TerrAscend Corp. SEC Filings

TerrAscend Corp. reported Q2 2026 net revenue from continuing operations of $67.1 million, up from $65.5 million in Q1 2026 and $65.0 million in Q2 2025. Gross profit margin improved to 54.0%. Adjusted EBITDA from continuing operations was $17.7 million, a 26.3% margin and 11% year-over-year growth, while GAAP net loss from continuing operations widened to $10.1 million.

The company generated $7.4 million of net cash from continuing operations and $5.7 million of free cash flow, its sixteenth consecutive quarter of positive operating cash flow and twelfth of positive free cash flow. Cash and cash equivalents were $42.0 million at June 30, 2026. TerrAscend completed an oversubscribed $21.8 million convertible debenture financing, used $11.1 million to retire higher-interest debentures, extended most convertible maturities to 2031, and repaid $10.0 million of term loan principal. The board also appointed President and CEO Ziad Ghanem as a director.

TerrAscend Corp. reports modest top-line growth but continued losses. For the three months ended June 30, 2026, revenue from continuing operations was $67.1 million versus $65.0 million a year earlier, generating gross profit of $36.3 million and income from operations of $12.1 million. A heavy income tax provision of $11.6 million turned $1.5 million of pre‑tax income from continuing operations into a net continuing loss of $10.1 million. Including discontinued operations, net loss for the quarter was $8.1 million, or $(0.03) per share, compared with a $48.1 million loss, or $(0.17) per share, in the prior‑year quarter.

At June 30, 2026, TerrAscend held $42.0 million in cash and cash equivalents and total assets of $553.7 million against total liabilities of $469.7 million, including $209.7 million of loans payable principal and a $152.5 million liability on uncertain tax positions. Shareholders’ equity was $84.0 million, with an accumulated deficit of $883.0 million and 309.2 million common shares outstanding. The company completed the strategic exit of its Michigan business, deconsolidated those entities, and recorded a $2.4 million gain in discontinued operations, with cumulative restructuring costs of $0.7 million. It expanded its New Jersey footprint via the Union Chill acquisition (total consideration $13.5 million) and issued 21,835 secured convertible debentures maturing in 2031 at an 8.00% coupon and $0.87 conversion price. The FocusGrowth term loan remained the dominant borrowing, with $202.1 million principal outstanding after prepayments, while a share repurchase program continued with 578,500 shares bought back in the first half of 2026.

TerrAscend Corp., an Ontario, Canada corporation, is conducting an exempt securities offering under Regulation D, relying on Rule 506(b). This is a new notice, with the first sale reported on June 23, 2026.

The issuer reports total securities sold of $21,835,000 USD and $3,165,000 USD remaining to be sold. The securities offered include debt instruments and related rights to acquire other securities. The notice reports finders' fees of $0. A total of $2,000,000 of proceeds was used to repay in full the aggregate amount outstanding under a convertible debenture held by related person Ed Schutter that matured on June 23, 2026.

TerrAscend Corp. is asking shareholders to approve a special resolution authorizing a share consolidation across all classes of shares within a flexible range. The Board could consolidate each of the 309,175,647 outstanding Common Shares, along with Exchangeable and Preferred Shares, into one post-consolidation share for every five to twenty pre-consolidation shares, at any time up to August 24, 2027.

The Board says the main goal is to support a broader capital markets strategy, including the possibility of applying to list the Common Shares on a major U.S. exchange such as the NYSE or Nasdaq, which require a minimum bid price of $4.00 per share. The Board believes a higher per‑share price could expand the investor base, reduce perceived volatility and help attract and retain employees, while stressing that there is no assurance the consolidation will raise or sustain the share price or result in a U.S. listing.

If approved, the Board may, but is not required to, implement the consolidation at a chosen ratio; fractional shares would be cancelled for no consideration. Voting requires a two‑thirds majority of votes cast, and the Board unanimously recommends voting in favor.

TerrAscend Corp. has filed a preliminary proxy statement for an August 24, 2026 special shareholders’ meeting to vote on a share consolidation of its common, exchangeable and preferred shares. The board may set a ratio between one-for-five and one-for-twenty, with timing at its discretion within 12 months of approval.

The company states the consolidation is intended to help meet minimum share price requirements for a potential listing on a major U.S. stock exchange. TerrAscend also redefined its reportable segments to New Jersey, Maryland, Pennsylvania and All other segments, and has recast prior-period segment data without changing previously reported consolidated financial statements.

TerrAscend Corp. director Craig A. Collard reported compensation-related option changes. He received an award of 150,000 employee share options, each allowing purchase of one common share at an exercise price of $0.26 per share, expiring on April 24, 2029.

In a separate transaction on the same date, he disposed of 150,000 existing employee share options back to the issuer at an exercise price of $6.44 per share, also expiring on April 24, 2029. These are non-market transactions reflecting option grant and return to the company, not open-market buying or selling of common shares.

TerrAscend Corp.’s Chief People and Legal Officer, Lynn K. Gefen, reported compensation-related option changes involving employee share options tied to common shares. On the reported date, she received 325,000 options with a $0.2600 exercise price expiring on November 20, 2034, while 325,000 previously held options with a $0.8600 exercise price and the same expiration date were returned to the issuer.

She also received 281,250 options at an exercise price of $0.2600 expiring on September 23, 2032, replacing 281,250 options at $1.3200 with that expiration. In a similar adjustment, she received 275,000 options at $0.2600 expiring on May 25, 2032, while 275,000 options at $3.9020 with that expiration were disposed of to the issuer. The filing does not show any open-market stock purchases or sales.

TerrAscend Corp. President and CEO Ziad Ghanem reported compensation-related option changes. He received two new employee share option grants for a total of 675,000 options to buy Common Shares at an exercise price of $0.26 per share, with expirations in 2032. On the same date, he disposed of (returned to the issuer) 675,000 previously held options with higher exercise prices of $1.32 and $5.55 per share. These are non-market, administrative equity award adjustments rather than open-market share purchases or sales.

TerrAscend Corp. director Edward J. Schutter acquired secured convertible debentures with an aggregate principal amount of $1,000,000 in a private placement that closed on June 23, 2026. The debentures bear interest at 8.00% per year, payable quarterly in arrears in cash or, at the company’s election, by adding interest to principal.

The debentures are convertible into Common Shares at a conversion price of $0.87 per share, representing 1,149,425 underlying Common Shares. They mature on September 30, 2031. After these transactions, Schutter directly holds 2,451,337 Common Shares. The filing also updates his holdings to remove 2,000 earlier convertible debentures that had matured and were repaid entirely in cash.