Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2022, TILT Holdings Inc. ("TILT") and Innovative Industrial
Properties Inc. ("IIPR") entered into a Fifth Amendment (the "IIPR Amendment")
to the Purchase and Sale Agreement between White Haven RE, LLC, a subsidiary of
TILT and IIP-PA 9 LLC, a subsidiary of IIPR, dated April 19, 2022 (the
"Agreement"). The IIPR Amendment extends the investigational period under the
Agreement to a date that is on or before February 28, 2023. The IIPR Amendment
also allows TILT to set the closing date of the contemplated sale and leaseback
transaction upon five business days' notice to IIPR, provided the closing date
is not extended beyond February 28, 2023. Except as described above, all other
terms and provisions of the Agreement remain in full force and effect. The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the IIPR Amendment which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
In addition, on December 30, 2022, TILT's subsidiaries, Jimmy Jang L.P., Baker
Technologies, Inc., Jupiter Research, LLC and Commonwealth Alternative Care,
Inc. (collectively, the "Subsidiaries") and certain holders of its senior
secured promissory notes (the "Participating Note Holders"), each entered into
the fourth amendment (collectively, the "Fourth Note Amendments") to the
Promissory Notes, dated as of November 1, 2019 (the "Senior Notes"). The Fourth
Note Amendments extend the maturity date of approximately US $2.1 million in
outstanding principal amount of the Senior Notes (the "Extended Notes") from
December 31, 2022 to February 28, 2023 (the "New Maturity Date"). The material
terms of the Senior Notes, as previously amended (other than the maturity date
of the Extended Notes) were not changed by the Fourth Note Amendments. Mark
Scatterday, one of the Participating Note Holders, is the former Chief Executive
Officer 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 Fourth Note Amendments, the form of which is filed
herewith as Exhibit 10.2 and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information relating to the Fourth Note Amendments set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
On January 3, 2023, TILT issued a press release announcing the IIPR Amendment
and the Fourth 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
No. Description
10.1 Fifth Amendment to Purchase And Sale Agreement And Joint Escrow
Instructions, effective as of the 30th day of December 2022, by and
between White Haven RE, LLC and IIP-PA 9 LLC.
10.2 Form of Amendment No. 4 to Senior Secured Promissory Note.
99.1 Press Release dated January 3, 2023.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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