{"url_path":"/sec/tsndf/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1778129/0001193125-26-282981-index.html","accession_number":"0001193125-26-282981","cik":"0001778129","ticker":"TSNDF","issuer_name":"TerrAscend Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1778129/0001193125-26-282981-index.html","primary_entity_key":"0001778129","primary_entity_name":"TerrAscend Corp."},"word_count":995,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nConvertible Debentures\n\n \n\nOn June 23, 2026, TerrAscend Corp. (the “Company”) entered into subscription agreements with certain accredited investors (the “Debenture Subscription Agreements”) in connection with a private placement offering of secured convertible debentures of the Company (the “Debentures”) and closed the initial issuance and sale of 21,702 Debentures at a purchase price of US$1,000 per Debenture, for aggregate gross proceeds of US$21.7 million (the “Debenture Offering”). The Company used approximately US$11.1 million of the gross proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures with a maturity date of June 23, 2026, with the remaining portion of the gross proceeds available for mergers and acquisitions, and the repayment and/or refinancing of indebtedness. The Company also expects to issue up to an additional US$0.5 million in Debentures in the near term as later issuances of the existing convertible debentures mature.\n\nThe Debentures mature on September 30, 2031 (the “Maturity Date”). The Debentures bear interest at a rate of 8.00% per annum, payable quarterly in arrears in cash, beginning on September 30, 2026, provided that the Company may elect to pay all or any portion of such interest in kind by capitalizing the interest as additional principal (“PIK Interest”). Any PIK Interest will accrue at a rate of 9.00% per annum for the first four interest periods in which PIK Interest is paid and at 10.00% per annum for each additional interest period in which PIK Interest is paid; provided that any common shares of the Company (“Common Shares”) that are issuable upon conversion of any PIK Interest added to the principal pursuant to the terms of the Debentures will be subject to Toronto Stock Exchange (the “TSX”) approval. The Debentures are secured by a second lien on certain assets of the U.S. business.\n\nThe Debentures are convertible, in whole or in part, into Common Shares, at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price equal to US$0.87 per Common Share (subject to customary anti-dilution and other adjustments as set forth in the certificate representing the Debenture (the “Debenture Certificate”)). Holders converting their Debentures will receive accrued and unpaid interest in cash on the converted principal for the period from and including the last interest payment date, to but excluding, the date of conversion.\n\n \n\nAt any time after June 23, 2029, if the per share volume weighted average trading price of the Common Shares on the TSX for any consecutive 20-trading-day period equals or exceeds 200% of the then-applicable conversion price, the Company may force conversion of all or a portion of the Debentures at the then-applicable conversion price. The Company may not otherwise voluntarily prepay any Debenture without the prior written consent of the applicable holder. Upon a Change of Control (as defined in the Debenture Certificate), holders may require the Company to repurchase their Debentures for cash or, subject to TSX approval, Common Shares, at the Company’s election, at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.\n\n \n\nThe Debentures are secured by certain personal property assets of TerrAscend USA, Inc. under a subordinated guaranty and security agreement (the “Subordinated Guaranty and Security Agreement”), rank pari passu with each other Debenture and are subordinated to indebtedness and other obligations under the FG Loan Agreement (as defined below). The Debentures include customary events of default, including, among other things, upon specified acceleration or required prepayment events under the FG Loan Agreement; upon specified holder direction, or automatically for certain bankruptcy events, the unpaid principal and accrued and unpaid interest may become immediately due and payable.\n\n \n\nThe form of Debenture Subscription Agreement and the form of Debenture Certificate are filed as Exhibits to this Current Report on Form 8-K. The foregoing summaries of the terms of such documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents, which are incorporated herein by reference.\n\n \n\nFG Loan amendment\n\n \n\nAs previously disclosed, on August 1, 2024, the Company, as guarantor, TerrAscend USA, Inc. and certain subsidiaries and affiliates of the Company, as borrowers, the lenders party thereto and FG Agency Lending LLC, as administrative agent for the lenders (the \"Agent”), entered into a Loan Agreement, dated as of August 1, 2024, which provided for a four-year US$140.0 million senior secured term loan that was upsized on July 8, 2025 by US$79.0 million to US$219.0 million (the “FG Loan” and, such Loan Agreement, as previously amended, the “FG Loan Agreement”). The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. The FG Loan is guaranteed by the Company and is secured by substantially all of the assets of the Company and the borrowers under the FG Loan Agreement.\n\n \n\nOn June 23, 2026, the Company, as guarantor, and certain subsidiaries and affiliates of the Company, as borrowers, entered into Amendment No. 5 to Loan Agreement (the \"Fifth Amendment\") with the lenders party thereto and the Agent, which amended the FG Loan Agreement to permit the Company to issue the Debentures in an aggregate face amount of up to US$25.0 million, enter into the Subordinated Guaranty and Security Agreement, repay approximately $13.0 million of its outstanding existing 9.9% senior unsecured convertible debentures that matured on June 23, 2026, and permit certain additional specified acquisitions and indebtedness.\n\n \n\nOn June 23, 2026, the Company paid a US$10.0 million prepayment on the FG Loan.\n\n \n\nThe foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026."}