TSNDF / TerrAscend Corp. - Документы SEC, Годовой отчет, Доверенное заявление

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 07, 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

TerrAscend Reports Second Quarter 2025 Financial Results Net Revenue totaled $65 million and Gross Profit Margin was 51.1% from continuing operations, excluding Michigan 12th consecutive quarter of positive Cash Flow from continuing operations and 8t

TerrAscend Reports Second Quarter 2025 Financial Results Net Revenue totaled $65 million and Gross Profit Margin was 51.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TERRASCEND CORP.

TerrAscend Completes $79 Million Non-Dilutive Debt Financing Proceeds used to retire $68 million of existing debt with the remainder designated for future growth initiatives Additional facility of up to $35 million available for strategic M&A No mate

TerrAscend Completes $79 Million Non-Dilutive Debt Financing Proceeds used to retire $68 million of existing debt with the remainder designated for future growth initiatives Additional facility of up to $35 million available for strategic M&A No material debt maturing until late 2028 TORONTO, July 9, 2025 – TerrAscend Corp.

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 1.02 Termination of a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item

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): July 08, 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 N

FORM 8-K Item 2.05 Costs Associated with Exit or Disposal Activities. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): June 27, 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 N

TerrAscend Announces Strategic Exit from Michigan Market Net Proceeds from divestitures to pay down Company debt Enables concentrated growth and improved profitability in core markets

TerrAscend Announces Strategic Exit from Michigan Market Net Proceeds from divestitures to pay down Company debt Enables concentrated growth and improved profitability in core markets TORONTO, June 30, 2025 – TerrAscend Corp.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 5.07 Submission of Matters to a Vote of Security Holders.

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): June 24, 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 N

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 28, 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 Nu

TerrAscend Announces Chief Financial Officer Transition Plan

TerrAscend Announces Chief Financial Officer Transition Plan TORONTO, June 2, 2025 – TerrAscend Corp.

TerrAscend Reports First Quarter 2025 Financial Results Net Revenue of $71 million Gross Profit Margin of 51.8%, up 160 basis points from 50.2% in the fourth quarter of 2024 Net Cash provided by operations of $8.0 million and Free Cash Flow¹ of $5.5

TerrAscend Reports First Quarter 2025 Financial Results Net Revenue of $71 million Gross Profit Margin of 51.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 3.02 Unregistered Sales of Equity Securities. Item 9.01 Financial Statements and Exhibits.

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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TERRASCEND CORP.

Meeting Date and Time: June 24, 2025 at 1:00 p.m. Eastern Time

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Defin

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 24, 2025 at 1:00 P.M. (EASTERN TIME) INFORMATION CONTAINED IN THIS CIRCULAR INFORMATION CONCERNING THE CORPORATION GENERAL PROXY MATTERS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 24, 2025 at 1:00 P.M. (EASTERN TIME) INFORMATION CONTAINED IN THIS CIRCULAR INFORMATION CONCERNING THE CORPORATION GENERAL PROXY MATTERS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant ☐ Check the appropriate box:  Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Form of Option Agreement.

Exhibit 10.35 TERRASCEND CORP. – STOCK OPTION AGREEMENT 1. Participant Information Participant Name Participant ID Participant Address 2. Overview TerrAscend Corp. (the “Corporation”) has a stock option plan with an original effective date of March 8, 2017 and an amended and restated effective date of August 6, 2018, January 8, 2019, April 27, 2020, November 2, 2022, June 22, 2023, and June 26, 20

TerrAscend Corp. Stock Option Plan.

Exhibit 10.34 TERRASCEND CORP. AMENDED AND RESTATED STOCK OPTION PLAN (Adopted by the Board as of March 8, 2017, as amended and restated on November 2, 2021, April 19, 2023, June 22, 2023 and June 26, 2023) Article 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions For the purposes of this Plan, the following terms have the following meanings: 1.1.1 “10% Shareholder” means a U.S. Participant who, at

TerrAscend Corp. Share Unit Plan.

Exhibit 10.36 TERRASCEND CORP. AMENDED AND RESTATED SHARE UNIT PLAN (Adopted by the Board as of November 19, 2019, as amended and restated on April 19, 2023, June 22, 2023, and June 26, 2023) 1. PREAMBLE AND DEFINITIONS 1.1 Title The Plan described in this document shall be called the “TerrAscend Corp. Share Unit Plan”. 1.2 Purpose of the Plan The purposes of the Plan are: (a) to promote a further

TerrAscend Corporation Insider Trading Policy

Exhibit 19.1 TERRASCEND CORPORATION (the “Corporation”) INSIDER TRADING POLICY This Insider Trading Policy (the “Policy”) which was approved by the Board of Directors of the Corporation on May 25, 2018 (and was later amended on February 22, 2021, November 14, 2022 and March 13, 2024) extends to all directors, officers, and employees of the Corporation and any other individuals who are engaged in p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-56363 TERRASCEND CO

TerrAscend Reports Fourth Quarter and Full Year 2024 Financial Results Fourth Quarter Net Revenue of $74.4 million, up 0.3% from $74.2 million in the third quarter of 2024 Fourth Quarter Gross Profit Margin of 50.2%, up 140 basis points from 48.8% in

TerrAscend Reports Fourth Quarter and Full Year 2024 Financial Results Fourth Quarter Net Revenue of $74.

Form of Share Unit Agreement.

Exhibit 10.37 TERRASCEND CORP. – SHARE UNIT AGREEMENT 1. Participant Information Participant Name Participant ID Participant Address 2. Overview TerrAscend Corp. (the “Corporation”) has a share plan with an original effective date of November 19, 2019 and an amended and restated effective date of November 2, 2021, June 22, 2023 and June 26, 2023 (the “Plan”). A copy of the Plan in effect on the da

Description of Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TerrAscend Corp. (“TerrAscend” or the “Company”) only has common shares, no par value (“Common Shares”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company has authorized Series A Convertible Prefe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 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

List of Subsidiaries of TerrAscend Corp.

Exhibit 21.1 List of Subsidiaries of TerrAscend Corp Subsidiary State or Other Jurisdiction of Incorporation or Organization TerrAscend Canada Inc. Ontario Solace Health Network Inc. Ontario TerrAscend Medical Holdings Inc. Ontario 2627685 Ontario Inc. Ontario 2671983 Ontario Inc. Ontario Solace Rx Inc. Ontario Ascendant Laboratories Inc. Ontario 2765533 Ontario Inc. Ontario 2668420 Ontario Inc. O

Amendment to Employment Agreement, dated February 18, 2025, by and between TerrAscend Corp. and Lynn Gefen.

Exhibit 10.32 February 18, 2025 Ms. Lynn Gefen [***] [***] Re: Amendment to Employment Agreement – Promotion Dear Lynn: On behalf of TerrAscend Corp. (the “Company”), I am pleased to inform you that the Board of Directors (the “Board”), via unanimous written consent on November 20, 2024, approved your promotion to the role of Chief People and Legal Officer and Corporate Secretary, effective Novemb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 31, 2025 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fil

TerrAscend Announces Preliminary Fourth Quarter 2024 Financial Results and Schedules Earnings Conference Call Net Revenue of $74.4 million, up 0.3% from $74.2 million in the third quarter of 2024 Gross Profit Margin of 50.2%, an increase of 140 basis

TerrAscend Announces Preliminary Fourth Quarter 2024 Financial Results and Schedules Earnings Conference Call Net Revenue of $74.

TerrAscend Appoints Lynn Gefen to Expanded Role of Chief People Officer

TerrAscend Appoints Lynn Gefen to Expanded Role of Chief People Officer TORONTO, November 26, 2024 - TerrAscend Corp.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 20, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TERRASCEND CORP.

TerrAscend Reports Third Quarter 2024 Financial Results Net Revenue of $74.2 million and Gross Profit Margin of 48.8% 9th consecutive quarter of positive Cash Flow from continuing operations and fifth consecutive quarter of positive Free Cash Flow1 C

TerrAscend Reports Third Quarter 2024 Financial Results Net Revenue of $74.2 million and Gross Profit Margin of 48.8% 9th consecutive quarter of positive Cash Flow from continuing operations and fifth consecutive quarter of positive Free Cash Flow1 Closed on a senior secured term loan for gross proceeds of $140 million carrying an interest rate of 12.75%, maturing in August 2028, and containing no

Loan Agreement, dated August 1, 2024, by and among TerrAscend USA, Inc., as Borrower Representative, the subsidiaries and affiliates of the Borrower Representative, as Borrowers, and FG Agency Lending LLC, as the Administrative Agent.

[CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[***]” HAS BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 06, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment No. 1, dated September 30, 2024, by and among TerrAscend USA, Inc., as Borrower Representative, the subsidiaries and affiliates of the Borrower Representative, as Borrowers, and FG Agency Lending LLC, as the Administrative Agent.

[CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[***]” HAS BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

TerrAscend Closes on Remaining US$26 Million Draw of US$140 Million Debt Financing Proceeds from second draw used to pay down higher interest Michigan debt

TerrAscend Closes on Remaining US$26 Million Draw of US$140 Million Debt Financing Proceeds from second draw used to pay down higher interest Michigan debt TORONTO, October 1, 2024 - TerrAscend Corp.

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

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): September 30, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 08, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

TerrAscend Reports Second Quarter 2024 Financial Results Net Revenue of $77.5 million, an increase of 7.5% year-over-year Cash Flow from continuing operations of $13.1 million and Free Cash Flow1 of $11.7 million #1 market share position in New Jerse

TerrAscend Reports Second Quarter 2024 Financial Results Net Revenue of $77.5 million, an increase of 7.5% year-over-year Cash Flow from continuing operations of $13.1 million and Free Cash Flow1 of $11.7 million #1 market share position in New Jersey throughout first half of 2024 TORONTO, August 8, 2024 - TerrAscend Corp. (“TerrAscend” or the “Company”) (TSX: TSND, OTCQX: TSNDF), a leading North

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TERRASCEND CORP.

TerrAscend Completes $140 Million Debt Financing Non-dilutive financing bears a coupon of 12.75% with a four-year term and no prepayment penalties No material debt maturing until late 2027

TerrAscend Completes $140 Million Debt Financing Non-dilutive financing bears a coupon of 12.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 01, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

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): June 17, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File N

As filed with the Securities and Exchange Commission on June 10, 2024

S-3/A As filed with the Securities and Exchange Commission on June 10, 2024 Registration No.

TERRASCEND CORP. 77 City Centre Drive Suite 501 - East Tower Mississauga, Ontario, L5B 1M5, Canada

TERRASCEND CORP. 77 City Centre Drive Suite 501 - East Tower Mississauga, Ontario, L5B 1M5, Canada June 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Re: TerrAscend Corp. Registration Statement on Form S-3 (File No. 333-278510) Request for Acceleration of Effective Date Ladies and Gentlemen: Purs

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

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 09, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TERRASCEND CORP.

TerrAscend Reports First Quarter 2024 Financial Results Net Revenue of $80.6 million, an increase of 16.1% year-over-year Cash Flow from operations of $13.3 million and Free Cash Flow1 of $10.5 million in the quarter

TerrAscend Reports First Quarter 2024 Financial Results Net Revenue of $80.6 million, an increase of 16.1% year-over-year Cash Flow from operations of $13.3 million and Free Cash Flow1 of $10.5 million in the quarter TORONTO, May 9, 2024 - TerrAscend Corp. (“TerrAscend” or the “Company”) (TSX: TSND, OTCQX: TSNDF), a leading North American cannabis company, today reported its financial results for

Form Unit Purchase Agreement, dated January 19, 2024, by and among RHMT, LLC, Deep Thought, LLC, Howard Street Partners, LLC, Anthony and Jamie Shira, Arion Luce, Michael Thomsen, Ryan Hudson and WDB Holding CA, Inc., a wholly-owned subsidiary of TerrAscend Corp.

Unit Purchase Agreement This Unit Purchase Agreement (this “Agreement”) is entered into effective as of January 19, 2024 (the “Effective Date”), and is made by and between WDB Holding CA, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.4 TERRASCEND CORP., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Section 2.

Form of Preferred Share Warrant Agreement and Warrant Certificate.

Exhibit 4.7 TERRASCEND CORP. AND , AS WARRANT AGENT FORM OF PREFERRED SHARE WARRANT AGREEMENT DATED AS OF TERRASCEND CORP. FORM OF PREFERRED SHARE WARRANT AGREEMENT THIS PREFERRED SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Company”), and [•], a [corporation] [national banking associat

As filed with the Securities and Exchange Commission on April 4, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

Form of Common Share Warrant Agreement and Warrant Certificate.

Exhibit 4.6 TERRASCEND CORP. AND , AS WARRANT AGENT FORM OF COMMON SHARE WARRANT AGREEMENT DATED AS OF TERRASCEND CORP. FORM OF COMMON SHARE WARRANT AGREEMENT THIS COMMON SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Company”), and [•], a [corporation] [national banking association] orga

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.8 TERRASCEND CORP. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF TERRASCEND CORP. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Company”), and [•], a [corporation] [national banking associat

Form of Common Share Certificate of the registrant.

Exhibit 4.1 INCORPORATED UNDER THE ONTARIO BUSINESS CORPORATIONS ACT 11111111 1111111111111111 11111111111111111111111 , TERRASCEND CORP. CERT.9999 THIS CERTIFIES T HAT *SPECIMEN* !SIN: CA88105E1088 CUSIP:88105E108 IS THE REGISTERED HOLDER OF *NINE BILLION AND 00/100 * FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF TERRASCEND CORP. transferable on the books of the

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TerrAscend Corp.

[Signature Page Follows]

Exhibit 10.12 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of December 9, 2022 (the “Settlement Date”) BETWEEN: TERRASCEND CORP., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend”) - AND - ARISE BIOSCIENCE, INC., a corporation existing under the laws of the State of Delaware (“Arise”) - AND - TERRASCEND CANADA INC., a corporation incorporated under the laws

WARRANT CERTIFICATE GAGE GROWTH CORP.

Exhibit 4.6 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) JULY 2, 2021; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED

SCHEDULE 1

Exhibit 4.7 THESE WARRANTS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGI

LOAN AGREEMENT BY AND BETWEEN PELORUS FUND REIT, LLC, AS LENDER, TERRASCEND NJ LLC, HMS PROCESSING LLC, HMS HAGERSTOWN, LLC, AND HMS HEALTH, LLC, COLLECTIVELY AS BORROWER, TERRASCEND CORP. AND TERRASCEND USA, INC., WELL AND GOOD, INC. AND WDB HOLDING

Loan # 002069 Loan Agreement - TerrAscend Exhibit 10.10 LOAN AGREEMENT BY AND BETWEEN PELORUS FUND REIT, LLC, AS LENDER, TERRASCEND NJ LLC, HMS PROCESSING LLC, HMS HAGERSTOWN, LLC, AND HMS HEALTH, LLC, COLLECTIVELY AS BORROWER, TERRASCEND CORP. AND TERRASCEND USA, INC., WELL AND GOOD, INC. AND WDB HOLDING MD, INC., COLLECTIVELY AS GUARANTOR, DATED AS OF OCTOBER 11, 2022 313271651.15 Loan # 002069

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 14, 2024 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.5 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated December 15, 2022 (this “Third Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity,

Amendment No. 7 to Credit Agreement, dated December 5, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent.

WDB HOLDING PA, INC. December 4, 2023 TO: Acquiom Agency Services LLC 950 17th Street, Suite 1400 Denver, CO 80202 Attention: Shon McCraw-Davis Email: [email protected] cc: Alex Cota (email: [email protected]) (Paul Hastings) RE: Credit Agreement, dated as of December 18, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WDB Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-56363 TERRASCEND CO

Amendment No. 3 to Loan Agreement, dated November 29, 2023, by and among TerrAscend NJ LLC, HMS Processing, LLC, HMS Hagerstown, LLC, and HMS Health, LLC, as Borrowers, TerrAscend Corp. and TerrAscend USA, Inc., Well and Good, Inc. and WDB Holdings MD, Inc., as Guarantors, and Pelorus Fund REIT, LLC, as Lender.

Loan # 002069 Amendment No. 3 to Loan Agreement - TerrAscend THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR. SECTION 12.27(b) OF THE L

INCENTIVE WARRANTS TO PURCHASE UP TO 80,000 COMMON SHARES OF TerrAscend Corp. (existing under the laws of Ontario) Void After June _, 2023

Exhibit 4.2 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER , 2018. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN SECURITIES EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER ,

WARRANTS TO PURCHASE SERIES C PREFERRED SHARES OF TERRASCEND CORP.

Exhibit 4.4 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECT

TerrAscend Corp. Share Unit Plan.

TERRASCEND CORP. AMENDED AND RESTATED SHARE UNIT PLAN (Adopted by the Board as of November 19, 2019, as amended and restated on April 19, 2023, June 22, 2023, and June 26, 2023) 1. PREAMBLE AND DEFINITIONS 1.1 Title The Plan described in this document shall be called the “TerrAscend Corp. Share Unit Plan”. 1.2 Purpose of the Plan The purposes of the Plan are: (a) to promote a further alignment of

TerrAscend Corp. Stock Option Plan.

TERRASCEND CORP. AMENDED AND RESTATED STOCK OPTION PLAN (Adopted by the Board as of March 8, 2017, as amended and restated on November 2, 2021, April 19, 2023, June 22, 2023 and June 26, 2023) DEFINITIONS AND INTERPRETATION 1.1 Definitions For the purposes of this Plan, the following terms have the following meanings: “10% Shareholder” means a U.S. Participant who, at the time the Option is grante

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit 4.5 WARRANTS TO PURCHASE COMMON SHARES OF TERRASCEND CORP. Date: CANDMS: \143912914\4 Warrant Certificate Number: 12 – 2020 –  CANDMS: \143912914\4 Number of Warrants: CANDMS: \143912914\4 THIS IS TO CERTIFY THAT for value received , located at (the "Warrantholder") has the right to purchase in respect of each whole warrant (individually, a "Warrant" and, collectively, the "Warrants") rep

ANNEX A

Exibit 10.9 JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS THIS JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS (this “Amendment”) is dated as of November 29, 2022, among GAGE GROWTH CORP., a Canadian federal corporation (“Parent”), GAGE INNOVATIONS CORP., a Canadian federal corporation (“Gage Innovations”), COOKIES RETAIL CANADA CORP., a Canadian

Description of Registrant’s Securities.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TerrAscend Corp.

WARRANTS TO PURCHASE UP TO 33,440 COMMON SHARES OF TerrAscend Corp. (existing under the laws of Ontario) Void After ___________, 2024

Exhibit 4.3 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH , 2020. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN SECURITIES EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MARCH 27, 20

Form of Option Agreement.

TERRASCEND CORP. – STOCK OPTION AGREEMENT 1. Participant Information Participant Name Participant ID Participant Address 2. Overview TerrAscend Corp. (the “Corporation”) has a stock option plan with an original effective date of March 8, 2017 and an amended and restated effective date of August 6, 2018, January 8, 2019, April 27, 2020, November 2, 2022, June 22, 2023, and June 27, 2023 (as it may

TerrAscend Reports Fourth Quarter and Full Year 2023 Financial Results Full year 2023 record Net Revenue of $317.3 million, an increase of 28.0% year-over-year Full year 2023 Gross Profit margin of 50.3%, a 930 basis-point improvement year-over-year

TerrAscend Reports Fourth Quarter and Full Year 2023 Financial Results Full year 2023 record Net Revenue of $317.

Section 2. Credit Agreement Amendment: Mandatory Prepayment.

Exhibit 10.4 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated November 11, 2022 (this “Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto, and the Lenders party hereto. RECITALS: WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendme

AMENDMENT NO. 4 TO CREDIT AGREEMENT

Posting Version Exhibit 10.6 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated March [], 2023 (this “Fourth Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in

Form of Share Unit Agreement.

TERRASCEND CORP. – SHARE UNIT AGREEMENT 1. Participant Information Participant Name Participant ID Participant Address 2. Overview TerrAscend Corp. (the “Corporation”) has a share plan with an original effective date of November 19, 2019 and an amended and restated effective date of November 2, 2021, June 22, 2023 and June 27, 2023 (the “Plan”). A copy of the Plan in effect on the date of this agr

List of Subsidiaries of TerrAscend Corp.

List of Subsidiaries of TerrAscend Corp Subsidiary State or Other Jurisdiction of Incorporation or Organization TerrAscend Canada Inc.

PROMISSORY NOTE

Exhibit 10.11 PROMISSORY NOTE NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS PROMISSORY NOTE (THIS “NOTE”) AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT SUBORDINATION AGREEMENT (AS DEFINED BELOW). ANY HOLDER OF THIS NOTE ACKNOWLEDGES THAT THE OBLIGATIONS HEREUNDER ARE SUBORDINATE TO THE LOANS, DEBT AND OTHER OBLIGATIONS UND

TH:GLOW.F / ORDINARY SHARES / JW Asset Management, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d - 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d - 2(a)1 TerrAscend Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 88105E108 (CUSIP Number) JW Asset Management, LLC, 10

Employment Agreement, dated May 23, 2022, by and between TerrAscend Corp. and Lynn Gefen.

TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) signed as of May 11, 2023 amends and restates that certain Executive Employment Agreement (“Original Agreement”) made and effective as of May 16, 2022, by and between TerrAscend USA, Inc.

TerrAscend Reports Record Third Quarter 2023 Results and Raises Full Year 2023 Guidance Net Revenue of $89.2 million, an increase of 34.7% year-over-year and 23.7% sequentially Gross Profit margin of 53.6%, a 340-basis point sequential improvement fr

TerrAscend Reports Record Third Quarter 2023 Results and Raises Full Year 2023 Guidance Net Revenue of $89.

Amended and Restated Employment Agreement, dated November 9, 2023, by and between TerrAscend USA, Inc, and Keith Stauffer.

TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) signed as of November 9, 2023 is made and effective as of November 9, 2023, by and between TerrAscend USA, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

/////////// 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): November 09, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 13, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fil

TerrAscend Raises Full Year 2023 Guidance Company expects full year 2023 Net Revenue and Adjusted EBITDA from continuing operations1 of at least $317 million and $63 million, respectively, versus previous guidance of at least $305 million and $58 mil

TerrAscend Raises Full Year 2023 Guidance Company expects full year 2023 Net Revenue and Adjusted EBITDA from continuing operations1 of at least $317 million and $63 million, respectively, versus previous guidance of at least $305 million and $58 million, respectively Expects gross margin to exceed 50% in second half of the year Expects positive free cashflow from continuing operations1 in second half of the year Investor Day will be hosted at the TSX and webcast today, October 13th at 9:30 a.

First Amendment, dated April 17, 2023, by and among subsidiaries of TerrAscend Corp., TerrAscend NJ LLC, HMS Processing LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, and Pelorus Fund REIT, LLC, as Lender.

Loan # 002069 Amendment No. 1 to Loan Agreement - TerrAscend Execution Copy THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR. SECTION 12

Sixth Amendment to Credit Agreement, dated June 22, 2023 by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC as Administrative Agent.

Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated June 22, 2023 (this “Sixth Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity

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

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): August 10, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

Second Amendment, dated June 22, 2023, by and among subsidiaries of TerrAscend Corp., TerrAscend NJ LLC, HMS Processing LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, and Pelorus Fund REIT, LLC, as Lender.

Loan # 002069 Amendment No. 2 to Loan Agreement - TerrAscend THIS SECOND AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR. SECTION 12.27(b) OF THE

TerrAscend Reports Second Quarter 2023 Record Net Revenue of $72.1 Million, an Increase of 12.7% Year-Over-Year and 3.9% Sequentially, Representing its 7th Consecutive Quarter of Sequential Revenue Growth Gross profit margin increased to 50.2%, an im

TerrAscend Reports Second Quarter 2023 Record Net Revenue of $72.1 Million, an Increase of 12.7% Year-Over-Year and 3.9% Sequentially, Representing its 7th Consecutive Quarter of Sequential Revenue Growth Gross profit margin increased to 50.2%, an improvement of 140 basis points sequentially Reaffirms Net Revenue guidance for the full year of 2023 of at least $305 million and Adjusted EBITDA from

Joinder, Third Amendment to Credit Agreement and Security Agreements and Consent, dated as of June 9, 2023, among WDB Holding MI, Inc., Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., other borrower and lender parties thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders and Chicago Atlantic, as collateral agent for the secured parties thereto.

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS (this “Amendment”) is dated as of June 9, 2023, among TERRASCEND GROWTH CORP.

Fifth Amendment to Credit Agreement, dated April 14, 2023 by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC as Administrative Agent.

Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated April 14, 2023 (this “Fifth Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

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

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): August 01, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

TerrAscend Preannounces Strong Second Quarter 2023 Revenue and Gross Margins and Provides Full Year Guidance Record second quarter 2023 Net Revenue of $72.1 million, up 12.7% year-over-year and 3.9% sequentially, representing the 7th consecutive quar

TerrAscend Preannounces Strong Second Quarter 2023 Revenue and Gross Margins and Provides Full Year Guidance Record second quarter 2023 Net Revenue of $72.

Form of Subscription Agreement for Debenture Offering.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Form of Subscription Agreement for Equity Offering.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

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

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): June 30, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File N

Warrant Indenture.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Form of Convertible Debenture.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

July 4, 2023

July 4, 2023 TerrAscend (TSX: TSND) Commences Trading on the TSX Company executives in Toronto to ring opening bell for July 4th trading session TORONTO, July 04, 2023 (GLOBE NEWSWIRE) - TerrAscend Corp.

Form of Subscription Agreement for Equity Offering with Registered Broker-Dealer.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

July 6, 2023

July 6, 2023 TerrAscend Announces Symbol Change on OTC Markets to TSNDF OTC Markets symbol change aligns with recent TSX listing TORONTO, July 06, 2023 (GLOBE NEWSWIRE) - TerrAscend Corp.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

June 28, 2023

June 28, 2023 TerrAscend Closes on Second Tranche of Private Placements for Total Aggregate Proceeds of US$20.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

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

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): June 28, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File N

Second Tranche anticipated to close on June 28th Proceeds of Equity Offering to satisfy one of the remaining TSX listing requirements

June 26, 2023 TerrAscend Upsizes Previously Announced Offering to US $20 Million and Closes US $16 Million Initial Tranche Second Tranche anticipated to close on June 28th Proceeds of Equity Offering to satisfy one of the remaining TSX listing requirements TORONTO, June 26, 2023 (GLOBE NEWSWIRE) - TerrAscend Corp.

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

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): June 23, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File N

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. TERRASCEND

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Certain confidential information contained in this document, marked by [***], has been omitted because the Company has determined that the information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

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

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): June 22, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File N

TH:GLOW.F / ORDINARY SHARES / JW Asset Management, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d 2(a)1 TerrAscend Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 88105E108 (CUSIP Number) JW Asset Management, LLC, 14 Nor

TerrAscend Reports Record First Quarter 2023 Revenue First quarter 2023 record Net Revenue of $69.4 million, an increase of 42.8% year-over-year 6th consecutive quarter of sequential revenue growth and 3rd consecutive quarter of positive and increasi

TerrAscend Reports Record First Quarter 2023 Revenue First quarter 2023 record Net Revenue of $69.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-563

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement  Definitive Additional Materials  Soliciting Material Pursuant to §240.

SEC FILE NUMBER

SEC FILE NUMBER 000-56363 CUSIP NUMBER 88105E108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fil

Protection Agreement, dated April 20, 2023, by and between TerrAscend Growth Corp. and TerrAscend Corp.

CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

Subscription Agreement, dated April 20, 2023, by and between TerrAscend Growth Corp. and TerInvest LLC.

CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 20, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Preliminary Proxy SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Preliminary Proxy SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

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

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): March 29, 2023 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

Executive Employment Agreement, dated March 29, 2023, by and between TerrAscend USA, Inc. and Ziad Ghanem.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION MARKED BY BRACKETS AS "[***]" HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE HARMFUL IF PUBLICLY DISCLOSED. TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) signed as of March 29, 2023 amends and restates that certain Executive Employment Agreement (“Origin

Ziad Ghanem Promoted to Chief Executive Officer of TerrAscend

Ziad Ghanem Promoted to Chief Executive Officer of TerrAscend TORONTO, March 31, 2023 - TerrAscend Corp.

Debt Settlement Agreement, dated December 9, 2022, by and among TerrAscend Corp., Arise Bioscience, Inc., Canopy USA, LLC, Canopy USA I Limited Partnership and Canopy USA III Limited Partnership.

Exhibit 10.12 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of December 9, 2022 (the “Settlement Date”) BETWEEN: TERRASCEND CORP., a corporation incorporated under the laws of the Province of Ontario (“TerrAscend”) - AND - ARISE BIOSCIENCE, INC., a corporation existing under the laws of the State of Delaware (“Arise”) - AND - TERRASCEND CANADA INC., a corporation incorporated under the laws

Form of Warrant Certificate dated November, 2019

Exhibit 4.3 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH , 2020. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN SECURITIES EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MARCH 27, 20

Form of Warrant Certificate dated December, 2022

Exhibit 4.7 THESE WARRANTS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGI

Amendment No. 3 to Credit Agreement, dated December 15, 2022, by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC, as Administrative Agent and Collateral Agent.

Exhibit 10.5 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated December 15, 2022 (this “Third Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity,

Loan Agreement, dated October 11, 2022, by and among subsidiaries of TerrAscend Corp., TerrAscend NJ LLC, HMS Processing LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, and Pelorus Fund REIT, LLC, as Lender.

Loan # 002069 Loan Agreement - TerrAscend Exhibit 10.10 LOAN AGREEMENT BY AND BETWEEN PELORUS FUND REIT, LLC, AS LENDER, TERRASCEND NJ LLC, HMS PROCESSING LLC, HMS HAGERSTOWN, LLC, AND HMS HEALTH, LLC, COLLECTIVELY AS BORROWER, TERRASCEND CORP. AND TERRASCEND USA, INC., WELL AND GOOD, INC. AND WDB HOLDING MD, INC., COLLECTIVELY AS GUARANTOR, DATED AS OF OCTOBER 11, 2022 313271651.15 Loan # 002069

Amendment No. 4 to Credit Agreement, dated March 15, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent.

Posting Version Exhibit 10.6 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated March [], 2023 (this “Fourth Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in

Form of Warrant Certificate dated May, 2020

Exhibit 4.4 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECT

Form of Affiliate Gage Growth Corp. Replacement Warrants dated March, 2022

Exhibit 4.5 WARRANTS TO PURCHASE COMMON SHARES OF TERRASCEND CORP. Date: CANDMS: \143912914\4 Warrant Certificate Number: 12 – 2020 –  CANDMS: \143912914\4 Number of Warrants: CANDMS: \143912914\4 THIS IS TO CERTIFY THAT for value received , located at (the "Warrantholder") has the right to purchase in respect of each whole warrant (individually, a "Warrant" and, collectively, the "Warrants") rep

List of Subsidiaries of TerrAscend Corp.

Exhibit 21.1 List of Subsidiaries of TerrAscend Corp Subsidiary State or Other Jurisdiction of Incorporation or Organization TerrAscend Canada Inc. Ontario Solace Health Network Inc. Ontario TerrAscend Medical Holdings Inc. Ontario 2627685 Ontario Inc. Ontario 2151924 Alberta Ltd. Alberta 2671983 Ontario Inc. Ontario Solace Rx Inc. Ontario Ascendant Laboratories Inc. Ontario TerrAscend USA, Inc. D

Joinder and Second Amendment to Credit Agreement and Security Agreements and Consent, dated November 29, 2022, by and among WDB Holding MI, Inc., Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., the borrowers and lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders and as collateral agent for the secured parties thereto.

Exibit 10.9 JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS THIS JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS (this “Amendment”) is dated as of November 29, 2022, among GAGE GROWTH CORP., a Canadian federal corporation (“Parent”), GAGE INNOVATIONS CORP., a Canadian federal corporation (“Gage Innovations”), COOKIES RETAIL CANADA CORP., a Canadian

Second Amendment to Credit Agreement, dated November 11, 2022, by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC, as Administrative Agent.

Exhibit 10.4 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated November 11, 2022 (this “Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto, and the Lenders party hereto. RECITALS: WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 18, 2020, as amended by Amendme

Form of Non-Affiliate Gage Growth Corp. Replacement Warrants dated March, 2022

Exhibit 4.6 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) JULY 2, 2021; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED

Promissory Note, dated October 11, 2022, by and among TerrAscend Corp., TerrAscend NJ LLC, BWH NJ LLC and Blue Marble Ventures LLC.

Exhibit 10.11 PROMISSORY NOTE NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS PROMISSORY NOTE (THIS “NOTE”) AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT SUBORDINATION AGREEMENT (AS DEFINED BELOW). ANY HOLDER OF THIS NOTE ACKNOWLEDGES THAT THE OBLIGATIONS HEREUNDER ARE SUBORDINATE TO THE LOANS, DEBT AND OTHER OBLIGATIONS UND

Form of Warrant Certificate dated June, 2018

Exhibit 4.2 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER , 2018. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN SECURITIES EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER ,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-56363 TERRASCEND CORP

Description of Securities.

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TerrAscend Corp. (“TerrAscend” or the “Company”) only has common shares, no par value (“Common Shares”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company has authorized Series A Convertible Prefe

TH:GLOW.F / ORDINARY SHARES / Hermiz Michael - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TerrAscend Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 88105E108 (CUSIP Number) February 9, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

CA:TER / TerrAscend Corp / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

SC 13G/A 1 trssfa312523.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TerrAscend Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88105e108 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate

TH:GLOW.F / ORDINARY SHARES / JW Asset Management, LLC - SC 13D/A Activist Investment

SC 13D/A 1 terrascend13da1.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d 2(a)1 TerrAscend Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 88105E108 (CUSIP

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 15, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): December 09, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 01, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 29, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission File Nu

TerrAscend Second Quarter 2022 Revenue Increases 31% Sequentially to $65 Million

EX-99.1 2 trssf-ex991.htm EX-99.1 Exhibit 99.1 TerrAscend Second Quarter 2022 Revenue Increases 31% Sequentially to $65 Million NEWS PROVIDED BY TerrAscend Aug 11, 2022,16:05 ET TORONTO, Aug. 11, 2022 - TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the second quarter ending June 30, 2

TerrAscend Reports First Quarter 2022 Financial Results

Exhibit 99.1 TerrAscend Reports First Quarter 2022 Financial Results NEWS PROVIDED BY TerrAscend May 12,2022,16:15 ET TORONTO, May 12, 2022 - TerrAscend Corp. (?TerrAscend? or the ?Company?) (CSE: TER) (OTCQ)(: TRSSF), a leading North American cannabis operator, today reported its financial results for the first quarter ending March 31, 2022. All amounts are expressed in U.S. dollars unless indica

Joinder, First Amendment to Credit Agreement and Security Agreements and Consent, dated as of August 10, 2022, among WDB Holding MI, Inc., Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., other borrower and lender parties thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders and Chicago Atlantic, as collateral agent for the secured parties thereto.

Exhibit 10.8 Certain identified information has been excluded from this exhibit in accordance with Regulation S-K Item 601(a)(5). [***] indicates that information has been redacted. JOINDER, FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS AND CONSENT THIS JOINDER, FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTS AND CONSENT (this ?Amendment?) is dated as of August 10, 2022,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 12, 2022 TerrAscend Corp. (Exact name of Registrant as Specified in Its Charter) Canada 000-56363 Not applicable (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 16, 2022 TERRASCEND CORP. Commission File Number: 000-56363 Ontario, Canada N/A (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3610 Mavis R

Amendment No. 1 to Credit Agreement, dated April 28, 2022, by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC, as Administrative Agent and Collateral Agent.

EX-10.7 3 trssf-ex107.htm EX-10.7 Exhibit 10.7 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is made by and among WDB Holding PA, Inc., a Pennsylvania corporation (the “Borrower”), the Loan Parties party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, the “Administrative A

Employment Agreement, dated May 23, 2022, by and between TerrAscend Corp. and Lynn Gefen

Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS "[***]" HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is hereby made and effective as of May 16, 2022 (“Effective Date”) by and between TerrAscend USA, Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

Submission of Matters to a Vote of Security Holders

8-K 1 tm2220046d18k.htm FORM 8-K 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): June 27, 2022 TerrAscend Corp. (Exact name of Registrant as specified in its charter) Ontario 000-56363 N/A (State or other jurisdiction of (Commissio

December 31, 2021

Gage Growth Corp. Consolidated Financial Statements For the year ended December 31, 2021 (In United States Dollars) Independent Auditor?s Report To the Board of Directors of Gage Growth Corp.: Opinion We have audited the accompanying consolidated financial statements of Gage Growth Corp. (an Ontario, Canada, corporation), which comprise the consolidated balance sheet as of December 31, 2021, and t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF TERRASCEND AND GAGE

EX-99.2 4 trssf-ex992.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF TERRASCEND AND GAGE On March 10, 2022, TerrAscend Corp. ("TerrAscend" or the "Company") acquired all of the issued and outstanding subordinate voting shares (or equivalent) of Gage Growth Corp. ("Gage"), a cultivator and processor with operations in the Michigan market. Pursuant to th

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF TERRASCEND AND GAGE

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF TERRASCEND AND GAGE On March 10, 2022, TerrAscend Corp. ("TerrAscend" or the "Company") acquired all of the issued and outstanding subordinate voting shares (or equivalent) of Gage Growth Corp. ("Gage"), a cultivator and processor with operations in the Michigan market. Pursuant to the terms of the arrangement agreeme

December 31, 2021

Gage Growth Corp. Consolidated Financial Statements For the year ended December 31, 2021 (In United States Dollars) Gage Growth Corp. Consolidated Balance Sheets As of December 31, 2021 (Expressed in United States Dollars, unless stated otherwise) December 31, 2021 $ Assets Current Cash and cash equivalents 42,901,079 Restricted cash 1,800,284 Marketable securities 565,029 Accounts receivable, net

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 021-340690 TerrAscend Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2212358-1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

10-K/A 1 tm2210360d110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ` OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 trssf-10k20211231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission Fil

TH:GLOW.F / ORDINARY SHARES / JW Asset Management, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d 2(a)1 TerrAscend Corp. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 88105E108 (CUSIP Number) JW Asset Management, LLC, 14 North Lake Rd. Armonk,

ARRANGEMENT AGREEMENT TERRASCEND CORP. - and - CANOPY GROWTH CORPORATION CANOPY RIVERS CORPORATION JW OPPORTUNITIES MASTER FUND, LTD. JW PARTNERS, LP PHARMACEUTICAL OPPORTUNITIES FUND, LP October 8, 2018

Exhibit 99.13 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS ?[***]?) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ARRANGEMENT AGREEMENT TERRASCEND CORP. - and - CANOPY GROWTH CORPORATION CANOPY RIVERS CORPORATION JW OPPORTUNITIES MASTER FUND, LTD. JW PARTNERS, LP PHARMACEUTICAL OPPORTUNITIES FUND, L

VOTING SUPPORT AND LOCK-UP AGREEMENT

EX-3 4 ex3.htm EXHIBIT 3 Exhibit 3 VOTING SUPPORT AND LOCK-UP AGREEMENT THIS AGREEMENT is made as of August 31 , 2021 BETWEEN: JASON WILD (the “Shareholder”) - and - TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (“Purchaser”) RECITALS: WHEREAS, in connection with an arrangement agreement between the Purchaser and Gage Growth Corp. (the “Company”) dated the date

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Exhibit 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP JW PARTNERS, LP JW OPPORTUNITIES MASTER FUND, LTD. JW ASSET MANAGEMENT, LLC JW GP, LLC JASON G. WILD

Credit Agreement, dated November 2, 2021, by and among Gage Growth Corp. and its subsidiaries, as Borrowers, and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent.

EX-10.21 3 trssf-ex102112.htm EX-10.21 Exhibit 10.21 CREDIT AGREEMENT by and among GAGE GROWTH CORP. and ITS subsidiaries, as Borrowers, the Persons from time to time party hereto as Guarantors, the Lenders from time to time party hereto and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent Dated as of November 22, 2021 Green Ivy Capital, LLC, as Lead Arranger TABLE OF CONT

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13D (including amendments thereto) with respect to the Common Shares of TerrAscend Corp. and further agree that this Joint Filing Agreement be included as an Exh

Description of Securities.

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the Company’s Securities TerrAscend Corp. (“TerrAscend” or the “Company”) is authorized to issue an unlimited number of the Company’s common shares (“Common Shares”). The summary of the rights, privileges, restrictions and conditions attaching to the Common

WARRANTS TO PURCHASE SERIES C PREFERRED SHARES OF TERRASCEND CORP.

EX-4 5 ex4.htm EXHIBIT 4 Exhibit 4 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD OR OTHERW

TerrAscend Reports Full Year 2021 Net Sales of $210.4 Million, an Increase of 42% Year-Over-Year Recently completed the acquisition of Gage Growth Corp (“Gage”), a leading high-quality premium cannabis brand and operator in Michigan Pennsylvania faci

Exhibit 99.1 TerrAscend Reports Full Year 2021 Net Sales of $210.4 Million, an Increase of 42% Year-Over-Year Recently completed the acquisition of Gage Growth Corp (?Gage?), a leading high-quality premium cannabis brand and operator in Michigan Pennsylvania facility producing highest quality product to date, recapturing top three market share2 New Jersey retail and wholesale fully prepared for ad

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 16, 2022 TERRASCEND CORP. Commission File Number: 000-56363 Ontario, Canada N/A (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3610 Mavis Road

Second Amending Agreement, dated March 8, 2022, by and between TerrAscend Corp. and Gage Growth Corp.

Exhibit 10.2 SECOND AMENDING AGREEMENT THIS AMENDING AGREEMENT dated as of the 8th day of March 2022. BETWEEN: TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the ?Purchaser?) AND: GAGE GROWTH CORP., a corporation existing under the laws of Canada (the ?Company?) (collectively referred to as the ?Parties?, and each individually as a ?Party?) WHEREAS: A. The Part

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 8, 2022 TERRASCEND CORP. Commission File Number: 000-56363 Ontario, Canada N/A (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3610 Mavis Road M

Second Amendment to Membership Interest Purchase Agreement, dated March 8, 2022, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC, Seller and Gage Growth Corp.

EX-10.1 2 tm228288d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated effective March 8, 2022 (the “Effective Date”), is entered into by and among WDB Holdings MI, Inc., a Delaware corporation (“Buyer”), 3 State Park, LLC, a Michigan limited liability company (“3

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 2, 2022 TERRASCEND CORP. Commission File Number: 000-56363 Ontario, Canada N/A (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3610 Mavis Road M

TerrAscend Announces the Appointment of Kara DioGuardi to its Board of Directors

EX-99.1 2 tm228288d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TerrAscend Announces the Appointment of Kara DioGuardi to its Board of Directors TORONTO, March. 3, 2022 - TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced the appointment of Kara DioGuardi to its Board of Directors. A Grammy nominated songwriter, producer

TH:GLOW.F / ORDINARY SHARES / JW Asset Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TerrAscend Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 88105E108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule

Power of Attorney

EX-3 4 ex3.htm EXHIBIT 3 EXHIBIT 3 Power of Attorney The undersigned hereby constitutes and appoints each of Jason G. Wild and Jason Klarreich as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.S. Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5, and any ame

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

EX-2 3 ex2.htm EXHIBIT 2 EXHIBIT 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP JW PARTNERS, LP JW OPPORTUNITIES MASTER FUND, LTD. JW ASSET MANAGEMENT, LLC JW GP, LLC JASON G. WILD

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including amendments thereto) with respect to the Common Stock of TerrAscend Corp. and further agree that this Joint Filing Agreement be included as an Exhi

As filed with the Securities and Exchange Commission on February 7, 2022.

S-8 1 tm225563d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on February 7, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 TERRASCEND CORP. (Exact name of registrant as specified in its charter) Ontario N/A (State or other jurisdiction of incorporation or or

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) TerrAscend Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share Proposed maximum aggregate offering price Fee Rate Amount of registration fee Equity Common Shares, n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRASCEND CORP. (Exact name of

10-12G/A 1 tm2129883d410-12ga.htm 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRASCEND CORP. (Exact name of registrant as specified in its charter) Ontario N/A (State or other jurisdiction of incorporation or organi

Employment Agreement, dated January 5, 2022, by and between TerrAscend USA, Inc. and Ziad Ghanem.

EX-10.15 2 tm2129883d4ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 TERRASCEND EXECUTIVE EMPLOYMENT AGREEMENT This Amended Employment Agreement (“Agreement”) is hereby made and effective as of January 5, 2022 (“Effective Date”) by and between TerrAscend USA, Inc., a Delaware corporation (“TerrAscend” or the “Company”) and Ziad M. Ghanem (“Employee”), residing at 8435 Chilton Drive, Orlando, FL 32836. Th

CA:TER / TerrAscend Corp / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TerrAscend Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88105e108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Form of Share Unit Agreement.

EX-10.20 4 tm2129883d4ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 Participant Id Name Address Country Overview: A. TerrAscend Corp. (the “Corporation”) has a share plan with an original effective date of November 19, 2019 and an amended and restated effective date of November 2, 2021 (as it may be further amended at any time in accordance with its terms) (the “Plan”). A copy of the Plan in effect on t

Form of Option Agreement.

Exhibit 10.18 Participant Id Name Address Country Overview: A. TerrAscend Corp. (the ?Corporation?) has a stock option plan with an original effective date of March 8, 2017 and an amended and restated effective date of November 2, 2021 (as it may be further amended at any time in accordance with its terms) (the ?Plan?). A copy of the Plan in effect on the date of this agreement is available to dow

CA:TER / TerrAscend Corp / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

SC 13G/A 1 trssfa111922.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TerrAscend Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88105e108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

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ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM Michael R. Littenberg T +1 212 596 9160 [email protected] January 19, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Newberry, Mary Mast, Joshua Gorsky and Tim Buchmiller Re: T

Experienced Healthcare, Pharmacy and Cannabis Industry Veteran to Manage and Lead All Operations

Exhibit 99.1 TERRASCEND APPOINTS ZIAD GHANEM AS PRESIDENT AND CHIEF OPERATING OFFICER Experienced Healthcare, Pharmacy and Cannabis Industry Veteran to Manage and Lead All Operations NEW YORK and TORONTO, Jan. 5, 2022 /CNW/ - TerrAscend Corp. (?TerrAscend? or the ?Company?) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced the appointment of Ziad Ghanem as Pres

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 5, 2022 TERRASCEND CORP. Commission File Number: 000-56363 Ontario, Canada N/A (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3610 Mavis Road

Articles of Amendment to the Articles of TerrAscend Corp., dated May 22, 2020.

Exhibit 3.3 Form 3 Business Corporations Act Formula 3 Loi sur /es socletes par actions For Ministry Use Only A l'usage exclusif du ministere Ministrv of Government Consumer Services ntano CERTIFICATE This 1s to certifv that these articles are effective on Ministere des Services gouvernementaux et des Services aux consommateurs CERTIFICAT Caci certifie➔ que tes presents statuts entrant en vigueur

TerrAscend Corp. Stock Option Plan.

Exhibit 10.16 Stock Option Plan Page 1 of 23 TERRASCEND CORP. STOCK OPTION PLAN ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions For the purposes of this Plan, the following terms have the following meanings: 1.1.1 “10% Shareholder” means a U.S. Participant who, at the time the Option is granted, owns, taking into account the constructive ownership rules set forth in section 424(d) of the

Form 10 filed with the Commission on December 22, 2021

10-12G/A 1 tm2129883d210-12ga.htm 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRASCEND CORP. (Exact name of registrant as specified in its charter) Ontario N/A (State or other jurisdiction of incorporation or organi

TerrAscend Corp. Share Unit Plan.

EX-10.18 6 tm2129883d2ex10-18.htm EXHIBIT 10.18 Exhibit 10.18 TERRASCEND CORP. SHARE UNIT PLAN Effective November 19, 2019 1.           PREAMBLE AND DEFINITIONS 1.1 Title. The Plan described in this document shall be called the “TerrAscend Corp. Share Unit Plan”. 1.2 Purpose of the Plan. The purposes of the Plan are: (a) to promote a further alignment of interests between employees and the shareho

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ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM Michael R. Littenberg T +1 212 596 9160 [email protected] December 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Newberry, Mary Mast, Joshua Gorsky and Tim Buchmiller Re:

List of Subsidiaries of TerrAscend Corp.

EX-21.1 7 tm2129883d2ex21-1.htm EXHIBIT 21.1 EXHIBIT 21.1 List of Subsidiaries of TerrAscend Corp. Subsidiary State Or Other Jurisdiction Of Incorporation Or Organization 13172104 Canada Inc. Canada TerrAscend Canada Inc. Ontario 13283941 Canada Inc. Canada Solace Health Network Inc. Canada TerrAscend Medical Holdings Inc. Canada 2627685 Ontario Inc. Ontario 2151924 Alberta Ltd. Alberta 2671983 On

Articles of Amendment to the Articles of TerrAscend Corp., dated November 30, 2018.

Exhibit 3.2 Exhibit “A” PLAN OF ARRANGEMENT PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) ARTICLE 1 INTERPRETATION 1.1 Definitions Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and g

First Amendment to Membership Interest Purchase Agreement, dated November 9, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC and Seller.

EX-2.8 2 tm2129883d2ex2-8.htm EXHIBIT 2.8 Exhibit 2.8 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated effective November 9, 2021 (the “Effective Date”), by and among WDB Holdings MI, Inc., a Delaware corporation (“Buyer”), 3 State Park, LLC, a Michigan limited liability company (“3 State Park”), AEY

Articles of TerrAscend Corp., dated March 7, 2017.

Exhibit 3.1 RequestlD:          019999472 Demande n°: Transaction ID: 063790652 Transaction n°: Category ID : CT Catégorie: Province of Ontario Province de l’Ontario Ministry of Government Services Ministere des Services gouvernementaux Date Report Produced: 2017/03/07 Document produit le: Time Report Produced: 15:10:21 Imprimé à Certificate of Incorporation Certificat de constitution This is to c

Securities Purchase Agreement, dated February 10, 2019, by and among RHMT, LLC, Deep Thought, LLC, Howard Street Partners, LLC, certain limited liability company interest holders of each of the forgoing entities, Michael Thomsen, and TerrAscend Corp. and WDB Holding CA, Inc.

EX-2.3 4 tm2129883d1ex2-3.htm EXHIBIT 2.3 Exhibit 2.3 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION COPY SECURITIES PURCHASE AGREEMENT By and Among RHMT, LLC (“RHMT”), Deep Thought, LLC (“Deep Thought”), Howard Street Partners, LLC (“Ho

Form of Indemnity Agreement.

Exhibit 10.15 Indemnity Agreement This Agreement is made as of the [DAY] day of [MONTH] 2019 between TerrAscend Corp., a body corporate incorporated under the laws of Ontario (the “Corporation”), and [NAME] (the “Indemnified Party”), an individual resident in the State of New York. RECITALS: A. The Indemnified Party is or was a director and/or an officer of the Corporation or an Other Entity (as d

Employment Agreement, dated May 1, 2020, by and between TerrAscend Corp. and Jason Ackerman.

Exhibit 10.11 May 1, 2020 Jason Ackerman Via e-mail Dear Jason, It is a pleasure to confirm our offer to employ you in the joint role of Chief Executive Officer of TerrAscend USA, Inc. (the “Company”) and Chief Executive Officer of TerrAscend Corp., the Canadian parent of the Company (“TerrAscend”). In these roles, you will be expected to report to the Board of Directors of TerrAscend. This agreem

Debenture Agreement, dated March 10, 2020, by and between Canopy Growth and TerrAscend Canada Inc.*

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION COPY UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) MAR

Arrangement Agreement, dated August 31, 2021, by and between TerrAscend Corp. and Gage Growth Corp.

EX-2.6 7 tm2129883d1ex2-6.htm EXHIBIT 2.6 Exhibit 2.6 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TERRASCEND CORP. and GAGE GROWTH CORP. ARRANGEMENT AGREEMENT August 31, 2021 Article 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Cert

Membership Interest Purchase Agreement, dated August 31, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC and Seller.

Exhibit 2.7 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between WDB HOLDINGS MI, INC. (the “Buyer”), and 3 STATE PARK, LLC, AEY HOLDINGS, LLC, AEY CAPITAL, LLC, AEY THRIVE, LLC, (collectively, the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRASCEND CORP. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TERRASCEND CORP. (Exact name of registrant as specified in its charter) Ontario N/A (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) 3610 Mavis Road Mi

Separation Agreement, dated March 6, 2020, by and between TerrAscend Corp. and Michael Nashat.

Exhibit 10.12 TERRASCEND WITHOUT PREJUDICE March 6, 2020 BY EMAIL Michael Nashat Dear Michael: This is further to my letter to you dated January 21, 2020 confirming your employment with TerrAscend Corp. (the “Company”) ceased effective January 23, 2020 (the “Termination Date”). The January 21, 2020 letter confirmed that, notwithstanding such termination of employment, you will continue to serve as

Amending Agreement, dated October 4, 2021, by and between TerrAscend Corp. and Gage Growth Corp.

Exhibit 2.8 AMENDING AGREEMENT THIS AGREEMENT dated as of the 4th day of October, 2021 BETWEEN: TERRASCEND CORP., a corporation existing under the laws of the Province of Ontario (the “Purchaser”) AND: GAGE GROWTH CORP., a corporation existing under the laws of Canada (the “Company”) WHEREAS: A. The Purchaser and the Company are party to an arrangement agreement dated August 31, 2021 (the “Arrange

Articles of Amendment to the Articles of TerrAscend Corp., dated May 22, 2020.

Exhibit 3.2 1A SCHEDULE TO ARTICLES OF AMENDMENT TERRASCEND CORP. (the “Company”) The Articles of the Company are amended as follows: (a) to increase the authorized capital of the Company by creating four series of Preferred Shares (as defined in the existing Articles of the Company) in the capital of the Company to be designated the “Series A Convertible Preferred Shares”, the “Series B Convertib

Employment Agreement, dated August 16, 2018, by and between TerrAscend Corp. and Adam Kozak.

Exhibit 10.5 August 16, 2018 Adam Kozak Via e-mail Dear Adam, It is a pleasure to confirm our conditional offer of employment with TerrAscend Corp. (the “Company”), as Chief Financial Officer, reporting to the President & CEO and Board of Directors. You will work out of the Company’s Facility at 3610 Mavis Road, Mississauga, ON. Further to the negotiation between you and the Company, this agreemen

Independent Contractor Agreement, dated December 1, 2019, by and between TerrAscend Corp. and Lisa Swartzman.

EX-10.6 18 tm2129883d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is entered into by and between Lisa Swartzman (the “Contractor”) and TerrAscend Corporation (the “Client”) this 1st day of December 2019. WHEREAS the Contractor is in the business of strategy and professional consulting services; AND WHEREAS the Clien

Consulting Agreement, dated January 9, 2020, by and between TerrAscend Corp. and JA Connect LLC.

Exhibit 10.8 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”), made as of this 9th day of January, 2020 (“Effective Date”), by and between JA Connect LLC, a New York limited liability company with an address at 121 Greene Street, Floor 3, New York, New York, 10012 (“Consultant”), and TerrAscend USA Inc., a US-based corporation with an office at 489 Fifth Avenue, 29th Floor, New York, N

Securities Purchase Agreement, dated February 10, 2019, by and among Gravitas Nevada Ltd, Verdant Nevada LLC, Green Ache’rs Consulting Limited, TerrAscend Corp. and WDB Holding, NV, Inc.* #

Exhibit 2.5 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION COPY SECURITIES PURCHASE AGREEMENT By and Among Gravitas Nevada Ltd (“Gravitas”), Verdant Nevada LLC (“Verdant”) Green Ache’rs Consulting Limited (“Green Ache’rs,” and together w

Securities Purchase and Exchange Agreement, dated August 1, 2019, by and among Ilera Holdings LLC, Mera I LLC, Mera II LLC, TerrAscend Corp., WDB Holding PA, Inc. and Osagie Imasogie.

EX-2.4 5 tm2129883d1ex2-4.htm EXHIBIT 2.4 Exhibit 2.4 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION COPY SECURITIES PURCHASE AND EXCHANGE AGREEMENT By and Among Ilera Holdings LLC, a Pennsylvania limited liability company, Mera I LLC, a

Credit Agreement, dated December 18, 2020, by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC, as Administrative Agent.

Exhibit 10.3 Execution Version CREDIT AGREEMENT dated as of December 18, 2020 between WDB HOLDING PA, INC., The LENDERS Party Hereto, and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent and Collateral Agent SEAPORT GLOBAL SECURITIES LLC, as Placement Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 23 SECTION 1.03 Accounting Terms; C

Arrangement Agreement, dated October 8, 2018, by and among TerrAscend Corp., Canopy Growth Corporation, Canopy Rivers Corporation, JW Opportunities Master Fund, Ltd., JW Partners, LP and Pharmaceutical Opportunities Fund, LP.

EX-2.1 2 tm2129883d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ARRANGEMENT AGREEMENT TERRASCEND CORP. - and - CANOPY GROWTH CORPORATION CANOPY RIVERS CORPORATION JW OPPORTUNITIES MASTER FUND, LTD. JW PARTNERS,

Amendment to Independent Contractor Agreement, dated June 2, 2021, by and between TerrAscend Corp. and Lisa Swartzman.

EX-10.7 19 tm2129883d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 AMENDMENT This Amendment (the “Amendment”) is dated as of June 2, 2021 (the “Effective Date”) and is between TerrAscend Corp., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and Lisa Swartzman, an individual residing in the City of Toronto of the Province of Ontario (“Swartzman”). The Corporation and S

Separation Agreement and General Release, dated August 17, 2021, by and between TerrAscend Corp. and Jason Ackerman.

Exhibit 10.14 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and Release (“Agreement’”) is entered into between Jason Ackerman (“Employee”) and TerrAscend USA, Inc and TerrAscend Corp., the Canadian parent and its affiliated companies (collectively, “Company”). The Company and Employee are referred to each in this Agreement as a Party and collectively referred to in this Agreem

Employment Agreement, dated April 22, 2020, by and between TerrAscend Corp. and Keith Stauffer.

Exhibit 10.10 April 22, 2020 Keith Stauffer Via e-mail Dear Keith, It is a pleasure to confirm our offer to employ you in the joint role of Chief Financial Officer of TerrAscend USA, Inc. (the “Company”) and Chief Financial Officer of TerrAscend Corp., the Canadian parent of the Company (“TerrAscend”). In these roles, you will be expected to report to the CEO of TerrAscend. This agreement (the “Ag

Employment Agreement, dated December 3, 2020, by and between TerrAscend Corp. and Greg Rochlin.

Exhibit 10.9 December 3. 2020 Greg Rochlin Via Email Dear Greg. TerrAscend Corp. is pleased to extend your offer as Chief Executive Officer of Terrascend East Coast Region reporting to Jason Ackerman. Executive Chairman and CEO of TerrAscend Corp. This position is a full-time, exempt-level position which commenced on or about November 2019 at one of TerrAscend’s east coast locations and shall be i

Securities Purchase Agreement, dated February 10, 2019, by and among BTHHM Berkeley, LLC, PNB Noriega, LLC, V Products, LLC, certain limited liability company interest holders of each of the forgoing entities, Michael Thomsen and TerrAscend Corp. and WDB Holding CA, Inc.

EX-2.2 3 tm2129883d1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION COPY SECURITIES PURCHASE AGREEMENT By and Among BTHHM Berkeley, LLC (“BTHHM”), PNB Noriega, LLC (“Noriega”), V Products, LLC (“V Product

Form of Voting Support Agreement.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. VOTING SUPPORT AGREEMENT THIS AGREEMENT is made as of , 2021 BETWEEN: (the “Shareholder”) - and - GAGE GROWTH CORP., a corporation existing under the federal laws of Canada (“Gage”) RECIT

Separation Agreement and General Release, dated July 29, 2021, by and between TerrAscend Corp. and Greg Rochlin.

Exhibit 10.13 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and Release (“Agreement”) is entered into between Greg Rochlin (“Employee”) and TerrAscend Corp., its affiliated companies (collectively, “Company”). The Company and Employee are referred to each in this Agreement as a Party and collectively referred to in this Agreement as the “Parties” This Agreement shall become ef