TerrAscend Adds Fifth New Jersey Dispensary in $9M Option Deal

TerrAscend Corp (TSND.TO ). has agreed to take a stake in a fifth New Jersey dispensary, extending a state buildout it has assembled through a string of look-alike deals. The agreement, disclosed June 30, 2026, is worth $9 million — but it is structured as an option to buy 35% of Aunt Mary’s Dispensary in Flemington, not an outright purchase.

That distinction matters for how the deal hits the balance sheet. TerrAscend will pay $3 million through a five-year unsecured convertible note carrying 6% interest to acquire the option, then $6 million in cash if and when it exercises. The company said the Hunterdon County store generates more than $10 million in annualized revenue and that it expects the transaction to add to earnings and free cash flow as soon as it closes.

A repeatable New Jersey playbook

The option-and-note format is the same one TerrAscend used six months earlier to enter Hunterdon County. In December 2025 it closed on Union Chill, a Lambertville dispensary generating more than $11 million a year, in a $13 million deal built on convertible notes and a 35% option. Aunt Mary’s becomes its second store in the county and its fifth in the state, alongside three Apothecarium locations in Lodi, Maplewood and Phillipsburg.

Both deals conform to New Jersey’s cannabis rules, which steer investment toward what the state calls diversely owned businesses. Taking a minority option rather than buying outright lets a large multistate operator put capital and brands into an independently licensed store while staying inside that framework, and defer full consolidation until regulators sign off. The transaction still needs approval from New Jersey’s Cannabis Regulatory Commission, which the company expects within three to six months. Aunt Mary’s will keep its name.

New Jersey has become fertile ground for this kind of deal. The state capped its licenses and wrote its rules to favor smaller and social-equity operators, but adult-use demand since sales began in 2022 has made established, high-volume stores scarce and valuable. Every independent that sells a stake to a multistate buyer nudges the market toward the concentration the licensing structure was meant to slow.

For TerrAscend, the logic is margin. Executive Chairman Jason Wild called Aunt Mary’s a strong performer and pointed to “a clear opportunity to enhance margins through vertical integration and the introduction of our premium brand portfolio,” naming house labels Kind Tree, Legend, Valhalla and Cookies. In practice, that means routing the store’s roughly $10 million in sales toward products TerrAscend grows and makes itself, capturing wholesale margin it currently cedes to outside suppliers. The 5,200-square-foot store, opened in February 2023 in a high-traffic Flemington corridor, faces few nearby rivals.

The bigger move is on the balance sheet

The retail deal is the smaller of two announcements TerrAscend made within 24 hours. A day earlier, on June 29, 2026, the company filed a preliminary proxy statement with U.S. and Canadian regulators, calling a special shareholder meeting for August 24, 2026 to approve a reverse stock split.

TerrAscend wants shareholders to authorize consolidating its common, exchangeable and preferred shares at a ratio between one-for-five and one-for-twenty, with the board setting the exact figure. The aim is to lift a share price stuck below a dollar — recently around $0.62 on the OTCQX and $0.96 in Toronto — above the minimum listing thresholds of a major U.S. exchange. Wild framed a U.S. uplisting as “no longer a question of if, it is a question of when.”

That ambition rests on the April 23, 2026 federal decision to move marijuana in FDA-approved drugs and state-licensed medical programs from Schedule I to Schedule III, which eased the federal tax penalty that long barred cannabis operators from deducting ordinary business expenses. The relief is real but partial: adult-use cannabis, which drives most of TerrAscend’s revenue, remains a Schedule I substance federally, and the retroactive tax question is still contested. TerrAscend knows the stakes directly: the Justice Department sued the company earlier this year to claw back a multimillion-dollar tax refund it argued was issued in error.

Still, rescheduling has reopened a door U.S. exchanges kept shut, and the larger operators are moving through it. Trulieve became the first U.S. cannabis operator to list on the New York Stock Exchange in June 2026, and consolidation among multistate operators has accelerated, from Vireo Growth’s move on C21 Investments to TerrAscend’s own retail roll-up. The company, which reports in U.S. GAAP and recently closed an oversubscribed $21.7 million debt raise, is assembling the pieces a Nasdaq or NYSE listing would require.

For now, two clocks are running. New Jersey regulators hold the timeline on Aunt Mary’s, and shareholders vote on the share consolidation on August 24, and management has framed that vote as the gate to a U.S. listing.