UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2022, TILT’s subsidiaries, Jimmy Jang L.P., Baker Technologies, Inc., Jupiter Research, LLC and Commonwealth Alternative Care, Inc. (collectively, the “Subsidiaries”) and the noteholder representative representing certain holders of its senior secured promissory notes (the “Participating Note Holders”), entered into the third amendment (collectively, the “Third Note Amendments”) to the Promissory Notes, dated as of November 1, 2019 (the “Senior Notes”). The Third Note Amendments extend the maturity date of approximately US $9.6 million in outstanding principal amount of the Senior Notes (the “Extended Notes”) from November 14, 2022 to December 31, 2022 (the “New Maturity Date”). The material terms of the Senior Notes (other than the maturity date) were not changed by the Third Note Amendments. Corner Health, LLC, one of the Participating Note Holders, is an entity partially owned and managed by Jane Mathieu, a member of the Board of Directors of TILT. Mark Scatterday, one of the Participating Note Holders, is the former CEO 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 Third Note Amendments, the form of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On November 14, 2022, TILT issued a press release announcing the Third 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.
(d) | Exhibits |
Exhibit |
| Description |
10.1 | Amendment No. 3 to Promissory Note, dated as of November 14, 2022. | |
99.1 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
* Indicates a management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.
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: November 14, 2022 | By: | /s/ Gary F. Santo, Jr. | |
Name: | Gary F. Santo, Jr. | ||
Its: | Chief Executive Officer | ||