UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549








FORM
10-K/A

(Amendment
No. 1)



(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2021

`

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO
|- | -----------------------------------------------------------------------------------------------------------------------------------------------



Commission File No. 000-56363



TERRASCEND CORP.

(Exact name of Registrant as specified in its
Charter)










|Ontario                                                            | N/A                                     
|------------------------------------------------------------------ | ----------------------------------------
|(State or other jurisdiction of
    incorporation or organization) | (I.R.S. Employer
    Identification No.)
|                                                                   |                                         
|3610 Mavis Road
    Mississauga, Ontario                           | L5C 1W2                                 
|(Address of principal executive offices)                           | (Zip Code)                              



Registrant’s telephone number, including
area code: (855) 837-7295










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



None



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



Common Shares

(Title of class)



Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈ Nox



Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ̈ Nox



Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



Yes ̈ Nox



Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit such files). Yes x  No  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|----------------------- |  | - |  | ------------------------- |  | -
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈
|Emerging growth company |  | x |  |                           |  |  



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. ̈



Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ̈



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈ No x



The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant computed by reference to the closing price as reported on the Canadian Stock Exchange on June 30,
2021 (the last business day of the Registrant’s most recently completed second fiscal quarter) was, on an as-converted basis, $2,720,645,057.



The number of shares of Registrant’s Common Shares outstanding
as of March 15, 2022 was 251,863,097.










AuditorFirmId 1930 AuditorName MNP LLP AuditorLocation Toronto, Canada













DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrant’s definitive Proxy Statement relating
to the 2022 Annual Meeting of Shareholders (the “Proxy Statement”) are incorporated by reference into Part III of this
Annual Report on Form 10-K where indicated. The Proxy Statement will be filed with the Securities and Exchange Commission within
120 days of the Registrant’s fiscal year ended December 31, 2021.



EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (this “Amendment”)
is being filed for the year ended December 31, 2021, solely to file Exhibit 23.1 (auditor’s consent), which was inadvertently
omitted from the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17,
2022 (the “Original Form 10-K”).



Except as otherwise expressly noted herein, this Amendment does not
modify or update in any way the information contained in, including the exhibits thereto, the Original Form 10-K, nor does it reflect
events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original
Form 10-K.



In addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, this Amendment also includes new certifications from the registrant’s principal executive officer and principal
financial officer pursuant to Section 302 of the Sabarnes-Oxley Act of 2002.













PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



Financial Statements



The consolidated financial statements of the registrant
are listed in the index to the consolidated financial statements and filed under Item 8 of this Annual Report.



Financial Statement Schedules



Not Applicable













Exhibits



|              |  |                                                                                                                                                                                                                                                                                              |  | Incorporated
    By Reference |  |          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | ---------
|ExhibitNumber |  | Exhibit Title                                                                                                                                                                                                                                                                                |  | Form                          |  | File No. 
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.1           |  | Arrangement Agreement,
    dated October 8, 2018, by and among TerrAscend Corp., Canopy Growth Corporation, Canopy Rivers Corporation, JW Opportunities
    Master Fund, Ltd., JW Partners, LP and Pharmaceutical Opportunities Fund, LP.*                                                   |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.2           |  | Securities Purchase Agreement,
    dated February 10, 2019, by and among BTHHM Berkeley, LLC, PNB Noriega, LLC, V Products, LLC, certain limited liability company
    interest holders of each of the forgoing entities, Michael Thomsen and TerrAscend Corp. and WDB Holding CA, Inc.*     |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.3           |  | Securities Purchase Agreement,
    dated February 10, 2019, by and among RHMT, LLC, Deep Thought, LLC, Howard Street Partners, LLC, certain limited liability company
    interest holders of each of the forgoing entities, Michael Thomsen, and TerrAscend Corp. and WDB Holding CA, Inc.* |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.4           |  | Securities Purchase and
    Exchange Agreement, dated August 1, 2019, by and among Ilera Holdings LLC, Mera I LLC, Mera II LLC, TerrAscend Corp., WDB Holding
    PA, Inc. and Osagie Imasogie.*                                                                                             |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.5           |  | Securities Purchase Agreement,
    dated February 10, 2019, by and among Gravitas Nevada Ltd, Verdant Nevada LLC, Green Achers Consulting Limited, TerrAscend Corp.
    and WDB Holding, NV, Inc.*                                                                                           |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.6           |  | Arrangement Agreement,
    dated August 31, 2021, by and between TerrAscend Corp. and Gage Growth Corp.*                                                                                                                                                                                     |  | 10-12G                        |  | 000-56363
|              |  |                                                                                                                                                                                                                                                                                              |  |                               |  |          
|2.7           |  | Membership Interest Purchase
    Agreement, dated August 31, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings, LLC, AEY Capital,
    LLC, AEY Thrive, LLC and Seller.*                                                                                         |  | 10-12G                        |  | 000-56363













|2.8  |  | First Amendment to Membership
    Interest Purchase Agreement, dated November 9, 2021, by and between WDB Holdings MI, Inc. and 3 State Park, LLC, AEY Holdings,
    LLC, AEY Capital, LLC, AEY Thrive, LLC and Seller.* |  | 10-12G/A |  | 000-56363 |  | 2.8  |  | 12/22/2021 |  | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- |  | --------- |  | ---- |  | ---------- |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|2.9  |  | Amending Agreement, dated
    October 4, 2021, by and between TerrAscend Corp. and Gage Growth Corp.                                                                                                                     |  | 10-12G   |  | 000-56363 |  | 2.8  |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|3.1  |  | Articles of TerrAscend
    Corp., dated March 7, 2017.                                                                                                                                                                   |  | 10-12G   |  | 000-56363 |  | 3.1  |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|3.2  |  | Articles of Amendment to
    the Articles of TerrAscend Corp., dated November 30, 2018.                                                                                                                                  |  | 10-12G/A |  | 000-56363 |  | 3.2  |  | 12/22/2021 |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|3.3  |  | Articles of Amendment to
    the Articles of TerrAscend Corp., dated May 22, 2020.                                                                                                                                       |  | 10-12G/A |  | 000-56363 |  | 3.3  |  | 12/22/2021 |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|3.4  |  | By-laws of TerrAscend Corp.,
    dated March 7, 2017.                                                                                                                                                                    |  | 10-12G   |  | 000-56363 |  | 3.4  |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|4.1  |  | Description of Securities.                                                                                                                                                                                               |  | 10-K     |  | 000-56363 |  | 4.1  |  | 3/17/2022  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.1 |  | Form of Voting Support
    Agreement.                                                                                                                                                                                    |  | 10-12G   |  | 000-56363 |  | 10.1 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.2 |  | Debenture Agreement, dated
    March 10, 2020, by and between Canopy Growth and TerrAscend Canada Inc.*                                                                                                                  |  | 10-12G   |  | 000-56363 |  | 10.2 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.3 |  | Credit Agreement, dated
    December 18, 2020, by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC, as Administrative
    Agent.                                                |  | 10-12G   |  | 000-56363 |  | 10.3 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.4 |  | Employment Agreement, dated
    May 1, 2018, by and between TerrAscend Corp. and Michael Nashat.                                                                                                                         |  | 10-12G   |  | 000-56363 |  | 10.4 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.5 |  | Employment Agreement, dated
    August 16, 2018, by and between TerrAscend Corp. and Adam Kozak.                                                                                                                         |  | 10-12G   |  | 000-56363 |  | 10.5 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.6 |  | Independent Contractor
    Agreement, dated December 1, 2019, by and between TerrAscend Corp. and Lisa Swartzman.                                                                                                        |  | 10-12G   |  | 000-56363 |  | 10.6 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.7 |  | Amendment to Independent
    Contractor Agreement, dated June 2, 2021, by and between TerrAscend Corp. and Lisa Swartzman.                                                                                               |  | 10-12G   |  | 000-56363 |  | 10.7 |  | 11/2/2021  |  | 
|     |  |                                                                                                                                                                                                                          |  |          |  |           |  |      |  |            |  | 
|10.8 |  | Consulting Agreement, dated
    January 9, 2020, by and between TerrAscend Corp. and JA Connect LLC.                                                                                                                     |  | 10-12G   |  | 000-56363 |  | 10.8 |  | 11/2/2021  |  | 













|10.9  |  | Employment Agreement, dated
    December 3, 2020, by and between TerrAscend Corp. and Greg Rochlin.                                                                                                  |  | 10-12G   |  | 000-56363 |  | 10.9  |  | 11/2/2021  |  |  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | --------- |  | ----- |  | ---------- |  | -
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.10 |  | Employment Agreement, dated
    April 22, 2020, by and between TerrAscend Corp. and Keith Stauffer.                                                                                                  |  | 10-12G   |  | 000-56363 |  | 10.10 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.11 |  | Employment Agreement, dated
    May 1, 2020, by and between TerrAscend Corp. and Jason Ackerman.                                                                                                     |  | 10-12G   |  | 000-56363 |  | 10.11 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.12 |  | Separation Agreement, dated
    March 6, 2020, by and between TerrAscend Corp. and Michael Nashat.                                                                                                   |  | 10-12G   |  | 000-56363 |  | 10.12 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.13 |  | Separation Agreement and
    General Release, dated July 29, 2021, by and between TerrAscend Corp. and Greg Rochlin.                                                                                 |  | 10-12G   |  | 000-56363 |  | 10.13 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.14 |  | Separation Agreement and
    General Release, dated August 17, 2021, by and between TerrAscend Corp. and Jason Ackerman.                                                                             |  | 10-12G   |  | 000-56363 |  | 10.14 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.15 |  | Employment Agreement, dated
    January 5, 2022, by and between TerrAscend USA, Inc. and Ziad Ghanem.                                                                                                |  | 10-12G/A |  | 000-56363 |  | 10.15 |  | 1/19/2022  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.16 |  | Form of Indemnity
    Agreement.                                                                                                                                                                     |  | 10-12G   |  | 000-56363 |  | 10.15 |  | 11/2/2021  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.17 |  | TerrAscend Corp. Stock
    Option Plan.                                                                                                                                                              |  | 10-12G/A |  | 000-56363 |  | 2.8   |  | 12/22/2021 |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.18 |  | Form of Option Agreement.                                                                                                                                                                            |  | 10-12G/A |  | 000-56363 |  | 10.15 |  | 1/19/2022  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.19 |  | TerrAscend Corp. Share
    Unit Plan.                                                                                                                                                                |  | 10-12G/A |  | 000-56363 |  | 2.8   |  | 12/22/2021 |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.20 |  | Form of Share Unit
    Agreement.                                                                                                                                                                    |  | 10-12G/A |  | 000-56363 |  | 10.15 |  | 1/19/2022  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|10.21 |  | Credit Agreement, dated
    November 22, 2021, by and among Gage Growth Corp. and its subsidiaries, as Borrowers, and Chicago Atlantic Admin, LLC, as Administrative
    Agent and Collateral Agent. |  | 10-K     |  | 000-56363 |  | 10.21 |  | 3/17/2022  |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|21.1  |  | List of Subsidiaries of
    TerrAscend Corp.                                                                                                                                                         |  | 10-12G/A |  | 000-56363 |  | 21.1  |  | 12/22/2021 |  |  
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|23.1  |  | Consent of Independent
    Registered Public Accounting Firm.                                                                                                                                        |  |          |  |           |  |       |  |            |  | X
|      |  |                                                                                                                                                                                                      |  |          |  |           |  |       |  |            |  |  
|31.1  |  | Certification of Executive
    Chairman required by Rule 13a-14(a) or 15d-14(a).                                                                                                                     |  | 10-K     |  | 000-56363 |  | 31.1  |  | 3/17/2022  |  |  













|31.2 |  | Certification of Chief
    Financial Officer required by Rule 13a-14(a) or 15d-14(a). |  | 10-K |  | 000-56363 |  | 31.2 |  | 3/17/2022 |  |  
|---- |  | ------------------------------------------------------------------------------------- |  | ---- |  | --------- |  | ---- |  | --------- |  | -
|     |  |                                                                                       |  |      |  |           |  |      |  |           |  |  
|31.3 |  | Certification of Executive
    Chairman required by Rule 13a-14(a) or 15d-14(a).      |  |      |  |           |  |      |  |           |  | X
|     |  |                                                                                       |  |      |  |           |  |      |  |           |  |  
|31.4 |  | Certification of Chief
    Financial Officer required by Rule 13a-14(a) or 15d-14(a). |  |      |  |           |  |      |  |           |  | X
|     |  |                                                                                       |  |      |  |           |  |      |  |           |  |  
|32.1 |  | Certification of Executive
    Chairman pursuant to Section 1350.                     |  | 10-K |  | 000-56363 |  | 32.1 |  | 3/17/2022 |  |  
|     |  |                                                                                       |  |      |  |           |  |      |  |           |  |  
|32.2 |  | Certification of Chief
    Financial Officer pursuant to Section 1350.                |  | 10-K |  | 000-56363 |  | 32.2 |  | 3/17/2022 |  |  



* Certain confidential information has been excluded from this exhibit
because it is both (i) not material and (ii) is the type of information of the Company treats as private or confidential.













SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                     | TERRASCEND CORP.
(Registrant)
|-------------------- | -----------------------------
|                     |                              
|Date: March 24, 2022 | By:                          
|                     |                              
|                     |