Basic Stats
| CIK | 1761510 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TILT Holdings Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commiss |
|
| August 22, 2025 |
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is entered into effective as of the 18th day of August 2025, by and between COMMONWEALTH ALTeRNATIVE CARE INC., a Massachusetts corporation ("Seller"), and IN GOOD HEALTH, INC., a Massachusetts corporation ("Buyer"). RECITALS A.WHEREAS, Seller and Buyer are parties to that c |
|
| August 22, 2025 |
TILT Holdings Announces Closing on Sale of Massachusetts Dispensaries to In Good Health Exhibit 99.1 TILT Holdings Announces Closing on Sale of Massachusetts Dispensaries to In Good Health SCOTTSDALE, AZ, August 18, 2025 - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe CA:TILT) (OTCID: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, announced today the closing of t |
|
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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 number: 000-56422 TIL |
|
| August 14, 2025 |
TILT Holdings Reports Second Quarter 2025 Results EXHIBIT 99.1 TILT Holdings Reports Second Quarter 2025 Results SCOTTSDALE, Ariz., Aug. 14, 2025 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT” or the “Company”) (Cboe CA: TILT) (OTCID: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, announced its financial and operating results for the |
|
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissio |
|
| August 5, 2025 |
Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT This Management Agreement (“Agreement”) is made and entered into this 30th day of July, 2025 by and between Standard Farms, LLC, a Pennsylvania limited liability company, having a principal place of business at 2801 E. Camelback Rd., Suite 180 Phoenix, AZ 85016 (the “Company”) and MariMed Advisors, Inc. a Delaware Corporation having a principal place of b |
|
| August 5, 2025 |
Exhibit 99.1 MariMed’s Products to Enter Pennsylvania Market Through a Management Services and Licensing Agreement with TILT Holdings NORWOOD, Mass. — July 31, 2025 — MariMed Inc. (“MariMed,” “the Company”) (CSE: MRMD) (OTCQX: MRMD), a leading cannabis consumer packaged goods company and retailer, today announced a strategic agreement with TILT Holdings (“TILT”) (CBOE: TILT) (OTCPK: TLLTF) that wi |
|
| June 18, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissio |
|
| June 18, 2025 |
TILT Holdings Reports Results of 2025 Annual General Meeting of Shareholders Exhibit 99.1 TILT Holdings Reports Results of 2025 Annual General Meeting of Shareholders PHOENIX, June 18, 2025—TILT Holdings Inc. (“TILT” or the “Company”) (Cboe CA: TILT) (OTCPK: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announces the results of the 2025 annual genera |
|
| May 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commission |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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 number: 000-56422 TI |
|
| May 15, 2025 |
TILT Holdings Reports First Quarter 2025 Results EXHIBIT 99.1 TILT Holdings Reports First Quarter 2025 Results PHOENIX, May 15, 2025 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT” or the “Company”) (Cboe CA: TILT) (OTCPK: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results for the three mon |
|
| April 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| April 10, 2025 |
List of Subsidiaries of TILT Holdings Inc. (filed herewith). Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation 1. Commonwealth Alternative Care, Inc. Massachusetts 2. Standard Farms LLC Pennsylvania 3. Standard Farms Ohio, LLC Ohio 4. Jupiter Research, LLC Arizona 5. Baker Technologies Inc. Delaware 6. Sea Hunter Therapeutics, LLC Delaware 7. JJ Blocker Co. Delaware 8. Jimmy Jang L.P. Delaware 9. SF |
|
| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 number: 000-56422 TILT Ho |
|
| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissi |
|
| April 3, 2025 |
TILT Holdings Receives Default Notice from Innovative Industrial Properties Exhibit 99.1 TILT Holdings Receives Default Notice from Innovative Industrial Properties PHOENIX, AZ, April 3, 2025 - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe CA:TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, acknowledges receipt of default notices from Inno |
|
| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0058 Expires:April 30, 2012 Estimated average burden hours per response2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Repor |
|
| March 19, 2025 |
TILT Holdings Reports Fourth Quarter and Full Year 2024 Results EXHIBIT 99.1 TILT Holdings Reports Fourth Quarter and Full Year 2024 Results PHOENIX, March 19, 2025 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT” or the “Company”) (Cboe CA: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results |
|
| March 19, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| February 3, 2025 |
Exhibit 99.1 TILT Holdings Signs Definitive Agreement to Divest Retail Locations in Massachusetts to In Good Health for $2 Million PHOENIX, AZ, February 3, 2025 - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe CA:TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, toda |
|
| February 3, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commis |
|
| February 3, 2025 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT between COMMONWEALTH ALTERNATIVE CARE INC. and IN GOOD HEALTH, INC. dated as of January 28, 2025 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of January 28, 2025 (the “Effective Date”), is entered into between Commonwealth Alternative Care Inc., a Massachusetts corporation (“Seller”) and In Good Health, Inc., a Massachuse |
|
| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commi |
|
| November 14, 2024 |
Exhibit 99.1 TILT Holdings Reports Third Quarter 2024 Results and Announces Strategic Review of its Plant-Touching Business PHOENIX, November 14, 2024 - TILT Holdings Inc. (“TILT” or the “Company”) (Cboe CA: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its |
|
| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 number: 000-5642 |
|
| November 14, 2024 |
Exhibit 10.1 AMENDMENT NUMBER ONE TO SIDE LETTER AGREEMENT THIS AMENDMENT NUMBER ONE TO SIDE LETTER AGREEMENT (this “Amendment”) is entered into as of July 19, 2024, by and among Tilt Holdings Inc., a corporation formed under the laws of British Columbia (“TILT”), Jimmy Jang, L.P., a Delaware limited partnership (“JJLP”), Baker Technologies, Inc., a Delaware corporation (“Baker”), Commonwealth Alt |
|
| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commis |
|
| October 31, 2024 |
Exhibit 10.1 October 14, 2024 Christopher Kelly Re: Separation Agreement and General Release Dear Chris: This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding your resignation from employment with the Company, effective today, October 14, 2024 (the “Separation Date”). Regardless of whether you sign this Agreement, within the time period |
|
| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commis |
|
| October 18, 2024 |
TILT Holdings Announces the Departure of its Chief Revenue Officer Exhibit 99.1 TILT Holdings Announces the Departure of its Chief Revenue Officer PHOENIX—October 18, 2024 TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced a leadership change. Chris Kelly, who has served |
|
| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Comm |
|
| October 3, 2024 |
Exhibit 99.1 TILT Holdings Announces Board Changes Adam Draizin Steps Down; TILT Veteran Marshall P. Horowitz Joins Board PHOENIX, October 3, 2024 -TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced that A |
|
| August 9, 2024 |
Exhibit 10.9 CONSENT, COLLATERAL RELEASE, AND SUBORDINATION AGREEMENT This CONSENT, COLLATERAL RELEASE AND SUBORDINATION AGREEMENT, dated as of May 2, 2024 (this “Agreement”), is entered into by and among JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacity, “Noteholder Representative”), SHENZHEN SMOORE TECHNOLOGY LIMITED, a company orga |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 number: 000-56422 TIL |
|
| August 9, 2024 |
TILT Holdings Reports Second Quarter 2024 Results EXHIBIT 99.1 TILT Holdings Reports Second Quarter 2024 Results PHOENIX, Aug. 09, 2024 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results for the three mont |
|
| August 9, 2024 |
Exhibit 10.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE |
|
| August 9, 2024 |
Exhibit 10.7 April 19, 2024 STRICTLY PRIVATE & CONFIDENTIAL TILT HOLDINGS INC. 2801 E CAMELBACK ROAD SUITE 180 PHOENIX, AZ 85016 Re: Side Letter Agreement (“Side Letter Agreement”) between Tim Conder (the “Employee”) and TILT Holdings Inc. (the “Company”) Dear Sir/Madam: WHEREAS the Employee and the Company have entered into an employment agreement dated September 26, 2023 pursuant to which the Co |
|
| August 9, 2024 |
Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2024, is made by STANDARD FARMS LLC, a Pennsylvania limited liability company (the “Borrower”), together with any subsidiary of the Borrower that becomes party hereto pursuant to Section 2[, and Baker Technologies, Inc., a Delaware corporation (“Baker”)], in favor of [***] (the “Lender”). RECITALS A.The |
|
| July 8, 2024 |
Letter from MGO, dated July 8, 2024 Exhibit 16.1 July 8, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on July 1, 2024, to be filed by our former client, TILT Holdings Inc.. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, |
|
| July 8, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| June 12, 2024 |
TILT Holdings Reports Results of 2024 Annual General Meeting of Shareholders Exhibit 99.1 TILT Holdings Reports Results of 2024 Annual General Meeting of Shareholders PHOENIX, June 12, 2024—TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announces the results of the 2024 annual general me |
|
| June 12, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissio |
|
| May 15, 2024 |
Exhibit 10.9 CONSENT, COLLATERAL RELEASE, AND SUBORDINATION AGREEMENT This CONSENT, COLLATERAL RELEASE AND SUBORDINATION AGREEMENT, dated as of May 2, 2024 (this “Agreement”), is entered into by and among JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacity, “Noteholder Representative”), SHENZHEN SMOORE TECHNOLOGY LIMITED, a company orga |
|
| May 15, 2024 |
TILT Holdings Reports First Quarter 2024 Results EXHIBIT 99.1 TILT Holdings Reports First Quarter 2024 Results PHOENIX, May 15, 2024 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results for the three months |
|
| May 15, 2024 |
Exhibit 10.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 number: 000-56422 TI |
|
| May 15, 2024 |
Exhibit 10.7 April 19, 2024 STRICTLY PRIVATE & CONFIDENTIAL TILT HOLDINGS INC. 2801 E CAMELBACK ROAD SUITE 180 PHOENIX, AZ 85016 Re: Side Letter Agreement (“Side Letter Agreement”) between Tim Conder (the “Employee”) and TILT Holdings Inc. (the “Company”) Dear Sir/Madam: WHEREAS the Employee and the Company have entered into an employment agreement dated September 26, 2023 pursuant to which the Co |
|
| May 15, 2024 |
Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2024, is made by STANDARD FARMS LLC, a Pennsylvania limited liability company (the “Borrower”), together with any subsidiary of the Borrower that becomes party hereto pursuant to Section 2[, and Baker Technologies, Inc., a Delaware corporation (“Baker”)], in favor of [***] (the “Lender”). RECITALS A.The |
|
| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commission |
|
| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| May 9, 2024 |
TILT Holdings Secures Funding to Develop Vertical Strategy in Pennsylvania Exhibit 99.1 TILT Holdings Secures Funding to Develop Vertical Strategy in Pennsylvania PHOENIX, May 9, 2024 (GLOBE NEWSWIRE) – TILT Holdings Inc. (“TILT” or the “Company”) (Cboe: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail, announced today that an experienced retailer |
|
| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat |
|
| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 number: 000-56422 TILT Ho |
|
| March 22, 2024 |
Exhibit 10.33 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment Agreement”) is entered by and between TILT Holdings Inc. (the “Company”) and Mark Higgins (“Executive”) as of December 1, 2022 (“Effective Date”). The Company and Executive are collectively referred to herein as “Parties” and individually as “Party.” WHEREAS, Executive has been em |
|
| March 22, 2024 |
Exhibit 10.32 TILT EXECUTIVE EMPLOYMENT AGREEMENT This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated September 24, 2021, with effect on September 27, 2021 (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and Mark Higgins (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually as a “Party.” RECITALS WH |
|
| March 22, 2024 |
List of Subsidiaries of TILT Holdings Inc. (filed herewith). Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation 1. Commonwealth Alternative Care, Inc. Massachusetts 2. Standard Farms LLC Pennsylvania 3. Standard Farms Ohio, LLC Ohio 4. Jupiter Research, LLC Arizona 5. Baker Technologies Inc. Delaware 6. Sea Hunter Therapeutics, LLC Delaware 7. JJ Blocker Co. Delaware 8. Jimmy Jang L.P. Delaware 9. SF |
|
| March 14, 2024 |
TILT Holdings Reports Fourth Quarter and Full Year 2023 Results EXHIBIT 99.1 TILT Holdings Reports Fourth Quarter and Full Year 2023 Results PHOENIX, March 14, 2024 (GLOBE NEWSWIRE) - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results |
|
| March 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2024 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commis |
|
| January 31, 2024 |
TILT Holdings Enters into Debt and Security Agreement with Smoore Technology Limited Exhibit 99.1 TILT Holdings Enters into Debt and Security Agreement with Smoore Technology Limited PHOENIX, AZ, January 31, 2024 - TILT Holdings Inc. (“TILT" or the “Company”) (Cboe:TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced that the Company and eac |
|
| January 31, 2024 |
Exhibit 10.4 SUBORDINATION AND INTERCREDITOR AGREEMENT This SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of January 28, 2024 (this “Agreement”), is entered into by and among ENTREPRENEUR GROWTH CAPITAL LLC, a Delaware limited liability company (“EGC” or “Working Capital Lender”), JORDAN GEOTAS, acting on behalf of himself, and on behalf of the Noteholders (as defined below) (in such capacit |
|
| January 31, 2024 |
Exhibit 10.5 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) dated to be effective as of January 28, 2024 is entered into by and between the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and SHENZHEN SMOORE TECHNOLOGY LIMITED, a company organized and existing unde |
|
| January 31, 2024 |
Exhibit 10.3 TILT HOLDINGS, INC. 2801 E. Camelback Road, Suite 180 Phoenix, Arizona 85016 January 28, 2024 Shenzhen Smoore Technology Limited 7201 E Henkel Way, Unit 115 Scottsdale, AZ 85255 Attention: Eula Liu and Cheney Xu Re:Guaranty (the “Guaranty”) dated as of January 28, 2024 by Tilt Holdings Inc. (“TILT”), Jimmy Jang, L.P. (“JJLP”), Baker Technologies, Inc. (“Baker”), Commonwealth Alternati |
|
| January 31, 2024 |
Exhibit 10.6 EQUITY PLEDGE AGREEMENT Pledgor: JIMMY JANG, L.P., a Delaware limited partnership Obligor: JUPITER RESEARCH, LLC, an Arizona limited liability company Date: January 28, 2024 THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is executed, on the above date, by the pledgor named above (“Pledgor”), in favor of and delivered to SHENZHEN SMOORE TECHNOLOGY LIMITED (“Secured Party”), with respe |
|
| January 31, 2024 |
Exhibit 10.1 DEBT AND SECURITY AGREEMENT This DEBT AND SECURITY AGREEMENT, dated as of January 28, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by TILT HOLDINGS INC., a corporation formed under the laws of British Columbia (“TILT”), JIMMY JANG, L.P., a Delaware limited partnership (“JJLP”), BAKER TECHNOL |
|
| January 31, 2024 |
Exhibit 10.2 GUARANTY This GUARANTY (this “Guaranty”) dated as of January 28, 2024 is made by TILT HOLDINGS INC., a corporation formed under the laws of British Columbia (“TILT”), JIMMY JANG, L.P., a Delaware limited partnership (“JJLP”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JIMMY JANG HOLDINGS INC., a |
|
| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commi |
|
| November 13, 2023 |
TILT Holdings Reports Third Quarter 2023 Results Revenue Up 10% Year-Over-Year to $44. |
|
| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 number: 000-5642 |
|
| October 6, 2023 |
Exhibit 10.1 LIMITED WAIVER AND CONTINUED FORBEARANCE AGREEMENT This Limited Waiver and Continued Forbearance Agreement (“Agreement”), dated as of October 2, 2023, is made by and among JIMMY JANG, L.P., a Delaware limited partnership, BAKER TECHNOLOGIES, INC., a Delaware corporation, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, and JUPITER RESEARCH, LLC, an Arizona limited lia |
|
| October 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commiss |
|
| October 2, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of September 26, 2023 (the “Effective Date”), by and between TILT Holdings Inc. (the “Company”), and Tim Conder (“Employee”). The Company and the Employee are each referred herein as a “Party” and collectively as the “Parties.” The Company and Employee hereby agree as follows: 1.Employment. The Company s |
|
| October 2, 2023 |
TILT Holdings Appoints Tim Conder as Permanent CEO, Announces Change of Board Chairperson Exhibit 99.1 TILT Holdings Appoints Tim Conder as Permanent CEO, Announces Change of Board Chairperson PHOENIX, September [26], 2023 - TILT Holdings Inc. (“TILT" or the “Company”) (NEO: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced that Interim Chief |
|
| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Comm |
|
| September 7, 2023 |
Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SFNY HOLDINGS, INC., STANDARD FARMS NEW YORK, LLC AND CGSF INVESTMENTS LLC SEPTEMBER 1, 2023 List of Exhibits Exhibit A Assignment Exhibit B CGSF Loan Termination Agreement Exhibit C Form of Standard Farms Certificate of Amendment Exhibit D Form of Mutual Non-Disparagement Agreement i MEMBERSHIP INTEREST PURCHASE AG |
|
| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commi |
|
| September 7, 2023 |
Exhibit 10.2 LOAN TERMINATION AGREEMENT September 1, 2023 THIS LOAN TERMINATION AGREEMENT (this “Agreement”), dated as of September 1, 2023, by and between CGSF Group LLC (formerly known as CGV Group LLC) (“Borrower”) and SFNY Holdings, Inc. (“Lender”). Borrower and Lender may be referred to individually as, a “Party” and are collectively referred to as, the “Parties”). WHEREAS, the Borrower and t |
|
| September 7, 2023 |
Exhibit 99.1 TILT Holdings, Shinnecock Nation and PowerFund Partners Finalize Change in Partnership of Little Beach Harvest Joint Venture PHOENIX, September 5, 2023 – TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTC: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 number: 000-56422 TIL |
|
| August 14, 2023 |
TILT Holdings Reports Second Quarter 2023 Results TILT Holdings Reports Second Quarter 2023 Results PHOENIX, August 14, 2023 - TILT Holdings Inc. |
|
| August 14, 2023 |
Preferability Letter of Macias Gini & O’Connell LLP (filed herewith). Exhibit 18.1 May 12, 2023 Audit Committee of the Board of Directors TILT Holdings Inc. 2801 E. Camelback Rd Ste 180 Phoenix, AZ 85016 We have audited the consolidated financial statements as of and for the year then ended December 31, 2022, included in your Annual Report on Form 10-K to the Securities and Exchange Commission and have issued our report thereon dated March 16, 2023. In addition, we |
|
| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commiss |
|
| July 5, 2023 |
Separation Agreement dated June 28, 2023 by and between TILT Holdings Inc. and Dana Arvidson. Exhibit 10.1 June 28, 2023 Dana Arvidson [***] Re: Separation Agreement and General Release Dear Dana: This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding the termination of your employment with the Company, effective, May 22, 2023 (the “Separation Date”), as a result of a reduction in force. Regardless of whether you sign th |
|
| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissio |
|
| June 13, 2023 |
Exhibit 99.1 TILT Holdings Announces Board Changes D’Angela Simms Steps Down; Cannabis and Supply Chain Veteran Art Smuck Joins Board PHOENIX, June 8, 2023 -TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announc |
|
| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| June 8, 2023 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| June 8, 2023 |
TILT Holdings Reports Results of 2023 Annual General Meeting of Shareholders Exhibit 99.1 TILT Holdings Reports Results of 2023 Annual General Meeting of Shareholders PHOENIX, June 7, 2023—TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announces the results of the 2023 annual general mee |
|
| May 26, 2023 |
Exhibit 99.1 TILT Holdings Announces Leadership Change, Departure of Chief Financial Officer Brad Hoch, Chief Accounting Officer, appointed as Interim Chief Financial Officer PHOENIX—May 22, 2023 TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, bran |
|
| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| May 19, 2023 |
Exhibit 10.10 CONSENT, CONFIRMATION, LIMITED WAIVER AND FORBEARANCE AGREEMENT This Consent, Confirmation, Limited Waiver, and Forbearance Agreement (“Agreement”), dated as of May 15, 2023, is made by and among JIMMY JANG, L.P., a Delaware limited partnership, BAKER TECHNOLOGIES, INC., a Delaware corporation, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, and JUPITER RESEARCH, LL |
|
| May 19, 2023 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collectively, the “Grantors” and each, a “Grantor”), in favor of JORDAN GEOTAS, as representative |
|
| May 19, 2023 |
Exhibit 10.2 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the parties signatory hereto as a “Pledgor” (individually and/or collectively, as the context may require, “Pledgor(s)”), and JORDAN GEOTAS, as representative of the |
|
| May 19, 2023 |
Exhibit 10.7 TRADEMARK SECURITY AGREEMENT (Canada) TRADEMARK SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined b |
|
| May 19, 2023 |
Exhibit 10.4 GUARANTY This GUARANTY, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “Guarantors” and each, a “Guarantor”), in favor of JORDAN GEOTAS, as representative of the Purchas |
|
| May 19, 2023 |
Exhibit 10.8 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defi |
|
| May 19, 2023 |
Exhibit 10.1 SECURED NOTE PURCHASE AGREEMENT This Secured Note Purchase Agreement (this “Agreement”), dated as of May 15, 2023, is entered into among JIMMY JANG, L.P., a Delaware limited partnership (“Jimmy Jang”), BAKER TECHNOLOGIES, INC., a Delaware corporation (“Baker”), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (“CAC”), JUPITER RESEARCH, LLC, an Arizona limited liability |
|
| May 19, 2023 |
Exhibit 10.12 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN JURISDICTION OR ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULG |
|
| May 19, 2023 |
Exhibit 10.6 TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement (as defined below) (in |
|
| May 19, 2023 |
TILT Holdings Closes on Funding of up to US$4.0 Million Exhibit 99.1 TILT Holdings Closes on Funding of up to US$4.0 Million PHOENIX, May 16, 2023 - TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced the closing of an offering of up to US$4.5 million in aggrega |
|
| May 19, 2023 |
Exhibit 10.5 CANADIAN SECURITY AGREEMENT This CANADIAN SECURITY AGREEMENT, dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by TILT HOLDINGS INC., a British Columbia corporation, as “Grantor” (the “Grantor”), in favor of JORDAN GEOTAS, as representative of the Purchasers named in the Purc |
|
| May 19, 2023 |
Exhibit 10.11 SUBORDINATION AND INTERCREDITOR AGREEMENT This SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 15, 2023 (this “Agreement”), is by and among ENTREPRENEUR GROWTH CAPITAL LLC, a Delaware limited liability company (“Working Capital Lender”), JORDAN GEOTAS, in his capacity as Noteholder Representative (in such capacity, the “Noteholder Representative”) for the Noteholders (as h |
|
| May 19, 2023 |
Exhibit 10.9 PATENT SECURITY AGREEMENT (Canada) This PATENT SECURITY AGREEMENT dated as of May 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers named in the Purchase Agreement |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 number: 000-56422 TI |
|
| May 15, 2023 |
Exhibit 10.4 TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT You have been granted the following Restricted Stock Units (“RSUs”) of TILT Holdings Inc. (the “Company”) on (the “RSUs Grant Date”): Name of Participant: [Subject] (the “Participant”) Total Number of RSUs Granted: Vesting Dates: Date (each Business Day coincident with or follow |
|
| May 15, 2023 |
Exhibit 10.3 TILT HOLDINGS INC. (THE “COMPANY”) AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Shares of TILT Holdings Inc. (the “Company”): Name of Optionee: Total Number of Shares subject to the Option: Shares Type of Option: ☐ Incentive Stock Option (employees only) ☐ Non-Qualified Stock Option Exercise Pric |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commission |
|
| May 15, 2023 |
Exhibit 10.2 TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to |
|
| May 15, 2023 |
TILT Holdings Reports First Quarter 2023 Results Exhibit 99.1 TILT Holdings Reports First Quarter 2023 Results Phoenix, Arizona, May 15, 2023 - TILT Holdings Inc. (“TILT" or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, is reporting its financial and operating results for the three months ended |
|
| May 15, 2023 |
Preferability Letter of Macias Gini & O’Connell LLP (filed herewith). Exhibit 18.1 May 12, 2023 Audit Committee of the Board of Directors TILT Holdings Inc. 2801 E. Camelback Rd Ste 180 Phoenix, AZ 85016 We have audited the consolidated financial statements as of and for the year then ended December 31, 2022, included in your Annual Report on Form 10-K to the Securities and Exchange Commission and have issued our report thereon dated March 16, 2023. In addition, we |
|
| May 15, 2023 |
Exhibit 10.5 TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF PERFORMANCE STOCK UNIT GRANT You have been granted the following Performance Stock Units (“PSUs”) of TILT Holdings Inc. (the “Company”) on (the “PSUs Grant Date”): Name of Participant: [Subject] (the “Participant”) Total Number of PSUs Granted: Vesting Terms: The vesting terms of the PSUs are set forth in |
|
| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat |
|
| April 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| April 25, 2023 |
Separation Agreement dated April 21, 2023 by and between TILT Holdings Inc. and Gary F. Santo, Jr. Exhibit 10.1 Execution Version April 21, 2023 Gary F. Santo, Jr. Re: Separation Agreement and General Release Dear Gary: This letter sets forth the agreement (the “Agreement”) between you and TILT Holdings Inc. (the “Company”) regarding your resignation from employment with the Company, effective today, April 21, 2023 (the “Separation Date”). Except as specifically stated herein, this Agr |
|
| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissi |
|
| April 25, 2023 |
TILT Holdings Board of Directors Announces Leadership Change; Appoints Tim Conder as Interim CEO EX-99.1 3 tm2313648d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TILT Holdings Board of Directors Announces Leadership Change; Appoints Tim Conder as Interim CEO PHOENIX—April 24, 2023 TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and |
|
| March 23, 2023 |
TLLTF / TILT Holdings Inc / Wang Deyong Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TILT Holdings Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 88688R104 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
|
| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commiss |
|
| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Com |
|
| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 number: 000-56422 TILT Ho |
|
| March 16, 2023 |
List of Subsidiaries of TILT Holdings Inc. (filed herewith). Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation 1. Commonwealth Alternative Care, Inc. Massachusetts 2. Standard Farms LLC Pennsylvania 3. Standard Farms Ohio, LLC Ohio 4. Jupiter Research, LLC Arizona 5. Baker Technologies Inc. Delaware 6. Sea Hunter Therapeutics, LLC Delaware 7. JJ Blocker Co. Delaware 8. Jimmy Jang L.P. Delaware 9. SF |
|
| March 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissi |
|
| March 16, 2023 |
Exhibit 99.1 TILT Holdings Reports Fourth Quarter and Full Year 2022 Results - Q4 revenue up 9% quarter over quarter to $44.3 million - - FY 2022 cash from operations up significantly to $8.6 million, compared to cash used of $8.6 million in FY 2021 - - Recently completed refinancing of legacy debt, reducing principal debt outstanding by nearly half - Phoenix, Arizona, March 16, 2023 - TILT Holdin |
|
| March 16, 2023 |
Ehibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TILT Holdings Inc. (the “Company”) has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: its common shares, no par value (“Common Shares”). The following description of certain of the Company’s securities is a summ |
|
| March 16, 2023 |
EX-4.5 2 tilt-20221231xex4d5.htm EX-4.5 Exhibit 4.5 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 23, 2020. THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 P.M. (VANCOUVER TIME) ON THE EXPIRY DATE. TILT HOLDINGS INC. (Incorporated under the laws of the Province of British Columbia) Certificate Number: [CE |
|
| March 16, 2023 |
Exhibit 10.41 CONFORMED Secured Note Purchase Agreement, dated as of November 1, 2019, as amended by First Amendment to Secured Note Purchase Agreement, dated as of February 15, 2023 SECURED NOTE PURCHASE AGREEMENT This Secured Note Purchase Agreement (this “Agreement”), dated as of November 1, 2019, is entered into among JIMMY JANG, L.P., a Delaware limited partnership (“Jimmy Jang”), BAKER TECHN |
|
| March 14, 2023 |
Exhibit 99.1 TILT Completes Final Actions Related to Debt Refinancing Amends Existing Revolving Credit Facility to Increase Credit Availability, Improve Terms and Extend Maturity Date; Announces Appointment of New Board Member PHOENIX, March 14, 2023 - TILT Holdings Inc. (“TILT" or the “Company”) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation te |
|
| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commissio |
|
| February 27, 2023 |
TLLTF / TILT Holdings Inc / Crompton Robert Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TILT Holdings Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 88688R104 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
|
| February 27, 2023 |
TLLTF / TILT Holdings Inc / Scatterday Mark Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TILT Holdings Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 88688R104 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
|
| February 16, 2023 |
Exhibit 10.1 first AMENDMENT TO SECURED NOTE PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURED NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of February 15, 2023, by and among JIMMY JANG, L.P., a Delaware limited partnership, BAKER TECHNOLOGIES, INC., a Delaware corporation, COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, JUPITER RESEARCH, LLC, an Arizona l |
|
| February 16, 2023 |
Exhibit 4.1 WARRANT CERTIFICATE THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 PM, ARIZONA TIME, ON FEBRUARY 15, 2030, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT MUST NOT TRADE THIS WARRANT BEFORE JUNE 16, 2023. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXE |
|
| February 16, 2023 |
EX-10.9 11 tm236489d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PATENT SECURITY AGREEMENT (Canada) This PATENT SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative |
|
| February 16, 2023 |
Exhibit 99.1 TILT Holdings Completes the Refinancing of its Legacy Debt, Successfully Reduces Outstanding Debt by 47% Year Over Year The Company also announces completion of its US $15 million sale-leaseback transaction for its PA cultivation and manufacturing facility; changes to Board of Directors PHOENIX, Feb. 16, 2023 - TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a |
|
| February 16, 2023 |
EX-10.4 6 tm236489d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 AMENDED AND RESTATED GUARANTY This AMENDED AND RESTATED GUARANTY, dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “ |
|
| February 16, 2023 |
Exhibit 10.5 AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT This AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT, dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by TILT HOLDINGS INC., a British Columbia corporation, as “Grantor” (the “Grantor”), in favor of JORDAN GEOTAS, as rep |
|
| February 16, 2023 |
EX-10.3 5 tm236489d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collec |
|
| February 16, 2023 |
Exhibit 10.10 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN JURISDICTION OR ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULG |
|
| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commi |
|
| February 16, 2023 |
Exhibit 10.8 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Pur |
|
| February 16, 2023 |
Exhibit 10.7 TRADEMARK SECURITY AGREEMENT (Canada) TRADEMARK SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Pu |
|
| February 16, 2023 |
Exhibit 10.6 TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), among each of the signatories hereto (collectively, the “Grantors”) and JORDAN GEOTAS, as representative of the Purchasers and AP Noteholders named in the Purchase Agreemen |
|
| February 16, 2023 |
EX-10.2 4 tm236489d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Amended and restated pledge AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of February 15, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the parties signatory hereto as a “Pledgor” (individually and/or collective |
|
| February 16, 2023 |
EX-10.11 13 tm236489d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN JURISDICTION OR ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UN |
|
| February 13, 2023 |
TLLTF / Tilt Holdings Inc / Scatterday Mark - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TILT Holdings Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 88688R104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
|
| January 3, 2023 |
EX-10.2 3 tilt-20221230xex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 4 TO PROMISSORY NOTE This AMENDMENT NO. 4 TO PROMISSORY NOTE (this “Amendment”) is dated as of December 30, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC |
|
| January 3, 2023 |
Exhibit 10.1 FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this ?Amendment?) is entered into effective as of the 30th day of December 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company (?Seller?), and IIP-PA 9 LLC, a Delaware limited liability company (? |
|
| January 3, 2023 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? ? British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorpo |
|
| January 3, 2023 |
EX-99.1 4 tilt-20221230xex99d1.htm EX-99.1 Exhibit 99.1 TILT Holdings Pays Down $7.5M in Senior Debt in the Fourth Quarter, Extends Maturity of Remaining Senior Secured Notes Until February 28, 2023 Company Continues to Work Toward Signing and Closing of New Debt Facility to Refinance Remaining Legacy Debt PHOENIX, January 3, 2023 - TILT Holdings Inc. (“TILT” or the “Company”) (NEO:TILT) (OTCQX: T |
|
| December 1, 2022 |
Exhibit 10.2 ? TILT EXECUTIVE EMPLOYMENT AGREEMENT ? This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of November 29, 2022, with effect on December 1, 2022, (the ?Effective Date?), is by and between TILT HOLDINGS INC. (the ?Company?) and Brad Hoch (the ?Executive?). The Company and Executive are collectively referred to herein as ?Parties? and individually as a ?Party.? ? RECITA |
|
| December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commi |
|
| December 1, 2022 |
Exhibit 10.3 TILT EXECUTIVE EMPLOYMENT AGREEMENT WITH CHRISTOPHER KELLY This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 1, 2022, with effect on the same date (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and Christopher Kelly (the “Executive”). The Company and Executive are collectively referred to herein as “Parties” and individually |
|
| December 1, 2022 |
Exhibit 10.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment Agreement”) is entered by and between TILT Holdings Inc. (the “Company”) and Dana Arvidson (“Executive”) as of December 1, 2022 (“Effective Date”). The Company and Executive are collectively referred to herein as “Parties” and individually as “Party.” WHEREAS, Executive has been em |
|
| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
|
| November 14, 2022 |
EX-99.1 3 tilt-20221114xex99d1.htm EX-99.1 Exhibit 99.1 TILT Holdings Reports Third Quarter 2022 Results Plant touching revenue increased 8% year-over-year driven by 424% growth in brand partner sales as TILT executes on its strategic vision; YTD cash from operations up significantly year-over-year to $8.3 million, compared to cash used of $3.9 million; Company extends maturity date for certain se |
|
| November 14, 2022 |
Letter Agreement dated September 9, 2022 by and between TILT Holdings Inc. and Marshall Horowitz. Exhibit 10.1 September 9, 2022 Marshall Horowitz 533 San Marino Ave. San Marino, CA 91108 Email: [email protected] RE: CONSULTING SERVICES AGREEMENT BETWEEN TILT HOLDINGS INC. (?Company?) and MARSHALL HOROWITZ (?Consultant?), dated January 1, 2022 (the ?Existing Agreement?) Dear Marshall, This letter agreement (?Letter Agreement?) serves to memorialize our understanding regarding the rene |
|
| November 14, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? ? British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorpo |
|
| November 14, 2022 |
? Exhibit 10.1 AMENDMENT NO. 3 TO PROMISSORY NOTE ? This AMENDMENT NO. 3 TO PROMISSORY NOTE (this ?Amendment?) is dated as of November 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, togethe |
|
| November 14, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? ? British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorpo |
|
| November 14, 2022 |
Exhibit 32.1 ? CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ? In connection with the Quarterly Report of TILT Holdings Inc. (the ?Company?) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission (?SEC?) on the da |
|
| November 14, 2022 |
Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brad Hoch, certify that: ? 1. I have reviewed this Quarterly Report on Form 10-Q of TILT Holdings Inc.; ? 2. Based on my knowledge, this report does not contain any untrue statement of |
|
| November 14, 2022 |
Exhibit 99.1 ? TILT Extends Maturity Date for Certain Senior Debt Holders and Announces Agreement in Principle for New Debt Facility ? PHOENIX, November 14, 2022 - TILT Holdings Inc. (?TILT" or the ?Company?) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, has ent |
|
| November 14, 2022 |
AMENDMENT NO. 3 PROMISSORY NOTE ? Exhibit 10.1 AMENDMENT NO. 3 TO PROMISSORY NOTE ? This AMENDMENT NO. 3 TO PROMISSORY NOTE (this ?Amendment?) is dated as of November 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, togethe |
|
| November 14, 2022 |
EX-1 3 tilt-20220930xex1.htm EX-1 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary F. Santo, Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of TILT Holdings Inc.; 2. Based on my knowledge, this report do |
|
| October 28, 2022 |
Exhibit 10.1 ? FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of October 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company ("Seller"), and IIP-PA 9 LLC, a Delaware limited liability company |
|
| October 28, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? ? British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorp |
|
| October 28, 2022 |
Exhibit 99.1 ? TILT Extends Maturity Date for Certain Senior Debt Holders, Signs Fourth Amendment for its White Haven, Pennsylvania, Facility Purchase and Sale Agreement ? PHOENIX, Oct. 25, 2022 - TILT Holdings Inc. (?TILT" or the ?Company?) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, bran |
|
| October 28, 2022 |
Exhibit 10.2 ? AMENDMENT NO. 1 TO PROMISSORY NOTE ? This AMENDMENT NO. 1 TO PROMISSORY NOTE (this ?Amendment?) is dated as of October 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together |
|
| October 28, 2022 |
EX-10.3 4 tilt-20221024xex10d3.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 TO PROMISSORY NOTE This AMENDMENT NO. 2 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 24, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC. |
|
| October 25, 2022 |
Exhibit 99.1 TILT Extends Maturity Date for Certain Senior Debt Holders, Signs Fourth Amendment for its White Haven, Pennsylvania, Facility Purchase and Sale Agreement PHOENIX, Oct. 25, 2022 - TILT Holdings Inc. (“TILT" or the “Company”) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand de |
|
| October 25, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO PROMISSORY NOTE This AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 14, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, jo |
|
| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Commis |
|
| October 25, 2022 |
Form of Amendment No. 1 to Senior Secured Promissory Note. Exhibit 10.2 AMENDMENT NO. 2 TO PROMISSORY NOTE This AMENDMENT NO. 2 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 24, 2022, by and among JIMMY JANG, L.P., a Delaware limited partnership and BAKER TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, jo |
|
| October 25, 2022 |
Amendment No. 2 to Promissory Note, dated as of October 24, 2022. Exhibit 10.3 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of October 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company ("Seller"), and IIP-PA 9 LLC, a Delaware limited liability company ( |
|
| September 30, 2022 |
TILT Signs Third Amendment for its White Haven, Pennsylvania Facility Purchase and Sale Agreement Exhibit 99.1 ? TILT Signs Third Amendment for its White Haven, Pennsylvania Facility Purchase and Sale Agreement ? PHOENIX, September 30, 2022 - TILT Holdings Inc. (?TILT? or the ?Company?) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development, and retail, has signed a third amendm |
|
| September 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) (Comm |
|
| September 30, 2022 |
Exhibit 10.1 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this ?Amendment?) is entered into effective as of the 30th day of September 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company (?Seller?), and IIP-PA 9 LLC, a Delaware limited liability company ( |
|
| August 15, 2022 |
Exhibit 99.1 ? TILT Holdings Reports Second Quarter 2022 Results, Delivers 11% Sequential Revenue Growth Delivers 8% QoQ and 22% YoY growth in the Company?s cannabis operations Announced new brand partnerships and cross-collaboration products Phoenix, Arizona, August 15, 2022 - TILT Holdings Inc. (?TILT" or the ?Company?) (NEO:TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions |
|
| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 TILT HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? ? British Columbia 000-56422 83-2097293 (State or other jurisdiction of incorporation) |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 number: 000-56422 TIL |
|
| July 22, 2022 |
As filed with the Securities and Exchange Commission on July 22, 2022 As filed with the Securities and Exchange Commission on July 22, 2022 Registration No. |
|
| July 22, 2022 |
EX-FILING FEES 4 tm2221077d1ex-filingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) TILT Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate |
|
| June 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TILT Holdings Inc. (Exact name of registrant as specified in its charter) British Columbia 83-2097293 (State or other jurisdiction of incorporation or organization) |
|
| June 29, 2022 |
TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan (filed herewith). Exhibit 10.24 AMENDED AND RESTATED EQUITY INCENTIVE PLAN TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN Section 1.?????????????Purpose The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future suc |
|
| June 29, 2022 |
Exhibit 4.3 WARRANT CERTIFICATE UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 2, 2020. the warrants evidenced hereby are EXERCISABLE ON OR BEFORE 5:00 PM, VANCOUVER TIME, On November 1, 2022, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON E |
|
| June 29, 2022 |
Exhibit 4.2 WARRANT CERTIFICATE the warrants evidenced hereby are EXERCISABLE ON OR BEFORE 5:00 PM, VANCOUVER TIME, On November 22, 2022, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?), O |
|
| June 29, 2022 |
Exhibit 10.28 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 17th day of June 2022, by and between WHITE HAVEN RE, LLC, a Pennsylvania limited liability company ("Seller"), and IIP-PA 9 LLC, a Delaware limited liability company ("B |
|
| June 29, 2022 |
June 29, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: TILT Holdings Inc. Amendment No. 1 to Registration Statement on Form 10 Filed June 3, 2022 File No. 000-56422 Ladies and Gentlemen: On behalf of TILT Holdings Inc., a corporation existing under the laws of the Province of British Columbia (the |
|
| June 3, 2022 |
EX-10.1 8 tm221609d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. LOAN AGREEMENT This Loan Agreement dated as of August 24, 2021, is entered into by and between CGSF Group LLC (forme |
|
| June 3, 2022 |
EX-10.7 12 tm221609d3ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. JUNIOR GUARANTY This JUNIOR GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified |
|
| June 3, 2022 |
EX-2.4 5 tm221609d3ex2-4.htm EXHIBIT 2.4 Exhibit 2.4 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with [***]” to indicate where omissions have been made. PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS COMMONWEALTH ALTERNATIVE CARE INC., a Massachusetts corporation |
|
| June 3, 2022 |
Exhibit 10.6 REDACTED VERSION THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE ?SUBORDINATION AGREEMENT?) DATED AS OF NOVEMBER 1, 2019 AMONG, JIMMY JANG, L.P., A DELAWARE LIMITED PARTNERSHIP, BAKER TECHNOLOGIES, INC., A DELAWARE CORPORATION, COMMONWEALTH ALTERNATIVE CARE, INC., A MASSACHUSETTS |
|
| June 3, 2022 |
CORRESP 1 filename1.htm June 3, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: TILT Holdings Inc. Registration Statement on Form 10 Filed April 19, 2022 File No. 000-56422 Ladies and Gentlemen: On behalf of TILT Holdings Inc., a corporation existing under the laws of the Province of British Columbia |
|
| June 3, 2022 |
JUNIOR CANADIAN SECURITY AGREEMENT EX-10.10 14 tm221609d3ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. JUNIOR CANADIAN SECURITY AGREEMENT This CANADIAN SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, |
|
| June 3, 2022 |
EX-2.2 3 tm221609d3ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 Execution Copy Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among JIMMY JANG, L.P. HAMMBUTNOCHEESE MERGER SU |
|
| June 3, 2022 |
EX-10.2 9 tm221609d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. This Agreement dated for reference October 27, 2021. BETWEEN: SANTE VERITAS THERAPEUTICS INC., a British Columbia co |
|
| June 3, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TILT Holdings Inc. (Exact name of registrant as specified in its charter) British Columbia 83-2097293 (State or other jurisdiction of incorporation or organization) |
|
| June 3, 2022 |
Exhibit 2.5 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with ?[***]? to indicate where omissions have been made. PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS WHITE HAVEN RE, LLC, a Pennsylvania limited liability company "SELLER" AND IIP-PA 9 LLC, a Delaware lim |
|
| June 3, 2022 |
EX-10.9 13 tm221609d3ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. JUNIOR SECURITY AGREEMENT This JUNIOR SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or |
|
| June 3, 2022 |
EX-10.5 10 tm221609d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. SENIOR SECURED NOTE PURCHASE AGREEMENT This Senior Secured Note Purchase Agreement (this “Agreement”), dated as of |
|
| June 3, 2022 |
Exhibit 2.1 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with ?[***]? to indicate where omissions have been made. BAKER TECHNOLOGIES, INC. AND BRITESIDE HOLDINGS, LLC AND SEA HUNTER THERAPEUTICS, LLC AND SANT? VERITAS HOLDINGS INC. AND 1167411 B.C. LTD. BUSINESS COMBINATION |
|
| June 3, 2022 |
Exhibit 10.12 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with ?[***]? to indicate where omissions have been made. PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this ?Agreement?) is made as of November 1, 2019, by and among each of the parties signatory hereto as a ?Pledgor? (ind |
|
| June 3, 2022 |
EX-10.23 19 tm221609d3ex10-23.htm EXHIBIT 10.23 Exhibit 10.23 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this the 5th day of |
|
| June 3, 2022 |
Exhibit 2.3 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with ?[***]? to indicate where omissions have been made. AGREEMENT OF PURCHASE AND SALE between DANIEL G. DAROSA, AS TRUSTEE OF 30 MOZZONE BOULEVARD 2013 REALTY TRUST, as SELLER and COMMONWEALTH ALTERNATIVE CARE, INC., |
|
| June 3, 2022 |
Exhibit 4.1 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with ?[***]? to indicate where omissions have been made. EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as amended from time to time, this ?Agreement?), dated as of January 7, 2019, is entered into by and among Jimmy Jang |
|
| June 3, 2022 |
Consulting Services Agreement dated January 1, 2022 between Marshall Horowitz and TILT Holdings Inc. EX-10.21 18 tm221609d3ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 EXECUTION VERSION Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (“Agreement”) is made this 1 |
|
| June 3, 2022 |
EX-10.14 17 tm221609d3ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EXECUTION VERSION Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. CANADIAN SECURITY AGREEMENT This CANADIAN SECURITY AGREEMENT, dated as of November 1, 2019 (a |
|
| June 3, 2022 |
EX-10.11 15 tm221609d3ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made. GUARANTY This GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time |
|
| April 19, 2022 |
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?), dated as of November 18, 2020, is entered into by and between Baker Technologies, Inc., a Delaware corporation (?Seller?), and Slam Dunk LLC, a Nevada limited liability company (?Buyer?), and, for purposes of Section 6.04(a) and Section 6.04(b) only, Timothy Conder, an individual (?Conder?). Each of B |
|
| April 19, 2022 |
Exhibit 10.7 REDACTED VERSION JUNIOR GUARANTY This JUNIOR GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this ?Guaranty?), is made by and among each of the undersigned parties executing this Agreement as a ?Guarantor? (collectively, the ?Guarantors? and each, a ?Guarantor?), in favor of [REDACTED NA |
|
| April 19, 2022 |
EX-2.2 3 tm221609d3ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 Execution Copy AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among JIMMY JANG, L.P. HAMMBUTNOCHEESE MERGER SUB, INC. JUPITER RESEARCH, LLC SELLERS and MARK SCATTERDAY, AS SELLERS’ REPRESENTATIVE Dated as of January 10, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Certain Other Def |
|
| April 19, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TILT Holdings Inc. (Exact name of registrant as specified in its charter) British Columbia 83-2097293 (State or other jurisdiction of incorporation or organization) (I.R.S. employer id |
|
| April 19, 2022 |
Exhibit 10.8 REDACTED VERSION JUNIOR PLEDGE AGREEMENT THIS JUNIOR PLEDGE AGREEMENT (this ?Agreement?) is made as of November 1, 2019, by and among each of the parties signatory hereto as a ?Pledgor? (individually and/or collectively, as the context may require, ?Pledgor(s)?), and [REDACTED NAME], as representative (in such capacity, together with its successors and assigns, ?Noteholder Representat |
|
| April 19, 2022 |
Exhibit 10.6 REDACTED VERSION THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE ?SUBORDINATION AGREEMENT?) DATED AS OF NOVEMBER 1, 2019 AMONG, JIMMY JANG, L.P., A DELAWARE LIMITED PARTNERSHIP, BAKER TECHNOLOGIES, INC., A DELAWARE CORPORATION, COMMONWEALTH ALTERNATIVE CARE, INC., A MASSACHUSETTS |
|
| April 19, 2022 |
EX-10.3 9 tm221609d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version ASSIGNMENT AGREEMENT BY AND BETWEEN SH FINANCE COMPANY, LLC, As Assignor and TENEO FUND SPVi LLC, As Assignee Dated as of February 22, 2021 ASSIGNMENT AGREEMENT, (the “Agreement”), dated as of February 22, 2021, by and between SH Finance Company, LLC, a Delaware limited liability company (the “Assignor”), and Teneo Funds SP |
|
| April 19, 2022 |
Compensation Agreement dated May 13, 2021 by and between TILT Holdings Inc. and Mark Scatterday. EX-10.19 25 tm221609d3ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this May 13, 2021 (“Agreement Date”), by and between TILT Holdings, Inc. (the “Company”), and Mark Scatterday (the “Executive”). The Company and the Executive are referred to herein collectively as the “Parties.” RECITALS THE PARTIES ENTER THI |
|
| April 19, 2022 |
EX-10.10 16 tm221609d3ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 REDACTED VERSION JUNIOR CANADIAN SECURITY AGREEMENT This CANADIAN SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by Tilt Holdings, Inc. as “Grantor” (the “Grantor”), in favor of [REDACTED NAME] (in suc |
|
| April 19, 2022 |
EX-10.11 17 tm221609d3ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 EXECUTION VERSION GUARANTY This GUARANTY, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “Guarantors” and each, a “G |
|
| April 19, 2022 |
Employment Agreement, dated October 28, 2020 between TILT Holdings Inc. and Brad Hoch. Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this the 28th day of October 2020, (the ?Effective Date?), by and between TILT Holdings, Inc. (the ?Company?), and Brad Hoch (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to further employ |
|
| April 19, 2022 |
Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this the 5th day of August 2020, with effect as of July 29, 2020 (the ?Effective Date?), by and between TILT Holdings, Inc. (the ?Company?), and Marshall Horowitz (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A.? |
|
| April 19, 2022 |
Consulting Services Agreement dated January 1, 2022 between Marshall Horowitz and TILT Holdings Inc. EX-10.21 27 tm221609d3ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 EXECUTION VERSION CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (“Agreement”) is made this 1st day of January, 2022 (“Effective Date”) by and between TILT Holdings Inc. (the “Company” or “TILT”), a corporation organized under the laws of the Province of British Columbia, Canada, with a principal place of business at 2 |
|
| April 19, 2022 |
EX-10.12 18 tm221609d3ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 EXECUTION VERSION PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”) is made as of November 1, 2019, by and among each of the parties signatory hereto as a “Pledgor” (individually and/or collectively, as the context may require, “Pledgor(s)”), and NR 1, LLC, a Delaware limited liability company, as representative (in such capacit |
|
| April 19, 2022 |
Canadian Security Agreement dated November 1, 2019 of TILT Holdings Inc. in favor of NR 1, LLC. EX-10.14 20 tm221609d3ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EXECUTION VERSION CANADIAN SECURITY AGREEMENT This CANADIAN SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by Tilt Holdings, Inc. as “Grantor” (the “Grantor”), in favor of NR 1, LLC, a Delaware limited |
|
| April 19, 2022 |
Exhibit 10.17 TILT EXECUTIVE EMPLOYMENT AGREEMENT WITH DANA R. ARVIDSON This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of June 23, 2021, with effect on July 12, 2021 (the ?Effective Date?), is by and between TILT HOLDINGS INC. (the ?Company?) and DANA R. ARVIDSON (the ?Executive?). The Company and Executive are collectively referred to herein as ?Parties? and individually as a |
|
| April 19, 2022 |
Agreement dated October 27, 2021 between Sante Veritas Therapeutics Inc., and 1120419 B.C. LTD. EX-10.2 8 tm221609d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 This Agreement dated for reference October 27, 2021. BETWEEN: SANTE VERITAS THERAPEUTICS INC., a British Columbia corporation having a registered office at Suite 2400, 745 Thurlow Street, Vancouver, British Columbia (the “Vendor”) AND: 1120419 B.C. LTD. a British Columbia corporation having a registered office at 4520 Franklin Avenue, Powell |
|
| April 19, 2022 |
List of Subsidiaries of TILT Holdings Inc. EX-21.1 34 tm221609d3ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation 1. Commonwealth Alternative Care Massachusetts 2. Standard Farms LLC Pennsylvania 3. Standard Farms Ohio, LLC Ohio 4. Jupiter Research, LLC Arizona 5. Baker Technologies Inc. Delaware 6. Sea Hunter Therapeutics, LLC Delaware 7. JJ Blocker Co. Delaware 8. |
|
| April 19, 2022 |
Notice of Articles of TILT Holdings Inc. Exhibit 3.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor ? 940 Blanshard Street Victoria BC 1 877 526-1526 CERTIFIED COPY Of a document filed with the Province of British Columbia Registrar of Companies Notice of Articles BUSINESS CORPORATIONS ACT CAROL PREST This Notice of Articles was issued by the Registrar on: August 25, 2020 |
|
| April 19, 2022 |
Articles of TILT Holdings Inc. EX-3.2 5 tm221609d3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 TILT HOLDINGS INC. (the “Company”) Attached is an excerpt of a special resolution duly passed at an annual and special meeting of the shareholders of the Company which was duly called and held on June 12, 2019 at which a quorum was present and acted throughout. TILT HOLDINGS INC. BE IT RESOLVED as a special resolution of the holders of common sh |
|
| April 19, 2022 |
Exhibit 4.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as amended from time to time, this ?Agreement?), dated as of January 7, 2019, is entered into by and among Jimmy Jang, L.P., a Delaware limited partnership (the ?Partnership?), TILT Holdings Inc., a British Columbia company (?TILT?), and the holders of Units (as defined below) from time to time party hereto (each, a ?Holder?). W I T N E S S E |
|
| April 19, 2022 |
EX-10.26 32 tm221609d3ex10-26.htm EXHIBIT 10.26 Exhibit 10.26 -1- TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT You have been granted the following Restricted Stock Units (“RSUs”) of TILT Holdings Inc. (the “Company”) on [Status] (the “RSUs Grant Date”): Name of Participant: [Subject] (the “Participant”) Total Number of RSUs Granted: Ve |
|
| April 19, 2022 |
TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan. EX-10.24 30 tm221609d3ex10-24.htm EXHIBIT 10.24 Exhibit 10.24 AMENDED AND RESTATED EQUITY INCENTIVE PLAN TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Director |
|
| April 19, 2022 |
Exhibit 10.22 TRANSITION AGREEMENT This Transition Agreement (the ?Agreement?) is entered as of the dates signed below by and among Marshall Horowitz (?Employee?) and Tilt Holdings Inc. (the ?Company?). 1. Separation of Employment. Employee?s final date of employment with the Company will be May 28, 2021 or such other date mutually agreed by the parties (the ?Separation Date?). Prior to his final |
|
| April 19, 2022 |
EX-10.15 21 tm221609d3ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 TILT EXECUTIVE EMPLOYMENT AGREEMENT WITH GARY F. SANTO, JR. This TILT EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 13, 2021, with effect on June 1, 2021 (the “Effective Date”), is by and between TILT HOLDINGS INC. (the “Company”) and GARY F. SANTO, JR. (the “Executive”). The Company and Executive are collectively ref |
|
| April 19, 2022 |
Exhibit 10.5 REDACTED VERSION SENIOR SECURED NOTE PURCHASE AGREEMENT This Senior Secured Note Purchase Agreement (this ?Agreement?), dated as of November 1, 2019, is entered into by and among JIMMY JANG, L.P., a Delaware limited partnership (?Jimmy Jang?), BAKER TECHNOLOGIES, INC., a Delaware corporation (?Baker?), COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation (?CAC?), JUPITER R |
|
| April 19, 2022 |
EX-10.25 31 tm221609d3ex10-25.htm EXHIBIT 10.25 Exhibit 10.25 TILT HOLDINGS INC. (THE “COMPANY”) AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Common Shares of TILT Holdings Inc. (the “Company”): Name of Optionee: Total Number of Shares Granted: common options Type of Option: ¨ Incentive Stock Option (employee |
|
| April 19, 2022 |
EX-10.13 19 tm221609d3ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 EXECUTION VERSION SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among each of the undersigned parties executing this Agreement as a “Grantor” (collectively, the “Grantor |
|
| April 19, 2022 |
Loan Agreement dated August 24, 2021 by and between CGSF Group LLC and SFNY Holdings, Inc. Exhibit 10.1 LOAN AGREEMENT This Loan Agreement dated as of August 24, 2021, is entered into by and between CGSF Group LLC (formerly known as CGV Group LLC) (?Borrower?) and SFNY Holdings, Inc. (?Lender?). RECITALS WHEREAS, Borrower has requested Lender to lend it up to the sum of Eighteen Million and No/100 Dollars ($18,000,000.00) (the ?Loan Amount?) the proceeds of which are for Borrower?s use |
|
| April 19, 2022 |
EX-10.27 33 tm221609d3ex10-27.htm EXHIBIT 10.27 Exhibit 10.27 TILT HOLDINGS INC. AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN NOTICE OF PERFORMANCE STOCK UNIT GRANT You have been granted the following Performance Stock Units (“PSUs”) of TILT Holdings Inc. (the “Company”) on (the “PSUs Grant Date”): Name of Participant: [Subject] (the “Participant”) Total Number of PSUs Granted: Vesting Terms |
|
| April 19, 2022 |
Employment Agreement dated October 28, 2020 between TILT Holdings Inc. and Gary F. Santo, Jr. Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this the 28th day of October 2020, (the ?Effective Date?), by and between TILT Holdings, Inc. (the ?Company?), and Gary Santo (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to further employ |
|
| April 19, 2022 |
Employment Agreement dated August 16, 2019 between TILT Holdings Inc. and Mark Scatterday. Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this August 16, 2019 (the ?Effective Date?), by and between TILT Holdings, Inc. (the ?Company?), and Mark Scatterday (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A.????????????The Company desires to employ the E |
|
| April 19, 2022 |
Exhibit 10.9 REDACTED VERSION JUNIOR SECURITY AGREEMENT This JUNIOR SECURITY AGREEMENT, dated as of November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this ?Agreement?), is made by and among each of the undersigned parties executing this Agreement as a ?Grantor? (collectively, the ?Grantors? and each, a ?Grantor?), in favor |
|
| April 19, 2022 |
Exhibit 2.1 BAKER TECHNOLOGIES, INC. AND BRITESIDE HOLDINGS, LLC AND SEA HUNTER THERAPEUTICS, LLC AND SANT? VERITAS HOLDINGS INC. AND 1167411 B.C. LTD. BUSINESS COMBINATION AGREEMENT DATED JULY 9, 2018 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation Not Affected by Headings 24 1.3 Number and Gender 24 1.4 Date for Any Action 24 1.5 Currency 24 1.6 Knowledge 24 1.7 |
