TLLTF 10-Q

TILT Holdings Inc. (TLLTF)

10-Q 2024-08-09 For: 2024-06-30

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Added on April 06, 2026

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British Columbia		83-2097293
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

2801 E. Camelback Road #180
Phoenix, Arizona		85016
(Address of principal executive offices)		(Zip code)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

PART I — FINANCIAL INFORMATION	5

Item 1. Financial Statements (Unaudited)	5

Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	5

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023 (Unaudited)	6

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2024 and 2023 (Unaudited)	7

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	8

Notes to the Condensed Consolidated Financial Statements (Unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3. Quantitative and Qualitative Disclosures About Market Risk	42

Item 4. Controls and Procedures	43

PART II — OTHER INFORMATION	44

Item 1. Legal Proceedings	44

Item 1A. Risk Factors	44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3. Defaults Upon Senior Securities	44

Item 4. Mine Safety Disclosures	44

Item 5. Other Information	45

Item 6. Exhibits	46

Signatures	48


	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	1,377	$	2,034
Restricted cash		1,300		1,298
Trade receivables, net		11,233		17,919
Inventories		27,487		32,908
Prepaid expenses and other current assets		1,466		2,115
Total current assets		42,863		56,274

Non-current assets
Property, plant and equipment, net		32,831		51,185
Right-of-use assets – finance, net		1,854		2,242
Right-of-use assets – operating, net		12,155		12,296
Investments		—		1
Intangible assets, net		78,325		84,801
Loans receivable		1,002		1,066
Deferred tax asset		—		3,657
Goodwill		17,721		17,721
Other assets		3,171		1,945
TOTAL ASSETS	$	189,922	$	231,188

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	45,119	$	49,098
Income taxes payable		2,925		2,564
Deferred revenue		3,979		6,083
Finance lease liability, current portion		1,273		1,203
Operating lease liability, current portion		92		72
Notes payable, current portion		24,437		17,052
Total current liabilities		77,825		76,072

Non-current liabilities
Finance lease liability, net of current portion		2,390		3,041
Operating lease liability, net of current portion		12,760		12,743
Notes payable, net of discount, net of current portion		37,669		35,108
Massachusetts lease liability		41,173		40,774
Deferred tax liability		472		—
Other liabilities		716		1,057
TOTAL LIABILITIES		173,005		168,795

Shareholders’ equity
Common shares, without par value, unlimited shares authorized, 390,491,408 and 384,833,546 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		856,532		856,422
Additional paid-in capital		225,270		225,250
Warrants		5,835		5,835
Accumulated other comprehensive income		965		973
Accumulated deficit		(1,071,685)		(1,026,087)
TOTAL SHAREHOLDERS’ EQUITY		16,917		62,393
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	189,922	$	231,188


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues, net	$	26,581	$	41,599	$	64,085	$	83,863
Cost of goods sold		(22,322)		(37,559)		(53,109)		(71,027)
Gross profit		4,259		4,040		10,976		12,836

Operating expenses:
Wages and benefits		4,637		5,871		9,133		11,655
General and administrative		3,323		4,529		6,806		10,149
Sales and marketing		187		290		329		694
Share-based compensation expense (benefit)		23		(2,358)		130		(2,065)
Depreciation and amortization		3,862		4,712		7,728		8,841
Impairment loss		15,728		4,947		15,740		5,135
Total operating expenses		27,760		17,991		39,866		34,409
Operating loss		(23,501)		(13,951)		(28,890)		(21,573)

Other income (expense):
Interest income (expense)		1		(64)		3		—
Other income		510		3		714		100
Gain on sale of assets		—		—		—		8,401
Unrealized loss on investment		—		(6,400)		(1)		(6,400)
Loan receivable losses		—		(5,200)		—		(5,588)
Loss on foreign currency exchange		—		(1)		(4)		(1)
Interest expense		(6,792)		(5,466)		(12,835)		(9,558)
Total other expense		(6,281)		(17,128)		(12,123)		(13,046)
Loss from operations before income tax and non-controlling interest		(29,782)		(31,079)		(41,013)		(34,619)

Income taxes:
Income tax (expense) benefit		(6,165)		2,742		(4,585)		1,416
Net loss before non-controlling interest		(35,947)		(28,337)		(45,598)		(33,203)
Less: Net loss attributable to non-controlling interest		—		1,442		—		1,433
Net loss attributable to TILT Holdings Inc.	$	(35,947)	$	(26,895)	$	(45,598)	$	(31,770)

Other comprehensive loss:
Net loss before non-controlling interest	$	(35,947)	$	(28,337)	$	(45,598)	$	(33,203)
Foreign currency translation differences		(1)		(3)		(8)		(5)
Comprehensive loss before non-controlling interest		(35,948)		(28,340)		(45,606)		(33,208)
Less: Net loss attributable to non-controlling interest		—		1,442		—		1,433
Comprehensive loss attributable to TILT Holdings Inc.	$	(35,948)	$	(26,898)	$	(45,606)	$	(31,775)


Weighted average number of shares outstanding:
Basic and diluted		388,483,846		378,296,093		387,103,846		377,998,289
Net loss per common share attributable to TILT Holdings Inc.
Basic and diluted	$	(0.09)	$	(0.07)	$	(0.12)	$	(0.08)


									Accumulated Other						Shareholders'
	Common Shares				Additional				Comprehensive		Accumulated		Non-Controlling		Equity
	Shares		Amount		Paid in Capital		Warrants		Income (Loss)		Deficit		Interest		Total
Balance - December 31, 2023	384,833,546	$	856,422	$	225,250	$	5,835	$	973	$	(1,026,087)	$	—	$	62,393
Share-based compensation	—		—		17		—		—		—		—		17
Issuance and vesting of restricted share units	2,613,463		90		—		—		—		—		—		90
Comprehensive loss for the period	—		—		—		—		(7)		(9,651)		—		(9,658)
Balance - March 31, 2024	387,447,009	$	856,512	$	225,267	$	5,835	$	966	$	(1,035,738)	$	—	$	52,842
Share-based compensation	—		—		3		—		—		—		—		3
Issuance and vesting (forfeiture) of restricted share units	3,044,399		20		—		—		—		—		—		20
Comprehensive loss for the period	—		—		—		—		(1)		(35,947)		—		(35,948)
Balance - June 30, 2024	390,491,408	$	856,532	$	225,270	$	5,835	$	965	$	(1,071,685)	$	—	$	16,917


								Accumulated Other						Shareholders’
	Common Shares			Additional				Comprehensive		Accumulated		Non-Controlling		Equity
	Shares	Amount		Paid in Capital		Warrants		Income (Loss)		Deficit		Interest		Total
Balance - December 31, 2022	377,515,391	$	858,143	$	225,127	$	796	$	988	$	(963,703)	$	166	$	121,517
Share-based compensation	—		—		31		—		—		—		—		31
Warrants expired	—		—		67		(67)		—		—		—		—
Issuance and vesting of restricted share units	370,744		209		—		—		—		—		—		209
Shares reserved for contingent consideration	—		53		—		—		—		—		—		53
Warrants issued as part of debt modification	—		—		—		5,106		—		—		—		5,106
Comprehensive (loss) income for the period	—		—		—		—		(2)		(4,875)		9		(4,868)
Balance - March 31, 2023	377,886,135	$	858,405	$	225,225	$	5,835	$	986	$	(968,578)	$	175	$	122,048
Share-based compensation	—		—		3		—		—		—		—		3
Issuance and vesting (forfeiture) of restricted share units	642,726		(1,074)		—		—		—		—		—		(1,074)
Shares reserved for contingent consideration	—		(1,287)		—		—		—		—		—		(1,287)
Comprehensive loss for the period	—		—		—		—		(3)		(26,895)		(1,442)		(28,340)
Balance - June 30, 2023	378,528,861	$	856,044	$	225,228	$	5,835	$	983	$	(995,473)	$	(1,267)	$	91,350


Machinery and equipment	2 – 7 years
Furniture and fixtures	3 – 10 years
Autos and trucks	5 years
Buildings and land improvements	5 – 39 years
Leasehold improvements	Lesser of useful life of lease term
Greenhouse - agricultural structure	5 – 15 years
Land	Not depreciated


	As of June 30, 2024
	Fair value hierarchy
Fair value of assets	Level 1		Level 2		Level 3
Cash and cash equivalents	$	1,377	$	—	$	—
Restricted cash		1,300		—		—
Investments		—		—		—
Total fair value of assets	$	2,677	$	—	$	—

Fair value of liabilities
Contingent interest feature derivative		—		—		(1,700)
Total fair value of liabilities	$	—	$	—	$	(1,700)


	As of December 31, 2023
	Fair value hierarchy
Fair value of assets	Level 1		Level 2		Level 3
Cash and cash equivalents	$	2,034	$	—	$	—
Restricted cash		1,298		—		—
Investments		1		—		—
Total	$	3,333	$	—	$	—


	June 30, 2024		December 31, 2023
Raw Material - cannabis plants	$	2,857	$	2,651
Raw Material - other materials		428		483
Work in progress		10,151		13,380
Finished goods		12,417		14,758
Supplies and accessories		1,634		1,636
Total Inventories	$	27,487	$	32,908


Investment	June 30, 2024		December 31, 2023
HERBL, Inc.	$	—	$	—
Akerna		—		1
Total Investments	$	—	$	1


Intangible assets	June 30, 2024		December 31, 2023
Customer relationships	$	85,300	$	85,300
Trademarks		29,000		29,000
License rights⁽¹⁾		2,361		2,361
Patents & technologies		32,900		32,900
Backlog and non-competition agreements		10,406		10,406
Total intangible assets, at cost		159,967		159,967
Less: Accumulated amortization		(81,642)		(75,166)
Total intangible assets, net	$	78,325	$	84,801


	Estimated
Years ended December 31,	amortization
Remainder of 2024	$	6,477
2025		12,953
2026		12,796
2027		12,796
2028		12,778
Thereafter		18,325
	$	76,125


Loans receivable	June 30, 2024		December 31, 2023
Teneo Fund SPVi LLC Note	$	5,558	$	5,622
Pharma EU, LLC Note		1,410		1,410
A&R Note		710		710
SSZ and Elev8 Note		1,002		1,002
Pure Hana Synergy Note		224		224
Little Beach Harvest Note		—		—
Total loans receivable	$	8,904	$	8,968
Less allowance for expected credit losses		(7,902)		(7,902)
Loans receivable	$	1,002	$	1,066

v
	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(45,598)	$	(33,203)
Adjustments to reconcile net loss to net cash provided by operating activities:
Unrealized loss on investments		1		6,400
Gain on sale of assets and other		(717)		(8,379)
Depreciation and amortization		9,959		11,490
Amortization of operating lease right of use assets		1,408		1,185
Payments on operating lease liability		(1,230)		—
Change in allowance for doubtful accounts		(12)		369
Deferred tax		4,129		(2,381)
Share-based compensation expense (benefit)		130		(2,065)
Accretion (adjustment) of debt discount		(249)		404
Loan receivable losses		—		5,588
Impairment loss and loss on disposal of assets		15,740		5,135
Inventory adjustments		228		5,103
Non-cash interest expense		9,209		6,289
Net change in working capital items:
Trade receivables, net		6,697		243
Inventories		2,877		10,980
Prepaid expenses and other current assets		1,077		280
Accounts payable and accrued liabilities		(3,603)		(7,489)
Income tax payable		361		847
Deferred revenue		(2,104)		(356)
Net cash (used in) provided by operating activities		(1,697)		440

Cash flows from investing activities:
Purchases of property, plant, and equipment		(479)		(326)
Proceeds from sale of property, plant and equipment		—		15,000
Repayment of loan receivable, net of advances		64		(2,792)
Net cash (used in) provided by investing activities		(415)		11,882

Cash flows from financing activities:
Payments on financing lease liability		(582)		(3,862)
Repayments on notes payable and Massachusetts Lease Liability		—		(10,324)
Repayments on Revolving Facility		(47,383)		(59,572)
Debt issuance costs		—		(1,213)
Proceeds from Revolving Facility		46,430		59,267


	June 30, 2024		December 31, 2023
Land	$	5,010	$	6,266
Machinery & equipment		13,549		13,250
Furniture & fixtures		751		751
Buildings		45,100		45,107
Greenhouse - agricultural structure		6,769		6,769
Leasehold improvements		10,430		10,380
Construction in progress		159		306
Autos & trucks		274		275
Total cost		82,042		83,104
Less: Accumulated depreciation		(49,211)		(31,919)
Total property, plant and equipment, net	$	32,831	$	51,185


	As of June 30, 2024
Nature of collateral	Gross amounts		Loan losses		Net
Security interest in assets of counterparty	$	7,270	$	(6,268)	$	1,002
Third party guarantee		1,410		(1,410)		—
No collateral		224		(224)		—
Net loans receivable	$	8,904	$	(7,902)	$	1,002


	As of December 31, 2023
Nature of collateral	Gross amounts		Loan losses		Net
Security interest in assets of counterparty	$	7,334	$	(6,268)	$	1,066
Third party guarantee		1,410		(1,410)		—
No collateral		224		(224)		—
Net loans receivable	$	8,968	$	(7,902)	$	1,066


Accounts payable and accrued liabilities	June 30, 2024		December 31, 2023
Accounts payable	$	43,482	$	46,326
Accrued payroll		1,428		1,534
Other current payables/liabilities⁽¹⁾		209		1,238
Total accounts payable and accrued liabilities	$	45,119	$	49,098


Notes Payable	June 30, 2024		December 31, 2023
Revolving Facility – Interest rate of 11.5% as of June 30, 2024, due on July 21, 2024 ⁽¹⁾	$	3,796	$	4,749
2023 Refinanced Notes – Interest rate of 26.0% per annum as of June 30, 2024, due on February 15, 2026 ⁽²⁾		46,699		39,943
2023 New Notes – Interest rate of 25.0% per annum as of June 30, 2024, due on February 15, 2027 ⁽²⁾		11,524		10,169
2024 Standard Farms Loan		1,509		—
2024 Standard Farms Loan, Derivative Features		1,700		—
Employee Retention Credit note and other loans and borrowings		3,594		3,594
Total debt		68,822		58,455
Less: Debt discount and debt issuance costs		(6,716)		(6,295)
Less: Current portion of notes payable		(24,437)		(17,052)
Total debt, net of discount, net of current portion	$	37,669	$	35,108


Year ended December 31,	Amount
Remainder of 2024	$	3,796
2025		7,930
2026		38,000
2027		11,260
2028		—
2029 and thereafter		—
Total principal payments		60,986
Add: Accrued interest		7,836
Total	$	68,822



	June 30, 2024		December 31, 2023
Operating leases
Weighted average discount rate		19.1%		19.1%
Weighted average remaining lease term		13.15 years		13.65 years
Finance leases
Weighted average discount rate		8.0%		8.0%
Weighted average remaining lease term		3.45 years		3.82 years


Year ended December 31,	Finance		Operating
Remainder of 2024	$	752	$	1,225
2025		1,212		2,490
2026		926		2,553
2027		916		2,618
2028		310		2,637
2029 and thereafter		70		25,664
Total undiscounted lease liabilities		4,186		37,187
Interest or discount on lease liabilities		(523)		(24,335)
Total present value of minimum lease payments		3,663		12,852
Lease liability - current portion		(1,273)		(92)
Lease liability	$	2,390	$	12,760


Exercise price	$	0.07084
Expected dividend yield		0%
Risk-free interest rate		3.94%
Expected life in years		7.0 years
Expected volatility		84.00%


	Exercise	Number of
Security issued	Price (CAD$)	Warrants	Expiration Date
Founders separation warrants	1.05	9,045,691	September 30, 2024
Debt modification warrants	0.09	91,999,901	February 15, 2030
		101,045,592


		Weighted
	Number of	Average
Warrants	Warrants	Exercise Price
Balance as of December 31, 2023	101,045,592	CAD$ 0.18
Issued	—	—
Expired	—	—
Balance as of June 30, 2024	101,045,592	CAD$ 0.18


	Number of	Weighted Average
RSUs	RSUs	Grant Date Fair Value
Unvested as of December 31, 2023	7,552,704	$	0.04
Vested	(5,247,318)		0.03
Forfeited	(143,505)		0.11
Unvested as of June 30, 2024	2,161,881	$	0.05


	Share Options	Weighted		Weighted Average
	Common	Average		Remaining Contractual
Share options	Shares	Exercise Price		Life (yrs)
Balance as of December 31, 2023	8,552,161	$	0.62	4.94
Forfeited	(2,303,145)	$	0.98	—
Balance as of June 30, 2024	6,249,016	$	0.49	5.80


	Number of	Exercise		Options
Security issuable	Share Options	Price	Expiration Date	Exercisable
Legacy employees	190,000	$ 1.58-1.58	June 28, 2028	190,000
2020 employee grant	4,373,599	$ 0.30-0.48	June 25, 2030 - December 1, 2030	4,096,678
Other employee grants	1,685,417	$ 0.41-3.96	February 14, 2029 - November 21, 2029	1,685,417
Total	6,249,016			5,972,095


	Number of	Weighted Average
Performance Stock Units	PSUs	Grant Date Fair Value
Unvested as of December 31, 2023	3,377,366	$	0.17
Vested	(666,666)		0.06
Forfeited	(455,069)		0.09
Unvested as of June 30, 2024	2,255,631	$	0.22


	Closing Price on
PSU Grant Dates	Grant Date		Expiration Date	Outstanding (#)
September 30, 2021	$	0.39	December 31, 2024	256,698
December 19, 2021	$	0.23	December 31, 2024	298,933
Total				555,631


Loss per share	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2024		2023		2024		2023
Net loss attributable to TILT	$	(35,947)	$	(26,895)	$	(45,598)	$	(31,770)
Weighted-average number of shares and units outstanding - basic and diluted		388,483,846		378,296,093		387,103,846		377,998,289
Loss per share - basic and diluted	$	(0.09)	$	(0.07)	$	(0.12)	$	(0.08)


	Three Months Ended June 30, 2024
	Cannabis		Accessories		Corporate		Other		Total
Revenue	$	10,908	$	15,802	$	—	$	—	$	26,710
Inter-segment revenue		—		(129)		—		—		(129)
Net revenue	$	10,908	$	15,673	$	—	$	—	$	26,581
Share-based compensation		—		—		23		—		23
Depreciation and amortization		649		3,213		—		—		3,862
Wages and benefits		1,826		1,310		1,501		—		4,637
Impairment loss		15,728		—		—		—		15,728
Interest expense		1,580		656		4,556		—		6,792
Net loss	$	(28,080)	$	(3,727)	$	(4,140)	$	—	$	(35,947)


	Three Months Ended June 30, 2023
	Cannabis		Accessories		Corporate		Other		Total
Revenue	$	12,925	$	28,833	$	—	$	—	$	41,758
Inter-segment revenue		—		(159)		—		—		(159)
Net revenue	$	12,925	$	28,674	$	—	$	—	$	41,599
Share-based compensation		—		—		(1,072)		(1,286)		(2,358)
Depreciation and amortization		821		3,246		628		17		4,712
Wages and benefits		1,899		1,335		2,637		—		5,871
Impairment loss		3,208		16		986		737		4,947
Interest expense		1,377		621		3,400		68		5,466
Loan losses		—		—		277		4,923		5,200
Net loss	$	(16,387)	$	(2,840)	$	(4,587)	$	(4,523)	$	(28,337)


	Six Months Ended June 30, 2024
	Cannabis		Accessories		Corporate		Other		Total
Revenue	$	21,297	$	43,171	$	—	$	—	$	64,468
Inter-segment revenue		—		(383)		—		—		(383)
Net revenue	$	21,297	$	42,788	$	—	$	—	$	64,085
Share-based compensation		—		—		130		—		130
Depreciation and amortization		1,296		6,432		—		—		7,728
Wages and benefits		3,678		2,577		2,878		—		9,133
Impairment loss		15,740		—		—		—		15,740
Interest expense		2,949		1,581		8,305		—		12,835
Loan losses		—		—		—		—		—
Net income (loss)	$	(29,954)	$	(6,308)	$	(9,334)	$	(2)	$	(45,598)


	Six Months Ended June 30, 2023
	Cannabis		Accessories		Corporate		Other		Total
Revenue	$	25,886	$	58,246	$	—	$	—	$	84,132
Inter-segment revenue		—		(269)		—		—		(269)
Net revenue	$	25,886	$	57,977	$	—	$	—	$	83,863
Share-based compensation		—		—		(831)		(1,234)		(2,065)
Depreciation and amortization		1,615		6,484		642		100		8,841
Wages and benefits		4,120		2,608		4,927		—		11,655
Impairment loss		3,256		16		1,126		737		5,135
Interest expense		2,733		1,263		5,494		68		9,558
Loan losses		—		—		665		4,923		5,588
Net (loss) income	$	(23,035)	$	(5,490)	$	(8,200)	$	3,522	$	(33,203)


	Three Months Ended June 30, 2024
	US		Canada		Other		Total
Revenue	$	24,408	$	2,142	$	31	$	26,581
Gross profit		3,754		484		21		4,259


Exhibit No.		Description of Exhibit

10.1*		Debt and Security Agreement, dated January 28, 2024, by and between TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang Holdings, Inc, JJ Blocker Co., SFNY Holdings, Inc., Sea Hunter Therapeutics, LLC, Standard Farms Ohio LLC, Standard Farms LLC, SH Finance Company, LLC, Jupiter Research, LLC and Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.2*		Guaranty, dated January 28, 2024, by and between TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang Holdings, Inc, JJ Blocker Co., SFNY Holdings, Inc., Sea Hunter Therapeutics, LLC, Standard Farms Ohio LLC, Standard Farms LLC, SH Finance Company, LLC, Jupiter Research, LLC and Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.3		Side Letter, dated January 28, 2024, by and between TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang Holdings, Inc, JJ Blocker Co., SFNY Holdings, Inc., Sea Hunter Therapeutics, LLC, Standard Farms Ohio LLC, Standard Farms LLC, SH Finance Company, LLC, Jupiter Research, LLC and Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.4†		Subordination and Intercreditor Agreement, dated January 28, 2024, by and between Entrepreneur Growth Capital LLC, Jordan Geotas, Shenzhen Smoore Technology Limited, and Jupiter Research, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.5*		Trademark Security Agreement, dated January 28, 2024, by and between TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang Holdings, Inc, JJ Blocker Co., SFNY Holdings, Inc., Sea Hunter Therapeutics, LLC, Standard Farms Ohio LLC, Standard Farms LLC, SH Finance Company, LLC, Jupiter Research, LLC and Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.6*		Equity Pledge Agreement, dated January 28, 2024, by Jimmy Jang, L.P. in favor of Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC on January 31, 2024).
10.7+		Side Letter Agreement, dated April 19, 2024, by and between TILT Holdings Inc. and Tim Conder (filed herewith).
10.8*		Secured Promissory Note, dated May 2, 2024, by and between Standard Farms LLC and Lender (filed herewith).
10.9†*		Consent, Collateral Release and Subordination Agreement, dated May 2, 2024, by and between Standard Farms LLC, Baker Technologies, Inc., New Lender, Shenzhen Smoore Technology Limited, and Jordan Geotas, acting on behalf of himself and as noteholder representative (filed herewith).
10.10*		Security Agreement, dated May 2, 2024, by and between Standard Farms LLC, and Baker Technologies, Inc., in favor of Lender (filed herewith).
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 (filed herewith).
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 (filed herewith).
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 (furnished herewith).