UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 06, 2025

 

 

TerrAscend Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Canada			000-56363	Not applicable
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
77 City Centre Drive Suite 501
Mississauga, Ontario, Canada				L5B 1M5
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 844 628-3100

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)*		Name of each exchange on which registered
N/A		TSNDF		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF”.

 

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2025, TerrAscend Corp. (the “Company”) issued a press release announcing its financial results and business highlights for the quarter ended March 31, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 3.02 Unregistered Sales of Equity Securities.

TerrAscend Corp. (the “Company”) and a consolidated entity, entered into a series of asset purchase agreements, each dated as of March 14, 2025 (collectively, the “Purchase Agreements”), with, among others, Ratio Cannabis, LLC (the “Seller”). On May 6, 2025, pursuant to the terms of the Purchase Agreements, among other things, the Company acquired certain assets of the Seller (the “Transaction”). As part of the consideration for the Transaction, the Company issued an aggregate of 4,570,637 common shares of the Company (the “Shares”) to the Seller at a price of $0.29 per share, for a total aggregate value of $1,320,000. The quantity of Shares issued to the Seller was calculated based on the twenty (20)-day volume-weighted average price of the Shares on the OTCQX for the period ending on May 5, 2025.

The securities issued as a part of the consideration for the Transaction were offered and sold in reliance upon (i) an exemption from registration provided by Section 4(a)(2) of the Securities Act and (ii) exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Insider Participation as the fair market value (as determined under MI 61-101) of the Insider Participation in the Private Placement is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated May 8, 2025.
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 hereunto duly authorized.

			TerrAscend Corp.
Date:	May 8, 2025	By:	/s/ Keith Stauffer
			Keith Stauffer Chief Financial Officer