8-K/A: Current report filing
Published on May 25, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No.2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
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 pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
The Company is filing this Second Amendment to amend, restate and supersede in its entirety: (i) the audited consolidated financial statements of Gage for the year ended December 31, 2021, referred to in Item 9.01(a) below; and (ii) the unaudited proforma condensed combined financial statements of the Company for the year ended December 31, 2021, after giving effect to the acquisition of Gage, referred to in Item 9.01(b) below. Additionally, the Company is filing this Second Amendment to include the Independent Auditor’s Opinion on the Gage financial statements contained in Item 9.01(a) and related footnotes. This Amendment should be read in conjunction with the Prior Form 8-K and the Company's other filings with the SEC. Except as provided herein, all information in the Prior Form 8-K remains unchanged.
Item 9.01. Financial Statements and Exhibits
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Financial Statements of Business Acquired |
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The audited consolidated financial statements of Gage as of and for the year ended December 31, 2021 are attached as Exhibit 99.1 to this Amendment and are incorporated herein by reference. |
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Pro Forma Financial Information |
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The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2021 is attached as Exhibit 99.2 to this Amendment and is incorporated herein by reference. |
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Exhibits |
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The following exhibits are filed as part of this report: |
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Exhibit No. |
Description |
23.1 |
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99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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TerrAscend Corp. |
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Date: May 24, 2022 |
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By: |
/s/ Ziad Ghanem |
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Ziad Ghanem |
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President and Chief Operating Officer |