{"url_path":"/sec/tsndf/8-k/2026-06-29/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1778129/0001193125-26-288696-index.html","accession_number":"0001193125-26-288696","cik":"0001778129","ticker":"TSNDF","issuer_name":"TerrAscend Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1778129/0001193125-26-288696-index.html","primary_entity_key":"0001778129","primary_entity_name":"TerrAscend Corp."},"word_count":840,"has_tables":true,"body_markdown":"## Item 8.01 Other Events.\n\nPreliminary Proxy Statement Press Release\n\n \n\nOn 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.\n\n \n\nImportant Additional Information and Where to Find It\n\n \n\nIn 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.\n\n \n\nParticipants in the Solicitation\n\n \n\nThe 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.\n\n \n\nSegment Information\n\n \n\nFollowing 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\").\n\n \n\nThe 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.\n\n \n\nExhibits 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."}