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  4. [D] TerrAscend Corp. SEC Filing

TerrAscend Corp. (TSNDF) directs $2,000,000 to repay debenture

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Total Amount Sold $21,835,000 USD Aggregate amount of securities sold in the exempt offering
Total Remaining to be Sold $3,165,000 USD Portion of the exempt offering not yet sold
Proceeds Used to Repay Convertible Debenture $2,000,000 Amount of proceeds used to repay a convertible debenture held by Ed Schutter
Finders' Fees $0 USD Reported finders' fees expenses for the offering
Date of First Sale 2026-06-23 First sale date reported for the Rule 506(b) exempt offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Notice of Exempt Offering of Securities regulatory
"FORM D Notice of Exempt Offering of Securities"
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
convertible debenture financial
"outstanding under a convertible debenture held by Ed Schutter"
A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.
accredited investors financial
"sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
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FAQ

How much has TerrAscend Corp. (TSNDF) sold in its exempt offering?
TerrAscend has sold $21,835,000 USD of securities in its Regulation D exempt offering. The notice also shows $3,165,000 USD of securities remaining to be sold under the same Rule 506(b) offering structure.

What exemption is TerrAscend Corp. (TSNDF) using for this securities sale?
TerrAscend is relying on Rule 506(b) of Regulation D for its exempt securities offering. This rule permits certain private placements to accredited investors and others without a full public registration, subject to specific conditions and disclosure requirements.

When did TerrAscend Corp. (TSNDF) first sell securities in this offering?
The first sale in TerrAscend’s exempt offering occurred on June 23, 2026. That date marks the beginning of reported sales under this Rule 506(b) Regulation D notice for the company’s current securities offering.

Does TerrAscend Corp. (TSNDF) report any finder’s fees in this Form D offering?
TerrAscend reports $0 USD in finder’s fees for this exempt securities offering. The disclosure specifically lists the amount of finders’ fees expenses as zero, indicating no such payments in connection with the reported sales.

What is the total amount TerrAscend Corp. (TSNDF) still plans to sell in this exempt offering?
The notice shows a total of $3,165,000 USD remaining to be sold in TerrAscend’s exempt offering. This figure represents the unsold portion of the securities the company is offering under its current Rule 506(b) Regulation D notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001778129
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
TerrAscend Corp.
Jurisdiction of Incorporation/Organization
ONTARIO, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
TerrAscend Corp.
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Mississauga ONTARIO, CANADA L5B 1M5 844 628-3100

3. Related Persons

Last Name First Name Middle Name
Collard Craig
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
DioGuardi Kara
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Duarte Ira
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Schutter Ed
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Wild Jason
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ghanem Ziad
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Gefen Lynn
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Jackson Eric
Street Address 1 Street Address 2
77 City Centre Drive Suite 501
City State/Province/Country ZIP/PostalCode
Mississauga ONTARIO, CANADA L5B 1M5
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-06-23 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $25,000,000 USD
or Indefinite
Total Amount Sold $21,835,000 USD
Total Remaining to be Sold $3,165,000 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
8

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$2,000,000 USD
Estimate

Clarification of Response (if Necessary):

A total of $2,000,000 in proceeds was used to repay in full the aggregate amount outstanding under a convertible debenture held by Ed Schutter that matured on June 23, 2026.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
TerrAscend Corp. /s/ Eric Jackson Eric Jackson Chief Financial Officer 2026-07-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR