UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices) | (Zip Code) |
( |
(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
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 1.01 Entry Into a Material Definitive Agreement
On August 18, 2025, in the connection with the closing (the “Closing”) of the acquisition of certain retail assets (the “IGH Transaction”) of the Commonwealth Alternative Care, Inc., a wholly-owned subsidiary of the Registrant, entered into a First Amendment to Asset Purchase Agreement (the “Closing Amendment”) with In Good Health, Inc. The Closing Amendment adjusted the purchase price to $1.75 million dollars in cash consideration.
The foregoing summary is qualified in its entirety by reference to the text of the Closing Amendment, which is included as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Entry into a Material Definitive Agreement.
On August 18, 2025, the Registrant issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Closing of the IGH Transaction.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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: August 22, 2025 | By: | /s/ Tim Conder | |
Name: | Tim Conder | ||
Its: | Chief Executive Officer | ||