEREOF. Optionee acknowledges that Optionee may incur tax liability as a result of the purchase or disposition of the Shares and that the Code as in effect on the Date of Grant states that if any Shares received upon exercise of the Option are sold within one year of exercise or two years of the Date of Grant, the Option will not be treated as an incentive stock option for tax purposes under the Code. The Company shall not be liable in the event the Option is for any reason deemed not to be an incentive stock option or for a disqualifying disposition of an incentive stock option. In addition, although the Option is intended to be exempt from Section 409A of the Code, the Company shall not be liable to the Optionee in the event the Option is considered to be subject to Section 409A, which may subject Optionee to additional taxes, interest, and possible penalties. OPTIONEE SHOULD SEEK PROFESSIONAL TAX ADVICE BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

16. Electronic Delivery and Acceptance. The Company may deliver any documents related to this Agreement by electronic means and request Optionee’s acceptance of this Agreement by electronic means. Optionee hereby consents to receive all applicable documentation by electronic delivery.

[Signature Page Follows]

The parties hereto have executed this Agreement effective as of the Date of Grant.

	GOODNESS GROWTH HOLDINGS, INC.

	By:	/s/ Kyle Kingsley
		Kyle Kingsley
	Its:	Chief Executive Officer

	OPTIONEE

	/s/ J. Michael Schroeder
	J. Michael Schroeder

EX-4.13 3 tm248645d2_ex4-13.htm EXHIBIT 4.13

Exhibit 4.13

GOODNESS GROWTH HOLDINGS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT

I. NOTICE OF GRANT

Name of Optionee:	J. Michael Schroeder

Number of Shares:	239,907 Subordinate Voting Shares

Date of Grant:	June 7, 2023

Exercise Price per Share:	USD$0.1757

Expiration Date:	June 6, 2033 (5:00 p.m., Central Time)

Exercise Schedule: Subject to Section 4 hereof: (1) 59,977 of the Shares covered by the Option are vested upon grant and immediately exercisable; (2) 14,994 of the Shares covered by the Option shall become exercisable and vest on June 30, 2023; (3) an additional 14,994 of the Shares covered by the Option shall become exercisable and vest on the last day of each calendar quarter thereafter through March 31, 2026; such that all Shares covered by the Option shall be exercisable on March 31, 2026.

II. BACKGROUND

1. The Company and the Optionee entered into an Employment Agreement dated December 1, 2020 (the “Original Agreement”), as amended by a First Amendment to Employment Agreement Agreement dated February 2, 2022 (the “First Amendment”), a Second Amendment to Employment Agreement dated December 14, 2022 (the “Second Amendment”), and a Third Amendment to Employment Agreement dated June__, 2023 (the “Third Amendment” and, collectively with the Original Agreement, the First Amendment, and the Second Amendment, the “Employment Agreement”).

2. Pursuant to the Third Amendment, the Optionee is eligible to receive an incentive compensation in the form of an Option, as further described in this Agreement.

III. AGREEMENT. Subject to the Employment Agreement, the Company hereby grants the Option to Optionee under the terms and conditions as follows.

2. Exercise Price per Share. The Exercise Price per Share shall be as specified above and, in any event, shall not be less than the closing sales price on the Canadian Securities Exchange (“Fair Market Value”) per Share as of the trading day prior to the Date of Grant.

4. Vesting and Exercise.

4.2 Change in Control. (a) “Change in Control” means the occurrence of any of the following events:

(iv) The occurrence of any of the events described in subsections (i), (ii) or (iii) above may also be referred to as a “CIC Transaction” herein and in the Employment Agreement.

4.3 Termination of Relationship as a Service Provider. If Optionee ceases to be an employee, member of the Board or consultant to Company (“Service Provider”), other than upon Optionee’s termination as a Service Provider as the result of Optionee’s death or total and permanent disability as defined in Code Section 22(e)(3), as reasonably determined by the Board (“Disability”), the Optionee may exercise his/her/their Option within thirty (30) days of termination, or such longer period of time as is specified in section 2.b of the First Amendment. Unless otherwise provided by the Board, if on the date of termination the Optionee is not vested as to his/her/their entire Option, the Shares covered by the unvested portion of the Option will be forfeit and lapse. If after termination the Optionee does not exercise his/her/their Option within the time specified in this Section 4.3, the Option will expire, and the Shares covered by such Option will be forfeit and lapse.

5. Manner of Option Exercise.

12. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties to this Agreement.

[Signature Page Follows]

The parties hereto have executed this Agreement effective as of the Date of Grant.

	GOODNESS GROWTH HOLDINGS, INC.

	By:	/s/ Joshua Rosen
		Joshua Rosen
	Its:	Chief Executive Officer

	OPTIONEE

	/s/ J. Michael Schroeder
	J. Michael Schroeder

EX-4.14 4 tm248645d2_ex4-14.htm EXHIBIT 4.14

Exhibit 4.14

GOODNESS GROWTH HOLDINGS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT

I. NOTICE OF GRANT

Name of Optionee:	J. Michael Schroeder

Number of Shares:	400,000 Subordinate Voting Shares

Date of Grant:	June 7, 2023

Exercise Price per Share:	USD$0.1757

Expiration Date:	June 6, 2033 (5:00 p.m., Central Time)

Exercise Schedule: Subject to Section 4 hereof: (1) 225,000 of the Shares covered by the Option are vested upon grant and immediately exercisable; (2) 25,000 of the Shares covered by the Option shall become exercisable and vest on June 30, 2023; (3) an additional 25,000 of the Shares covered by the Option shall become exercisable and vest on the last day of each calendar quarter thereafter through December 31, 2024; such that all Shares covered by the Option shall be exercisable on December 31, 2024.

II. BACKGROUND

1. The Company and the Optionee entered into an Employment Agreement dated December 1, 2020 (the “Original Agreement”), as amended by a First Amendment to Employment Agreement Agreement dated February 2, 2022 (the “First Amendment”), a Second Amendment to Employment Agreement dated December 14, 2022 (the “Second Amendment”), and a Third Amendment to Employment Agreement dated June__, 2023 (the “Third Amendment” and, collectively with the Original Agreement, the First Amendment, and the Second Amendment, the “Employment Agreement”).

2. Pursuant to the Third Amendment, the Optionee is eligible to receive an incentive compensation in the form of an Option, as further described in this Agreement.

III. AGREEMENT. Subject to the Employment Agreement, the Company hereby grants the Option to Optionee under the terms and conditions as follows.

4. Vesting and Exercise.

4.2 Change in Control. (a) “Change in Control” means the occurrence of any of the following events:

(iv) The occurrence of any of the events described in subsections (i), (ii) or (iii) above may also be referred to as a “CIC Transaction” herein and in the Employment Agreement.

4.3 Termination of Relationship as a Service Provider. If Optionee ceases to be an employee, member of the Board or consultant to Company (“Service Provider”), other than upon Optionee’s termination as a Service Provider as the result of Optionee’s death or total and permanent disability as defined in Code Section 22(e)(3), as reasonably determined by the Board (“Disability”), the Optionee may exercise his/her/their Option within thirty (30) days of termination, or such longer period of time as is specified in section 2.b of the First Amendment. Unless otherwise provided by the Board, if on the date of termination the Optionee is not vested as to his/her/their entire Option, the Shares covered by the unvested portion of the Option will be forfeit and lapse. If after termination the Optionee does not exercise his/her/their Option within the time specified in this Section 4.3, the Option will expire, and the Shares covered by such Option will be forfeit and lapse.

5. Manner of Option Exercise.

12. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties to this Agreement.

[Signature Page Follows]

The parties hereto have executed this Agreement effective as of the Date of Grant.

	GOODNESS GROWTH HOLDINGS, INC.

	By:	/s/ Joshua Rosen
		Joshua Rosen
	Its:	Chief Executive Officer

	OPTIONEE

	/s/ J. Michael Schroeder
	J. Michael Schroeder

EX-5.1 5 tm248645d2_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

April 2, 2024

File: 7336 001

Goodness Growth Holdings, Inc.

207 South 9^th Street

Minneapolis, Minnesota 55402

Dear Sirs / Mesdames:

Re:

Goodness Growth Holdings, Inc. (the "Company")
Registration Statement on Form S-8 relating to the registration of subordinate voting shares without par value in the capital of the Company ("Shares")

We have acted as British Columbia counsel to the Company, a corporation existing under the laws of the Province of British Columbia, Canada, in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Securities Act") by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof.

The Registration Statement relates to the registration of 10,995,728 Shares (the "Plan Shares") underlying stock option awards ("Options") granted pursuant to the Employee Agreements (as defined below) and evidenced by the Award Agreements (as defined below).

In connection with this opinion, we have reviewed and relied upon originals, photocopies or copies, certified or otherwise identified to our satisfaction of:

(a)

the Registration Statement;

(b)

the following employment agreement and amendments to employment agreements:

Employment Agreement with Joshua Rosen and Vireo Health, Inc. ("Vireo"), dated December 4, 2022;

ii.

Second Amendment to Employment Agreement, effective December 14, 2022, by and among the Company, Vireo and Kyle Kingsley;

iii.

Third Amendment to Employment Agreement, effective June 7, 2023, by and among the Company, Vireo and John Heller;

iv.

Second Amendment to Employment Agreement, effective December 14, 2022, by and among the Company, Vireo and J. Michael Schroeder;

April 2, 2024
Page 2

Third Amendment to Employment Agreement, effective June 7, 2023, by and among the Company, Vireo and J. Michael Schroeder;

vi.

Second Amendment to Employment Agreement, effective December 14, 2022, by and among the Company, Vireo and Amber Shimpa;

vii.

Fourth Amendment to Employment Agreement, effective December 21, 2023, by and among the Company, Vireo and Amber Shimpa; and

viii.

Second Amendment to Employment Agreement, effective December 14, 2022, by and among the Company, Vireo and Patrick Peters,

(collectively, the "Employee Agreements"); and

(c)

the following stock option agreements:

Non-Statutory Stock Option Agreement dated December 14, 2022, between the Company and Joshua Rosen;

ii.

Non-Statutory Stock Option Agreement dated December 14, 2022, between the Company and Kyle Kingsley;

iii.

Non-Statutory Stock Option Agreement dated December 14, 2022, between the Company and Michael Schroeder;

iv.

Non-Statutory Stock Option Agreement dated December 14, 2022, between the Company and Amber Shimpa;

Non-Statutory Stock Option Agreement dated December 14, 2022, between the Company and Patrick Peters;

vi.

Incentive Stock Option Agreement dated January 4, 2023, between the Company and Kyle Kingsley;

vii.

Non-Statutory Stock Option Agreement dated June 7, 2023, between the Company and Michael Schroeder (as to 239,907 Options);

viii.

Non-Statutory Stock Option Agreement dated June 7, 2023, between the Company and Michael Schroeder (as to 400,000 Options);

ix.

Non-Statutory Stock Option Agreement dated June 7, 2023, between the Company and John Heller (as to 1,314,941 Options);

Non-Statutory Stock Option Agreement dated June 7, 2023, between the Company and John Heller (as to 287,888 Options); and

xi.

Non-Statutory Stock Option Agreement dated December 21, 2023, between the Company and Amber Shimpa,

(collectively, the "Award Agreements").

(The Award Agreements, together with the Employee Agreements and the Registration Statement, constitute the "Plan Documents").

April 2, 2024
Page 3

We have also reviewed the following documents (the "Corporate Documents"): (a) the Certificate of Continuation, Certificates of Name Changes, Notice of Articles and Articles of the Company; (b) records of the Company's corporate proceedings in connection with the Plan Documents; and (c) a certificate of an officer of the Company with respect to certain factual matters (the "Officer's Certificate"), and such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing this opinion.

Whenever our opinion refers to Shares of the Company whether issued or to be issued, as being "fully paid and non-assessable", such opinion indicates that the holder of such Shares will not be liable to contribute any further amounts to the Company by virtue of its status as a holder of such Shares, either in order to complete payment for the Shares or to generally satisfy claims of creditors of the Company. No opinion is expressed as to actual receipt by the Company of the consideration for the issuance of such Shares or as to the adequacy of any consideration received.

In examining all documents and in providing our opinion, we have assumed: (i) the authenticity of all records, documents, and instruments submitted to us as originals; (ii) the genuineness of all signatures on all agreements, instruments and other documents submitted to us; (iii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments or other documents submitted to us; (iv) the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as copies; (v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct; and (vi) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company).

Our opinion is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein on the date of this opinion. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule or regulation, state or federal, applicable to the Company. In particular, we express no opinion as to United States federal securities laws.

Based upon and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

the Plan Shares have been duly authorized and, if issued in connection with the due exercise and payment thereof under the Award Agreements in accordance with the terms and subject to the conditions of the applicable Award Agreement and Employee Agreement, such Plan Shares will be validly issued as fully paid and non-assessable Shares in the capital of the Company.

April 2, 2024
Page 4

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

This opinion is furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein after the effective date of the Registration Statement.

Yours truly,

SANGRA MOLLER LLP

/s/ "Sangra Moller LLP"

EX-23.2 6 tm248645d2_ex23-2.htm EXHIBIT 23.2

EXHIBIT 23.2

CONSENT OF Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Goodness Growth Holdings, Inc. of our report dated April 1, 2024, relating to the consolidated financial statements, appearing in the Annual Report on Form 10-K of Goodness Growth Holdings, Inc. for the year ended December 31, 2023.

/s/ Davidson & Company LLP

Vancouver, Canada	Chartered Professional Accountants

April 2, 2024

EX-FILING FEES 7 tm248645d2_ex-filingfees.htm EXHIBIT 107

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Goodness Growth Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1-Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered⁽¹⁾	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Subordinate Voting Shares subject to outstanding options	Rule 457(h)	2,000,000⁽²⁾	$0.30 ⁽⁷⁾	$600,000.00	$0.00014760	$88.56
Fees to Be Paid	Equity	Subordinate Voting Shares subject to outstanding options	Rule 457(h)	1,317,048⁽³⁾	$0.30⁽⁸⁾	$395,114.40	$0.00014760	$58.32
Fees to Be Paid	Equity	Subordinate Voting Shares subject to outstanding options	Rule 457(h)	5,100,821⁽⁴⁾	$0.33⁽⁹⁾	$1,683,270.93	$0.00014760	$248.46
Fees to Be Paid	Equity	Subordinate Voting Shares subject to outstanding options	Rule 457(h)	1,827,859⁽⁵⁾	$0.18⁽¹⁰⁾	$329,014.62	$0.00014760	$48.56
Fees to Be Paid	Equity	Subordinate Voting Shares subject to outstanding options	Rule 457(h)	750,000⁽⁶⁾	$0.25⁽¹¹⁾	$187,500.00	$0.00014760	$27.68
	Total Offering Amounts				—	$3,194,899.95	—	$471.58
	Total Fees Previously Paid							$0.00
	Total Fee Offsets							$0.00
	Net Fee Due							$471.58

Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), as amended, the subordinate voting shares being registered hereunder include such indeterminate number of subordinate voting shares as may be issuable with respect to the subordinate voting shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

Represents 2,000,000 subordinate voting shares (the “Shares”) of Goodness Growth Holdings, Inc. (the “Company”) issuable upon the exercise of outstanding stock options granted under an employment agreement with Joshua Rosen.

Represents 1,317,048 Shares of the Company issuable upon the exercise of outstanding stock options granted under certain employment agreements with, John Heller, Kyle Kingsley, Patrick Peters, J. Michael Schroeder, and Amber Shimpa.

Represents 5,100,821 Shares of the Company issuable upon the exercise of outstanding stock options granted under an employment agreement with Kyle Kingsley.

Represents 1,827,859 Shares of the Company issuable upon the exercise of outstanding stock options granted under certain employment agreements with John Heller and J. Michael Schroeder.

Represents 750,000 Shares of the Company issuable upon the exercise of outstanding stock options granted under an employment agreement with Amber Shimpa.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price” are based on the option exercise price (CAD$ 0.4049), converted into U.S. dollars ($0.30) based on the average daily exchange rate for United States dollars as reported by the Bank of Canada on December 4. 2022, of CAD $1.00 = US$ 0.7408.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price” are based on the option exercise price (CAD$ 0.2443), converted into U.S. dollars ($0.33) based on the average daily exchange rate for United States dollars as reported by the Bank of Canada on January 4, 2023, of CAD $1.00 = US$ 0.7403.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price” are based on the option exercise price (CAD$ 0.3968), converted into U.S. dollars ($0.30) based on the average daily exchange rate for United States dollars as reported by the Bank of Canada on December 14, 2022, of CAD $1.00 = US$ 0.7374.

10)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maximum Aggregate Offering Price” are based on the option exercise price (CAD$ 0.2279), converted into U.S. dollars ($0.18) based on the average daily exchange rate for United States dollars as reported by the Bank of Canada on June 7, 2023, of CAD $1.00 = US$ 0.7476.

11)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The “Proposed Maximum Offering Price Per Unit” and “Maxi-mum Aggregate Offering Price” are based on the option exercise price (CAD $0.325), converted into U.S. dollars ($0.25) based on the average daily exchange rate for United States dollars as reported by the Bank of Canada on December 21, 2023, of CAD $1.00 = US$ 0.7513.

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