UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Departure of Chief Financial Officer
On May 22, 2023, Dana R. Arvidson departed as Chief Financial Officer of TILT Holdings Inc. (the “Company”).
Appointment of Interim Chief Financial Officer
The Board of Directors (the “Board”) of the Company approved, effective as of May 22, 2023, the appointment of Brad Hoch, the current Chief Accounting Officer, as Interim Chief Financial Officer of the Company. Mr. Hoch will also continue to serve as Chief Accounting Officer.
Mr. Hoch has served as the Chief Accounting Officer of the Company since December 2022. Prior to serving as the Chief Accounting Officer, Mr. Hoch served as Chief Financial Officer of the Company from October 2020 to December 2022 and served as the Interim Chief Financial Officer from June 2020 to October 2020. Mr. Hoch served as the Division Controller of Verra Mobility, a technology company focused on fleet management, from October 2011 to February 2019. Mr. Hoch has over 20 years of experience in senior finance and accounting positions in a number of high growth technology and business solutions enterprises including having served as Director of Finance at TPI Composites Inc. from September 2009 to October 2011 and having held numerous positions at Gateway Inc. from January 1996 to September 2009.
In his role as Interim Chief Financial Officer and Chief Accounting Officer, Mr. Hoch will be compensated in accordance with the Executive Employment Agreement dated November 29, 2022 by and between the Company and Mr. Hoch as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2022.
There are no family relationships between Mr. Hoch and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no arrangements or understandings between Mr. Hoch and any other person pursuant to which Mr. Hoch was selected as an officer of the Company required to be disclosed pursuant to Item 401(b) of Regulation S-K.
Item 8.01 Other Events
On May 22, 2023, the Company issued a press release announcing the departure of Mr. Arvidson as Chief Financial Officer and appointment of Mr. Hoch as Interim Chief Financial 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 |
| Description |
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: May 26, 2023 | By: | /s/ Timothy Conder | |
Name: | Timothy Conder | ||
Its: | Interim Chief Executive Officer | ||
Exhibit 99.1
TILT Holdings Announces Leadership Change, Departure of Chief Financial Officer
Brad Hoch, Chief Accounting Officer, appointed as Interim Chief Financial Officer
PHOENIX—May 22, 2023 TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announced a leadership change where Dana Arvidson, who has served as Chief Financial Officer (“CFO”) since December 2022, has departed the Company effective today.
During this transition period, Brad Hoch, TILT’s former CFO and current Chief Accounting Officer, has been appointed Interim CFO, effective May 22, 2023.
“Dana Arvidson played a key role in refinancing our legacy debt earlier this year. We wish him well,” stated TILT’s Interim Chief Executive Officer, Tim Conder. “We are fortunate to have our former CFO, Brad Hoch, who we expect can seamlessly fill this role on an interim basis.”
Conder added, “It is imperative that we optimize our business for capital preservation and cash generation. To begin this process in earnest, we are reducing our corporate overhead by decreasing headcount, including additional members of the senior leadership team, and rationalizing expenses.”
Conder concluded, “While this process is never easy, these actions are necessary as we work to realign our Company to create an agile team focused on profitability and operational excellence 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, Mexico, 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, expectations relating to the impact of the leadership change on TILT’s operations, TILT’s search for a permanent successor for the CFO role, TILT’s beliefs about working through the leadership transition, TILT’s expectations about business optimization, capital preservation and cash generation, TILT’s expectations on reductions in corporate overhead and headcount and re-alignment of its business, TILT’s business strategy and growth opportunities, 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”, “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 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 information. Such risk factors include, but are not limited to, TILT’s ability to find a permanent successor CFO, the impact of the announcement of the leadership change on TILT’s stock, performance, operations, results of operations, employees, suppliers and customers, TILT’s ability to successfully work through the leadership transition, TILT’s ability to execute on its business optimization strategy, capital preservation and cash generation, and reductions in corporate overhead and headcount and re-alignment of its business and those risks described under the heading “Item 1A Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and “Item 1A Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and other subsequent reports filed by TILT with the United States Securities and Exchange Commission at www.sec.gov and on SEDAR at www.sedar.com.
Company Contact:
Lynn Ricci, VP of Investor Relations & Corporate Communications
TILT Holdings Inc.
lricci@tiltholdings.com
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
TILT@elevate-ir.com
720.330.2829
Media Contact:
Leland Radovanovic
Trailblaze
TILT@trailblaze.co
Document and Entity Information |
May 22, 2023 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 22, 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 |