TerrAscend subsidiary to issue $1M equity to TerInvest; needs shareholder vote for TSX listing

TerrAscend Corp.

Subsidiary TerrAscend Growth will issue Class A shares to TerInvest LLC for $1M; Corporation will hold ~99.8% non-voting shares.
Shareholder meeting on June 22, 2023 to approve transaction by 66.67% vote; failure kills investment and TSX listing.
Protection Agreement includes negative covenants, annual budget approval, and information rights for the Corporation.
Investor can appoint one director; repurchase options after 5 years with cash or Corp shares payment.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TerrAscend Corp. entered into Subscription Agreement with TerInvest LLC valued at US$1,000,000 (effective 2023-04-20).

Action: entry
Agreement: equity purchase
Counterparty: TerInvest LLC
Value: US$1,000,000
Effective: 2023-04-20

Exact text from the filing

On April 20, 2023, TerrAscend Growth Corp., formerly Gage Growth Corp. (“ TerrAscend Growth ”), a wholly owned subsidiary of TerrAscend Corp. (the “ Corporation ”), entered into a subscription agreement (the “ Subscription Agreement ”) with TerInvest LLC (the “ Investor ”) pursuant to which TerrAscend Growth has agreed, subject to the terms and conditions contained therein, to issue TerrAscend Growth class A shares (the “ TerrAscend Growth Common Shares ”) to the Investor in exchange for US$1,000,000 (the “ Investment ”).

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281 material agreements filed in the last 30 days. Browse all material agreements →

TerrAscend Corp. filing history →

Source: SEC EDGAR

accession 0000950170-23-014495

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