TerrAscend Corp. 8-K

What Happened TerrAscend Corp. announced it closed an option agreement on December 26, 2025 to acquire a 35% equity interest in Union Chill Cannabis Company LLC, a single-dispensary operator in Hunterdon County, NJ. In connection with the closing, TerrAscend issued convertible promissory notes to the sellers with an aggregate principal amount of $9,000,000; the company will pay an additional $4,000,000 in cash if the option is exercised, for total consideration of $13,000,000. The company issued a press release on December 30, 2025 announcing the transaction.

Key Details

• Option closed: December 26, 2025 (option agreement entered May 5, 2025).
• Consideration: $9,000,000 in convertible notes now; $4,000,000 cash payable upon exercise of the option — $13,000,000 total.
• Notes terms: 6.5% annual interest (quarterly payments); maturity December 26, 2029.
• Conversion: Each note may be converted only in its entirety prior to maturity into common shares; conversion amount = (outstanding principal + accrued interest) ÷ $1.89 per share.
• Prepayment: Company may prepay principal in minimum $50,000 increments (with accrued interest) with at least 30 days’ written notice; notes remain convertible during the notice period.
• Securities status: Offered relying on Section 4(a)(2) exemption; notes and any shares issuable thereunder are not registered under the Securities Act and are subject to resale restrictions.

Why It Matters This transaction creates a path for TerrAscend to take a minority ownership stake in a New Jersey dispensary operator while funding the sellers with convertible debt rather than immediate all-cash payment. For investors, the convertible notes introduce potential dilution if converted (conversion price $1.89), add a fixed interest expense (6.5% annually), and establish a debt maturity obligation through 2029. The unregistered nature of the securities also means the issued notes and resulting shares are subject to transfer restrictions until registered or an exemption applies. The company’s press release (Exhibit 99.1) provides public notice of the deal.