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Filing Details

Accession Number:: 0001019056-23-000299
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-29 18:03:00
Reporting Period:: 2023-06-28

Accepted Time:: 2023-06-29 18:03:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1778129	Terrascend Corp.	TRSSF	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1082644	Jw Partners, Lp	14 North Lake Road Armonk NY 10504	No	No	Yes	No
1549738	Jw Asset Management, Llc	14 North Lake Road Armonk NY 10504	Yes	No	Yes	No
1778512	Jw Gp, Llc	14 North Lake Road Armonk NY 10504	No	No	Yes	No
1778752	G. Jason Wild	14 North Lake Road Armonk NY 10504	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2023-06-28	100,000	$1.50	2,675,364	No	4	P	Direct
Common Shares	Acquisiton	2023-06-28	700,002	$1.50	87,064,662	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Warrants	Acquisiton	2023-06-28	50,000	$0.00	50,000	$1.95
Common Shares	Warrants	Acquisiton	2023-06-28	350,001	$0.00	350,001	$1.95

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
250,000	2023-06-28	2025-06-28	No	4	A	Direct
17,479,518	2023-06-28	2025-06-28	No	4	A	Indirect

Footnotes

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner.
The amount of 100,000 in Table I reflects the 100,000 Common Shares acquired by Wild, and the amount of 700,002 in Table I reflects an aggregate of 700,002 Common Shares indirectly acquired by the Advisor, the General Partner and Wild through certain advised investment vehicles. The amount of 50,000 in Table II reflect 50,000 warrants acquired by Wild, and the amount of 350,001 in Table II reflect an aggregate of 350,001 warrants indirectly acquired by the Advisor, the General Partner and Wild through certain advised investment vehicles. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein.
(Footnote 2 continued): Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The Common Shares and Warrants reported in this Form 4 were acquired from the Issuer through a private placement. The price of 0 in item 8 of Table II reflects the warrants being issued with the Common Shares without further cost to the Reporting Persons.
The amount of 250,000 in item 9 of Table II reflects the aggregate number of derivative securities directly owned by Wild after the acquisition of the 50,000 warrants on June 28, 2023 as reported in this Form 4 and the expiration of 1,000,000 options on June 19, 2023 which were at exercise prices significantly above then market prices.