TerrAscend Corp
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
Financial Statements
The accompanying Index to Consolidated Financial Statements on page F-1 of this Annual Report is provided in response to this item and is incorporated into this item by reference.
List of Financial Statement Schedules.
All schedules are omitted because the required information is either not present, not present in material amounts or presented within the Consolidated Financial Statements.
(b)
The exhibits listed in the following “Exhibit Index” are filed, furnished or incorporated by reference as part of this Annual Report.
Exhibit Index
| Incorporated By Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Title · Form · File No. · Exhibit · Filing Date · Filed or FurnishedHerewith | |||||
| 2.1* | Arrangement Agreement, dated October 8, 2018, by and among TerrAscend Corp., Canopy Growth Corporation, Canopy Rivers Corporation, JW Opportunities Master Fund, Ltd., JW Partners, LP and Pharmaceutical Opportunities Fund, LP. | 10-12G | 000-56363 | 2.1 | 11/2/2021 |
| 2.2* | Securities Purchase Agreement, dated February 10, 2019, by and among BTHHM Berkeley, LLC, PNB Noriega, LLC, V Products, LLC, certain limited liability company interest holders of each of the forgoing entities, Michael Thomsen and TerrAscend Corp. and WDB Holding CA, Inc. | 10-12G | 000-56363 | 2.2 | 11/2/2021 |
| 2.3*† | Securities Purchase Agreement, dated February 10, 2019, by and among RHMT, LLC, Deep Thought, LLC, Howard Street Partners, LLC, certain limited liability company interest holders of each of the forgoing entities, Michael Thomsen, and TerrAscend Corp. and WDB Holding CA, Inc. | 10-12G | 000-56363 | 2.3 | 11/2/2021 |
| 2.4* | Securities Purchase and Exchange Agreement, dated August 1, 2019, by and among Ilera Holdings LLC, Mera I LLC, Mera II LLC, TerrAscend Corp., WDB Holding PA, Inc. and Osagie Imasogie. | 10-12G | 000-56363 | 2.4 | 11/2/2021 |
| 2.5* | Membership Interest Purchase Agreement, dated August 31, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC and Seller. | 10-12G | 000-56363 | 2.7 | 11/2/2021 |
| 2.6 | First Amendment to Membership Interest Purchase Agreement, dated November 9, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC and Seller. | 10-12G/A | 000-56363 | 2.8 | 12/22/2021 |
| 2.7† | Second Amendment to Membership Interest Purchase Agreement, dated March 8, 2022, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital, LLC, AEY Thrive, LLC, Seller and Gage Growth Corp. | 8-K | 000-56363 | 10.1 | 03/14/2022 |
| 2.8* | Arrangement Agreement, dated August 31, 2021, by and between TerrAscend Corp. and Gage Growth Corp. | 10-12G | 000-56363 | 2.6 | 11/2/2021 |
| 2.9 | Amending Agreement, dated October 4, 2021, by and between TerrAscend Corp. and Gage Growth Corp. | 10-12G | 000-56363 | 2.8 | 11/2/2021 |
| 2.10 | Second Amending Agreement, dated March 8, 2022, by and between TerrAscend Corp. and Gage Growth Corp. | 8-K | 000-56363 | 10.2 | 03/14/2022 |
| 3.1 | Articles of TerrAscend Corp., dated March 7, 2017. | 10-12G | 000-56363 | 3.1 | 11/2/2021 | |
| 3.2 | Articles of Amendment to the Articles of TerrAscend Corp., dated November 30, 2018. | 10-12G/A | 000-56363 | 3.2 | 12/22/2021 | |
| 3.3 | Articles of Amendment to the Articles of TerrAscend Corp., dated May 22, 2020. | 10-12G/A | 000-56363 | 3.3 | 12/22/2021 | |
| 3.4 | By-laws of TerrAscend Corp., dated March 7, 2017. | 10-12G | 000-56363 | 3.3 | 11/2/2021 | |
| 4.1 | Description of Securities. | X | ||||
| 4.2 | Form of Warrant Certificate dated November, 2019. | 10-K | 000-56363 | 4.3 | 03/16/2023 | |
| 4.3 | Form of Affiliate Gage Growth Corp. Replacement Warrants dated March, 2022. | 10-K | 000-56363 | 4.5 | 03/16/2023 | |
| 4.4 | Form of Non-Affiliate Gage Growth Corp. Replacement Warrants dated March, 2022. | 10-K | 000-56363 | 4.6 | 03/16/2023 | |
| 4.5 | Form of Warrant Certificate dated December, 2022. | 10-K | 000-56363 | 4.7 | 03/16/2023 | |
| 4.6 | Warrant Indenture. | 10-K | 000-56363 | 4.1 | 06/29/2023 | |
| 10.1 | Form of Voting Support Agreement. | 10-12G | 000-56363 | 10.1 | 11/2/2021 | |
| 10.2* | Subscription Agreement, dated April 20, 2023, by and between TerrAscend Growth Corp. and TerInvest LLC. | 8-K/A | 000-56363 | 10.1 | 04/26/2023 | |
| 10.3* | Protection Agreement, dated April 20, 2023, by and between TerrAscend Growth Corp. and TerrAscend Corp. | 8-K/A | 000-56363 | 10.2 | 04/26/2023 | |
| 10.4* | Form of Subscription Agreement for Equity Offering. | 8-K | 000-56363 | 10.1 | 06/29/2023 | |
| 10.5* | Form of Subscription Agreement for Equity Offering with Registered Broker-Dealer. | 8-K | 000-56363 | 10.2 | 06/29/2023 | |
| 10.6* | Form of Subscription Agreement for Debenture Offering. | 8-K | 000-56363 | 10.3 | 06/29/2023 | |
| 10.7* | Form of Convertible Debenture. | 8-K | 000-56363 | 10.4 | 06/29/2023 | |
| 10.8 | Credit Agreement, dated December 18, 2020, by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC, as Administrative Agent. | 10-12G | 000-56363 | 10.3 | 11/2/2021 | |
| 10.9 | Amendment No. 1 to Credit Agreement, dated April 28, 2022, by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC, as Administrative Agent and Collateral Agent. | 10-Q | 000-56363 | 10.7 | 08/11/2022 | |
| 10.10 | Amendment No. 2 to Credit Agreement, dated November 11, 2022, by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom | 10-K | 000-56363 | 10.4 | 03/16/2023 | |
| Agency Services LLC, as Administrative Agent and Collateral Agent. | ||||||
|---|---|---|---|---|---|---|
| 10.11 | Amendment No. 3 to Credit Agreement, dated December 15, 2022, by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC, as Administrative Agent and Collateral Agent. | 10-K | 000-56363 | 10.5 | 03/16/2023 | |
| 10.12 | Amendment No. 4 to Credit Agreement, dated March 15, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent. | 10-K | 000-56363 | 10.6 | 03/16/2023 | |
| 10.13 | Amendment No. 5 to Credit Agreement, dated April 17, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent. | 10-Q | 000-56363 | 10.7 | 08/10/2023 | |
| 10.14 | Amendment No. 6 to Credit Agreement, dated June 22, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent. | 10-Q | 000-56363 | 10.8 | 08/10/2023 | |
| 10.15 | Amendment No. 7 to Credit Agreement, dated December 5, 2023 by and among WDB Holding PA, Inc., the Loan Parties party thereto and Acquiom Agency Services LLC as Administrative Agent and Collateral Agent. | X | ||||
| 10.16 | Credit Agreement, dated November 2, 2021, by and among Gage Growth Corp. and its subsidiaries, as Borrowers, and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent. | 10-K | 000-56363 | 10.21 | 03/17/2022 | |
| 10.17* | Joinder, First Amendment to Credit Agreement and Security Agreements and Consent, dated as of August 10, 2022, among WDB Holding MI, Inc., Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., other borrower and lender parties thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders and Chicago Atlantic, as collateral agent for the secured parties thereto. | 10-Q | 000-56363 | 10.8 | 11/14/2022 | |
| 10.18 | Joinder and Second Amendment to Credit Agreement and Security Agreements and Consent, dated November 29, 2022, by and among WDB Holding MI, Inc., Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., the borrowers and lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders and as collateral agent for the secured parties thereto. | 10-K | 000-56363 | 10.9 | 03/16/2023 | |
| 10.19 | Third Amendment to Credit Agreement and Security Agreements and Consent, dated as of June 9, 2023, | 10-Q | 000-56363 | 10.9 | 08/10/2023 | |
| among Gage Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., WDB Holding MI, Inc., the other Borrowers party thereto, the Lenders party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent for the Lenders and Chicago Atlantic, as Collateral Agent for the Secured Parties thereto. | ||||||
|---|---|---|---|---|---|---|
| 10.20 | Loan Agreement, dated October 11, 2022, by and among subsidiaries of TerrAscend Corp., TerrAscend NJ LLC, HMS Processing LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, and Pelorus Fund REIT, LLC, as Lender. | 10-K | 000-56363 | 10.10 | 03/16/2023 | |
| 10.21 | Amendment No. 1, dated April 17, 2023, by and among TerrAscend NJ LLC, HMS Processing, LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, TerrAscend Corp. and TerrAscend USA, Inc., Well and Good, Inc. and WDB Holding MD, Inc., as Guarantors, and Pelorus Fund REIT, LLC, as Lender. | 10-Q | 000-56363 | 10.10 | 08/10/2023 | |
| 10.22 | Amendment No. 2, dated June 22, 2023, by and among TerrAscend NJ LLC, HMS Processing, LLC, HMS Hagerstown, LLC, HMS Health, LLC, as Borrowers, TerrAscend Corp. and TerrAscend USA, Inc., Well and Good, Inc. and WDB Holding MD, Inc., as Guarantors, and Pelorus Fund REIT, LLC, as Lender. | 10-Q | 000-56363 | 10.11 | 08/10/2023 | |
| 10.23 | Amendment No. 3 to Loan Agreement, dated November 29, 2023, by and among TerrAscend NJ LLC, HMS Processing, LLC, HMS Hagerstown, LLC, and HMS Health, LLC, as Borrowers, TerrAscend Corp. and TerrAscend USA, Inc., Well and Good, Inc. and WDB Holdings MD, Inc., as Guarantors, and Pelorus Fund REIT, LLC, as Lender. | X | ||||
| 10.24 | Promissory Note, dated October 11, 2022, by and among TerrAscend Corp., TerrAscend NJ LLC, BWH NJ LLC and Blue Marble Ventures LLC. | 10-K | 000-56363 | 10.11 | 03/16/2023 | |
| 10.25 | Debt Settlement Agreement, dated December 9, 2022, by and among TerrAscend Corp., Arise Bioscience, Inc., Canopy USA, LLC, Canopy USA I Limited Partnership and Canopy USA III Limited Partnership. | 10-K | 000-56363 | 10.12 | 03/16/2023 | |
| 10.26# | Executive Employment Agreement, dated March 29, 2023, by and between TerrAscend USA, Inc. and Ziad Ghanem. | 8-K | 000-56363 | 10.1 | 03/31/2023 | |
| 10.27# | Amended and Restated Employment Agreement, dated November 9, 2023, by and between TerrAscend USA, Inc, and Keith Stauffer. | 10-Q | 000-56363 | 10.1 | 11/09/2023 | |
| 10.28# | Employment Agreement, dated May 23, 2022, by and between TerrAscend Corp. and Lynn Gefen. | 10-Q | 000-56363 | 10.2 | 11/09/2023 | |
| 10.29# | Form of Indemnity Agreement. | 10-12G | 000-56363 | 10.15 | 11/2/2021 | |
| 10.30# | TerrAscend Corp. Stock Option Plan. | X | ||||
| 10.31# | Form of Option Agreement. | X | ||||
| 10.32# | TerrAscend Corp. Share Unit Plan. | X | ||||
| 10.33# | Form of Share Unit Agreement. | X | ||||
| 21.1 | List of Subsidiaries of TerrAscend Corp. | X | ||||
| 23.1 | Consent of MNP LLP. | X | ||||
| 24.1 | Power of Attorney (contained in the signature page to this Annual report on Form 10-K). | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||
- Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information of the Company treats as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.