Quarterly report pursuant to Section 13 or 15(d)

Shareholders' Equity

v3.22.2.2
Shareholders' Equity
6 Months Ended
Jun. 30, 2022
Shareholders' Equity  
Shareholders' Equity

13.Shareholders’ Equity

LP Units of JJ LP

The limited partnership units (“LP Units”) of Jimmy Jang, L.P. (“JJ LP”), a subsidiary of TILT, are exchangeable for one Common Share at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During the three and six months ended June 30, 2022 and 2021, there were no LP Units of JJ LP converted to Common Shares. As of June 30, 2022 and December 31, 2021, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively.

Warrants

The Company did not issue any warrants during the three and six months ended June 30, 2022 and 2021.

The following table summarizes the warrants that remain outstanding as of June 30, 2022:

Exercise

Number of

Security issued

    

price (CAD$)

    

warrants

    

Expiration date

Warrants issued as part of debt offering

0.33

45,249,520

November 1, 2022

Warrants issued as part of debt offering

0.39

18,360,000

November 20, 2022

Consultant warrants

0.53

750,000

November 22, 2022

Consultant warrants

0.33

500,000

January 28, 2023

Founders separation warrants

1.05

9,045,691

September 30, 2024

73,905,211

A rollforward of warrant activity for the six months ended June 30, 2022 is as follows:

Weighted-

Number of

average

Warrants

    

warrants

    

exercise price

Balance as of January 1, 2022

73,905,211

CAD$ 0.44

Exercised

Balance as of June 30, 2022

73,905,211

CAD$ 0.44

Share-based Compensation

Under the Amended and Restated 2018 Stock and Incentive Plan (the “Plan”), the Company has reserved 60,000,000 Common Shares to be issued as awards to employees, management, directors and consultants of the Company, as designated by the Company’s board of directors (the “Board”) or a committee of the Board. “Award” is defined in the Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards.

Restricted Stock Units (“RSUs”)

A summary of the status of the RSUs outstanding is as follows:

Number of

Weighted Average

RSUs

    

RSUs

    

Grant Date Fair Value

Unvested as of January 1, 2022

3,627,081

$

0.37

Issued

40

0.23

Forfeited

(214,993)

0.35

Vested

(993,476)

0.33

Unvested as of June 30, 2022

2,418,652

$

0.39

The Company did not issue any RSUs for the three and six months ended June 30, 2021. During the three months ended June 30, 2022 and 2021, the Company recorded $163 and $195 of net share-based compensation relating to RSUs, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded $425 and $451 of net share-based compensation relating to RSUs, respectively.

The Company recorded additional share-based compensation expense of $260 and $0 for the three months ended June 30, 2022 and 2021, respectively, and $518 and $0 for the six months ended June 30, 2022 and 2021, respectively, relating to the contingent consideration for milestone payments relating to projects of its joint venture in CGSF.

Share Options

A summary of the status of the share options outstanding is as follows:

Share options

Weighted-

Weighted-average

common

average

remaining contractual

Share options

    

shares

    

exercise price

life (yrs)

Balance as of January 1, 2022

16,573,380

US$

0.63

5.39

Forfeited

(4,368,802)

US$

0.90

Balance as of June 30, 2022

12,204,578

US$

0.56

6.05

For the three months ended June 30, 2022 and 2021, the Company recorded $18 and $480, respectively, of net share-based compensation related to these options. For the six months ended June 30, 2022 and 2021, the Company recorded $98 and $1,106, respectively, of net share-based compensation related to these options.

The following table summarizes the share options that remain outstanding as of June 30, 2022:

Number of

Exercise

Options

Security issuable

    

share options

price

    

Expiration date

    

exercisable

Legacy employees

190,000

US$ 1.58-1.58

June 28, 2028

190,000

2020 employee grant

7,931,980

US$ 0.30-0.48

July 28, 2028 - December 1, 2030

4,775,139

Other employee grants

4,082,598

US$ 0.41-3.96

July 28, 2022 - November 21, 2029

4,082,598

Total

12,204,578

9,047,737

Performance Stock Units (“PSUs”)

A summary of the status of the PSUs outstanding is as follows:

Number of

Weighted Average

Performance Stock Units

    

PSUs

    

Grant Date Fair Value

Unvested as of January 1, 2022

11,804,498

$

0.31

Issued

Forfeited

(151,368)

0.20

Vested

(700,000)

0.51

Unvested as of June 30, 2022

10,953,130

$

0.29

The Company did not grant PSUs for the three and six months ended June 30, 2022 and 2021, respectively. During the three months ended June 30, 2022 and 2021, the Company recorded $345 and $0 of net share-based compensation relating to PSUs, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded $971 and $0 of net share-based compensation relating to PSUs, respectively.

A summary of the PSU awards granted containing market conditions is as follows:

PSU Grant Dates

    

Close Price on Grant Date

Expiration Date

Outstanding (#)

June 18, 2021

$

0.4941

December 31, 2024

7,487,351

September 30, 2021

$

0.3875

December 31, 2024

2,367,772

December 19, 2021

$

0.2263

December 31, 2024

549,375

Total

10,404,498