Form 4: TerrAscend Insider Group Forfeits 400,001 Out-of-the-Money Warrants

An insider group including JW Asset Management, LLC and Executive Chairman Jason G. Wild forfeited 400,001 TerrAscend Corp. warrants with an exercise price of $1.95, as the market value of common shares was substantially below this price.

Summary

• JW Asset Management, LLC, JW Partners, LP, JW GP, LLC, and Jason G. Wild (collectively, the "Reporting Persons"), who serve as Director, 10% Owner, and Executive Chairman of TerrAscend Corp., filed a Form 4.
• On June 23, 2025, an aggregate of 400,001 warrants held by the Reporting Persons expired and were forfeited.
• The warrants had an exercise price of $1.95.
• The forfeiture occurred because the exercise prices were substantially in excess of the market value of TerrAscend's Common Shares, making it uneconomical for the Reporting Persons to exercise their purchase rights.
• Following the reported transaction, the Reporting Persons beneficially own 10,000,000 Common Shares indirectly and 1,200,000 Common Shares directly.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as the forfeiture of warrants implies the stock price is below the exercise price, indicating a lack of value for the warrant holders and potentially for the stock itself relative to that price point.

Negatives

• The forfeiture of 400,001 warrants indicates that TerrAscend Corp.'s common share market value was substantially below the warrant exercise price of $1.95, implying a lower stock valuation than the warrant strike price.

Risks

• The market value of TerrAscend Corp.'s Common Shares is substantially below the $1.95 exercise price of the recently expired warrants, indicating potential challenges in stock valuation.

Future Outlook

The document does not provide any explicit forward-looking statements or guidance regarding the company's future performance or strategy.

Management Comments

• The Reporting Persons did not exercise their purchase rights under the warrants because the exercise prices were substantially in excess of the market value of the Common Shares.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity and does not provide broader industry context or trends. It reflects a specific event related to an insider's equity holdings in TerrAscend Corp.

Related Party Transactions

• The transaction involves the forfeiture of warrants by an insider group, including JW Asset Management, LLC, JW Partners, LP, JW GP, LLC, and Jason G. Wild, who is the Executive Chairman, Director, and 10% Owner of TerrAscend Corp.

Stakeholder Impact

• Shareholders may view the forfeiture of out-of-the-money warrants as an indication that the company's stock price has been underperforming relative to the $1.95 warrant strike price, potentially impacting investor confidence.

Key Dates

Keywords

TerrAscend Corp, TSNDF, SEC Form 4, beneficial ownership, warrants, forfeiture, insider transaction, JW Asset Management, Jason G. Wild, equity securities