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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TILT Holdings Inc (QB) | USOTC:TLLTF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0002 | 0.56% | 0.036 | 0.0325 | 0.0385 | 0.038 | 0.032 | 0.0358 | 155,091 | 21:00:10 |
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously reported on the Current Report on Form 8-K filed by TILT Holdings Inc. (the “Company”) on April 25, 2023 (the “Initial Form 8-K”), Tim Conder was appointed to serve as Interim Chief Executive Officer of the Company, effective April 21, 2023. Mr. Conder did not receive compensation for his service as Interim Chief Executive Officer. On September 26, 2023, the Board appointed Mr. Conder as the permanent Chief Executive Officer of the Company. The biographical information and other information on Mr. Conder included in the Initial Form 8-K is hereby incorporated by reference.
On September 26, 2023, the Company and Mr. Conder entered into an employment agreement (the “Employment Agreement”), pursuant to which Mr. Conder will serve as the permanent Chief Executive Officer of the Company. The Employment Agreement sets forth the principal terms and conditions of Mr. Conder’s employment including an employment term from September 26, 2023 and continuing until June 30, 2024 (the “Term”) and including a monthly base salary of $29,167 (the “Base Salary”) effective as of April 21, 2023, or $350,004 on an annualized basis. The Employment Agreement provides that Mr. Conder will receive a target performance bonus of $200,000 provided that Mr. Conder (i) has achieved on or prior to December 31, 2023 certain metrics and (ii) is still employed by the Company as of the earlier of the date of payment or January 31, 2024 (the “December 31, 2023 Performance Bonus”). The Employment Agreement provides that Mr. Conder will receive another target performance bonus of $200,000 provided that Mr. Conder (i) has achieved on or prior to June 30, 2024 certain metrics set forth therein and (ii) is still employed by the Company as of the earlier of the date of payment or June 30, 2024 (the “June 30, 2024 Performance Bonus”).
Pursuant to the terms of the Employment Agreement, Mr. Conder is entitled to receive an equity grant, under the Company’s Amended and Restated 2018 Stock and Incentive Plan, of 2,000,000 performance stock units (“PSUs”), of which up to 1,000,000 PSUs will vest on the first business day after December 31, 2023 (the “December 31, 2023 PSUs”) and up to 1,000,000 PSUs will vest on June 30, 2024 (the “June 30, 2024 PSUs”), each in the portions set forth therein, provided that Mr. Conder has achieved the metrics for the applicable vesting period and continues to be employed by the Company as of each vesting date.
Mr. Conder is also entitled to up to $25,500 of reimbursement for direct expenses within 14 days of execution of the Employment Agreement.
Following a request from Mr. Conder during the Term, the Company will donate $50,000 to one or more charitable organizations designated by Mr. Conder, provided that the Company will not be required to make donations in excess of $25,000 prior to January 1, 2024 and in excess of $12,500 from January 1, 2024 through March 31, 2024 and from and after April 1, 2024 through the end of the Term.
Throughout the course of his employment, Mr. Conder is entitled to participate in all group employee health, pension and welfare benefit plans and programs, and fringe benefit plans and programs.
Pursuant to the Employment Agreement, in the event of termination of Mr. Conder’s employment with the Company, however occurring, Mr. Conder is entitled to (i) the Base Salary through the date of termination, (ii) any accrued but unused vacation through the date of termination, and (iii) subject to submission of proper expense reports by Mr. Conder within 30 days of the date of termination, reimbursement for all expenses reasonably and necessarily incurred by Mr. Conder in connection with the business of the Company (together, the “Final Compensation”). In the event of termination without cause or resignation with good reason, in addition to the Final Compensation and subject to the execution of a release of claims in favor of the Company, Mr. Conder is entitled to receive (i) all previously accrued amounts, (ii) the Base Salary at applicable rates through the end of the Term, (iii) if Mr. Conder’s employment is terminated prior to payment of the December 31, 2023 Performance Bonus, to the extent Mr. Conder has achieved any applicable metrics, the corresponding portion of the December 31, 2023 Performance Bonus and (iv) if Mr. Conder’s employment is terminated prior to payment of the June 30, 2024 Performance Bonus, to the extent Mr. Conder has achieved any applicable metrics, the corresponding portion of the June 30, 2024 Performance Bonus.
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If Mr. Conder’s employment is terminated on or prior to December 31, 2023, to the extent that Mr. Conder has achieved any of the applicable metrics as of the date of termination, the corresponding portion of the December 31, 2023 PSUs will vest upon termination. If Mr. Conder’s employment is terminated after December 31, 2023, to the extent that Mr. Conder has achieved any of the applicable metrics as of the date of termination, the corresponding portion of the June 30, 2024 PSUs will vest upon termination. In addition, if Mr. Conder timely and properly elects health continuation coverage under COBRA, the Company will provide a partial reimbursement for monthly health care insurance premiums increase paid by Mr. Conder until the scheduled end of the Term.
Mr. Conder is subject to the restrictive covenants set forth in the Employment Agreement including non-competition and non-solicitation covenants.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events
On September 26, 2023, the Company issued a press release announcing the appointment of Mr. Conder as the permanent Chief Executive Officer. 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# | Employment Agreement dated September 26, 2023, by and between TILT Holdings Inc. and Tim Conder. | |
99.1 |
| |
104 |
| Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
# Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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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: October 2, 2023 | By: | /s/ Brad Hoch |
| Name: | Brad Hoch |
| Its: | Interim Chief Financial Officer |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made effective as of September 26, 2023 (the “Effective Date”), by and between TILT Holdings Inc. (the “Company”), and Tim Conder (“Employee”). The Company and the Employee are each referred herein as a “Party” and collectively as the “Parties.”
The Company and Employee hereby agree as follows:
i. | December 31, 2023 Performance Bonus. Employee will receive a performance bonus (the “December 31, 2023 Performance Bonus”) with a target of USD $200,000, provided that Employee (i) has achieved, on or prior to December 31, 2023, those metrics set forth in Exhibit A, and (ii) is still employed by the Company under this Agreement as of the earlier of the date of payment or January 31, 2024. If some but not all of the metrics set forth in Exhibit A are achieved, Employee will receive that portion of the December 31, 2023 Performance Bonus as set forth in Exhibit A. Any December 31, 2023 Performance Bonus shall be payable on or before January 31, 2024, and shall be subject to applicable withholding and deductions. The determination of whether Employee has achieved the applicable metrics shall be in the reasonable good-faith discretion of the Board. |
ii. | June 30, 2024 Performance Bonus. Employee will receive a performance bonus (the “June 30, 2024 Performance Bonus”) with a target of USD $200,000, provided that Employee (i) has achieved, on or before June 30, 2024, the metrics set forth in Exhibit A, and (ii) is still |
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employed by the Company under this Agreement as of the earlier of the date of payment or June 30, 2024. If some but not all of the metrics set forth in Exhibit A are achieved, Employee shall be eligible to receive that portion of the June 30, 2024 Performance Bonus as set forth in Exhibit A. Any June 30, 2024 Performance Bonus shall be payable on or before July 31, 2024, and shall be subject to applicable withholding and deductions. The determination of whether Employee has achieved the applicable metrics shall be in the reasonable good-faith discretion of the Board. |
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8. | Payment at Termination. |
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i. | The Company will pay Employee the aggregate Severance Pay in equal installments through the remainder of the Term. The Severance Pay will be subject to applicable withholding and deductions and payable in accordance with the Company’s regular payroll policies and practices. The first installment of the Severance Pay shall be made on the first regular Company payroll date after the Release becomes effective, and in no event later than sixty (60) days following the date of termination, and shall include all previously accrued amounts. “Severance Pay” shall be the sum of – |
(A) | Employee’s Base Salary at the applicable rates through the scheduled end of the Term, and |
(B) | if Employee is terminated prior to payment of the December 31, 2023 Performance Bonus, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the December 31, 2023 Performance Bonus, and |
ii. | If Employee is terminated on or prior to December 31, 2023, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the December 31, 2023 PSU Vesting shall vest upon termination. If Employee is terminated after December 31, 2023, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the June 30, 2024 PSU Vesting shall vest upon termination. |
iii. | Provided that Employee is eligible and does elect to continue his coverage under the Company’s group medical plan pursuant to the federal to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or applicable state law, the Company will contribute toward (or reimburse Employee for) the employer-paid portion of the premiums for such continued coverage from the date of termination until the scheduled end of the Term (the “COBRA Continuation”). The |
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COBRA Continuation may end before the scheduled end of the Term upon the first to occur of the Employee’s death, the date the Employee becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Employee. To the extent the Employee elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 8(b)(ii) are subject to the Company’s ability to comply with applicable law. |
9. | Restrictive Covenants. |
i. | Restricted Business means any business, organization, firm, company or other person anywhere in the continental United States and in Canada that competes with any business in which the Company or any Group Company engaged during the Term. |
ii. | Restricted Customer means any business, organization, firm, company or other person who, during the Term, was a material customer or material client of the Company or the Group or with whom the Company or the Group was involved in negotiations or material discussions with a view to such business, organization, firm, company or other person becoming a material customer or material client of the Company or Group. |
iii. | Restricted Employee means any person who was employed or engaged by the Company or the Group at any time during the Term. |
iv. | Restricted Supplier means any firm, company or other person who, during the Term, was a material supplier of goods and/or services to the Company or the Group or with whom the Company or the Group was involved in negotiations with a view to such firm, company or other person becoming a material supplier. |
v. | Termination Date means the date that Employee’s employment with the Company terminates for any reason. |
vi. | Restricted Period means the period beginning on the Termination Date and ending six (6) months following the Termination Date. |
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i. | solicit or endeavour to entice away from the Company or the Group a Restricted Customer or a Restricted Supplier with a view to providing goods or services to that Restricted Customer or receiving goods or |
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services from that Restricted Supplier in competition with the Restricted Business (as defined below); or |
ii. | seek to hinder or interfere with or do any act which you could reasonably expect to hinder or interfere with the Company or the Group’s business, custom or relationship or the terms thereof with any Restricted Customer or any Restricted Supplier; or |
iii. | employ or engage or offer employment to or otherwise endeavour to entice away from the Company or the Group any Restricted Employee whether or not such person would commit a breach of contract by reason of leaving the Company or the Group. |
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If to the Company:
TILT Holdings, Inc.
2801 E Camelback Rd Suite 180
Phoenix, AZ 85016
Attention: General Counsel Or legal@TILTholdings.com
If to Employee:
To the address most recently on file in the payroll records of the Company
with a copy to (which shall not constitute notice):
Ryan Lowther, Esq.
Farella Braun + Martel LLP
One Bush Street, 9th Floor
San Francisco, California 94104
or to such other address as is specified in a notice complying with this Section, which notice will be deemed given in accordance with this Section.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered under seal as of the date first written above.
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/s/ Tim Conder
Tim Conder
TILT Holdings, Inc.
By: /s/ Arthur Smuck
Arthur Smuck, Chairman of the Board
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TILT Holdings Appoints Tim Conder as Permanent CEO, Announces Change of Board Chairperson
PHOENIX, September [26], 2023 -- TILT Holdings Inc. (“TILT" or the “Company”) (NEO: TILT) (OTCQB: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced that Interim Chief Executive Officer (“CEO
“) Tim Conder will transition to permanent CEO, effective as of today. Mr. Conder has been a member of TILT’s Board of Directors (“Board”) since October 2019, served as the Company’s President and Chief Operating Officer from July 2019 until November 2020, and has served as Interim CEO since April 2023. The Company also announced Art Smuck has been appointed Chair of the Board, succeeding John Barravecchia, who will continue to serve as Board Member and Chair of the Audit Committee. Mr. Smuck brings extensive experience with large cannabis brands and complex distribution operations to his new role.
“Tim has been instrumental in bringing financial discipline to TILT, and since being appointed Interim CEO, we believe he has already made significant headway in strengthening the Company’s operations and financial position,” said TILT Board Chair, Art Smuck. “This includes implementing cost-cutting measures across the organization and making strategic shifts to the Company’s business model and approach to brand partnerships. The Board has every confidence in Tim’s leadership and ability to continue executing the Company’s refined business strategy and build a foundation for profitable growth in 2024 and beyond.”
Mr. Conder brings 15 years of experience operating innovative, high-performing teams in the technology, logistics and supply-chain sectors. Prior to TILT, Mr. Conder co-founded Blackbird Logistics, a technology and logistics provider in the cannabis space, in 2015, and most recently served as the President of the Blackbird business unit and Chief Technology Officer at HERBL, Inc., a distributor and supply chain provider for cannabis.
“I am excited to continue leading TILT on a permanent basis and have been impressed with the team’s commitment to our strategic goals and refined plan,” said Tim Conder, CEO of TILT. “I look forward to working more closely with the Board and leveraging my experience both within and outside of the cannabis sector to return TILT to growth and profitability as we seek to drive value creation for all of our stakeholders.”
About TILT
TILT helps cannabis businesses build brands. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers across 39 states in the U.S., as well as Canada, Israel, South America and the European Union. TILT’s core businesses include Jupiter Research LLC, a wholly-owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing; and cannabis operations, Commonwealth Alternative Care, Inc. in Massachusetts, Standard Farms LLC in Pennsylvania, and Standard Farms Ohio, LLC in Ohio. TILT is headquartered in Phoenix, Arizona. For more information, visit www.tiltholdings.com.
Forward-Looking Information
This news release contains forward-looking information and statements (together, “forward-looking information”) under applicable Canadian and U.S. securities laws which are based on current expectations. Forward-looking information is provided for the purpose of presenting information about TILT management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may include, without limitation TILT’s beliefs about working through this permanent leadership transition, the ability to continue executing TILT’s refined business strategy and build a foundation for profitable growth in 2024 and beyond, the opinions or beliefs of management, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies, and outlook of TILT, and includes
statements about, among other things, future developments, the future operations, strengths and strategy of TILT. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, "will", “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “seeks”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These statements should not be read as guarantees of future performance or results. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including TILT’s experience and perceptions of historical trends, the ability of TILT to maximize shareholder value, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances.
Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that it will be completed on the terms described above and that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. TILT assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
By its nature, forward-looking information is subject to risks and uncertainties, and there are a variety of risk factors, many of which are beyond the control of TILT, and that may cause actual outcomes to differ materially from those discussed in the forward-looking statements. Such risk factors include, but are not limited to, those described under the heading “Item 1A Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2022 , “Item 1A Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, “Item 1A Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and other subsequent reports filed by TILT with the United States Securities and Exchange Commission on www.sec.gov and on SEDAR+ at www.sedarplus.ca
Company Contact:
Lynn Ricci, VP of Investor Relations & Corporate Communications
TILT Holdings Inc.
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
TILT@elevate-ir.com
720.330.2829
Media Contact:
Alice Moon
Trailblaze
TILT@trailblaze.com
Document and Entity Information |
Sep. 26, 2023 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Sep. 26, 2023 |
Entity File Number | 000-56422 |
Entity Registrant Name | TILT HOLDINGS INC. |
Entity Incorporation, State or Country Code | A1 |
Entity Tax Identification Number | 83-2097293 |
Entity Address State Or Province | AZ |
Entity Address, Address Line One | 2801 E. Camelback Road #180 |
Entity Address, City or Town | Phoenix |
Entity Address, Postal Zip Code | 85016 |
City Area Code | 623 |
Local Phone Number | 887-4900 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001761510 |
Amendment Flag | false |
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