0001778129false00-0000000NONE00017781292024-06-172024-06-17

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2024

 

 

TerrAscend Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Canada

000-56363

Not applicable

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

77 City Centre Drive Suite 501

 

Mississauga, Ontario, Canada

 

L5B 1M5

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 717 610-4165

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)*

 


Name of each exchange on which registered

N/A

 

TSNDF

 

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF.”

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

TerrAscend Corp. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) of the Company on June 17, 2024 virtually via a live audio webcast. As of April 24, 2024, the record date for the Annual Meeting, the Company had 291,507,430 common shares outstanding. Of that number, 187,254,754 common shares were represented in person or by proxy at the Annual Meeting. The Company’s shareholders voted on each of the following proposals at the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Directors

Each of the five individuals listed below was elected at the Annual Meeting to serve on the Company’s Board of Directors (the “Board”) until the close of the next annual meeting of shareholders of the Company following his or her election, or any postponement(s) or adjournment(s) thereof, unless his or her office is vacated earlier or until his or her successor is elected or appointed. The final voting results are as follows:

Director Nominee

Votes For

Votes Withheld

Broker
Non-Votes

Craig Collard

144,502,805

8,602,820

N/A

Kara DioGuardi

142,059,826

11,045,799

N/A

Ira Duarte

142,052,283

11,053,342

N/A

Ed Schutter

110,827,496

42,278,129

N/A

Jason Wild

144,579,307

8,526,318

N/A

Proposal 2: Ratification of the Appointment of Auditor

The Company’s shareholders ratified the appointment of MNP LLP, Chartered Professional Accountants, of Toronto, Ontario as the Company’s auditor for the ensuing year at a remuneration to be fixed by the Company’s Board. The final voting results are as follows:

Votes For

Votes Withheld

Broker

Non-Votes

187,070,186

180,201

N/A

Proposal 3: Stock Option Extension Resolution

The Company’s shareholders approved amendments to an aggregate of 1,250,000 stock options (the “Options”) held by certain insiders of the Company, to amend the expiry dates of such Options from their current respective expiry dates to 10 years from their respective dates of grant. The final voting results are as follows:

Votes For

Against

Broker

Non-Votes

143,803,053

9,302,572

N/A

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TerrAscend Corp.

 

 

 

 

Date:

June 17, 2024

By:

/s/ Keith Stauffer

 

 

 

Keith Stauffer
Chief Financial Officer

 

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Document And Entity Information
Jun. 17, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 17, 2024
Entity Registrant Name TerrAscend Corp.
Entity Central Index Key 0001778129
Entity Emerging Growth Company true
Entity File Number 000-56363
Entity Incorporation, State or Country Code Z4
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 77 City Centre Drive Suite 501
Entity Address, City or Town Mississauga
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code L5B 1M5
City Area Code 717
Local Phone Number 610-4165
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security N/A
Trading Symbol TSNDF
Security Exchange Name NONE
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