0001019056-23-000299.txt : 20230629 0001019056-23-000299.hdr.sgml : 20230629 20230629180300 ACCESSION NUMBER: 0001019056-23-000299 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230628 FILED AS OF DATE: 20230629 DATE AS OF CHANGE: 20230629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW Partners, LP CENTRAL INDEX KEY: 0001082644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 231058730 BUSINESS ADDRESS: STREET 1: 14 NORTH LAKE ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: (212) 446-5362 MAIL ADDRESS: STREET 1: 14 NORTH LAKE ROAD CITY: ARMONK STATE: NY ZIP: 10504 FORMER NAME: FORMER CONFORMED NAME: J.W. Partners, LP DATE OF NAME CHANGE: 20101112 FORMER NAME: FORMER CONFORMED NAME: J W FOCUSED GROWTH FUND L P DATE OF NAME CHANGE: 19990325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW Asset Management, LLC CENTRAL INDEX KEY: 0001549738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 231058731 BUSINESS ADDRESS: STREET 1: 14 NORTH LAKE RD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 212-446-5362 MAIL ADDRESS: STREET 1: 14 NORTH LAKE RD CITY: ARMONK STATE: NY ZIP: 10504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wild Jason G. CENTRAL INDEX KEY: 0001778752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 231058728 MAIL ADDRESS: STREET 1: JW ASSET MANAGEMENT, LLC STREET 2: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW GP, LLC CENTRAL INDEX KEY: 0001778512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 231058729 BUSINESS ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 466-5361 MAIL ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TerrAscend Corp. CENTRAL INDEX KEY: 0001778129 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3610 MAVIS ROAD CITY: MISSISSAUGA STATE: A6 ZIP: L5B 4A7 BUSINESS PHONE: 855 837-7295 MAIL ADDRESS: STREET 1: 3610 MAVIS ROAD CITY: MISSISSAUGA STATE: A6 ZIP: L5B 4A7 4 1 ownership.xml X0407 4 2023-06-28 0 0001778129 TerrAscend Corp. TRSSF 0001549738 JW Asset Management, LLC 14 NORTH LAKE ROAD ARMONK NY 10504 1 0 1 0 0001082644 JW Partners, LP 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 0001778512 JW GP, LLC 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 0001778752 Wild Jason G. 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 0 Common Shares 2023-06-28 4 P 0 100000 1.50 A 2675364 D Common Shares 2023-06-28 4 P 0 700002 1.50 A 87064662 I See footnotes Warrants 1.95 2023-06-28 4 A 0 50000 0 A 2023-06-28 2025-06-28 Common Shares 50000 250000 D Warrants 1.95 2023-06-28 4 A 0 350001 0 A 2023-06-28 2025-06-28 Common Shares 350001 17479518 I See 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. /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC 2023-06-29 EX-24 2 ex_24.htm

Exhibit 24

Information Regarding Joint Filers

Designated Filer of Form 4: JW Asset Management, LLC

Date of Earliest Transaction Required to be Reported: June 28, 2023

Issuer Name and Ticker Symbol: TerrAscend Corp. (TRSSF)


Names:	JW Asset Management, LLC, JW Partners, LP, JW GP, LLC and Jason G. Wild.


Address:	JW Asset Management, LLC
	14 North Lake Road
	Armonk, NY 10504

Signatures:

The undersigned, JW Partners, LP, JW GP, LLC and Jason G. Wild, are jointly filing the attached Statement of Ownership of Securities on Form 4 with JW Asset Management, LLC with respect to the beneficial ownership of securities of TerrAscend Corp.

JW ASSET MANAGEMENT, LLC

By: Jason G. Wild, its Managing Member

/s/ Jason Klarreich

Jason Klarreich, Attorney-in-Fact

JW PARTNERS, LP

By: JW GP, LLC, its General Partner

/s/ Jason Klarreich

Jason Klarreich, Attorney-in-Fact

JW GP, LLC

By: Jason G. Wild, its Managing Member

/s/ Jason Klarreich

Jason Klarreich, Attorney-in-Fact

JASON G. WILD

/s/ Jason Klarreich

Jason Klarreich, Attorney-in-Fact