Item 1.01 Entry into a Material
Definitive Agreement.
On December 30, 2022, TILT Holdings Inc. (“TILT”) and Innovative
Industrial Properties Inc. (“IIPR”) entered into a Fifth Amendment
(the “IIPR Amendment”) to the Purchase and Sale Agreement between
White Haven RE, LLC, a subsidiary of TILT and IIP-PA 9 LLC, a
subsidiary of IIPR, dated April 19, 2022 (the “Agreement”). The
IIPR Amendment extends the investigational period under the
Agreement to a date that is on or before February 28, 2023. The
IIPR Amendment also allows TILT to set the closing date of the
contemplated sale and leaseback transaction upon five business
days’ notice to IIPR, provided the closing date is not extended
beyond February 28, 2023. Except as described above, all other
terms and provisions of the Agreement remain in full force and
effect. The foregoing description does not purport to be complete
and is qualified in its entirety by reference to the IIPR Amendment
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
In addition, on December 30, 2022, TILT’s subsidiaries, Jimmy Jang
L.P., Baker Technologies, Inc., Jupiter Research, LLC and
Commonwealth Alternative Care, Inc. (collectively, the
“Subsidiaries”) and certain holders of its senior secured
promissory notes (the “Participating Note Holders”), each entered
into the fourth amendment (collectively, the “Fourth Note
Amendments”) to the Promissory Notes, dated as of November 1, 2019
(the “Senior Notes”). The Fourth Note Amendments extend the
maturity date of approximately US $2.1 million in outstanding
principal amount of the Senior Notes (the “Extended Notes”) from
December 31, 2022 to February 28, 2023 (the “New Maturity Date”).
The material terms of the Senior Notes, as previously amended
(other than the maturity date of the Extended Notes) were not
changed by the Fourth Note Amendments. Mark Scatterday, one of the
Participating Note Holders, is the former Chief Executive Officer
of TILT and current member of the Board of Directors of TILT. The
foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Fourth Note
Amendments, the form of which is filed herewith as Exhibit 10.2 and
is incorporated by reference herein.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information relating to the Fourth Note Amendments set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated herein
by reference.
Item 8.01 Other Events
On January 3, 2023, TILT issued a press release announcing the IIPR
Amendment and the Fourth Note Amendments. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.