0001778129false00-0000000NONE00017781292026-06-292026-06-29
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 29, 2026 |
TerrAscend Corp.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Canada |
000-56363 |
Not applicable |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
77 City Centre Drive Suite 501 |
|
Mississauga, Ontario, Canada |
|
L5B 1M5 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 844 628-3100 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)* |
|
Name of each exchange on which registered
|
N/A |
|
TSNDF |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF”.
Item 8.01 Other Events.
Preliminary Proxy Statement Press Release
On June 29, 2026, TerrAscend Corp. (the "Company") issued a press release announcing the filing of a preliminary proxy statement for a special meeting of shareholders to vote on a proposal for a share consolidation of the Company’s issued and outstanding common shares, exchangeable shares and preferred shares (the “Share Consolidation”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Additional Information and Where to Find It
In connection with the proposed Share Consolidation, the Company has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) and with the Canadian securities regulators under the Company’s profile on SEDAR+. The Company intends to file a definitive proxy statement on Schedule 14A with the SEC and mail or otherwise furnish it to its shareholders. THIS COMMUNICATION IS NOT INTENDED TO, AND DOES NOT, CONTAIN ALL INFORMATION MATERIAL TO A VOTING DECISION AND IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT OR ANY OTHER DOCUMENT THAT THE COMPANY MAY FILE WITH THE SEC OR SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE PROPOSED SHARE CONSOLIDATION. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED SHARE CONSOLIDATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SHARE CONSOLIDATION AND RELATED MATTERS. Shareholders may obtain a free copy of the definitive proxy statement (when available) and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov and with the Canadian securities regulators under the Company’s profile on SEDAR+ at www.sedarplus.ca. Copies of the proxy statement and other documents filed by the Company with the SEC and on SEDAR+ will also be available free of charge at ir.terrascend.com or by contacting the Company’s Investor Relations department at IR@terrascend.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Share Consolidation. Information about the Company’s directors and executive officers, including a description of their direct or indirect interests, is set forth in the preliminary proxy statement filed with the SEC on June 25, 2026, and will be set forth in the definitive proxy statement for the Special Meeting when it is filed with the SEC and with the Canadian securities regulators under the Company’s profile on SEDAR+. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials filed with the SEC and on SEDAR+ in connection with the proposed Share Consolidation. These documents may be obtained free of charge from the sources indicated above.
Segment Information
Following further evaluation of the aggregation criteria under Accounting Standards Codification 280, Segment Reporting, the Company determined that it operates under three reportable segments consisting of New Jersey, Maryland and Pennsylvania, with operations in other states presented within All other segments. Accordingly, the Company is recasting certain historical segment information as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 12, 2026 (the "Annual Report"), and in the Quarterly Report on Form 10-Q for the period ended March 31, 2026, as filed with the SEC on May 7, 2026 (the "Quarterly Report" and, together with the Annual Report, the "Original Reports").
The information included in this Form 8-K is presented for informational purposes only in connection with the change in segment presentation as described above and does not amend or restate the Company’s previously issued consolidated financial statements included in the Annual Report or Quarterly Report. The change in segment presentation has no impact on the Company’s historical consolidated balance sheets, statement of operations and comprehensive loss, statements of changes in shareholders' equity or statements of cash flows. This filing does not reflect any subsequent information or events occurring after the filing dates of the Original Reports, other than adjustments to retrospectively recast the Company's segment presentation. Therefore, this Current Report on Form 8-K should be read in conjunction with the Original Reports, as filed.
Exhibits 99.2 and 99.3 to this Form 8-K provide unaudited recast segment information to reflect the Company’s revised reportable segment presentation as it relates to the Annual Report and Quarterly Report, respectively. The information included in Exhibits 99.2 and 99.3 is provided for informational purposes only and is limited to the revised segment information presented therein. References in the Original Reports to the Company operating as one reportable segment should be read in conjunction with the Company’s revised reportable segment presentation reflected in Exhibits 99.2 and 99.3, as applicable. Conforming updates to such references are not separately presented in these exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
99.1 |
|
Press Release, dated June 29, 2026. |
|
|
|
99.2 |
|
Unaudited recast of segment information for the years ended December 31, 2025, 2024, and 2023. |
|
|
|
99.3 |
|
Unaudited recast of segment information for the periods ended March 31, 2026 and 2025. |
Forward-Looking Statements
This Current Report on Form 8-K contains information that includes or is based upon “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, including statements with respect to the Company’s expectations regarding the proposed Share Consolidation, including the anticipated timing and receipt of shareholder approval; the anticipated impact of cannabis-related regulatory developments, including the possibility that such developments may provide a pathway toward a potential listing on a major U.S. stock exchange; the Company’s qualifications to list on a major U.S. stock exchange, and the anticipated benefits of the Share Consolidation for the Company’s shareholders and investor base. Forward-looking statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements, including but not limited to: the Company’s ability to attract, motivate, and retain key employees and manage its growth; regulatory developments and macroeconomic issues; current and future market conditions; the risk that shareholder approval for the Share Consolidation is not obtained; the risk that the Company does not become eligible to list on a major U.S. stock exchange, the risk that listing on a major U.S. stock exchange is not achieved; the risk that the proposed Share Consolidation does not achieve the anticipated benefits; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and other risks and uncertainties as described under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, including the most recent Annual Report on Form 10-K, and the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. All forward-looking statements are based on management’s current estimates, projections, and assumptions, and the Company undertakes no obligation to correct or update any such statements, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
TerrAscend Corp. |
|
|
|
|
Date: |
June 29, 2026 |
By: |
/s/ Eric Jackson |
|
|
|
Eric Jackson
Chief Financial Officer |
TerrAscend Files Preliminary Proxy Statement for Special Meeting of Shareholders in Preparation for Uplisting to US Exchange
TORONTO, June 29, 2026 - TerrAscend Corp. (the “Company”) (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis operator, today announced that it has filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the U.S. Securities and Exchange Commission (the "SEC") and on SEDAR+ in connection with its Special Meeting of Shareholders (the "Special Meeting") to be held on August 24, 2026. The record date for the Special Meeting is June 30, 2026.
At the Special Meeting, shareholders of the Company who are entitled to a vote (the “Voting Shareholders”) will be asked to vote on a proposal to consolidate the Company’s issued and outstanding common shares (the “Common Shares”), exchangeable shares and preferred shares (the "Share Consolidation"), at a ratio to be determined by the board of directors of the Company (the “Board”) within a range of one post-consolidation share for every five to twenty outstanding pre-consolidation shares, with the exact ratio and timing to be set at the Board’s discretion, at any time within 12 months after the date that such proposal is approved by Voting Shareholders.
“The regulatory progress that has occurred over the past several months is real and meaningful. We believe uplisting to a major U.S. exchange is no longer a question of if, it is a question of when,” said Jason Wild, Executive Chairman of the Company. “We have been positioning the Company for this moment since 2022 when we became an SEC filer. Recently, we have been in consultation with the U.S. stock exchanges. Our Special Meeting is the next step in this process, and the Board recommends Voting Shareholders to vote FOR the Share Consolidation.”
The Share Consolidation is intended to position the Company to meet applicable minimum share price requirements established by major U.S. stock exchanges. The Company’s financial statements are already prepared in accordance with U.S. GAAP, its shares are registered with the SEC and quoted on the OTCQX, and its consolidated entities are subject to U.S. federal and state laws.
The Preliminary Proxy Statement is available at ir.terrascend.com and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Voting Shareholders of record as of June 30, 2026, will be entitled to vote at the Special Meeting. The Company intends to mail a notice of internet availability to all Voting Shareholders on July 15, 2026. The proxy voting deadline is 1:00 p.m. (Eastern Time) on August 20, 2026.
About TerrAscend Corp.
TerrAscend Corp. is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, and California through TerrAscend Growth Corp. (together with the Company and its consolidated entities, (“TerrAscend”) and retail operations in Canada. TerrAscend operates The Apothecarium and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns or licenses several synergistic businesses and brands including The Apothecarium, Cookies, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana, and Valhalla Confections. For more information visit www.terrascend.com.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. On April 23, 2026, the U.S. Department of Justice issued a final rule rescheduling marijuana contained in United States Food and Drug Administration (“FDA”)-approved drug products and marijuana subject to a state medical marijuana license from Schedule I to Schedule III of the
Controlled Substances Act (“CSA”). However, any form of marijuana other than in an FDA-approved drug product or marijuana subject to a state medical marijuana license remains a Schedule I controlled substance under the CSA, and those who handle such material remain subject to the regulatory controls and administrative, civil, and criminal sanctions applicable to Schedule I controlled substances. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and includes, but is not limited to, statements with respect to the Company’s expectations regarding the proposed Share Consolidation, including the anticipated timing and receipt of shareholder approval; the anticipated impact of cannabis-related regulatory developments, including the possibility that such developments may provide a pathway toward a potential listing on a major U.S. stock exchange; the Company’s qualifications to list on a major U.S. stock exchange, and the anticipated benefits of the Share Consolidation for the Company’s shareholders and investor base. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; the risk that shareholder approval for the Share Consolidation is not obtained; the risk that the Company does not become eligible to list on a major U.S. stock exchange, the risk that listing on a major U.S. stock exchange is not achieved; the risk that the proposed Share Consolidation does not achieve the anticipated benefits, including the risk that the Share Consolidation may not increase the trading price of the Common Shares or that any increase in the trading price will be sustained; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and in the section titled "Risk Factors" in the Company’s Annual Report for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 12, 2026, as updated by its Quarterly Reports on Form 10-Q and the risk factors set out in the Preliminary Proxy Statement filed with the SEC on June 25, 2026.
The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.
Important Additional Information and Where to Find It
In connection with the proposed Share Consolidation, the “Company has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). The Company intends to file a definitive proxy statement on Schedule 14A with the SEC and mail or otherwise furnish it to its shareholders. THIS COMMUNICATION IS NOT INTENDED TO, AND DOES NOT, CONTAIN ALL INFORMATION MATERIAL TO A VOTING DECISION AND IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT OR ANY OTHER DOCUMENT THAT THE COMPANY MAY FILE WITH THE SEC OR SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE PROPOSED SHARE CONSOLIDATION. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED SHARE CONSOLIDATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SHARE CONSOLIDATION AND RELATED MATTERS. Shareholders may obtain a free copy of the proxy statement (when available) and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. Copies of the proxy statement and other documents filed by the Company with the SEC will also be available free of charge at ir.terrascend.com or by contacting the Company’s Investor Relations department at IR@terrascend.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Share Consolidation. Information about the Company’s directors and executive officers, including a description of their direct or indirect interests, is set forth in the preliminary proxy statement filed with the SEC on June 25, 2026, and will be set forth in the definitive proxy statement for the Special Meeting when it is filed with the SEC. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials filed with the SEC in connection with the proposed Share Consolidation. These documents may be obtained free of charge from the sources indicated above.
For more information regarding TerrAscend:
Eric Jackson
Chief Financial Officer
IR@terrascend.com
689-345-4114
Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
TerrAscend@KCSA.com
212-896-1254
The information included in this Form 8-K is presented for informational purposes only in connection with the change in segment presentation as described above and does not amend or restate the Company’s previously issued consolidated financial statements included in the Annual Report or Quarterly Report. The change in segment presentation has no impact on the Company’s historical consolidated balance sheets, statement of operations and comprehensive loss, statements of changes in shareholders' equity or statements of cash flows. This filing does not reflect any subsequent information or events occurring after the filing dates of the Original Reports, other than adjustments to retrospectively recast the Company's segment presentation. Therefore, this Current Report on Form 8-K should be read in conjunction with the Original Reports, as filed.
Operating Segment
The Company manages its operations through state-level operating segments, focused on the production and sale of cannabis products and regularly monitors for changes in facts and circumstances that may affect its determination of operating segments. The Company has three reportable segments consisting of New Jersey, Maryland, and Pennsylvania. Operations in other states did not meet the quantitative threshold and are presented within All other segments. The Chief Operating Decision Maker (“CODM”) was determined to be the Chief Executive Officer of the Company. The CODM regularly evaluates the performance of the three reportable segments using gross profit and gross profit margin as its closest measures to GAAP. The CODM monitors these metrics to assess the efficiency of the Company’s production and distribution processes, as well as the effectiveness of pricing strategies.
The following tables summarize financial information for the Company's reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
|
|
|
New Jersey |
|
|
Maryland |
|
|
Pennsylvania |
|
|
All other segments |
|
|
Total |
|
|
|
(In thousands) |
|
Revenue, net |
|
$ |
101,466 |
|
|
$ |
74,574 |
|
|
$ |
64,593 |
|
|
$ |
19,925 |
|
|
$ |
260,558 |
|
Cost of sales (1) |
|
|
41,273 |
|
|
|
31,369 |
|
|
|
39,899 |
|
|
|
11,693 |
|
|
$ |
124,234 |
|
Gross Profit |
|
$ |
60,193 |
|
|
$ |
43,205 |
|
|
$ |
24,694 |
|
|
$ |
8,232 |
|
|
$ |
136,324 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,303 |
|
Interest and accretion expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,291 |
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
753 |
|
Income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin (2) |
|
|
59.3 |
% |
|
|
57.9 |
% |
|
|
38.2 |
% |
|
|
41.3 |
% |
|
|
52.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
|
|
|
New Jersey |
|
|
Maryland |
|
|
Pennsylvania |
|
|
All other segments |
|
|
Total |
|
|
|
(In thousands) |
|
Revenue, net |
|
$ |
122,263 |
|
|
$ |
64,828 |
|
|
$ |
62,427 |
|
|
$ |
18,560 |
|
|
$ |
268,078 |
|
Cost of sales (1) |
|
|
44,351 |
|
|
|
35,444 |
|
|
|
42,540 |
|
|
|
9,876 |
|
|
$ |
132,211 |
|
Gross Profit |
|
$ |
77,912 |
|
|
$ |
29,384 |
|
|
$ |
19,887 |
|
|
$ |
8,684 |
|
|
$ |
135,867 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,946 |
|
Interest and accretion expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,339 |
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
339 |
|
Income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin (2) |
|
|
63.7 |
% |
|
|
45.3 |
% |
|
|
31.9 |
% |
|
|
46.8 |
% |
|
|
50.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2023 |
|
|
|
New Jersey |
|
|
Maryland |
|
|
Pennsylvania |
|
|
All other segments |
|
|
Total |
|
|
|
(In thousands) |
|
Revenue, net |
|
$ |
131,504 |
|
|
$ |
36,908 |
|
|
$ |
61,117 |
|
|
$ |
20,980 |
|
|
$ |
250,509 |
|
Cost of sales (1) |
|
|
40,276 |
|
|
|
21,933 |
|
|
|
39,049 |
|
|
|
11,234 |
|
|
$ |
112,492 |
|
Gross Profit |
|
$ |
91,228 |
|
|
$ |
14,975 |
|
|
$ |
22,068 |
|
|
$ |
9,746 |
|
|
$ |
138,017 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,281 |
|
Interest and accretion expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,053 |
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,924 |
|
Income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4,241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin (2) |
|
|
69.4 |
% |
|
|
40.6 |
% |
|
|
36.1 |
% |
|
|
46.5 |
% |
|
|
55.1 |
% |
(1) Depreciation and amortization included in Cost of sales for the years ended December 31, 2025, 2024 and 2023 was $2,031, $2,046 and $1,876 for New Jersey, $2,377, $2,247 and $2,043 for Maryland, $5,483, $5,494 and $5,611 for Pennsylvania, and $325, $330, and $281 for All other segments, respectively.
(2) The calculation of Gross profit margin is Revenue, net less Cost of sales, divided by Revenue, net.
Assets
Information about total assets by segment is not disclosed because such information is not regularly provided to, or used by the CODM.
Geography
The Company has subsidiaries located in Canada and the United States. For the years ended December 31 2025, 2024, and 2023, net revenue was primarily generated from sales in the United States. The Company's consolidated retail location in Canada generated net revenue of $847, $1,042 and $925 for the years ended December 31, 2025, 2024, and 2023, respectively. Substantially all of the Company's non-current assets are held within its U.S. operations.
The information included in this Form 8-K is presented for informational purposes only in connection with the change in segment presentation as described above and does not amend or restate the Company’s previously issued consolidated financial statements included in the Annual Report or Quarterly Report. The change in segment presentation has no impact on the Company’s historical consolidated balance sheets, statement of operations and comprehensive loss, statements of changes in shareholders' equity or statements of cash flows. This filing does not reflect any subsequent information or events occurring after the filing dates of the Original Reports, other than adjustments to retrospectively recast the Company's segment presentation. Therefore, this Current Report on Form 8-K should be read in conjunction with the Original Reports, as filed.
Operating Segment
The Company manages its operations through state-level operating segments, focused on the production and sale of cannabis products and regularly monitors for changes in facts and circumstances that may affect its determination of operating segments. The Company has three reportable segments consisting of New Jersey, Maryland, and Pennsylvania. Operations in other states did not meet the quantitative threshold and are presented within All other segments. The Chief Operating Decision Maker (“CODM”) was determined to be the Chief Executive Officer of the Company. The CODM regularly evaluates the performance of the three reportable segments using gross profit and gross profit margin as its closest measures to GAAP. The CODM monitors these metrics to assess the efficiency of the Company’s production and distribution processes, as well as the effectiveness of pricing strategies.
The following tables summarize financial information for the Company's reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
New Jersey |
|
|
Maryland |
|
|
Pennsylvania |
|
|
All other segments |
|
|
Total |
|
|
|
(In thousands) |
|
Revenue, net |
|
$ |
24,849 |
|
|
$ |
18,343 |
|
|
$ |
17,123 |
|
|
$ |
5,224 |
|
|
$ |
65,539 |
|
Cost of sales (1) |
|
|
10,359 |
|
|
|
7,452 |
|
|
|
10,102 |
|
|
|
3,024 |
|
|
$ |
30,937 |
|
Gross Profit |
|
$ |
14,490 |
|
|
$ |
10,891 |
|
|
$ |
7,021 |
|
|
$ |
2,200 |
|
|
$ |
34,602 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,081 |
|
Interest and accretion expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,753 |
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,653 |
) |
Income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin (2) |
|
|
58.3 |
% |
|
|
59.4 |
% |
|
|
41.0 |
% |
|
|
42.1 |
% |
|
|
52.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
|
|
New Jersey |
|
|
Maryland |
|
|
Pennsylvania |
|
|
All other segments |
|
|
Total |
|
|
|
(In thousands) |
|
Revenue, net |
|
$ |
26,894 |
|
|
$ |
18,507 |
|
|
$ |
15,107 |
|
|
$ |
3,795 |
|
|
$ |
64,303 |
|
Cost of sales (1) |
|
|
10,586 |
|
|
|
7,791 |
|
|
|
8,960 |
|
|
|
2,285 |
|
|
$ |
29,622 |
|
Gross Profit |
|
$ |
16,308 |
|
|
$ |
10,716 |
|
|
$ |
6,147 |
|
|
$ |
1,510 |
|
|
$ |
34,681 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,438 |
|
Interest and accretion expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,419 |
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
982 |
|
Income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin (2) |
|
|
60.6 |
% |
|
|
57.9 |
% |
|
|
40.7 |
% |
|
|
39.8 |
% |
|
|
53.9 |
% |
(1) Depreciation and amortization included in Cost of sales for the three months ended March 31, 2026 and 2025 was $555 and $505 for New Jersey, $618 and $567 for Maryland, $1,336 and $1,504 for Pennsylvania, and $83 and $81 for All other segments, respectively.
(2) The calculation of Gross profit margin is Revenue, net less Cost of sales, divided by Revenue, net.
Assets
Information about total assets by segment is not disclosed because such information is not regularly provided to, or used by the CODM.
Geography
The Company has subsidiaries located in Canada and the United States. For the three months ended March 31, 2026 and 2025, net revenue was primarily generated from sales in the United States. The Company's consolidated retail location in Canada generated net revenue of $169 and $178 for the three months ended March 31, 2026 and March 31, 2025, respectively. Substantially all of the Company's non-current assets are held within its U.S. operations.
