TILT Holdings Inc 10-Q for FY2023 Q1

TILT Holdings Inc. (TLLTF)

10-Q 2023-05-15 For: 2023-03-31

Added on April 06, 2026

About this 10-Q

TILT Holdings Inc filed this 10-Q on May 15, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $42.26M; down 0.2% from $42.35M a year earlier
Net loss: $4.88M; compared with a net loss of $11.63M a year earlier
Diluted EPS: -$0.01; compared with -$0.03 a year earlier

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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 March 31, 2023 (Unaudited) and December 31, 2022	5

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2023 and 2022 (Unaudited)	6

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (Unaudited)	7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (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	30

Item 3. Quantitative and Qualitative Disclosures About Market Risk	38

Item 4. Controls and Procedures	38

PART II — OTHER INFORMATION	39

Item 1. Legal Proceedings	39

Item 1A. Risk Factors	39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3. Defaults Upon Senior Securities	42

Item 4. Mine Safety Disclosures	42

Item 5. Other Information	42

Item 6. Exhibits	43

Signatures	45


	March 31, 2023		December 31, 2022
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	3,891	$	2,202
Restricted cash		1,298		1,298
Trade receivables, net		26,129		26,698
Inventories		45,905		52,909
Loans receivable, current portion		252		516
Prepaid expenses and other current assets		2,079		1,979
Assets held for sale		185		325
Total current assets		79,739		85,927

Non-current assets
Property, plant and equipment, net		59,439		67,937
Right-of-use assets – finance, net		4,094		4,351
Right-of-use assets – operating, net		12,629		740
Investments		6,402		6,402
Intangible assets, net		99,450		102,714
Loans receivable, net of current portion		5,705		3,703
Goodwill		20,751		20,751
Other assets		1,473		1,453
TOTAL ASSETS	$	289,682	$	293,978

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	50,624	$	58,170
Income taxes payable		1,476		979
Deferred revenue		4,745		5,760
Finance lease liability, current portion		1,105		1,075
Operating lease liability, current portion		83		135
Notes payable, current portion		5,540		59,378
Total current liabilities		63,573		125,497

Non-current liabilities
Finance lease liability, net of current portion		3,959		4,245
Operating lease liability, net of current portion		12,795		701
Notes payable, net of discount, net of current portion		43,356		350
Massachusetts lease liability		40,201		40,022
Deferred tax liability		2,157		1,373
Other liabilities		1,593		273
TOTAL LIABILITIES		167,634		172,461

Shareholders’ equity
Common shares, without par value, unlimited shares authorized, 377,886,135 and 377,515,391 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		858,405		858,143
Additional paid-in capital		225,225		225,127
Warrants		5,835		796
Accumulated other comprehensive income		986		988
Accumulated deficit		(968,578)		(963,703)
TOTAL SHAREHOLDERS’ EQUITY		121,873		121,351

Non-controlling interest		175		166
TOTAL EQUITY		122,048		121,517
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	289,682	$	293,978


	Three Months Ended
	March 31,		March 31,
	2023		2022
Revenues, net	$	42,264	$	42,352
Cost of goods sold		(33,468)		(32,999)
Gross profit		8,796		9,353

Operating expenses:
Wages and benefits		5,784		5,168
General and administrative		5,620		4,779
Sales and marketing		404		407
Share-based compensation		293		1,226
Depreciation and amortization		4,129		4,558
Impairment loss and loss on disposal of assets		188		697
Total operating expenses		16,418		16,835
Operating loss		(7,622)		(7,482)

Other income (expense):
Interest income		64		18
Other income		97		3
Change in fair value of warrant liability		—		(2,163)
Gain on sale of assets		8,401		1
Unrealized loss on investment		—		(45)
Loan receivable losses		(388)		(517)
Interest expense		(4,092)		(2,781)
Total other income (expense)		4,082		(5,484)
Loss from operations before income tax and non-controlling interest		(3,540)		(12,966)

Income taxes
Income tax (expense) benefit		(1,326)		1,332
Net loss before non-controlling interest		(4,866)		(11,634)
Less: Net (loss) income attributable to non-controlling interest		(9)		5
Net loss attributable to TILT Holdings Inc.	$	(4,875)	$	(11,629)

Other comprehensive loss
Net loss	$	(4,866)	$	(11,634)
Foreign currency translation differences		(2)		1
Comprehensive loss before non-controlling interest		(4,868)		(11,633)
Less: Net (loss) income attributable to non-controlling interest		(9)		5
Comprehensive loss attributable to TILT Holdings Inc.	$	(4,877)	$	(11,628)


Weighted average number of shares outstanding:
Basic		377,697,175		374,607,212
Net loss per common share attributable to TILT Holdings Inc.
Basic	$	(0.01)	$	(0.03)


									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


								Accumulated Other						Shareholders’
	Common Shares			Additional				Comprehensive		Accumulated		Non-Controlling		Equity
	Shares	Amount		Paid in Capital		Warrants		Income		Deficit		Interest		Total
Balance - December 31, 2021	374,082,759	$	854,952	$	224,835	$	952	$	999	$	(856,248)	$	175	$	225,665
Share-based compensation	—		—		81		—		—		—		—		81
Issuance and vesting of restricted share units	1,220,468		888		—		—		—		—		—		888
Shares reserved for contingent consideration	—		257		—		—		—		—		—		257
Comprehensive income (loss) for the period	—		—		—		—		1		(11,629)		(5)		(11,633)
Balance - March 31, 2022	375,303,227	$	856,097	$	224,916	$	952	$	1,000	$	(867,877)	$	170	$	215,258


	Three Months Ended
	March 31, 2023		March 31, 2022
Cash flows from operating activities:
Net loss	$	(4,866)	$	(11,634)
Adjustments to reconcile net loss to net cash provided by operating activities:
Unrealized loss on investments		—		45
Gain on sale of assets		(8,401)		(1)
Depreciation and amortization		5,496		5,888
Amortization of operating lease right of use assets		484		280
Change in allowance for doubtful accounts		150		(115)
Non-cash interest income		(67)		(18)
Deferred tax		784		(1,831)
Share-based compensation		293		1,226
Accretion of debt discount		291		771
Change in fair value of warrant liability		—		2,163
Loan receivable losses		388		517
Impairment loss and loss on disposal of assets		188		697
Non-cash interest expense		2,037		1,225
Net change in working capital items:
Trade receivables, net		419		3,654
Inventories		7,004		5,969
Prepaid expenses and other current assets		(120)		46
Accounts payable and accrued liabilities		212		(3,500)
Income tax payable		497		407
Deferred revenue		(1,015)		(1,586)
Net cash provided by operating activities		3,774		4,203

Cash flows from investing activities:
Purchases of property, plant, and equipment		(125)		(491)
Proceeds from sale of property, plant and equipment		15,000		3
Repayment of loan receivable, net of advances		(2,059)		(287)
Net cash provided by (used in) investing activities		12,816		(775)

Cash flows from financing activities:
Payments on lease liability		(1,788)		(632)
Repayments on notes payable		(10,325)		—
Repayments on Revolving Facility		(29,073)		(32,529)
Debt issuance costs		(1,029)		—
Proceeds from Revolving Facility		27,316		32,012
Net cash used in financing activities		(14,899)		(1,149)

Effect of foreign exchange on cash and cash equivalents		(2)		1

Net change in cash and cash equivalents and restricted cash		1,689		2,280

Cash and cash equivalents and restricted cash, beginning of year		3,500		6,952

Cash and cash equivalents and restricted cash, end of year	$	5,189	$	9,232

Supplemental disclosures of non-cash investing and financing activities:
Increases to right of use assets related to Pennsylvania Transaction	$	11,974	$	—
Increase to operating lease liability related to Pennsylvania Transaction	$	11,880	$	—
Reclassification from accounts payable and accrued liabilities to notes payable related to 2023 New Notes (see Note 10)	$	8,260	$	—
Warrants issued related to 2023 Notes (equity classified)	$	5,106	$	—
Noteholder representative fee related to 2023 Refinanced Notes	$	1,620	$	—

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,760	$	1,044
Cash paid for income taxes	$	—	$	—


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 March 31, 2023
	Fair value hierarchy
Fair value of assets	Level 1		Level 2		Level 3
Cash and cash equivalents	$	3,891	$	—	$	—
Restricted cash		1,298		—		—
Investments		2		—		—
Total	$	5,191	$	—	$	—


	As of December 31, 2022
	Fair value hierarchy
Fair value of assets	Level 1		Level 2		Level 3
Cash and cash equivalents	$	2,202	$	—	$	—
Restricted cash		1,298		—		—
Investments		2		—		—
Total	$	3,502	$	—	$	—


	March 31,		December 31,
	2023		2022
Raw Material - cannabis plants	$	2,918	$	3,383
Raw Material - other materials		718		763
Work in progress		11,446		11,268
Finished goods		28,111		34,779
Supplies and accessories		2,712		2,716
Total Inventories	$	45,905	$	52,909


Investment	March 31, 2023		December 31, 2022
HERBL, Inc.	$	6,400	$	6,400
Akerna		2		2
Total Investments	$	6,402	$	6,402


Intangible assets	March 31, 2023		December 31, 2022
Customer relationships	$	85,300	$	85,300
Trademarks		29,000		29,000
License rights⁽¹⁾		6,540		6,540
Management agreements		926		926
Patents & technologies		32,900		32,900
Backlog and non-competition agreements		10,406		10,406
Total intangible assets, at cost		165,072		165,072
Less: Accumulated amortization		(65,622)		(62,358)
Total intangible assets, net	$	99,450	$	102,714


	Estimated
Years ended December 31,	amortization
Remainder of 2023	$	9,792
2024		13,056
2025		13,056
2026		12,899
2027		12,899
Thereafter		31,369
	$	93,071


Loans receivable	March 31, 2023		December 31, 2022
Teneo Fund SPVi LLC Note	$	5,911	$	5,911
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		4,325		2,199
Total loans receivable	$	13,582	$	11,456
Less allowance for expected credit losses		(7,625)		(7,237)
Loans receivable, net of expected credit losses		5,957		4,219
Less current portion of loan receivable		(252)		(516)
Loans receivable, long-term	$	5,705	$	3,703


	As of March 31, 2023
Nature of collateral	Gross amounts		Loan losses		Net
Security interest in assets of counterparty	$	11,948		(6,177)	$	5,771
Third party guarantee		1,410		(1,224)		186
No collateral		224		(224)		—
Net loans receivable	$	13,582	$	(7,625)	$	5,957


	As of December 31, 2022
Nature of collateral	Gross amounts		Loan losses		Net
Security interest in assets of counterparty	$	9,822	$	(5,915)	$	3,907
Third party guarantee		1,410		(1,098)		312
No collateral		224		(224)		—
Net loans receivable	$	11,456	$	(7,237)	$	4,219


Year ended December 31,	Amount
Remainder of 2023	$	3,300
2024		4,469
2025		4,581
2026		4,695
2027		4,812
2028 and thereafter		162,855
Total future payments		184,712
Less: Interest		(152,223)
Total present value of minimum payments		32,489
Add: Estimated ending residual value		7,712
Total	$	40,201


Accounts payable and accrued liabilities	March 31, 2023		December 31, 2022
Accounts payable	$	45,983	$	49,261
Accrued interest expense		—		2,983
Accrued payroll		2,399		1,626
Due to Jupiter Sellers		—		2,800
Other current payables/liabilities⁽¹⁾		2,242		1,500
Total accounts payable and accrued liabilities	$	50,624	$	58,170


Notes Payable	March 31, 2023			December 31, 2022
Revolving Facility – Interest rate of 11.0% as of March 31, 2023, due on July 21, 2024 ⁽¹⁾	$	9,122			10,722
2019 Senior Notes – Interest rate of 16.0% per annum, due on February 28, 2023		—			2,159
2019 Junior Notes – Interest rate of 8.0% per annum, due on April 1, 2023		—			46,497
2023 Refinanced Notes – Interest rate of 16.5% per annum as of March 31, 2023, due on February 15, 2026		38,540			—
2023 New Notes – Interest rate of 16.5% per annum as of March 31, 2023, due on February 15, 2027		8,427			—
Other loans and borrowings		350			350
Total debt		56,439			59,728
Less: Debt discount and debt issuance costs		(7,543)	⁽²⁾		—
Less: Current portion of notes payable		(5,540)			—
Total debt, net	$	43,356		$	59,728



	March 31, 2023		December 31, 2022
Operating leases
Weighted average discount rate		19.1%		8.0%
Weighted average remaining lease term		13.65 years		5.49 years
Finance leases
Weighted average discount rate		8.0%		8.0%
Weighted average remaining lease term		4.18 years		4.66 years


Year ended December 31,	Finance		Operating
Remainder of 2023	$	1,094	$	1,834
2024		1,489		2,433
2025		1,212		2,468
2026		926		2,530
2027		916		2,594
2028 and thereafter		380		28,264
Total undiscounted lease liabilities		6,017		40,123
Interest or discount on lease liabilities		(953)		(27,245)
Total present value of minimum lease payments		5,064		12,878
Lease liability - current portion		(1,105)		(83)
Lease liability	$	3,959	$	12,795


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 January 1, 2023	9,545,691	CAD$ 1.01
Issued	91,999,901	0.09
Expired	(500,000)	0.33
Balance as of March 31, 2023	101,045,592	CAD$ 0.18


	Number of	Weighted Average
RSUs	RSUs	Grant Date Fair Value
Unvested as of January 1, 2023	2,742,765	$	0.25
Vested	(370,744)		0.13
Forfeited	(699,001)		0.11
Unvested as of March 31, 2023	1,673,020	$	0.34


	Share Options	Weighted		Weighted Average
	Common	Average		Remaining Contractual
Share options	Shares	Exercise Price		Life (yrs)
Balance as of January 1, 2023	9,753,600	$	0.60	6.11
Forfeited	(147,013)	$	0.44	—
Balance as of March 31, 2023	9,606,587	$	0.60	5.87


	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	5,733,989	$ 0.30-0.48	June 25, 2030 - December 1, 2030	3,393,775
Other employee grants	3,682,598	$ 0.41-3.96	June 17, 2024 - November 21, 2029	3,682,598
Total	9,606,587			7,266,373


	Number of	Weighted Average
Performance Stock Units	PSUs	Grant Date Fair Value
Unvested as of January 1, 2023	10,632,378	$	0.30
Forfeited	(304,523)		0.18
Unvested as of March 31, 2023	10,327,855	$	0.30


	Closing Price on
PSU Grant Dates	Grant Date		Expiration Date	Outstanding (#)
June 18, 2021	$	0.49	December 31, 2024	8,187,351
September 30, 2021	$	0.39	December 31, 2024	1,772,961
December 19, 2021	$	0.23	December 31, 2024	367,543
Total				10,327,855


Loss per share	Three Months Ended
	March 31,		March 31,
	2023		2022
Net loss attributable to TILT	$	(4,875)	$	(11,629)
Weighted-average number of shares and units outstanding - basic and diluted		377,697,175		374,607,212
Loss per share - basic and diluted	$	(0.01)	$	(0.03)


	For the three months ended March 31, 2023
	Cannabis		Accessories		Corporate		Other		Total
Revenue	$	12,961	$	29,413	$	—	$	—	$	42,374
Inter-segment revenue		—		(110)		—		—		(110)
Net revenue	$	12,961	$	29,303	$	—	$	—	$	42,264
Share-based compensation		—		—		241		52		293
Depreciation and amortization		794		3,238		14		83		4,129
Wages and benefits		2,221		1,273		2,290		—		5,784
Impairment loss		48		—		140		—		188
Interest expense		1,356		642		2,094		—		4,092
Loan receivable losses		—		—		388		—		388
Net (loss) income		(6,648)		(2,650)		(3,613)		8,045		(4,866)


	For the three months ended March 31, 2023
	US		Canada		Other		Total
Revenue	$	38,175	$	4,080	$	9	$	42,264
Gross profit		7,790		1,002		4		8,796


		Three Months Ended March 31,
		2023		2022
Revenues, net	$	42,264	$	42,352
Cost of goods sold		(33,468)		(32,999)
Gross profit		8,796		9,353
Operating loss		(7,622)		(7,482)
Total other income (expense)		4,082		(5,484)
Loss from operations before income tax and non-controlling interest		(3,540)		(12,966)
Net loss before non-controlling interest		(4,866)		(11,634)
Net (loss) income attributable non-controlling interest		(9)		5
Net loss attributable to TILT Holdings Inc.		(4,875)		(11,629)


Exhibit No.		Description of Exhibit

10.1†		Form of Warrant Certificate issued on February 15, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC on February 16, 2023.)
10.2+		TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan (as last amended on April 25, 2023) (filed herewith).
10.3+		Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Stock Option Agreement (as last amended on April 25, 2023) (filed herewith)
10.4+		Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Restricted Stock Unit Agreement (as last amended on April 25, 2023) (filed herewith).
10.5		Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Performance Stock Unit Award Agreement (as last amended on April 25, 2023) (filed herewith).
10.6†+		Separation Agreement dated April 21, 2023 by and between TILT Holdings Inc. and Gary F. Santo, Jr. (incorporated by reference to Exhibit 10.1 filed with the SEC on April 25, 2023).
10.7†		First Amendment to Secured Note Purchase Agreement dated February 15, 2023 by and among TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, Jordan Geotas, as noteholder representative, and each of the purchasers and AP noteholders (includes the Conformed Secured Note Purchase Agreement, dated as of November 1, 2019, as amended) (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.8†		Amended and Restated Pledge Agreement February 15, 2023 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC, and the other subsidiaries a party thereto, and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.9†		Amended and Restated Security Agreement dated February 15, 2023 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.10†		Amended and Restated Guaranty dated February 15, 2023, by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.11†		Amended and Restated Canadian Security Agreement dated February 15, 2023, by TILT Holdings Inc., and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.12#		Trademark Security Agreement dated February 15, 2023, by and among TILT Holdings Inc., Jupiter Research, LLC and Jordan Geotas, as noteholder representative. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.13#		Canadian Trademark Security Agreement dated February 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed with the SEC on February 16, 2023).


Exhibit No.		Description of Exhibit

10.14#		Patent Security Agreement dated February 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.15#		Canadian Patent Security Agreement dated February 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.16		Form of 2023 Refinanced Notes (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.17		Form of 2023 New Notes (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed with the SEC on February 16, 2023).
10.18		Fifth Amendment to Purchase And Sale Agreement And Joint Escrow Instructions, effective as of the 30th day of December 2022, by and between White Haven RE, LLC and IIP-PA 9 LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on January 3, 2023).
10.19		Form of Amendment No.4 to Senior Secured Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on January 3, 2023).
18.1		Preferability Letter of Macias Gini & O’Connell LLP (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).
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Calculation Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded with Inline XBRL document)

Date: May 15, 2023	TILT HOLDINGS INC.


By:	/s/ Tim Conder
	Tim Conder
	Interim Chief Executive Officer (Principal Executive Officer)
By:	/s/ Dana R. Arvidson
	Dana R. Arvidson
	Chief Financial Officer (Principal Financial Officer)


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 Price Per Share:		CA$____ (the “Exercise Price”)
Vesting Terms:		Subject to Section 6 of the attached Stock Option Agreement, this Option shall vest and become exercisable on the first business day on or coincident to the applicable vesting date on the following vesting schedule