4: Statement of changes in beneficial ownership of securities
Published on June 25, 2026
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TerrAscend Corp. [ TSNDF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Share Option (Right to Buy) | $10.79 | 06/24/2026 | D | 200,000 | (2)(3) | 03/25/2031 | Common Shares | 200,000 | (2)(3) | 0 | D(1) | ||||
| Employee Share Option (Right to Buy) | $0.26 | 06/24/2026 | A | 200,000 | (2)(3) | 03/25/2031 | Common Shares | 200,000 | (2)(3) | 200,000 | D(1) | ||||
| Employee Share Option (Right to Buy) | $3.16 | 06/24/2026 | D | 1,000,000 | (2)(3) | 06/19/2028 | Common Shares | 1,000,000 | (2)(3) | 0 | D(1) | ||||
| Employee Share Option (Right to Buy) | $0.26 | 06/24/2026 | A | 1,000,000 | (2)(3) | 06/19/2028 | Common Shares | 1,000,000 | (2)(3) | 1,000,000 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust. |
| 2. At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date. |
| 3. On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025. |
| Remarks: |
| Exhibit 99 - Information Regarding Joint Filers |
| JW Asset Management, LLC /s/ Jason Klarreich Jason Klarreich, Attorney-In-Fact | 06/25/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.