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Washington, D.C. 20549





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



(Exact name of registrant as specified in its charter)


British Columbia 000-56422 83-2097293

(State or other jurisdiction

of incorporation)


File Number)

(I.R.S. Employer

Identification Number)


2801 E. Camelback Road #180

Phoenix, Arizona

(Address of principal executive offices) (Zip Code)


(623) 887-4900
(Registrant’s telephone number, including area code)


Not applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act: None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


On March 8, 2023, the Board of Directors (“Board”) of TILT Holdings Inc. (the “Company”) appointed George Odden to the Board. Mr. Odden was appointed to the Board pursuant to the director nomination rights of the noteholders to the Junior Secured Note Purchase Agreement, dated November 1, 2019 as amended by the First Amendment to Secured Note Purchase Agreement, dated February 15, 2023. The Board committees, if any, on which Mr. Odden shall serve have not yet been determined and the Company expects to file an amendment to this Current Report on Form 8-K within four business days after such information is determined or available. There are no transactions between Mr. Odden and the Company that would require disclosure under Item 404(a) of Regulation S-K.


Item 8.01 Other Events


On March 14, 2023, the Company issued a press release announcing the appointment of Mr. Odden to the Board and other matters. 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.




99.1   Press Release dated March 14, 2023.
104   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.







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: March 14, 2023 By: /s/ Gary F. Santo, Jr.
  Name: Gary F. Santo, Jr.
  Its: Chief Executive Officer