UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously disclosed on the Current Report on Form 8-K filed on May 26, 2023, Dana R. Arvidson departed as Chief Financial Officer of TILT Holdings Inc. (the “Company”) on May 22, 2023 (the “Separation Date”). On June 28, 2023, the Company and Mr. Arvidson entered into a Separation Agreement (the “Separation Agreement”) effective the Separation Date. Pursuant to the Separation Agreement, Mr. Arvidson is entitled to the following separation benefits:
| · | payment of his base salary for six months following the Separation Date; |
| · | accelerated vesting on the Separation Date of 50,000 of the remaining unvested restricted stock units that were scheduled to vest on December 31, 2023 and granted to him on June 23, 2021; |
| · | subject to his eligibility and timely election of continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of the difference between the amount of monthly health insurance premiums paid by him pre- and post-COBRA coverage until the earliest of (i) the 18-month anniversary of the Separation Date; (ii) the date he is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which he receives or becomes eligible to receive substantially similar health care coverage from another employer or other source; and |
| · | waiver of the post-termination non-competition, non-interference and non-solicitation obligations set forth in the employment agreement dated June 23, 2021 between Mr. Arvidson and the Company. |
In exchange for the consideration provided in the Separation Agreement, Mr. Arvidson agreed to release and discharge the Company and certain related parties from claims and causes of action, including arising out of or relating to his employment by the Company or his separation from the Company. The Company has also agreed to release Mr. Arvidson from certain claims and causes of action arising out of or relating to his employment by the Company or his separation from the Company, other than violations of applicable federal or state criminal law or claims which a court has not approved indemnification by the Company to Mr. Arvidson pursuant to the Indemnification Agreement with Mr. Arvidson or has determined that indemnification is prohibited under Section 163 of the British Columbia Business Corporations Act.
The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1† | Separation Agreement dated June 28, 2023 by and between TILT Holdings Inc. and Dana Arvidson. |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
| † | In accordance with Item 601(a)(6) of Regulation S-K, certain information has been excluded from this exhibit. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TILT Holdings Inc. | ||
| Date: July 5, 2023 | By: | /s/ Timothy Conder |
| Name: | Timothy Conder | |
| Its: | Interim Chief Executive Officer | |