{"filing":{"accession_number":"0001279569-26-000827","cik":"0001463000","ticker":"GRUSF","company_name":"Grown Rogue International Inc.","form":"8-K","filing_date":"2026-08-25","report_date":"2026-08-20","primary_document":"grownrogue8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1463000/000127956926000827/grownrogue8k.htm"},"events":[{"id":29429,"run_id":26950,"accession_number":"0001279569-26-000827","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Grown Rogue entered into a series of definitive agreements on August 20–21, 2026, to facilitate its planned acquisition of PharmaCann Inc.'s New York license and assets (PCNY), including cultivation facilities and four dispensaries, with an anticipated purchase price of approximately $4.5 million. The transaction involves formation of a joint venture (GRNY, 51% Grown Rogue / 49% capital partner), $15 million in committed project-based financing, and interim operating agreements to preserve and transition the business pending finalization of definitive purchase agreements within four weeks.","company_name":"Grown Rogue International Inc.","ticker":"GRUSF","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31708,"accession_number":"0001279569-26-000827","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Grown Rogue's entry into a series of definitive agreements on August 20–21, 2026, to facilitate its planned acquisition of PharmaCann Inc.'s New York license and assets (PCNY). The core transaction involves formation of a joint venture (GRNY, 51% Grown Rogue / 49% capital partner), $15 million in committed project-based financing ($10 million preferred equity + $5 million drawable term loan), and interim operating agreements (GSA, master lease, sublease, and $9 million secured loan to PCNY) to preserve and transition the business pending finalization of definitive purchase agreements within four weeks. The anticipated acquisition price is approximately $4.5 million. This represents a material acquisition activity that would significantly affect investor assessment of the registrant's strategic direction, capital deployment, and geographic expansion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31710,"accession_number":"0001279569-26-000827","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces Grown Rogue's planned acquisition of PharmaCann Inc.'s New York license and assets, including cultivation facilities and four dispensaries, with an anticipated purchase price of approximately $4.5 million. The company has taken initial steps through formation of a joint venture (Grown Rogue New York, LLC), execution of an exclusivity agreement, and interim consulting and funding arrangements. This constitutes entry into a material acquisition transaction that would materially affect the registrant's business scope, geographic footprint, and capital deployment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":29430,"run_id":26950,"accession_number":"0001279569-26-000827","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Grown Rogue issued unregistered equity securities to a capital partner in connection with the PharmaCann acquisition financing, including 300,000 subordinate voting shares as a commitment fee, warrants exercisable at $0.55, and up to 18.2 million shares upon conversion of a $10 million preferred equity interest at escalating prices ($0.55–$0.76), representing approximately 7% dilution at current prices with total potential dilution material to shareholders.","company_name":"Grown Rogue International Inc.","ticker":"GRUSF","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31709,"accession_number":"0001279569-26-000827","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuances of equity securities to a capital partner in connection with financing: 300,000 subordinate voting shares as a commitment fee, warrants at 0.901 per dollar drawn (exercisable at $0.55), and up to 18.2 million shares upon conversion of a $10 million preferred equity interest at escalating prices ($0.55–$0.76). The filing explicitly states reliance on Section 4(a)(2) and Regulation D exemptions. The preferred conversion alone represents approximately 7% dilution at current prices, and the total potential dilution is material to shareholders. This is a classic private placement financing with dilutive equity components.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31708,"accession_number":"0001279569-26-000827","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Grown Rogue's entry into a series of definitive agreements on August 20–21, 2026, to facilitate its planned acquisition of PharmaCann Inc.'s New York license and assets (PCNY). The core transaction involves formation of a joint venture (GRNY, 51% Grown Rogue / 49% capital partner), $15 million in committed project-based financing ($10 million preferred equity + $5 million drawable term loan), and interim operating agreements (GSA, master lease, sublease, and $9 million secured loan to PCNY) to preserve and transition the business pending finalization of definitive purchase agreements within four weeks. The anticipated acquisition price is approximately $4.5 million. This represents a material acquisition activity that would significantly affect investor assessment of the registrant's strategic direction, capital deployment, and geographic expansion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"Grown Rogue International Inc.","ticker":"GRUSF","filing_date":"2026-08-25"},{"id":31709,"accession_number":"0001279569-26-000827","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuances of equity securities to a capital partner in connection with financing: 300,000 subordinate voting shares as a commitment fee, warrants at 0.901 per dollar drawn (exercisable at $0.55), and up to 18.2 million shares upon conversion of a $10 million preferred equity interest at escalating prices ($0.55–$0.76). The filing explicitly states reliance on Section 4(a)(2) and Regulation D exemptions. The preferred conversion alone represents approximately 7% dilution at current prices, and the total potential dilution is material to shareholders. This is a classic private placement financing with dilutive equity components.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"Grown Rogue International Inc.","ticker":"GRUSF","filing_date":"2026-08-25"},{"id":31710,"accession_number":"0001279569-26-000827","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces Grown Rogue's planned acquisition of PharmaCann Inc.'s New York license and assets, including cultivation facilities and four dispensaries, with an anticipated purchase price of approximately $4.5 million. The company has taken initial steps through formation of a joint venture (Grown Rogue New York, LLC), execution of an exclusivity agreement, and interim consulting and funding arrangements. This constitutes entry into a material acquisition transaction that would materially affect the registrant's business scope, geographic footprint, and capital deployment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T19:51:46.277208+00:00","company_name":"Grown Rogue International Inc.","ticker":"GRUSF","filing_date":"2026-08-25"}]}