FLUENT Corp. has announced an agreement to eliminate approximately $5.7 million in outstanding debt by issuing more than 310 million new shares to creditors, a move intended to restructure its finances ahead of its planned acquisition by Vireo Growth.
The Florida-based marijuana company announced the agreement Monday, saying it will issue 310,194,363 common shares to participating lenders at a price of $0.0182 per share. The newly issued shares will represent approximately 11.8% of FLUENT’s outstanding common shares immediately following the transaction.
According to the company’s official announcement, the share price was calculated using the volume-weighted average trading price on the Canadian Securities Exchange over 20 consecutive trading days beginning October 2.
The agreement involves creditors under FLUENT’s existing senior secured credit facility, originally established in November 2024 and subsequently amended in March and April 2026. Chicago Atlantic Financial Services serves as the facility’s successor administrative agent.
FLUENT expects to finalize the debt settlement immediately before completing its previously announced acquisition by Vireo Growth. The settlement remains subject to approval from the Canadian Securities Exchange, and the newly issued shares will be subject to a statutory holding period.
The debt conversion comes as FLUENT works to complete its previously announced all-stock merger with Vireo, first announced in April. FLUENT shareholders approved the acquisition in July, with 82.49% of votes cast supporting the transaction. The deal remains subject to outstanding regulatory and other closing requirements.
The restructuring also follows a challenging financial period for FLUENT. In its second-quarter financial report, the company reported $17.1 million in revenue and $4.5 million in cash and cash equivalents as of June 30. The company also disclosed financial conditions raising substantial doubt about its ability to continue operating independently.
FLUENT currently operates in Florida, New York and Texas, with approximately 550 employees, six cultivation and manufacturing facilities, and 34 active retail locations. Its marijuana brands include MOODS, Knack, Wandr, Bag-O and Hyer Kind.
The company’s shares trade on the Canadian Securities Exchange under FNT.U and on the OTCQB Venture Market under CNTMF. Upon completion of the Vireo acquisition, FLUENT expects its shares to be delisted from both markets.
