8-K

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)

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British Columbia	000-56422 ****	83-2097293
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification Number)

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, Arizona<br><br>​	​
2801 E. Camelback Road #180 ****<br><br>Phoenix , Arizona	85016
(Address of principal executive offices)	(Zip Code)

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( 623 ) 887-4900
(Registrant’s telephone number, including area code)

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Not applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

TILT Holdings Inc. (the “Company”) held its 2024 Annual General Meeting of Stockholders (the “Annual Meeting”) on June 11, 2024.

Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders voted on two proposals. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 26, 2024.

Present at the Annual Meeting in person or by proxy were holders representing 90,792,876 shares of the Company's Class A Common, representing approximately 26.42% of the eligible votes, constituting a quorum. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.

(a)	Proposal No. 1.  To elect five directors of the Company to hold office until their successors are elected at the next annual general meeting of the Company.
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Nominee	Votes For	Withheld
John Barravecchia	34,417,616	3,752,311
Tim Conder	34,212,853	3,957,074
Adam Draizin	34,556,221	3,613,706
George Odden	33,596,261	4,573,666
Arthur Smuck	34,106,106	4,063,821

With respect to the foregoing Proposal No. 1, all five directors were elected to serve as a director until their successors are elected at the next annual general meeting of the Company and each received a plurality of votes at the Annual Meeting.

(b)	Proposal No. 2. To re-appoint Macias Gini & O’Connell LLP (“MGO”) as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.
Votes For	Withheld	Abstentions
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79,292,605	8,418,855	3,081,416

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With respect to the foregoing Proposal No. 3, MGO is re-appointed as the auditors of the Company for the ensuing year and the directors of the Company are authorized to fix the remuneration paid to the auditors.

Item 8.01 Other Events

On June 12, 2024, the Company issued a press release announcing the results of the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
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Exhibit No.	​	Description
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99.1	​	Press Release dated June 12, 2024.
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​	​	TILT Holdings Inc.
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Date: June 12, 2024	​	By:	/s/ Tim Conder
​	​	Name:	Tim Conder
​	​	Its:	Chief Executive Officer

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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 meeting of shareholders of TILT (the “Shareholders”) held virtually on Tuesday, June 11, 2024 (the “Meeting”).

The Company put forward the following proposals to be voted on by the Shareholders at the Meeting, all of which were approved: (i)to elect five directors of the Company to hold office until their successors are elected at the next annual general meeting of the Company; and (ii) to re-appoint Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix MGO’s remuneration.

Election of Directors:

Each of the directors elected at the Meeting, John Barravecchia, Tim Conder, Adam Draizin, George Odden, and Arthur Smuck will hold office until the next annual general meeting of the Company or until his or her earlier resignation or removal.

Re-Appointment of Auditors and Authorization of Auditors’ Remuneration:

MGO was re-appointed as auditors of the Company for the ensuing year and the Board is authorized to fix MGO’s remuneration.

On June 12, 2024, the Company filed a report of voting results on all proposals voted on at the Meeting on SEDAR+ at www.sedarplus.ca.

About TILT

TILT helps cannabis businesses build brands. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers in regulated markets across 39 states in the U.S., as well as Canada, Israel, South America and the European Union. TILT’s core businesses include Jupiter Research LLC, a wholly-owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing; and cannabis operations, Commonwealth Alternative Care, Inc. in Massachusetts, Standard Farms LLC in Pennsylvania and Standard Farms Ohio, LLC in Ohio. TILT is headquartered in Phoenix, Arizona. For more information, visit www.tiltholdings.com.

Company Contact:

Lynn Ricci, VP of Investor Relations & Corporate Communications TILT Holdings Inc. lricci@tiltholdings.com

Investor Relations Contact:

Sean Mansouri, CFA Elevate IR TILT@elevate-ir.com 720.330.2829

Media Contact:

Oak Public Relations

tilt@oakpr.com ​