TerrAscend Corp. 8-K

What Happened
TerrAscend Corp. announced on June 23, 2026 that it closed an initial private placement of secured convertible debentures (the “Debentures”) raising approximately US$21.7 million by issuing 21,702 Debentures at US$1,000 each. The company used about US$11.1 million of the proceeds to retire certain existing convertible debentures that matured June 23, 2026, and the balance is available for mergers & acquisitions and repayment/refinancing of debt. The company also entered into Amendment No. 5 to its FG Loan Agreement to permit the Debenture issuance and related arrangements and made a US$10.0 million prepayment on the FG Loan on June 23, 2026.

Key Details

• Initial issuance: 21,702 convertible debentures at US$1,000 each; aggregate gross proceeds ≈ US$21.7M; up to an additional ≈US$0.5M may be issued as other notes mature.
• Debenture terms: mature Sept 30, 2031; 8.00% annual interest payable quarterly in cash (company may elect PIK interest instead); conversion price US$0.87 per share; forced conversion possible after June 23, 2029 if 20-day VWAP ≥ 200% of conversion price.
• Security and ranking: secured by a second lien on certain U.S. assets and subordinated to indebtedness under the FG Loan; Debentures rank pari passu with each other.
• FG Loan amendment and actions: Fifth Amendment permits up to US$25.0M aggregate Debenture issuance, entry into a subordinated guaranty/security agreement, repayment of ~US$13.0M of outstanding 9.9% convertible debentures, and other allowances; FG Loan bears 12.75% interest and matures Aug 1, 2028; company prepaid US$10.0M on the FG Loan.

Why It Matters
This transaction extends part of TerrAscend’s debt maturity profile by issuing long‑dated convertible debt (2031) and reduces near-term convertible obligations by retiring existing notes. For investors, key points are the potential dilution (conversion at US$0.87/share), the ongoing interest cost (8% cash or higher PIK rates if elected), and the secured/subordinated structure relative to the company’s FG Loan. The FG Loan amendment and $10M prepayment show the company is reshaping its capital structure to allow the new financing and to create flexibility for acquisitions or refinancing, but the FG Loan remains a senior secured obligation with a relatively high interest rate.