TerrAscend Corp.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104975
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-268099
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 21 previous paragraphs and 20 current paragraphs.
9 unchanged; 3 reworded; 7 added; 9 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
Investing in the Company's Common Shares involves a high degree of risk. Please refer to Part I, Item 1A, “Risk Factors” in the Company's Annual Report for a description of the material risks and uncertainties to which the Company’s business, financial condition and results of operations are subject. The Company may disclose changes to risk factors or disclose additional factors from time to time in its future filings with the SEC. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may impair its business operations. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in the Company's Annual Report.
Added paragraphs (7)
Current report
On October 31, 2025, TerrAscend USA, Inc. a wholly-owned subsidiary of the Company ("TerrAscend USA"), entered into an Amended and Restated Employment Agreement with Ziad Ghanem (the “Ghanem Amended Agreement”), the Company’s President and Chief Executive Officer. Pursuant to the Ghanem Amended Agreement, beginning with the calendar year 2025, Mr. Ghanem is entitled to receive on an annual basis (i) an annual discretionary performance bonus targeted at 100% of his base salary and (ii) restricted stock units (“RSUs”) of up to 150% of his base salary pursuant to the Company’s Share Unit Plan and as determined by the Board from time to time.
Current report
If Mr. Ghanem’s employment is terminated by TerrAscend USA without cause (as defined in the Ghanem Amended Agreement) or he resigns for good reason (as defined in the Ghanem Amended Agreement), the Ghanem Amended Agreement entitles Mr. Ghanem to the full amount of his target bonus (cash or equivalent) for the prior calendar year if it has not yet been paid, and the full amount of his target bonus (cash or equivalent) for the then current calendar year.
Current report
If Mr. Ghanem’s employment is terminated without cause or he resigns for good reason within 24 months following a change of control of TerrAscend USA, the Ghanem Amended Agreement entitles Mr. Ghanem to a cash payment equal to two times his Severance Pay (as defined in the Ghanem Amended Agreement), two times his COBRA Cash Stipend (as defined in the Ghanem Amended Agreement) and the full amount of his target bonus for the prior calendar year if not yet paid, and full bonus for the current calendar year.
Current report
On October 31, 2025, TerrAscend USA entered into an Amended and Restated Employment Agreement with Lynn Gefen (the “Gefen Amended Agreement”), the Company’s Chief People and Legal Officer. Pursuant to the Gefen Amended Agreement, beginning with the calendar year 2025, Ms. Gefen is entitled to receive on an annual basis (i) an annual discretionary performance bonus targeted at 60% of her base salary and (ii) restricted stock units of up to 75% of her base salary pursuant to the Company’s Share Unit Plan and as determined by the Board from time to time.
Current report
If Ms. Gefen’s employment is terminated by TerrAscend USA without cause (as defined in the Gefen Amended Agreement) or she resigns for good reason (as defined in the Gefen Amended Agreement), the Gefen Amended Agreement now entitles Ms. Gefen to the full amount of her target bonus (cash or equivalent) for the prior calendar year if it has not yet been paid, and the full amount of her target bonus (cash or equivalent) for the then current calendar year
Current report
If Ms. Gefen’s employment is terminated without cause or she resigns for good reason within 24 months following a change of control of TerrAscend USA, the Gefen Amended Agreement entitles Ms. Gefen to a cash payment equal to two times her Severance Pay (as defined in the Gefen Amended Agreement), two times her COBRA Cash Stipend (as defined in the Gefen Amended Agreement) and the full amount of her target bonus for the prior calendar year if not yet paid, and full bonus for the current calendar year.
Current report
The foregoing description of the Ghanem Amended Agreement and the Gefen Amended Agreement is qualified in its entirety by reference to the full text of such agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Removed paragraphs (9)
Previous report
On June 30, 2025, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, the approval by the Board of certain restructuring actions related to the Company’s exit from the Michigan market, which is discussed under the caption “Recent Developments” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q.
Previous report
At the time of the filing of the Original Form 8-K, the Company was unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K with respect to the foregoing. The following disclosure amends, updates and restates the disclosure contained in Item 2.05 of the Original Form 8-K for the purpose of providing these estimates and serves as the required amendment to the Original Form 8-K.
Previous report
Under Items 2.05 Costs Associated with Exit or Disposal Activities.
Previous report
As previously disclosed, on June 27, 2025, the Board approved certain restructuring actions related to the Company’s exit from the Michigan market, aimed at enabling the Company to focus on its operations in its more profitable markets. As part of the exit plan, the Company intends to sell of the Company’s Michigan assets, including four cultivation and processing facilities, twenty retail dispensaries and real estate. 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. The Company expects the workforce reduction to comply with applicable laws. As a result, the Company estimates that it will incur approximately $1,050 to $1,200 in cash expenditures for employee transition, notice period and severance payments, and employee benefits.
Previous report
The Company 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. TerrAscend MI is presented as discontinued operations and has been excluded from continuing operations for all periods presented. As a result, the Company recognized a total impairment loss of $34,959 on certain buildings, equipment and leasehold improvements. Refer to Note 7 in the Consolidated Financial Statements for additional information.
Previous report
Upon full implementation, the company expects the plan to result in reduced annual run-rate expenses by more than $200,000 by the end of its 2025 fiscal year. We may not be able to realize the cost savings and benefits initially anticipated, and costs may be greater than expected.
Previous report
Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Previous report
On August 6, 2025, the Board appointed Ziad Ghanem as Principal Financial Officer of the Company in addition to his current role as President and Chief Executive Officer, effective immediately.
Reworded paragraphs (3)
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. During the second quarter of 2025, the Company repurchased Common Shares as set forth below:
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. During the third quarter of 2025, the Company repurchased Common Shares as set forth below:
Previous wording
ABI SF LLC Issuance
Current wording
Apothecarium Entities and ABI SF LLC Issuance
Previous wording
As previously disclosed, on January 23, 2020, the Company and certain consolidated entities acquired 49.9% of the outstanding equity interests in ABI SF, LLC. On January 19, 2024, the Company entered into an amendment to the original purchase agreement, pursuant to which the Company acquired the remaining 50.1% of outstanding equity interests in ABI SF, LLC. Pursuant to the amendment to the original purchase agreement, on June 2, 2025, the Company issued an aggregate of 2,119,451 common shares to the seller parties thereto at a price of $0.38 per share, which represents the twenty (20)-day volume-weighted average price of the Company’s common shares on the OTCQX for the period ending on May 20, 2025, for a total approximate aggregate value of $805.
Current wording
As previously disclosed, on January 23, 2020, the Company and certain consolidated entities acquired 49.9% of the outstanding equity interests in ABI SF, LLC. On January 19, 2024, the Company entered into an amendment to the original purchase agreement, pursuant to which the Company acquired the remaining 50.1% of outstanding equity interests in ABI SF, LLC. Pursuant to the amendment to the original purchase agreement, on September 19, 2025, the Company issued an aggregate of 202,040 Common Shares to the seller parties thereto at a price of $1.00 per share, which represents the twenty (20)-day volume-weighted average price of the Company’s common shares on the OTCQX for the period ending on September 18, 2025, for a total approximate aggregate value of $202.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As previously disclosed, on June 6, 2019, the Company and certain consolidated entities acquired 49.9% of the outstanding equity interests in RHMT, LLC, Deep Thought, LLC and Howard Street Partners, LLC (collectively, the “Apothecarium Entities”). On January 19, 2024, the Company entered into a series of purchase agreements (the “Apothecarium Purchase Agreements”), whereby the Company acquired the remaining 50.1% of outstanding equity interests in the Apothecarium Entities. Pursuant to the Apothecarium Purchase Agreements, on September 19, 2025, the Company issued an aggregate of 522,021 Common Shares to the seller parties thereto at a price of $1.00 per share, which represents the twenty (20)-day volume-weighted average price of the Company’s common shares on the OTCQX for the period ending on September 18, 2025, for a total aggregate value of $522.