Florida’s cannabis market is about to get a new heavyweight. Vireo Growth Inc. (OTCQX: VREOF) announced Wednesday it has entered into a definitive agreement to acquire Tampa-based FLUENT Corp. (OTCQB: CNTMF) in an all-stock transaction, a deal that would combine two multi-state operators into one of the larger vertically-integrated platforms in the Sunshine State.
Under the terms of the arrangement, FLUENT shareholders will receive 0.0705359 Vireo shares for each FLUENT share held. No cash changes hands. Instead, the deal’s logic is built entirely on scale — and in Florida’s limited-license cannabis market, scale is the competitive moat.
Why Florida, Why Now
Florida operates under a limited-license structure, meaning the state caps the number of operators allowed to participate. That dynamic rewards companies that can achieve density across retail, cultivation, and production — and punishes those that can’t. The combined entity would control approximately 74 dispensary locations across the state and roughly 144,000 square feet of combined cultivation and production canopy, creating one of the more formidable footprints in the market.
FLUENT generated approximately $71.5 million in Florida revenue in 2025, giving Vireo a tangible revenue base to build from before applying any operational synergies. That detail matters. It signals this isn’t a speculative bet on future growth — there’s an existing, functioning business with real cash flow potential already in place.
Vireo currently operates across 10 states, and this acquisition deepens its commitment to one of the most strategically valuable markets among them.
Cleaning Up Before Closing
One of the more notable structural elements of this deal is what FLUENT is doing ahead of closing. The company’s board approved an operating budget designed to streamline operations, divest non-core assets, and reduce costs — essentially delivering a leaner, more efficient business to Vireo at the finish line rather than a fixer-upper.
Alongside that, FLUENT has entered into an equitization agreement with its lenders to convert $30 million of outstanding senior secured debt into FLUENT shares, which will then convert into Vireo shares at closing. That debt-to-equity conversion meaningfully de-risks the balance sheet of the combined company and removes a significant overhang that could otherwise have complicated integration.
The Approval Path
The FLUENT board voted unanimously in favor of the transaction, following a recommendation from a special committee of independent directors. ATB Cormark Capital Markets provided a fairness opinion confirming the terms are fair to FLUENT shareholders. Vireo’s board also unanimously approved the deal.
Holders representing approximately 38.3% of outstanding FLUENT shares have already signed voting support agreements. The deal still requires at least two-thirds approval from FLUENT shareholders at a special meeting expected in the second quarter of 2026. Court approvals and regulatory sign-offs are also required. Assuming all conditions are met, closing is targeted for the fourth quarter of 2026. A $2 million termination fee is payable by FLUENT to Vireo if FLUENT walks away for a superior proposal.
Upon completion, FLUENT shares will be delisted from the Canadian Securities Exchange and the OTCQB Venture Market.
