Item 1.01 Entry Into a Material Definitive Agreement
On November 3, 2025, TILT Holdings Inc. (the “Company”) and its subsidiaries, Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., and Jupiter Research, LLC (“Jupiter”, and collectively, the “Subsidiary Borrowers”) entered into a Secured Note Purchase Agreement, with Jordan Geotas, as the noteholder representative (the “Noteholder Representative”) on behalf of the purchasers named therein (the “2025 NPA”). Pursuant to the 2025 NPA, Subsidiary Borrowers issued by way of private placement senior secured promissory notes in the aggregate principal amount of up to US$2,000,000 (the “2025 Bridge Notes”) to the holders with a maturity date of June 1, 2026 (the “Maturity Date”). The 2025 Bridge Notes bear interest at the rate of 10% if the note is identified as a funded note or does not bear interest if the note is identified as an in-kind note.
The 2025 Bridge Notes are secured by a security interest in all of the assets of the Subsidiary Borrowers. This security interest is subordinate to the security interest in certain assets that were pledged by Jupiter to secure a revolving credit facility. In addition, the proceeds of any substantial asset sales shall be applied to repay amounts owed to Smoore Shenzhen Technology Limited. The 2025 Bridge Notes are also guaranteed by the Company and all subsidiaries of the Company. The equity interests in all subsidiaries of the Company have also been pledged as security for the obligations under the 2025 Bridge Notes.
The 2025 NPA includes affirmative and negative covenants, events of default, representations and warranties that are customary for debt securities of this type. The 2025 Bridge Notes may be accelerated and all remedies may be exercised by the holders in case of an event of default under the 2023 Bridge Notes, which includes events that customarily constitute an event of default for debt securities of this type as well as upon a change of control, the termination of Tim Conder’s employment with the Company for any reason and the failure by the Company to appoint a replacement for Mr. Conder within 90 days that is approved to the Noteholder Representative or any event of default under the Secured Note Purchase Agreement dated as of November 1, 2019, as amended by the First Amendment to Secured Note Purchase Agreement dated as of February 15, 2023, by and among the Subsidiary Borrowers, the Company, Noteholder Representative, Noteholders and AP Noteholders (as defined therein) (as amended, the “2019 NPA”).
In addition, pursuant to the 2025 NPA, the Company agreed to keep the number of directors on the Company’s board of directors (the “Board”) at five, of which two directors will be designated by the Noteholder Representative. The Company has also agreed to permit the Noteholder Representative or its designee to attend all meetings of the Board in a non-voting observer capacity. Such person shall be subject to customary confidentiality obligations.
Mark Scatterday, a former director of the Company and a beneficial owner of greater than five percent of the Company’s securities, through an affiliated entity, Mak One LLLP, holds US$990,000 in principal amount of the 2025 Bridge Notes. Mr. Scatterday, through his direct or indirect ownership of the Company’s common shares and securities convertible into common shares, beneficially owns approximately 21.99% of the Company’s issued and outstanding common shares.
Robert Crompton, a beneficial owner of greater than five percent of the Company’s securities, through an affiliated entity, RHC3, LLLP, holds US$350,000 in principal amount of the 2025 Bridge Notes. Mr. Crompton, through his direct or indirect ownership of the Company’s common shares and securities convertible into common shares, beneficially owns approximately 7.4% of the Company’s issued and outstanding common shares.
Adam Draizin, a former director of the Company, through an affiliated entity, Callisto Collaborations LLC, holds US$80,000 in principal amount of the 2025 Bridge Notes.
The 2025 Bridge Notes were offered and issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Regulation D promulgated under the Act.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the 2025 NPA, the Pledge Agreement, the Security Agreement, the Guaranty, the Canadian Security Agreement, the Trademark Security Agreement, the Canadian Trademark Security Agreement, the Patent Security Agreement, the Canadian Patent Security Agreement, the Subordination and Intercreditor Agreement, the form of 2023 Bridge Notes, and the Consent Letter which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, and 10.10, respectively, and incorporated by reference herein.
