TLLTF / TILT Holdings Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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

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

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

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

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

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

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

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

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.

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

Management Services Agreement dated July 30, 2025, by and among Standard Farms LLC and MariMed Advisors, Inc.

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

MariMed’s Products to Enter Pennsylvania Market Through a Management Services and Licensing Agreement with TILT Holdings

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

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

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

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

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

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

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. )

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

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

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

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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

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

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

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

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

TILT Holdings Signs Definitive Agreement to Divest Retail Locations in Massachusetts to In Good Health for $2 Million

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

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

Asset Purchase Agreement dated January 28, 2025, by and among Commonwealth Alternative Care Inc. and In Good Health Inc.

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

Regulation FD Disclosure, 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 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

TILT Holdings Reports Third Quarter 2024 Results and Announces Strategic Review of its Plant-Touching Business

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

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

Amendment Number One to Side Letter Agreement, dated July 19, 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.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

Separation Agreement dated October 25, 2024 by and between TILT Holdings Inc. and Nathaniel Christopher Kelly.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

TILT Holdings Announces Board Changes Adam Draizin Steps Down; TILT Veteran Marshall P. Horowitz Joins Board

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

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).

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

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.

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

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

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

Secured Promissory Note, dated May 2, 2024, by and between Standard Farms LLC and Lender (filed herewith).

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

Side Letter Agreement, dated April 19, 2024, by and between TILT Holdings Inc. and Tim Conder (filed herewith).

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

Security Agreement, dated May 2, 2024, by and between Standard Farms LLC, and Baker Technologies, Inc., in favor of Lender (filed herewith).

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

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,

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

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

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

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).

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

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

Secured Promissory Note, dated May 2, 2024, by and between Standard Farms LLC and Lender (filed herewith).

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

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

Side Letter Agreement, dated April 19, 2024, by and between TILT Holdings Inc. and Tim Conder (filed herewith).

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

Security Agreement, dated May 2, 2024, by and between Standard Farms LLC, and Baker Technologies, Inc., in favor of Lender (filed herewith).

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

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): 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

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

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. )

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

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

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

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

Amendment to Executive Employment Agreement, dated December 1, 2022, by and between TILT Holdings Inc. and Mark Higgins (filed herewith).

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

Executive Employment Agreement, dated September 24, 2021, by and between TILT Holdings Inc. and Mark Higgins (filed herewith).

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

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

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

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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, 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

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

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).

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

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).

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

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 Shenzen Smoore Technology Limited (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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).

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

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 Shenzen Smoore Technology Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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 Shenzen Smoore Technology Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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

TILT Holdings Reports Third Quarter 2023 Results Revenue Up 10% Year-Over-Year to $44.6 Million, Significantly Narrowing Losses

TILT Holdings Reports Third Quarter 2023 Results Revenue Up 10% Year-Over-Year to $44.

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

Limited Waiver and Continued Forbearance Agreement dated October 2, 2023 by and among Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, TILT Holdings Inc., and Jordan Geotas, as noteholder representative.

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

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

Employment Agreement dated September 26, 2023, by and between TILT Holdings Inc. and Tim Conder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

Membership Interest Purchase Agreement dated September 1, 2023, by and among SFNY Holdings, Inc., Standard Farms New York, LLC and CGSF Investment LLC.

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

Entry into a Material Definitive Agreement, Termination of 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 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

Loan Termination Agreement dated September 1, 2023, by and between CGSF Group LLC and SFNY Holdings, Inc.

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

TILT Holdings, Shinnecock Nation and PowerFund Partners Finalize Change in Partnership of Little Beach Harvest Joint Venture

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

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

TILT Holdings Reports Second Quarter 2023 Results

TILT Holdings Reports Second Quarter 2023 Results PHOENIX, August 14, 2023 - TILT Holdings Inc.

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

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

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

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.

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

TILT Holdings Announces Board Changes D’Angela Simms Steps Down; Cannabis and Supply Chain Veteran Art Smuck Joins Board

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

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. (

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

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

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

TILT Holdings Announces Leadership Change, Departure of Chief Financial Officer Brad Hoch, Chief Accounting Officer, appointed as Interim Chief Financial Officer

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

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. (

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

Consent, Confirmation, Limited Waiver and Forbearance Agreement dated May 15, 2023, by and among TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, and Jordan Geotas, as noteholder representative.

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

Security Agreement dated May 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.

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

Pledge Agreement dated May 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.

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

Canadian Trademark Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative.

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

Guaranty dated May 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.

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

Patent Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative.

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

Secured Note Purchase Agreement dated May 15, 2023 by and among TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, and Jordan Geotas, as noteholder representative.

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

Form of 2023 Bridge Notes.

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

Trademark Security Agreement dated May 15, 2023, by and among TILT Holdings Inc., Jupiter Research, LLC and Jordan Geotas, as noteholder representative.

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

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

Canadian Security Agreement dated May 15, 2023, by TILT Holdings Inc., and in favor of Jordan Geotas, as noteholder representative.

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

Subordination and Intercreditor Agreement dated May 15, 2023, by and among Entrepreneur Growth Capital LLC, TILT Holdings Inc., and Jupiter Research, LLC.

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

Canadian Patent Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative.

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

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

Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Restricted Stock Unit Agreement (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on 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

Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Amended and Restated Stock Option Agreement (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on 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

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. (

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

TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on 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

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

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

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) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on 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

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

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

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. )

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

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

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.

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

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

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

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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

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

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

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

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

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

Description of Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the SEC on 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

Form of Common Share Purchase Warrant issued on November 22, 2019 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on 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

Unmarked Form of Secured Note Purchase Agreement, dated as of November 1, 2019, as amended by that First Amendment to Secured Note Purchase Agreement dated February 15, 2023 (filed herewith).

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

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

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

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.

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

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

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

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 to the Company’s Form 8-K filed on 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

Form of Warrant Certificate issued on February 15, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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

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 fa

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

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 to the Company’s Form 8-K filed on 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 “

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 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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

Form of Amended and Restated Promissory Note (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): 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

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 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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

Form of Promissory Note (AP Note) (incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on 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

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

Form of Amendment No. 4 to Senior Secured Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on 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

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 to the Company’s Form 8-K filed on 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 (?

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): 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

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 Deb

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

TILT Executive Employment Agreement dated November 29, 2022 by and between TILT Holdings Inc. and Brad Hoch (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on 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

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 I

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

TILT Executive Employment Agreement dated December 1, 2022 by and between TILT Holdings Inc. and Christopher Kelly (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on 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

Amendment to Executive Employment Agreement dated December 1, 2022 by and between TILT Holdings Inc. and Dana Arvidson (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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.

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

Amendment No. 3 to Promissory Note, dated as of November 14, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the SEC on 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

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

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).

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

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).

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

TILT Extends Maturity Date for Certain Senior Debt Holders and Announces Agreement in Principle for New Debt Facility

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

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

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).

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

Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, effective as of the 24th day of October 2022, by and between White Haven RE, LLC and IIP-PA 9 LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on November 14, 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

? ? ? 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

TILT Extends Maturity Date for Certain Senior Debt Holders, Signs Fourth Amendment for its White Haven, Pennsylvania, Facility Purchase and Sale Agreement

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

Form of Amendment No. 1 to the Senior Secured Promissory Note (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q filed with the SEC on November 14, 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

Amendment No. 2 to Promissory Note, dated as of October 24, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed with the SEC on November 14, 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.

TILT Extends Maturity Date for Certain Senior Debt Holders, Signs Fourth Amendment for its White Haven, Pennsylvania, Facility Purchase and Sale Agreement

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

Fourth Amendment to Purchase And Sale Agreement And Joint Escrow Instructions, effective as of the 24th day of October 2022, by and between White Haven RE, LLC and IIP-PA 9 LLC.

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

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 IN

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

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

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 (

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

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

Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, effective as of the 30th day of September 2022, by and between White Haven RE, LLC and IIP-PA 9 LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on November 14, 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 (

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

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

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)

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

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.

Filing fee table.

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

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

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)

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

Warrant Certificate dated November 1, 2019 by and between TILT Holdings, Inc. and Mark Scatterday (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on 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

Warrant Certificate dated November 22, 2019 by and between TILT Holdings, Inc. and Jane Batzofin (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on 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

Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated June 17, 2022 by and between White Haven RE, LLC and IIP-PA 9 LLC (incorporated by reference to Exhibit 10.28 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on 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

Loan Agreement dated August 24, 2021 by and between CGSF Group LLC and SFNY Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Junior Guaranty dated November 1, 2019 between TILT Holdings Inc., Jimmy Jang Holdings Inc., Sante Veritas Holdings Inc., Sante Veritas Therapeutics Inc., Jupiter Research Europe LTD, Defender Marketing Services, LLC, White Haven RE LLC, Standard Farms LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside E-Commerce LLC, Briteside Oregon LLC, Yaris Acquisition LLC, Bootleg Courier Company, LLC, Blkbrd Software LLC, Blackbird Logistics Corporation, Blkbrd CA, Blkbrd NV LLC, Sea Hunter Therapeutics, LLC, SH Therapeutics, LLC, SH Realty Holdings, LLC, SH Realty Holdings-Ohio, LLC, SH Ohio, LLC, SH Finance Company, LLC, Cultivo, LLC, Alternative Care Resource Group LLC, Verdant Holdings, LLC, Verdant Management Group, LLC, Herbology Holdings, LLC, Herbology Management Group, LLC, in favor of [***] (incorporated by reference to Exhibit 10 7.to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Purchase and Sale Agreement And Joint Escrow Instructions dated effective April 8, 2022, by and between Commonwealth Alternative Care, Inc. and IIP-MA 2 LLC (incorporated by reference to Exhibit 2.4 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Junior Secured Note Purchase Agreement dated November 1, 2019 between Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, TILT Holdings Inc., [***] and the purchasers named on the Schedule of Purchasers attached thereto (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

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,

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 (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Agreement dated October 27, 2021 between Sante Veritas Therapeutics Inc., and 1120419 B.C. LTD. (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

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

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)

Purchase And Sale Agreement And Joint Escrow Instructions, dated effective April 19, 2022, by and between White Haven Re, LLC and IIP-PA 9 LLC, as amended by First Amendment To Purchase And Sale Agreement And Joint Escrow Instructions dated May 24, 2022 (incorporated by reference to Exhibit 2.5 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Junior Security Agreement dated as of November 1, 2019 by and among Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang, L.P., Jupiter Research, LLC, Blackbird Logistics Corporation, Blkbrd CA, Blkbrd NV LLC, Blkbrd Software LLC, Briteside Ecommerce LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside Oregon LLC, Defender Marketing Services, LLC, Standard Farms LLC, TILT Holdings Inc., White Haven RE LLC, Yaris Acquisition LLC and in favor of [***] (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Senior Secured Note Purchase Agreement dated as of November 1, 2019 between Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, TILT Holdings Inc., NR 1, LLC and the purchasers named on the Schedule of Purchasers attached thereto (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Business Combination Agreement dated July 9, 2018 between Baker Technologies, Inc., Briteside Holdings, LLC, Sea Hunter Therapeutics, LLC, Santé Veritas Holdings Inc. and 1167411 B.C. Ltd. (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

PLEDGE AGREEMENT

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

EMPLOYMENT AGREEMENT

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

Agreement of Purchase and Sale, dated February 8, 2022, between Daniel G. DaRosa, as Trustee of 30 MOZZONE BOULEVARD 2013 REALTY TRUST, u/d/t/ dated July 26, 2017, and Commonwealth Alternative Care, Inc., as last amended by Second Amendment to Agreement of Purchase and Sale dated May 13, 2022 (incorporated by reference to Exhibit 2.3 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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.,

Exchange Agreement dated January 7, 2019 between Jimmy Jang, L.P., TILT Holdings Inc. and the holder of units from time to time party thereto (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

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

Canadian Security Agreement dated November 1, 2019 of TILT Holdings Inc. in favor of NR 1, LLC (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Guaranty dated as of November 1, 2019 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Sante Veritas Holdings Inc., Sante Veritas Therapeutics Inc., Jupiter Research Europe LTD, White Haven RE LLC, Standard Farms LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside E-Commerce LLC, Briteside Oregon LLC, Yaris Acquisition LLC, Bootleg Courier Company, LLC in favor of NR 1, LLC (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Securities Purchase Agreement dated November 18, 2020 between Baker Technologies, Inc., Slam Dunk LLC, and Timothy Conder.

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

Junior Guaranty dated November 1, 2019 between TILT Holdings Inc., Jimmy Jang Holdings Inc., Sante Veritas Holdings Inc., Sante Veritas Therapeutics Inc., Jupiter Research Europe LTD, Defender Marketing Services, LLC, White Haven RE LLC, Standard Farms LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside E-Commerce LLC, Briteside Oregon LLC, Yaris Acquisition LLC, Bootleg Courier Company, LLC Blkbrd Software LLC, Blackbird Logistics Corporation, Blkbrd CA, Blkbrd NV LLC, Sea Hunter Therapeutics, LLC, SH Therapeutics, LLC, SH Realty Holdings, LLC, SH Realty Holdings-Ohio, LLC, SH Ohio, LLC, SH Finance Company, LLC, Cultivo, LLC, Alternative Care Resource Group LLC, Verdant Holdings, LLC, Verdant Management Group, LLC, Herbology Holdings, LLC, Herbology Management Group, LLC, ,in favor of [REDACTED NAME].

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

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.

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

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 spec

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

Junior Pledge Agreement dated as of November 1, 2019 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Baker Technologies, Inc., Jimmy Jang, L.P., Blackbird Logistics Corporation, Briteside Holdings LLC, Yaris Acquisition LLC, Baker Technologies, Inc., Jupiter Research, LLC, Blackbird Logistics Corporation, Blkbrd Software LLC, Briteside Ecommerce LLC, Briteside Holdings LLC, Briteside Modular LLC, Defender Marketing Services LLC, Standard Farms LLC, White Haven RE LLC, Yaris Acquisition LLC and [***](incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Junior Secured Note Purchase Agreement dated November 1, 2019 between Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, TILT Holdings Inc., [REDACTED NAME] and the purchasers named on the Schedule of Purchasers attached thereto.

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

Assignment Agreement dated February 22, 2021 between SH Finance Company, LLC and Teneo Fund SPVi LLC.

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

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

Junior Canadian Security Agreement dated November 1, 2019 by TILT Holdings Inc. in favor of [***](incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Form 10 filed with the SEC on June 29, 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

Guaranty dated as of November 1, 2019 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Sante Veritas Holdings Inc., Sante Veritas Therapeutics Inc., Jupiter Research Europe LTD, White Haven RE LLC, Standard Farms LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside E-Commerce LLC, Briteside Oregon LLC, Yaris Acquisition LLC, Bootleg Courier Company, LLC in favor of NR 1, LLC.

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

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

Employment Agreement dated August 5, 2020 and effective July 29, 2020 between TILT Holdings Inc. and Marshall Horowitz.

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.?

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

Pledge Agreement dated as of November 1, 2019 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Baker Technologies Inc., Jimmy Jang, L.P., Blackbird Logistics Corporation, Briteside Holdings LLC, Yaris Acquisition LLC,  Baker Technologies, Inc., Jupiter Research, LLC, Blackbird Logistics Corporation, Blkbrd Software LLC, Briteside Ecommerce LLC, Briteside Holdings LLC, Briteside Modular LLC, Defender Marketing Services, Standard Farms LLC, White Haven RE LLC, Yaris Acquisition LLC and NR 1 LLC.

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

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

Employment Agreement, dated June 23, 2021 and effective July 12, 2021 between TILT Holdings Inc. and Dana R. Arvidson.

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

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

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.  

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

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

Exchange Agreement dated January 7, 2019 between Jimmy Jang, L.P., TILT Holdings Inc. and the holder of units from time to time party thereto.

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

Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Restricted Stock Unit Agreement.

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

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

Transition Agreement dated April 22, 2021 between Marshall Horowitz and TILT Holdings Inc., as last amended by that certain Amendment No. 5 dated September 10, 2021.

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

TILT Executive Employment Agreement dated May 13, 2021 and effective June 1, 2021 between TILT Holdings Inc. and Gary F. Santo, Jr.

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

Senior Secured Note Purchase Agreement dated as of November 1, 2019 between Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, TILT Holdings Inc., NR 1, LLC and the purchasers named on the Schedule of Purchasers attached thereto.

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

Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Amended and Restated Stock Option Agreement.

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

Security Agreement dated as of November 1, 2019, by and among Baker Technologies, Inc., Commonwealth Alternative Care Inc., Jimmy Jang, L.P., Jupiter Research, LLC, Blackbird Logistics Corporation, Blkbrd CA, Blkbrd NV LLC, Blkbrd Software LLC, Briteside Ecommerce LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside Oregon LLC, Defender Marketing Services LLC, Standard Farms LLC, TILT Holdings Inc., White Haven RE LLC, Yaris Acquisition LLC and in favor of NR 1, LLC.

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

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

Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Performance Stock Unit Award Agreement.

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

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

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

Junior Security Agreement dated as of November 1, 2019 by and among Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jimmy Jang, L.P.,Jupiter Research, LLC, Blackbird Logistics Corporation, Blkbrd CA, Blkbrd NV LLC, Blkbrd Software LLC, Briteside Ecommerce LLC, Briteside Holdings LLC, Briteside Modular LLC, Briteside Oregon LLC, Defender Marketing Services, LLC, Standard Farms LLC, TILT Holdings Inc., White Haven RE LLC, Yaris Acquisition LLC and in favor of [REDACTED NAME].

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

Business Combination Agreement dated July 9, 2018 between Baker Technologies, Inc., Briteside Holdings, LLC, Sea Hunter Therapeutics, LLC, Santé Veritas Holdings Inc. and 1167411 B.C. Ltd.

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