TerrAscend Corp.

Current report

Michigan Update

Current report

On June 30, 2025, the Company, together with TerrAscend Corp.’s consolidated entities, announced its intention to sell or divest substantially all of the Company’s Michigan assets, the majority of which were classified as discontinued operations as of such date.

Current report

In connection therewith, on May 5, 2026, the Agent filed an application for receivership under the laws of the State of Michigan in the Oakland County Circuit Court (the “Court”), Case. No. 2026-222791-CB, and each of the following entities related to the Michigan business: WDB Holding MI, Inc., AEY Capital LLC, AEY Holdings, LLC, Thrive Enterprises LLC, Spartan Partners Corporation, Spartan Partners Services LLC, Spartan Partners Licensing LLC, Spartan Partners Holdings, LLC and Spartan Partners Properties LLC (the “Michigan Receivership Entities”) have stipulated to the appointment of a receiver.

Current report

Related thereto, on May 1, 2026 (the “Forbearance Effective Date”), the Company, TerrAscend USA, Inc., the Borrowers, the Incremental Amendment Borrowers, certain Lenders (constituting “Required Lenders” under the FG Loan Agreement) and the Agent entered into a Forbearance Agreement (the “Forbearance Agreement”) in relation to the Specified Defaults (as defined below), which provides for, among other things, the Secured Parties’ (as defined in the Forbearance Agreement) conditional waiver of, and agreement to forbear (from the Forbearance Effective Date until the Forbearance Termination Date (as defined in the Forbearance Agreement) (such period, the “Forbearance Period”)) from exercising their default related rights and remedies arising as a result of All Defaults (as defined below), other than the Secured Parties’ ability to cause the appointment of the Michigan Receiver (as defined below) in furtherance of the Michigan Receivership (as defined below). The Agent also agreed not to accelerate the payment of any outstanding amounts under the FG Loan Agreement.

Current report

Under the Forbearance Agreement, upon the “Successful Exit” (as defined in the Forbearance Agreement) of the Michigan Receivership, All Defaults (as defined below) will be deemed automatically and irrevocably waived by the Secured Parties.

Current report

Under the Forbearance Agreement, the Borrowers and the Incremental Amendment Borrowers stipulated and agreed to the appointment of a receiver in the State of Michigan in the Court satisfactory to the Agent (the “Michigan Receiver”) to administer the assets and liabilities of the Michigan Receivership Entities, to achieve an orderly liquidation of the Company’s remaining Michigan assets, and resolve the liabilities of the Michigan Receivership Entities (the “Michigan Receivership”).

Current report

Under the Forbearance Agreement, the Borrowers and the Incremental Amendment Borrowers are subject to the following payment obligations during the Forbearance Period: (a) so long as a specified lease remains in effect, monthly cash prepayment of the FG Loan in the amount of $30 plus the applicable exit fee; (b) payment of a collateral monitoring fee, payable quarterly in the amount of $75 in arrears until the Successful Exit; and (c) within five days of receipt of net cash proceeds from any disposition of Michigan real property, the Borrowers must prepay the term loans in the amount of such net cash proceeds. The Borrowers are also required to pay all fees, costs and expenses of the Secured Parties.

Current report

As a result of the Michigan Receivership and the consummation of the transactions under the Michigan Receivership, certain events of default (the “Specified Defaults”) occurred under the FG Loan Agreement due to failure to reach agreed settlements by the required date pursuant to the terms of a Letter Agreement, dated April 17, 2026, by and between the Company, Borrowers, the Incremental Amendment Borrowers, the Lenders party thereto and the Agent (the “Letter Agreement”) and the following events of default under the FG Loan Agreement were anticipated to occur: (a) an event of default under Section 9.1(j) of the FG Loan Agreement resulting from the seeking of an entry, approval or ongoing duration of, the Michigan Receivership; and (b) an event of default under Section 9.1(q) of the FG Loan Agreement as a result of the cessation of the business of any Michigan Loan Party resulting from the Michigan Receivership and the consummation of the transactions contemplated thereby (collectively, the “Specified Anticipated Defaults” and, together with the Specified Defaults, “All Defaults”).

Current report

Entities controlled by the Company’s Executive Chairman, Jason Wild, including JW Partners, LP and JW Opportunities Fund, LLC, have invested approximately $7,100 in the FG Loan as Lenders and are members of the loan syndicate.

Current report

On May 6, 2026, the Court entered an order (the “Receivership Order”) appointing Charles Bullock of Stevenson and Bullock P.L.C. as receiver over the Michigan Receivership Entities (to the extent serving in such capacity, the “Receiver”). The Receiver will have broad powers and authority to take possession of, and protect and preserve, all of the assets of the Michigan Receivership Entities, and administer the estate in accordance with applicable State of Michigan law, including the orderly and efficient liquidation thereof.

Current report

The terms of the FG Loan Agreement are discussed under the caption “Debt Facilities” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q. The outstanding principal and accrued interest under the FG Loan Agreement as of May 1, 2026, was $212,200.

Previous report

Apothecarium Entities and ABI SF LLC Issuance

Previous report

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.

Previous report

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.

Previous report

The securities described above were offered and sold in reliance upon (i) an exemption from registration provided by Section 4(a)(2) of the Securities Act, and (ii) 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).

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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

Previous 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.