{"url_path":"/sec/tsndf/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","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":302,"has_tables":true,"body_markdown":"## Item 3.02 Unregistered Sales of Equity Securities.\n\nThe information set forth under Item 1.01 above is incorporated herein by reference. Based on the US$21.7 million aggregate principal amount of Debentures issued at the initial closing, conversion in full of the principal amount outstanding under such Debentures at the conversion price of US$0.87 would result in the issuance of approximately 24.9 million Common Shares.\n\nThe Debentures, the Common Shares issuable upon conversion of the principal amount outstanding under the Debentures and any Common Shares issuable as interest thereon (subject to TSX approval) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Debentures were offered and sold in reliance upon (i) the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (ii) exemptions from the prospectus requirements in Canada, including National Instrument 45-106 – Prospectus Exemptions, the Securities Act(Ontario) and, where applicable, Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada and (iii) exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Insider Participation as the fair market value (as determined under MI 61-101) of the Insider Participation in the Private Placement is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).\n\nThis Current Report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction."}