Business

TerrAscend Closes Aunt Mary’s Deal for Fifth New Jersey Dispensary

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TerrAscend Corp. (TSND.TO ) said on September 16, 2026 that its consolidated entities have closed the previously announced transaction with Aunt Mary’s Dispensary LLC, located in Hunterdon County, New Jersey, giving the Toronto-based company its fifth retail location in the state. TerrAscend said the dispensary will be immediately accretive on an EBITDA and free cash flow basis.

“Aunt Mary’s generates more than US$10 million in annualized revenue today, and we see meaningful opportunities to enhance sales and profitability through the integration of our premium brand portfolio,” Executive Chairman Jason Wild said in the company’s announcement. Wild added that the company is excited to welcome the Aunt Mary’s team.

Aunt Mary’s was established in February 2023 and operates from a high-traffic retail corridor in Flemington, New Jersey, according to the company’s June 30, 2026 announcement of the agreement. The dispensary includes 5,200 square feet of retail space and benefits from limited nearby competition, the company said at the time.

Terms of the Agreement

TerrAscend entered into the agreement with Aunt Mary’s and the other parties named in it in June 2026 for total consideration of US$9 million. The consideration comprises US$3 million in the form of a five-year unsecured convertible debenture bearing interest at 6.0% per annum, with the company holding the right to pay interest in kind in accordance with the debenture’s terms, in exchange for an option to purchase 35% of Aunt Mary’s, plus US$6 million payable in cash upon exercise of the option.

The June announcement had described the instrument as a five-year unsecured convertible promissory note bearing interest at 6.0% and stated that closing was then subject to standard conditions, including regulatory approval. Both announcements state that the transaction conforms to New Jersey’s regulatory framework, which facilitates investment opportunities for diversely owned businesses.

In the June statement, Wild said: “We see a clear opportunity to enhance margins through vertical integration and the introduction of our premium brand portfolio, including Kind Tree, Legend, Valhalla and Cookies.” He described the acquisition as reflecting the company’s continued focus on disciplined, accretive transactions and said TerrAscend remained active in evaluating additional opportunities to expand its retail footprint.

Second-Quarter Results and New Jersey Context

The closing follows TerrAscend’s second-quarter 2026 financial report, released August 6, 2026, in which the Aunt Mary’s agreement was listed among the quarter’s business highlights. The company reported net revenue of $67.1 million for the quarter ended June 30, 2026, compared with $65.5 million in the first quarter of 2026 and $65.0 million in the second quarter of 2025, and a gross profit margin of 54.0%.

TerrAscend reported Adjusted EBITDA from continuing operations of $17.7 million, or 26.3% of net revenue, and free cash flow of $5.7 million, both non-GAAP measures the company defines in the report. Cash and cash equivalents stood at $42.0 million as of June 30, 2026. The company said the quarter was its sixteenth consecutive quarter of positive cash flow from continuing operations and its twelfth consecutive quarter of positive free cash flow.

Wild said second-quarter revenue increased sequentially across New Jersey, Maryland and Pennsylvania, with strength in both retail and wholesale channels. In New Jersey, the company said all three of its Apothecarium stores ranked within the state’s top 25, with two improving in rank quarter-over-quarter and Phillipsburg at number 3, citing LIT Alerts data. The company also reported that two of its four Apothecarium stores in Maryland, Cumberland and Salisbury, ranked among that state’s top 10, and that five of its six Apothecarium stores in Pennsylvania ranked among the top 15.

During the second quarter, TerrAscend completed an oversubscribed convertible debenture financing for aggregate gross proceeds of $21.8 million, applying $11.1 million to retire existing higher-interest-rate senior unsecured convertible debentures and extending the vast majority of its convertible debenture maturities to 2031, according to the report. The company also paid down $10.0 million of term-loan principal, bringing its year-to-date term-loan repayments to $15.5 million.

Wild said in the report that, as regulatory momentum continues to build, the company was taking steps to prepare for an uplisting to a major U.S. exchange.

According to the September 16 announcement, upon exercise of the option and satisfaction of additional conditions, the transaction will allow the company to fully consolidate Aunt Mary’s in its financial results and increase TerrAscend’s consolidated retail footprint to 21 dispensaries across five U.S. states and Canada.

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