TerrAscend Corp. Reports Unregistered Equity Sale

TL;DR

TerrAscend sold unregistered equity on 12/26. Details to follow.

AI Summary

TerrAscend Corp. filed an 8-K on December 30, 2025, reporting an unregistered sale of equity securities that occurred on December 26, 2025. The filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits. The company's principal executive offices are located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, Canada.

Why It Matters

This filing indicates TerrAscend Corp. has engaged in an unregistered sale of equity securities, which could impact existing shareholders and requires further investigation into the terms and implications of this transaction.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, and the lack of public registration may limit transparency for investors.

Key Players & Entities

• TerrAscend Corp. (company) — Registrant
• December 26, 2025 (date) — Date of earliest event reported
• December 30, 2025 (date) — Date of report
• 77 City Centre Drive Suite 501 (address) — Principal Executive Offices
• Mississauga, Ontario, Canada (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $9,000,000 — ll in the aggregate principal amount of $9,000,000 (the "Principal Amount") and will pay a
• $4,000,000 — pal Amount") and will pay an additional $4,000,000, in cash, upon exercise of the Option,
• $13,000,000 — the Option, for total consideration of $13,000,000. The Notes accrue interest at a rate of
• $1.89 — erest divided by the price per share of $1.89. The Company may elect to prepay the
• $50,000 — Principal Amount in minimum amounts of $50,000 (accompanied by accrued and unpaid inte

Filing Documents

• tsndf-20251226.htm (8-K) — 51KB
• tsndf-ex99_1.htm (EX-99.1) — 21KB
• img125368884_0.jpg (GRAPHIC) — 9KB
• 0001193125-25-335988.txt ( ) — 199KB
• tsndf-20251226.xsd (EX-101.SCH) — 25KB
• tsndf-20251226_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On May 5, 2025, TerrAscend Corp. (the "Company") and certain consolidated entities entered into an option agreement (the "Option Agreement") with Union Chill Cannabis Company LLC ("Union Chill"), a high-performing, single dispensary operator in Hunterdon County. On December 26, 2025, the Company closed on the Option Agreement, and the Company was granted an option to purchase a 35% equity interest in Union Chill (the "Option") pursuant to the terms of the Option Agreement and New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses (the "Union Chill Transaction"). On December 26, 2025, in connection with the closing of the Union Chill Transaction, the Company issued convertible promissory notes (the "Notes") to the various sellers of Union Chill in the aggregate principal amount of $9,000,000 (the "Principal Amount") and will pay an additional $4,000,000, in cash, upon exercise of the Option, for total consideration of $13,000,000. The Notes accrue interest at a rate of 6.5% per annum, due in quarterly payments. The Notes mature on December 26, 2029 (the "Maturity Date"). Prior to the Maturity Date, each of the Notes may be converted, only in its entirety, into common shares of the Company (the "Common Shares"). On the date of conversion, the Notes will automatically convert into the number of Common Shares equal to the outstanding Principal Amount and accrued interest divided by the price per share of $1.89. The Company may elect to prepay the Principal Amount in minimum amounts of $50,000 (accompanied by accrued and unpaid interest on such Principal Amount) upon providing at least thirty days' written notice to Union Chill (the "Prepayment Notice Period"). The Notes may still be converted during the Prepayment Notice Period. The securities described above were offered and sold in reliance upon an exemption from registration provided by Section 4(a)(2) o

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company issued a press release on December 30, 2025 announcing the Union Chill Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated December 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TerrAscend Corp. Date: December 30, 2025 By: /s/ Ziad Ghanem Ziad Ghanem President & Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR