TerrAscend Corp.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104975
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-268099
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 149 previous paragraphs and 149 current paragraphs.
83 unchanged; 34 reworded; 26 added; 28 removed; 4 previous and 6 current paragraphs rearranged.
Tables are not compared: 23 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
The Company received additional indications of interest and preliminary offers from potential buyers. These offers, which were below the previously estimated fair value less cost to sell, provided additional evidence about conditions that existed as of the balance sheet date. Accordingly, management concluded this represented a Type I subsequent event under ASC 855, Subsequent Events, and updated the estimated fair value less cost to sell of the Michigan disposal group as of September 30, 2025. The Company recognized an incremental impairment loss of approximately $6,312 within discontinued operations for the three months ended September 30, 2025
Current report
One of the owned properties included in the Michigan disposal group was subsequently leased to a third party under a lease agreement effective November 1, 2025.
Current report
Loss on extinguishment of debt represents the Company's debt that was retired prior to its scheduled maturity at a different amount than the book value and the amount paid.
Current report
The $1,527 decrease in wholesale revenue was primarily attributable to increased competition and continued price compression which resulted in lower average selling prices.
Current report
The $1,467 increase in retail revenue was primarily attributable to acquisitive growth in 2025.
Current report
The decrease of $774, in cost of sales for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was mainly due to cultivation and processing efficiencies, partially offset by higher costs associated with acquisitive growth in 2025.
Current report
The decrease of $3,390 in general and administrative expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, was primarily due to a reduction in share-based compensation in the current period along with a one-time stock-based compensation charge recognized in the prior-year period related to the modification of stock option terms extending the expiration period from five years to ten years.
Current report
The increase of $661 in finance and other expenses for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, was primarily due to an increase of interest and accretion related the additional upsize to the existing FG Loan.
Current report
The loss on derivative liabilities of $723 for the three months ended September 30, 2025 compared with a gain of $669 for the three months ended September 30, 2024, was primarily driven by an increase in the Company’s stock price during the three months ended September 30, 2025 which resulted in a higher fair value of the derivative instruments and increase in the liability.
Current report
The loss on extinguishment of debt for the three months ended September 30, 2025 and three months ended September 30, 2024 related to the original issuance and subsequent upsizing of the FG Loan, which resulted in the extinguishment of the majority of the Company’s outstanding debt and the write-off of associated deferred financing costs.
Current report
The decrease of $2,239 from $13,273 for the three months ended September 30, 2024 compared to $11,034 for the three months ended September 30, 2025 was primarily driven by higher deductibility of interest offset by accrued interest and penalties.
Current report
The loss from discontinued operations, net of tax increased from $5,583 for the three months ended September 30, 2024 to $14,647 for the three months ended September 30, 2025. This was primarily due to a $6,312 impairment charge attributable to subsequent offers from market participants. The remaining increase in loss was primarily due to the termination of certain leases and inventory impairments.
Current report
Results of Operations - Nine Months Ended September 30, 2025 and September 30, 2024
Current report
Wholesale revenue for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with continued declines primarily attributable to increased competition and price compression.
Current report
Retail revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was relatively flat due to a full quarter of acquisitive growth which offset retail revenue declines experienced in prior quarters.
Current report
Finance and other expenses for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with an increase of interest and accretion related the additional upsize to the existing FG Loan.
Current report
Loss (gain) on fair value of derivative liabilities for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with primarily driven by an increase in the Company’s stock price which resulted in a higher fair value of the derivative instruments and increase in the liability.
Current report
The loss on extinguishment of debt for the nine months ended September 30, 2025 and nine months ended September 30, 2024 reflected similar trends to the three month ended periods previously mentioned due to the original issuance and subsequent upsizing of the FG Loan, which resulted in the extinguishment of the majority of the Company’s outstanding debt and the write-off of associated deferred financing costs.
Current report
The FG Loan includes negative covenants that are usual for facilities and transactions of this type. The FG Loan contains covenants that limit the borrowers’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) pay dividends; (iv) make investments; (v) enter into transactions with affiliates; and (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets. The FG Loan also includes a minimum liquidity covenant with respect to the borrowers. If an event of default occurs and is not cured within an applicable grace period or waived, the principal amount, any accrued interest and any other obligations outstanding under the FG Loan may become immediately due and payable.
Current report
As of September 30, 2025, there was an outstanding principal amount of $222,105 under the FG Loan.
Current report
On July 8, 2025, as described above, the Company entered into the FG Loan Amendment, of which, a portion of the proceeds was used to retire a series of Maryland promissory notes and pay an outstanding principal amount of $13,077. Due to the early retirement of the certain Maryland promissory notes, the Company recognized a loss on extinguishment of debt of $240 on the Consolidated Statements of Operations and Comprehensive Loss.
Current report
Ratio Promissory Note
Current report
Class A Shares of TerrAscend Growth
Current report
The change of $30,320 in net cash provided by financing activities for the nine months ended September 30, 2025 as compared to the net cash used in financing activities for the nine months ended September 30, 2024 was primarily driven by net loan proceeds of $12,813 received slightly offset by distributions to non-controlling interests of $2,046 in the current-year period, while prior-year period included net loan principal payments of $14,889 and distributions to non-controlling interests of $4,433.
Current report
Represents the loss taken to extinguish certain debt.
Removed paragraphs (28)
Previous report
TerrAscend Michigan (“TerrAscend MI”), a wholly-owned operation with twenty dispensaries, one cultivation facility, one processing facility, and two cultivation/processing facilities which were classified as discontinued operations during the six months ended June 30, 2025.
Previous report
On June 27, 2025, the Company received approval from the board of directors of TerrAscend Corp. (the "Board"), together with TerrAscend Corp.’s consolidated entities, and is currently engaged in an active program to sell the assets of TerrAscend MI, which is expected to be substantially completed in the second half of 2025. As part of the exit plan, the Company intends to sell all of the Company’s Michigan assets, including four cultivation and processing facilities, twenty retail dispensaries, and other assets. The actions are expected to include an overall reduction of approximately 21% of the Company’s workforce of approximately 1,200 as of June 30, 2025, with most of this reduction expected to occur by the end of the fourth quarter of fiscal year 2025. TerrAscend MI is presented as discontinued operations and has been excluded from continuing operations for all periods presented. Refer to Note 7 in the Consolidated Financial Statements for additional information.
Previous report
On May 6, 2025, the Company and a consolidated entity completed the acquisition of certain assets of Ratio Cannabis LLC, a dispensary in Ohio. Under the terms of the purchase agreements entered into in connection with the acquisition, each dated as of March 14, 2025, the Company and a consolidated entity acquired certain assets of Ratio Cannabis for total consideration of $10,300, which was comprised of $5,000 in cash, $1,320 in Common Shares and a seller’s note for $3,980 bearing 6% interest with a two-year maturity. The number of Common Shares issued as part of the consideration was calculated based on the twenty (20)-day volume-weighted average price of the Common Shares on the OTCQX for the period ending on May 5, 2025, resulting in the issuance of 4,570,637 Common Shares by the Company on May 6, 2025.
Previous report
On May 5, 2025, the Company signed an option agreement to acquire equity interests in, and fully operate, Union Chill Cannabis Company LLC, a dispensary in New Jersey for total consideration of $13,000, which will be comprised of $4,000 in cash and a convertible promissory note for $9,000. The transaction is subject to customary closing conditions and regulatory approvals.
Previous report
Finance and other expenses
Previous report
The $2,592 decrease in wholesale revenue consisted of a $4,438 decline across multiple markets primarily due to price compression. This was partially offset by a $1,846 increase driven by market share growth in Maryland supported by cultivation projects aimed at scaling operations and delivering enhanced product quality.
Previous report
The $402 increase in retail revenue consisted of $1,242 attributable to acquisitive growth and $1,232 related to strong consumer demand in emerging markets. This was offset by a $2,072 decrease across other markets primarily due to a decrease in foot traffic and average order sizes.
Previous report
The decrease of $1,652 in general and administrative expense for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, is primarily driven by a reduction in professional fees and stock-based compensation, slightly offset by an increase in provision for expected credit losses.
Previous report
The lower gain on derivative liabilities of $279 for the three months ended June 30, 2025 compared the gain of $2,922 for the three months ended June 30, 2024, reflects a reduced fair value impact, as the Company’s stock price had already declined significantly in the prior period. As the derivative instruments remain out of the money and the stock price stabilizes at lower levels, subsequent remeasurements result in smaller gains. The warrant liability also expired in the three months ended June 30, 2025.
Previous report
The provision for income taxes remained relatively flat with a increase of $472 from $9,126 for the three months ended June 30, 2024 compared to $9,598 for the three months ended June 30, 2025.
Previous report
Results of Operations - Six Months Ended June 30, 2025 and June 30, 2024
Previous report
Wholesale revenue for the six months ended June 30, 2025 and June 30, 2024, reflected similar trends to the three month ended periods previously mentioned with declines across multiple markets primarily due to price compression partially offset by an increase driven by market share growth in Maryland from cultivation projects focused on expansion and high product quality.
Previous report
Retail revenue for the six months ended June 30, 2025 and June 30, 2024, also followed similar trends to the three month ended periods previously mentioned with positive acquisitive growth and strong consumer demand in emerging markets, offset by lower foot traffic and reduced average order sizes in certain markets.
Previous report
The lower gain on derivative liabilities of $376 for the six months ended June 30, 2025 compared the gain of $1,939 for the six months ended June 30, 2024, reflects a reduced fair value impact, as the Company’s stock price had already declined significantly in the prior period. As the derivative instruments remain out of the money and the stock price stabilizes at lower levels, subsequent remeasurements result in smaller gains. The warrant liability also expired in the six months ended June 30, 2025.
Previous report
As of June 30, 2025, there was an outstanding principal amount of $140,000 under the FG Loan.
Previous report
Pelorus Term Loan
Previous report
On October 11, 2022, subsidiaries of TerrAscend, among others, entered into a loan agreement with Pelorus Fund REIT, LLC for a single-draw senior secured term loan in an aggregate principal amount of $45,478. The Pelorus Term Loan is based on a variable rate tied to one month SOFR, subject to a base rate, plus 9.5%, with interest-only payments for the first 36 months and matures on October 11, 2027. The base rate is defined as, on any day, the greatest of: (i) 2.5%, (b) the effective federal funds rate in effect on such day plus
Previous report
0.5%, and (c) one month SOFR in effect on such day. The obligations of the borrowers under the Pelorus Term Loan are guaranteed by the Company, TerrAscend USA and certain other subsidiaries of the Company and are secured by all of the assets of TerrAscend's New Jersey businesses and certain assets of TerrAscend's Maryland business, including certain real estate in Maryland. The Pelorus Term Loan is not secured by any of the MD dispensaries.
Previous report
On April 17, 2023, TerrAscend NJ agreed to an amendment to the Pelorus Term Loan to, among other things: (i) permit changes necessary for the TSX Transaction (as defined in the Pelorus Term Loan), and (ii) waive certain tax provisions. On June 22, 2023, TerrAscend NJ agreed to a further amendment to the Pelorus Term Loan to permit the Company to incur certain indebtedness. This amendment was not considered an extinguishment of debt under ASC 470, Debt.
Previous report
As of June 30, 2025, there was an outstanding principal amount of $45,478 under the Pelorus Term Loan.
Previous report
Subsequent to June 30, 2025, on July 8, 2025, the Company retired the Pelorus Term Loan and paid the outstanding principal amount of $45,478.
Previous report
Subsequent to June 30, 2025, on July 8, 2025, the Company retired a series of promissory notes and paid an outstanding principal amount of $12,877.
Previous report
Ratio Acquisition Loans
Previous report
On May 6, 2025, the Company and Ohio Dispensing 1, LLC, a consolidated entity of the Company, completed the acquisition of certain assets of Ratio Cannabis LLC, a dispensary in Ohio. In connection with the Ratio Acquisition, Ohio Dispensing 1, LLC, and FG Agency Lending LLC, as the Administrative Agent entered into a Loan Agreement for a $5,208 term loan. The FG Bridge Loan bears interest at 12.75% per annum and matures on November 2, 2025.
Previous report
As of June 30, 2025, there was an outstanding principal amount of $5,193 under the FG Bridge Loan.
Previous report
Subsequent to June 30, 2025, the Company retired the FG Bridge Loan and paid the outstanding principal amount of $5,280.
Previous report
Class A Share of TerrAscend Growth
Previous report
The change of $16,825 in net cash provided by (used in) financing activities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 is primarily driven by $5,000 of loan proceeds, net of transaction costs, related to the Ratio Cannabis acquisition. The change also reflects fewer loan principal payments due during the six months ended June 30, 2025 as a result of debt refinancing and paydowns completed in 2024.
Reworded paragraphs (34)
Previous wording
The following discussion and analysis of financial condition and results of operations of TerrAscend Corp. (the “Issuer”), its subsidiaries, TerrAscend Growth Corp. (“TerrAscend”) and its subsidiaries (collectively, the “Company”) should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements ("Consolidated Financial Statements") and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial information and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission, (the “SEC”), on March 6, 2025, (the “Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q including information with respect to the Company's plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth under "Risk Factors" in the Company's Annual Report, its actual results could differ materially from the results described in or implied by the "Cautionary Note Regarding Forward-Looking Statements" contained in this Quarterly Report on Form 10-Q and in the following discussion and analysis.
Current wording
The following discussion and analysis of financial condition and results of operations of TerrAscend Corp. (the “Issuer”), its subsidiaries, including TerrAscend Growth Corp. (“TerrAscend”) and its subsidiaries (collectively, the “Company”) should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements ("Consolidated Financial Statements") and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial information and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission, (the “SEC”), on March 6, 2025, (the “Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q including information with respect to the Company's plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth under "Risk Factors" in the Company's Annual Report, its actual results could differ materially from the results described in or implied by the "Cautionary Note Regarding Forward-Looking Statements" contained in this Quarterly Report on Form 10-Q and in the following discussion and analysis.
Previous wording
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the three and six months ended June 30, 2025 and 2024 and the accompanying notes for each respective period.
Current wording
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the three and nine months ended September 30, 2025 and 2024 and the accompanying notes for each respective period.
Previous wording
The Company is a leading North American cannabis company. The Company has vertically integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California and a retail operation in Ohio. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. Notwithstanding the fact that various states in the United States have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970.
Current wording
The Company is a leading North American cannabis company. The Company has vertically integrated licensed operations in Pennsylvania, New Jersey, Maryland and California and a retail operation in Ohio. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. Notwithstanding the fact that various states in the United States have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970.
Previous wording
On July 15, 2025, the Company drew $3,000 of the Uncommitted Term Loan Facility.
Current wording
On July 15, 2025, the Company drew $3,105 of the Uncommitted Term Loan Facility.
Previous wording
On July 8, 2025, the Incremental Amendment Borrowers, all of which are entities that are consolidated in the financial statements of the Company, became parties to the FG Loan as borrowers pursuant to the FG Loan Amendment, which provided for an additional $79,000 upsize to the existing FG Loan which bears interest at 12.75% per annum and matures on August 1, 2028. The full amount of the FG Loan Amendment of $79,000 was drawn on July 8, 2025, $68,000 of which was used to retire the Pelorus Term Loan, and certain other indebtedness of the Company, in addition to being used for future growth initiatives. As a result, the outstanding obligation under the Pelorus Term Loan were repaid in full and subsequently terminated. In addition, the FG Loan Amendment provides for an Uncommitted Term Loan Facility of up to $35,000. Certain funds controlled by the Company’s Executive Chairman, Jason Wild, a related party of the Company, have invested approximately $1,600 under the FG Loan.
Current wording
On July 8, 2025, TerrAscend Growth Corp., TerrAscend USA, Inc., TerrAscend NJ LLC, TER Holding MD, Inc., and WDB Holding MD, Inc., including certain of each of their respective subsidiaries, and other borrowers, all of which are entities that are consolidated in the financial statements of the Company (collectively, the “Incremental Amendment Borrowers”), became parties to the FG Loan as borrowers pursuant to the FG Loan Amendment, which provides for a $79,000 upsize to the existing FG Loan. The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. The Company drew down in full the $79,000 available under the FG Loan Amendment on July 8, 2025, $68,000 of which was used to retire the Pelorus Term Loan, and certain other indebtedness of the Company, in addition to being used for future growth initiatives. As a result, the outstanding obligation under the Pelorus Term Loan and certain other indebtedness of the Company were repaid in full and subsequently terminated. In addition, the FG Loan Amendment provides for an Uncommitted Term Loan Facility of up to $35,000, of which the Company has drawn $3,105 as of September 30, 2025. Certain funds controlled by the Company’s Executive Chairman, Jason Wild, a related party of the Company, invested approximately $1,600 under the FG Loan Amendment.
Previous wording
Revenue decreased by $2,190, or 3% from $67,196 for the three months ended June 30, 2024 to $65,006 for the three months ended June 30, 2025. The decrease was primarily due to a $2,592 decline in wholesale revenue, partially offset by a $402 increase in retail revenue.
Current wording
Revenue decreased by $60, from $65,161 for the three months ended September 30, 2024 to $65,101 for the three months ended September 30, 2025. The decrease was primarily due to a $1,527 decline in wholesale revenue, offset by a $1,467 increase in retail revenue.
Previous wording
The gain of $34 for the three months ended June 30, 2025, compared to a loss of $1,827 for the three months ended June 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued.
Current wording
The gain of $1,171 for the three months ended September 30, 2025, compared to a loss of $327 for the three months ended September 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued.
Previous wording
The following tables represent the Company’s results of operations for the six months ended June 30, 2025 and 2024.
Current wording
The following tables represent the Company’s results of operations for the nine months ended September 30, 2025 and 2024.
Previous wording
Revenue decreased by $7,162, or 5% from $136,471 for the six months ended June 30, 2024 to $129,309 for the six months ended June 30, 2025. The decrease was primarily due to a $5,539 decline in wholesale revenue a $1,623 decline in retail revenue.
Current wording
Revenue decreased by $7,222, or 4% from $201,632 for the nine months ended September 30, 2024 to $194,410 for the nine months ended September 30, 2025. The decrease was primarily due to a $7,066 decline in wholesale revenue and a $156 decline in retail revenue.
Previous wording
The decrease of $7,549, in cost of sales for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was mainly due to a decrease in sales volume. Cost of sales as a percentage of revenue decreased by 4% due to reduced unit costs and improved cost absorption on higher year-to-date sales.
Current wording
The decrease of $8,324, in cost of sales for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was mainly due to a decrease in sales volume. Cost of sales as a percentage of revenue decreased by 2% due to reduced unit costs and improved cost absorption.
Previous wording
The decrease of $1,580 in general and administrative expense for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 reflected similar trends to the three month ended periods previously mentioned with a reduction in professional fees and stock-based compensation, slightly offset by an increase in provision for expected credit losses.
Current wording
The decrease of $4,970 in general and administrative expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 reflected similar trends to the three month ended periods previously mentioned with a reduction in stock-based compensation for the current period along with a one-time stock-based compensation charge recognized in the prior-year period related to the modification of stock option terms extending the expiration period from five years to ten years.
Previous wording
The loss of $346 for the six months ended June 30, 2025, compared to a loss of $3,220 for the six months ended June 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued. There was also an expiration of a contingent consideration liability during the six months ended June 30, 2025.
Current wording
The gain of $825 for the nine months ended September 30, 2025, compared to a loss of $3,547 for the nine months ended September 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued. There was also an expiration of a contingent consideration liability during the nine months ended September 30, 2025.
Previous wording
The change in provision for income taxes from $16,779 for the six months ended June 30, 2024 as compared to a provision for income taxes of $20,105 for the six months ended June 30, 2025 was primarily driven by accrued interest and penalties.
Current wording
The increase of $1,087 from $30,052 for the nine months ended September 30, 2024 compared to $31,139 for the nine months ended September 30, 2025 was primarily driven by accrued interest and penalties.
Previous wording
The change in (loss) income from discontinued operations, net of tax from $48 for the three months ended June 30, 2024 as compared to the loss from discontinued operations, net of tax of $41,701 was primarily due to a $34,959 impairment charge that was recognized in the three months ended June 30, 2025. The impairment charge was attributable to the Company’s expedited sales strategy, constructions in process that will no longer be completed, and the continued increase of competition in the Michigan market. The remaining increase in loss resulted from continued market saturation and price compression in Michigan which negatively impacted gross margins.
Current wording
The change in loss from discontinued operations, net of tax from $11,191 for the nine months ended September 30, 2024 as compared to the loss from discontinued operations, net of tax of $60,952 was primarily driven by a $41,271 impairment charge that was recognized in the nine months ended September 30, 2025 attributable to the Company’s expedited sales strategy, constructions in process that will no longer be completed, and the continued increase of competition in the Michigan market and continued market saturation and price compression in Michigan which negatively impacted gross margins. The loss was also impacted by the termination of certain leases and inventory write-offs.
Previous wording
Since its inception, the Company's primary sources of capital have been through the issuance of equity securities or debt facilities, and the Company has received aggregate net proceeds from such transactions totaling $787,388 as of June 30, 2025.
Current wording
Since its inception, the Company's primary sources of capital have been through the issuance of equity securities or debt facilities, and the Company has received aggregate net proceeds from such transactions totaling $861,332 as of September 30, 2025.
Previous wording
The Company had $212,059 in principal amounts of loans payable at June 30, 2025. Of this amount, $703 are due within the next twelve months.
Current wording
The Company had $230,048 in principal amounts of loans payable at September 30, 2025. Of this amount, $716 are due within the next twelve months.
Previous wording
The Company entered into leases for certain premises and offices for which it owes monthly lease payments. The Company had $65,311 in lease obligations. Of this amount, $4,687 are due in the next twelve months.
Current wording
The Company entered into leases for certain premises and offices for which it owes monthly lease payments. The Company had $62,651 in undiscounted lease obligations. Of this amount, $4,633 are due in the next twelve months.
Previous wording
The Company's undiscounted contingent consideration payable was $1,672 at June 30, 2025, which is due in the next twelve months. The contingent consideration payable relates to the Company's acquisition of the remaining 50.1% equity in both State Flower and three Apothecarium dispensaries in California. The contingent consideration is based upon the price protection of Common Shares issued under the terms of the applicable acquisition agreement. The contingent consideration is measured at fair value using the Black-Scholes Model and revalued at the end of each reporting period.
Current wording
The Company's undiscounted contingent consideration payable was $179 at September 30, 2025, which is due in the next twelve months. The contingent consideration payable relates to the Company's acquisition of the remaining 50.1% equity in both State Flower and three Apothecarium dispensaries in California. The contingent consideration is based upon the price protection of Common Shares issued under the terms of the applicable acquisition agreement. The contingent consideration is measured at fair value using the Black-Scholes Model and revalued at the end of each reporting period.
Previous wording
At June 30, 2025, the Company had accounts payable and accrued liabilities of $37,008 and corporate income taxes payable of $12,694.
Current wording
At September 30, 2025, the Company had accounts payable and accrued liabilities of $35,993 and corporate income taxes payable of $8,338.
Previous wording
On August 1, 2024, the Company and TerrAscend USA, Inc., as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, Hempaid, LLC and, pursuant to a joinder agreement dated September 30, 2024, WDB Holding MI, Inc., including certain of each of their respective subsidiaries, as borrowers, and FG Agency Lending LLC, as the Administrative Agent entered into a Loan Agreement for a four-year, $140,000 senior-secured term loan Net proceeds of the FG Loan were received in an amount equal to 95% of the $140,000.
Current wording
On August 1, 2024, the Issuer and TerrAscend USA, Inc., as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, Hempaid, LLC and, pursuant to a joinder agreement dated September 30, 2024, WDB Holding MI, Inc., including certain of each of their respective subsidiaries, as borrowers, and FG Agency Lending LLC, as the Administrative Agent entered into a Loan Agreement for a four-year, $140,000 senior-secured term loan Net proceeds of the FG Loan were received in an amount equal to 95% of the $140,000.
Previous wording
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 TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. Depending on the timing of repayment, an exit fee of between 2.0% and 4.0% of the outstanding principal balance of the FG Loan will be due upon either the date of prepayment or the FG Loan Maturity Date.
Current wording
The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. The FG Loan is guaranteed by the Issuer and TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. Depending on the timing of repayment, an exit fee of between 2.0% and 4.0% of the outstanding principal balance of the FG Loan will be due upon either prepayment, in part or in full, of the FG Loan or the FG Loan Maturity Date.
Previous wording
Subsequent to June 30, 2025, TerrAscend Growth Corp., TerrAscend USA, Inc., TerrAscend NJ LLC, TER Holding MD, Inc., and WDB Holding MD, Inc., including certain of each of their respective subsidiaries, and other borrowers, all of which are entities that are consolidated in the financial statements of the Company, became parties to the FG Loan as borrowers pursuant to a joinder agreement, and through the FG Loan Amendment, which provided for an additional $79,000 upsize to the existing FG Loan. Additionally, the Amendment provides for the $35,000 Uncommitted Term Loan Facility. The full amount of the FG Loan Amendment of $79,000 was drawn on July 8, 2025, $68,000 of which was used to retire the Pelorus Term Loan, and certain other indebtedness of the Company, in addition to being used for future growth initiatives.
Current wording
On July 8, 2025, TerrAscend Growth Corp., TerrAscend USA, Inc., TerrAscend NJ LLC, TER Holding MD, Inc., and WDB Holding MD, Inc., including certain of each of their respective subsidiaries, and other borrowers, all of which are entities that are consolidated in the financial statements of the Company (collectively, the “Incremental Amendment Borrowers”), became parties to the FG Loan as borrowers pursuant to the FG Loan Amendment, which provided for an additional $79,000 upsize to the existing FG Loan. The Company drew down in full the $79,000 available under the FG Loan Amendment on July 8, 2025, $68,000 of which was used to retire the Pelorus Term Loan, and certain other indebtedness of the Company, in addition to being used for future growth initiatives.
Previous wording
On July 15, 2025, the Company drew $3,000 of the Uncommitted Term Loan Facility.
Current wording
On July 15, 2025, the Company drew $3,105 of the Uncommitted Term Loan Facility.
Previous wording
In connection with the Maryland Acquisitions, the Company entered into a series of promissory notes with an aggregate principal amount of $20,625 that bear interest at rates ranging from 7.0% to 10.75% with maturity dates ranging from June 28, 2025 to June 30, 2027.
Current wording
In connection with the Maryland Acquisitions, the Company entered into a series of promissory notes with an aggregate principal amount of $20,625.
Previous wording
As of June 30, 2025, there was an outstanding principal amount of $16,373 under the promissory notes related to the Maryland acquisitions.
Current wording
As of September 30, 2025, there was an outstanding principal amount of $2,931 under the promissory notes related to the Maryland Acquisitions Loans associated with Blue Ridge, which bears interest at 7.0% with a maturity date of June 30, 2027.
Previous wording
Additionally, as a part of the Ratio Acquisition, the Company entered into a promissory note for $3,980 bearing 6% interest with a two-year maturity.
Current wording
As a part of the Ratio Acquisition, the Company entered into a promissory note for $3,980 bearing 6% interest with a two-year maturity.
Previous wording
In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company’s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States. As a result, TerrAscend issued Class A Shares to the Investor pursuant to the terms of the Subscription Agreement. Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the option. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following the five-year anniversary of the closing of the investment to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks. As of June 30, 2025, there was an outstanding principal amount of $1,000.
Current wording
In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company’s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States. As a result, TerrAscend issued $1,000 of Class A Shares with a 20% guaranteed annual dividend to the Investor pursuant to the terms of the Subscription Agreement. Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the repurchase right. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following June 28, 2028 to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks. As of September 30, 2025, there was an outstanding principal amount of $1,000.
Previous wording
On August 20, 2024, the Board approved a share repurchase program to repurchase up to $10,000 of Common Shares. The share repurchase program authorizes the Company to repurchase up to 10,000,000 Common Shares of the Company at any time, or from time to time, from August 22, 2024 until August 21, 2025. The share repurchase program authorizes the Company to repurchase up to 65,361 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 261,445 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.
Current wording
On August 20, 2025, the Board approved the Share Repurchase Program, which replaced the Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares of the Company at any time, or from time to time, from August 22, 2025 until August 21, 2026. The Share Repurchase Program authorizes the Company to repurchase up to 60,255 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 241,023 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.
Previous wording
During the second quarter of 2025, the Company repurchased 535,000 common shares under the share repurchase program for total consideration of approximately $157. As of June 30, 2025, the Company had a total of 8,720,600 Common Shares remaining that can be authorized for repurchase.
Current wording
During the third quarter of 2025, the Company did not repurchase common shares under the Share Repurchase Program. As of September 30, 2025, the Company had a total of 10,000,000 Common Shares remaining that can be authorized for repurchase.
Previous wording
The decrease of $15,318 in net cash provided by operating activities for the six months ended June 30, 2025 as compared to six months ended June 30, 2024 is primarily driven by an increase in working capital including a reduction of accounts payable and an increase in income taxes paid.
Current wording
The decrease of $14,688 in net cash provided by operating activities for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024 was primarily driven by an increase in working capital including a reduction of accounts payable and an increase in income taxes paid.
Previous wording
The increase of $6,275 in net cash used in investing activities for the six months ended June 30, 2025 as compared to six months ended June 30, 2024 is primarily driven by the cash consideration paid of $5,261 for the Ratio Cannabis acquisition in the second quarter of 2025.
Current wording
The increase of $7,195 in net cash used in investing activities for the nine months ended September 30, 2025 as nine months ended September 30, 2024 was primarily driven by the cash consideration paid of $5,261 for the Ratio Cannabis acquisition in the second quarter of 2025. The increase was also attributable to ongoing capital expenditure projects focused on expansion and high product quality.
Previous wording
The Company believes Adjusted EBITDA from continuing operations is a useful performance measure to assess the performance of the Company as it provides more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses. The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the three and six months ended June 30, 2025 and 2024:
Current wording
The Company believes Adjusted EBITDA from continuing operations is a useful performance measure to assess the performance of the Company as it provides more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses. The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the three and nine months ended September 30, 2025 and 2024:
Previous wording
Adjusted EBITDA from continuing operations was relatively flat for the three and six months ended June 30, 2025 as compared to three and six months ended June 30, 2024.
Current wording
Adjusted EBITDA from continuing operations was relatively flat for the three and nine months ended September 30, 2025 as compared to three and nine months ended September 30, 2024.
Previous wording
The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the six months ended June 30, 2025 and 2024:
Current wording
The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the nine months ended September 30, 2025 and 2024:
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
On August 20, 2025, the Board approved the Share Repurchase Program, which replaces the Company’s Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares at any time, or from time to time, from August 22, 2025 until August 21, 2026.
Current report — wording carried from elsewhere
(Gain) loss from revaluation of contingent consideration
Current report — wording carried from elsewhere
(Gain) loss from revaluation of contingent consideration
Current report — wording carried from elsewhere
Loss (gain) on fair value of derivative liabilities
Current report — wording carried from elsewhere
Loss from revaluation of contingent consideration
Current report — wording carried from elsewhere
Loss (gain) on fair value of derivative liabilities
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The decrease of $2,066, in cost of sales for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 was mainly due to a decrease in sales volume. Despite the decline, cost of sales as a percentage of revenue remained relatively flat due to reduced unit costs and improved cost absorption.
Previous report — wording carried elsewhere
Gain on fair value of derivative liabilities
Previous report — wording carried elsewhere
Gain on fair value of derivative liabilities
Previous report — wording carried elsewhere
The change in loss from discontinued operations, net of tax from $5,607 for the six months ended June 30, 2024 as compared to the loss from discontinued operations, net of tax of $46,305 reflected similar trends to the three month ended periods previously mentioned with a $34,959 impairment charge that was recognized in the six months ended June 30, 2025 attributable to the Company’s expedited sales strategy, constructions in process that will no longer be completed, and the continued increase of competition in the Michigan market and continued market saturation and price compression in Michigan which negatively impacted gross margins.