3
dependency on regulatory approvals and licenses to conduct its business; risks related to the potential for changes in laws, regulations and guidelines which could adversely affect the Company’s future business; risks related to a failure on the part of the Company to comply with applicable regulations; risks related to the legal, regulatory and scientific status of cannabis; risks related to the Company’s ability to find suitable candidates and capital necessary to complete strategic alliances or partnerships; risks related to the Company’s ability to successfully identify and execute future acquisitions or dispositions; risks related to indebtedness and the Company’s ability to extend, refinance or repay such indebtedness; risks related to the Company’s ability to develop its products; risks related to the Company’s ability to achieve successful cultivation; risks related to adverse environmental conditions, accidents and labor disputes; risks related to the Company’s ability to turn a profit or generate immediate revenues; risks related to limitations on the permissible ownership of licenses; risks related to constraints on marketing the Company’s products under varying state laws; risks related to the potential results of future clinical research; risks related to the Company’s ability to effectively manage its growth and operations; risks related to the regulation of medical cannabis by the U.S. Food and Drug Administration (“FDA”); risks related to the differing local rules and regulations and the impact this may have on the Company’s ability to expand into new markets; risks related to the protection and enforcement of intellectual property rights and allegations that the Company is in violation of intellectual property rights of third parties; risks relating to access to banking; risks relating to disclosure of personal information to government or regulatory entities; risks related to potential requirement to disclose personal identifying information to government or regulatory entities; risk that the Company may be forced to litigate or defend its intellectual property rights, or to defend against claims by third parties against the Company relating to intellectual property rights; risks related to data privacy laws, rules and regulations; risks relating to fraudulent activity by employees, contractors and consultants, risks regarding the enforceability of contracts; risk of litigation generally; risks relating to increasing competition in the industry; risks relating to the Company’s ability to secure adequate or reliable sources of funding; risks relating to product recalls; risks relating to reliance on technology systems that may be subject to cyber-attacks or security breaches; risks that the Company’s officers and directors may be engaged in a range of business activities resulting in conflicts of interest; risks that the Company’s officers, directors and other parties may exert significant influence on the Company; risks relating to the Company’s inability to successfully implement adequate internal controls over financial reporting; risks relating to restrictions on entry to the U.S. for the Company’s Canadian individuals; risks relating to consumer perception; risks relating to the potential that bond requirements and insurance premiums may be economically prohibitive; risks relating to global economic and political instability and conflicts, such as the conflict between Russia and Ukraine; the risk that the Company’s web presence’s visibility is not limited by geography; risks relating to volatility in the market price of the Company’s securities; risks related to price volatility of publicly traded securities; risks related to dilution of the Company’s securities; risks related to the Company’s securities being currently quoted on the OTCQX; and other factors beyond our control, as more particularly described under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and the Form 10-K for the fiscal year ended December 31, 2022 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Form 10-K”) and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.​Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although we have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein are presented for the purposes of assisting readers in understanding our expected financial and operating performance and our plans and objectives and may not be appropriate for other purposes.​The forward-looking information and statements contained in this Quarterly Report on Form 10-Q represent our views and expectations as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update such forward-looking information and statements at a future time, we have no current intention of doing so except to the extent required by applicable law.​​4
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | June 30, 2023 | December 31, 2022 |
| ​ | ​ | (unaudited) | ​ | (audited) |
| ASSETS | ​ | ​ | ​ | ​ | ​ | ​ |
| Current assets | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash and cash equivalents | ​ | $ | 2,815 | ​ | $ | 2,202 |
| Restricted cash | ​ | ​ | 1,298 | ​ | ​ | 1,298 |
| Trade receivables, net | ​ | ​ | 26,086 | ​ | ​ | 26,698 |
| Inventories | ​ | ​ | 36,826 | ​ | ​ | 52,909 |
| Loans receivable, current portion | ​ | ​ | — | ​ | ​ | 516 |
| Prepaid expenses and other current assets | ​ | ​ | 1,698 | ​ | ​ | 1,979 |
| Assets held for sale | ​ | ​ | — | ​ | ​ | 325 |
| Total current assets | ​ | ​ | 68,723 | ​ | ​ | 85,927 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Non-current assets | ​ | ​ | ​ | ​ | ​ | ​ |
| Property, plant and equipment, net | ​ | ​ | 54,319 | ​ | ​ | 67,937 |
| Right-of-use assets – finance, net | ​ | ​ | 2,631 | ​ | ​ | 4,351 |
| Right-of-use assets – operating, net | ​ | ​ | 12,518 | ​ | ​ | 740 |
| Investments | ​ | ​ | 2 | ​ | ​ | 6,402 |
| Intangible assets, net | ​ | ​ | 95,457 | ​ | ​ | 102,714 |
| Loans receivable, net of current portion | ​ | ​ | 1,355 | ​ | ​ | 3,703 |
| Deferred tax asset | ​ | ​ | 1,008 | ​ | ​ | — |
| Goodwill | ​ | ​ | 20,751 | ​ | ​ | 20,751 |
| Other assets | ​ | ​ | 1,454 | ​ | ​ | 1,453 |
| TOTAL ASSETS | ​ | $ | 258,218 | ​ | $ | 293,978 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | ​ | ​ | ​ | ​ | ​ |
| Current liabilities | ​ | ​ | ​ | ​ | ​ | ​ |
| Accounts payable and accrued liabilities | ​ | $ | 43,147 | ​ | $ | 58,170 |
| Income taxes payable | ​ | ​ | 1,826 | ​ | ​ | 979 |
| Deferred revenue | ​ | ​ | 5,404 | ​ | ​ | 5,760 |
| Finance lease liability, current portion | ​ | ​ | 1,136 | ​ | ​ | 1,075 |
| Operating lease liability, current portion | ​ | ​ | 81 | ​ | ​ | 135 |
| Notes payable, current portion | ​ | ​ | 11,532 | ​ | ​ | 59,378 |
| Total current liabilities | ​ | ​ | 63,126 | ​ | ​ | 125,497 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Non-current liabilities | ​ | ​ | ​ | ​ | ​ | ​ |
| Finance lease liability, net of current portion | ​ | ​ | 3,663 | ​ | ​ | 4,245 |
| Operating lease liability, net of current portion | ​ | ​ | 12,776 | ​ | ​ | 701 |
| Notes payable, net of discount, net of current portion | ​ | ​ | 45,504 | ​ | ​ | 350 |
| Massachusetts lease liability | ​ | ​ | 40,386 | ​ | ​ | 40,022 |
| Deferred tax liability | ​ | ​ | — | ​ | ​ | 1,373 |
| Other liabilities | ​ | ​ | 1,413 | ​ | ​ | 273 |
| TOTAL LIABILITIES | ​ | ​ | 166,868 | ​ | ​ | 172,461 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Shareholders’ equity | ​ | ​ | ​ | ​ | ​ | ​ |
| Common shares, without par value, unlimited shares authorized, 378,528,861 and 377,515,391 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ​ | ​ | 856,044 | ​ | ​ | 858,143 |
| Additional paid-in capital | ​ | ​ | 225,228 | ​ | ​ | 225,127 |
| Warrants | ​ | ​ | 5,835 | ​ | ​ | 796 |
| Accumulated other comprehensive income | ​ | ​ | 983 | ​ | ​ | 988 |
| Accumulated deficit | ​ | ​ | ( 995,473 ) | ​ | ​ | ( 963,703 ) |
| TOTAL SHAREHOLDERS’ EQUITY | ​ | ​ | 92,617 | ​ | ​ | 121,351 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Non-controlling interest | ​ | ​ | ( 1,267 ) | ​ | ​ | 166 |
| TOTAL EQUITY | ​ | ​ | 91,350 | ​ | ​ | 121,517 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | $ | 258,218 | ​ | $ | 293,978 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30, |
| ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022 |
| Revenues, net | $ | 41,599 | ​ | $ | 47,055 | ​ | $ | 83,863 | ​ | $ | 89,407 |
| Cost of goods sold | ​ | ( 37,559 ) | ​ | ​ | ( 36,110 ) | ​ | ​ | ( 71,027 ) | ​ | ​ | ( 69,109 ) |
| Gross profit | ​ | 4,040 | ​ | ​ | 10,945 | ​ | ​ | 12,836 | ​ | ​ | 20,298 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Wages and benefits | ​ | 5,871 | ​ | ​ | 6,335 | ​ | ​ | 11,655 | ​ | ​ | 11,503 |
| General and administrative | ​ | 4,529 | ​ | ​ | 5,585 | ​ | ​ | 10,149 | ​ | ​ | 10,364 |
| Sales and marketing | ​ | 290 | ​ | ​ | 586 | ​ | ​ | 694 | ​ | ​ | 993 |
| Share-based compensation expense (benefit) | ​ | ( 2,358 ) | ​ | ​ | 786 | ​ | ​ | ( 2,065 ) | ​ | ​ | 2,012 |
| Depreciation and amortization | ​ | 4,712 | ​ | ​ | 4,560 | ​ | ​ | 8,841 | ​ | ​ | 9,118 |
| Impairment loss and loss on disposal of assets | ​ | 4,947 | ​ | ​ | 6,669 | ​ | ​ | 5,135 | ​ | ​ | 7,366 |
| Total operating expenses | ​ | 17,991 | ​ | ​ | 24,521 | ​ | ​ | 34,409 | ​ | ​ | 41,356 |
| Operating loss | ​ | ( 13,951 ) | ​ | ​ | ( 13,576 ) | ​ | ​ | ( 21,573 ) | ​ | ​ | ( 21,058 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Other income (expense): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Interest income | ​ | ( 64 ) | ​ | ​ | 56 | ​ | ​ | — | ​ | ​ | 74 |
| Other income | ​ | 3 | ​ | ​ | 4 | ​ | ​ | 100 | ​ | ​ | 7 |
| Change in fair value of warrant liability | ​ | — | ​ | ​ | 3,913 | ​ | ​ | — | ​ | ​ | 1,750 |
| Gain on sale of assets | ​ | — | ​ | ​ | — | ​ | ​ | 8,401 | ​ | ​ | 1 |
| Unrealized loss on investment | ​ | ( 6,400 ) | ​ | ​ | ( 49 ) | ​ | ​ | ( 6,400 ) | ​ | ​ | ( 94 ) |
| Loan receivable losses | ​ | ( 5,200 ) | ​ | ​ | ( 504 ) | ​ | ​ | ( 5,588 ) | ​ | ​ | ( 1,021 ) |
| Loss on foreign currency exchange | ​ | ( 1 ) | ​ | ​ | — | ​ | ​ | ( 1 ) | ​ | ​ | — |
| Interest expense | ​ | ( 5,466 ) | ​ | ​ | ( 3,796 ) | ​ | ​ | ( 9,558 ) | ​ | ​ | ( 6,577 ) |
| Total other expense | ​ | ( 17,128 ) | ​ | ​ | ( 376 ) | ​ | ​ | ( 13,046 ) | ​ | ​ | ( 5,860 ) |
| Loss from operations before income tax and non-controlling interest | ​ | ( 31,079 ) | ​ | ​ | ( 13,952 ) | ​ | ​ | ( 34,619 ) | ​ | ​ | ( 26,918 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Income tax benefit | ​ | 2,742 | ​ | ​ | 6,898 | ​ | ​ | 1,416 | ​ | ​ | 8,230 |
| Net loss before non-controlling interest | ​ | ( 28,337 ) | ​ | ​ | ( 7,054 ) | ​ | ​ | ( 33,203 ) | ​ | ​ | ( 18,688 ) |
| Less: Net income attributable to non-controlling interest | ​ | 1,442 | ​ | ​ | 3 | ​ | ​ | 1,433 | ​ | ​ | 8 |
| Net loss attributable to TILT Holdings Inc. | $ | ( 26,895 ) | ​ | $ | ( 7,051 ) | ​ | $ | ( 31,770 ) | ​ | $ | ( 18,680 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Other comprehensive loss | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Net loss before non-controlling interest | $ | ( 28,337 ) | ​ | $ | ( 7,054 ) | ​ | $ | ( 33,203 ) | ​ | $ | ( 18,688 ) |
| Foreign currency translation differences | ​ | ( 3 ) | ​ | ​ | ( 3 ) | ​ | ​ | ( 5 ) | ​ | ​ | ( 2 ) |
| Comprehensive loss before non-controlling interest | ​ | ( 28,340 ) | ​ | ​ | ( 7,057 ) | ​ | ​ | ( 33,208 ) | ​ | ​ | ( 18,690 ) |
| Less: Net income attributable to non-controlling interest | ​ | 1,442 | ​ | ​ | 3 | ​ | ​ | 1,433 | ​ | ​ | 8 |
| Comprehensive loss attributable to TILT Holdings Inc. | $ | ( 26,898 ) | ​ | $ | ( 7,054 ) | ​ | $ | ( 31,775 ) | ​ | $ | ( 18,682 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Weighted average number of shares outstanding: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Basic and diluted | ​ | 378,296,093 | ​ | ​ | 375,538,599 | ​ | ​ | 377,998,289 | ​ | ​ | 375,075,478 |
| Net loss per common share attributable to TILT Holdings Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Basic and diluted | $ | ( 0.07 ) | ​ | $ | ( 0.02 ) | ​ | $ | ( 0.08 ) | ​ | $ | ( 0.05 ) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated Other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shareholders' |
| ​ | ​ | Common Shares | ​ | ​ | Additional | ​ | ​ | ​ | ​ | ​ | Comprehensive | ​ | ​ | Accumulated | ​ | ​ | Non-Controlling | ​ | ​ | Equity |
| ​ | ​ | Shares | ​ | ​ | Amount | ​ | ​ | Paid in Capital | ​ | ​ | Warrants | ​ | ​ | Income (Loss) | ​ | ​ | Deficit | ​ | ​ | Interest | ​ | ​ | Total |
| Balance - December 31, 2022 | 377,515,391 | $ | 858,143 | $ | 225,127 | $ | 796 | $ | 988 | $ | ( 963,703 ) | $ | 166 | $ | 121,517 |
| Share-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 31 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 31 |
| Warrants expired | ​ | — | ​ | ​ | — | ​ | ​ | 67 | ​ | ​ | ( 67 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |
| Issuance and vesting of restricted share units | ​ | 370,744 | ​ | ​ | 209 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 209 |
| Shares reserved for contingent consideration | ​ | — | ​ | ​ | 53 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 53 |
| Warrants issued as part of debt modification | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,106 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,106 |
| Comprehensive (loss) income for the period | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 2 ) | ​ | ​ | ( 4,875 ) | ​ | ​ | 9 | ​ | ​ | ( 4,868 ) |
| Balance - March 31, 2023 | ​ | 377,886,135 | ​ | $ | 858,405 | ​ | $ | 225,225 | ​ | $ | 5,835 | ​ | $ | 986 | ​ | $ | ( 968,578 ) | ​ | $ | 175 | ​ | $ | 122,048 |
| Share-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3 |
| Issuance and vesting (forfeiture) of restricted share units | ​ | 642,726 | ​ | ​ | ( 1,074 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 1,074 ) |
| Shares reserved for contingent consideration | ​ | — | ​ | ​ | ( 1,287 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 1,287 ) |
| Comprehensive loss for the period | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 3 ) | ​ | ​ | ( 26,895 ) | ​ | ​ | ( 1,442 ) | ​ | ​ | ( 28,340 ) |
| Balance - June 30, 2023 | ​ | 378,528,861 | ​ | $ | 856,044 | ​ | $ | 225,228 | ​ | $ | 5,835 | ​ | $ | 983 | ​ | $ | ( 995,473 ) | ​ | $ | ( 1,267 ) | ​ | $ | 91,350 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated Other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shareholders’ |
| ​ | ​ | Common Shares | ​ | Additional | ​ | ​ | ​ | ​ | Comprehensive | ​ | Accumulated | ​ | Non-Controlling | ​ | Equity |
| ​ | Shares | Amount | Paid in Capital | Warrants | Income (Loss) | Deficit | Interest | Total |
| Balance - December 31, 2021 | ​ | 374,082,759 | ​ | $ | 854,952 | ​ | $ | 224,835 | ​ | $ | 952 | ​ | $ | 999 | ​ | $ | ( 856,248 ) | ​ | $ | 175 | ​ | $ | 225,665 |
| Share-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 81 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 81 |
| Issuance and vesting of restricted share units | ​ | 1,220,468 | ​ | ​ | 888 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 888 |
| Shares reserved for contingent consideration | ​ | — | ​ | ​ | 257 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 257 |
| Comprehensive income (loss) for the period | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1 | ​ | ​ | ( 11,629 ) | ​ | ​ | ( 5 ) | ​ | ​ | ( 11,633 ) |
| Balance - March 31, 2022 | ​ | 375,303,227 | ​ | $ | 856,097 | ​ | $ | 224,916 | ​ | $ | 952 | ​ | $ | 1,000 | ​ | $ | ( 867,877 ) | ​ | $ | 170 | ​ | $ | 215,258 |
| Share-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 18 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 18 |
| Issuance and vesting of restricted share units | ​ | 473,048 | ​ | ​ | 508 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 508 |
| Shares reserved for contingent consideration | ​ | — | ​ | ​ | 261 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 261 |
| Comprehensive loss for the period | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 3 ) | ​ | ​ | ( 7,051 ) | ​ | ​ | ( 3 ) | ​ | ​ | ( 7,057 ) |
| Balance - June 30, 2022 | ​ | 375,776,275 | ​ | $ | 856,866 | ​ | $ | 224,934 | ​ | $ | 952 | ​ | $ | 997 | ​ | $ | ( 874,928 ) | ​ | $ | 167 | ​ | $ | 208,988 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 |
| Cash flows from operating activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Net loss | ​ | $ | ( 33,203 ) | ​ | $ | ( 18,688 ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Unrealized loss on investments | ​ | ​ | 6,400 | ​ | ​ | 94 |
| (Gain) loss on sale of assets and other | ​ | ​ | ( 8,379 ) | ​ | ​ | 9 |
| Depreciation and amortization | ​ | ​ | 11,490 | ​ | ​ | 11,813 |
| Amortization of operating lease right of use assets | ​ | ​ | 1,185 | ​ | ​ | 483 |
| Change in allowance for doubtful accounts | ​ | ​ | 369 | ​ | ​ | ( 119 ) |
| Non-cash interest income | ​ | ​ | — | ​ | ​ | ( 15 ) |
| Deferred tax | ​ | ​ | ( 2,381 ) | ​ | ​ | ( 9,487 ) |
| Share-based compensation expense (benefit) | ​ | ​ | ( 2,065 ) | ​ | ​ | 2,012 |
| Accretion of debt discount | ​ | ​ | 404 | ​ | ​ | 1,580 |
| Change in fair value of warrant liability | ​ | ​ | — | ​ | ​ | ( 1,750 ) |
| Loan receivable losses | ​ | ​ | 5,588 | ​ | ​ | 1,021 |
| Impairment loss and loss on disposal of assets | ​ | ​ | 5,135 | ​ | ​ | 7,366 |
| Inventory adjustments | ​ | ​ | 5,103 | ​ | ​ | 516 |
| Non-cash interest expense | ​ | ​ | 6,289 | ​ | ​ | 2,195 |
| Net change in working capital items: | ​ | ​ | ​ | ​ | ​ | ​ |
| Trade receivables, net | ​ | ​ | 243 | ​ | ​ | 2,505 |
| Inventories | ​ | ​ | 10,980 | ​ | ​ | 4,837 |
| Prepaid expenses and other current assets | ​ | ​ | 280 | ​ | ​ | ( 693 ) |
| Accounts payable and accrued liabilities | ​ | ​ | ( 7,489 ) | ​ | ​ | 452 |
| Income tax payable | ​ | ​ | 847 | ​ | ​ | 1,052 |
| Deferred revenue | ​ | ​ | ( 356 ) | ​ | ​ | ( 1,420 ) |
| Net cash provided by operating activities | ​ | ​ | 440 | ​ | ​ | 3,763 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash flows from investing activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Purchases of property, plant, and equipment | ​ | ​ | ( 326 ) | ​ | ​ | ( 13,979 ) |
| Proceeds from sale of property, plant and equipment | ​ | ​ | 15,000 | ​ | ​ | 3 |
| Repayment of loan receivable, net of advances | ​ | ​ | ( 2,792 ) | ​ | ​ | ( 826 ) |
| Net cash provided by (used in) investing activities | ​ | ​ | 11,882 | ​ | ​ | ( 14,802 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash flows from financing activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Payments on lease liability | ​ | ​ | ( 3,862 ) | ​ | ​ | ( 1,190 ) |
| Repayments on notes payable and Massachusetts Lease Liability | ​ | ​ | ( 10,324 ) | ​ | ​ | ( 319 ) |
| Repayments on Revolving Facility | ​ | ​ | ( 59,572 ) | ​ | ​ | ( 67,304 ) |
| Debt issuance costs | ​ | ​ | ( 1,213 ) | ​ | ​ | — |
| Proceeds from Revolving Facility | ​ | ​ | 59,267 | ​ | ​ | 67,583 |
| Proceeds from notes payable and Massachusetts Lease Liability | ​ | ​ | 4,000 | ​ | ​ | 40,000 |
| Net cash (used in) provided by financing activities | ​ | ​ | ( 11,704 ) | ​ | ​ | 38,770 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Effect of foreign exchange on cash and cash equivalents | ​ | ​ | ( 5 ) | ​ | ​ | ( 2 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Net change in cash and cash equivalents and restricted cash | ​ | ​ | 613 | ​ | ​ | 27,729 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash and cash equivalents and restricted cash, beginning of year | ​ | ​ | 3,500 | ​ | ​ | 6,952 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash and cash equivalents and restricted cash, end of year | ​ | $ | 4,113 | ​ | $ | 34,681 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Supplemental disclosures of non-cash investing and financing activities: | ​ | ​ | ​ | ​ | ​ | ​ |
| Increases to right of use assets related to Pennsylvania Transaction | ​ | $ | 11,974 | ​ | $ | — |
| Increase to operating lease liability related to Pennsylvania Transaction | ​ | $ | 11,880 | ​ | $ | — |
| Reclassification from accounts payable and accrued liabilities to notes payable related to 2023 New Notes (see Note 11) | ​ | $ | 8,260 | ​ | $ | — |
| Warrants issued related to 2023 Notes (equity classified) | ​ | $ | 5,106 | ​ | $ | — |
| Noteholder representative fee related to 2023 Refinanced Notes | ​ | $ | 1,620 | ​ | $ | — |
| Non-cash debt issuance cost | ​ | $ | 500 | ​ | $ | — |
| Decreases to right of use assets related to Taunton Facility transactions | ​ | $ | — | ​ | $ | 3,940 |
| Decreases to operating lease liability related to Taunton Facility transactions | ​ | $ | — | ​ | $ | 4,454 |
| Decreases to property, plant, and equipment related to Taunton Facility transactions | ​ | $ | — | ​ | $ | 514 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Supplemental disclosure of cash flow information: | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash paid for interest | ​ | $ | 2,814 | ​ | $ | 2,075 |
| Cash paid for income taxes | ​ | $ | — | ​ | $ | 61 |

1. Nature and Continuance of OperationsTILT Holdings Inc. (“TILT” or the “Company”) is a business solutions provider to the global cannabis industry offering a diverse range of value-added products and services to industry participants. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers in regulated markets across 39 states in the United States (“U.S.”), as well as Canada, Israel, Mexico, South America, and the European Union.TILT was incorporated under the laws of Nevada pursuant to NRS Chapter 78 on June 22, 2018. The Company was continued under the Business Corporations Act (British Columbia) pursuant to a Certificate of Continuance dated November 14, 2018. The Company is a reporting issuer in Canada in the Provinces of British Columbia, Alberta, and Ontario and its common shares are listed for trading on the Cboe Canada formerly known as the NEO Exchange under the symbol “TILT.” In addition, the common shares are quoted on the OTCQX in the U.S. under the symbol “TLLTF.” The Company’s head office is in Phoenix, Arizona and its registered office is located at 745 Thurlow Street, #2400 Vancouver, BC V6C 0C5 Canada.Going ConcernThe Company has experienced operating losses since its inception and may continue to incur losses in the development of its business. The Company incurred a comprehensive loss of $ 31,775 during the six months ended June 30, 2023 and has an accumulated deficit of $ 995,473 as of June 30, 2023. Additionally, as of June 30, 2023, the Company had positive working capital of $ 5,597 (compared to negative working capital of $ 39,570 as of December 31, 2022). ​During the six months ended June 30, 2023, the Company (i) completed the Pennsylvania Transaction (as defined below), (ii) refinanced the 2019 Junior Notes (as defined below), (iii) extended the maturity date of and increased the amount available under the Revolving Facility (as defined below) and (iv) obtained additional funds through the 2023 Bridge Notes (as defined below).​On February 15, 2023, the Company completed its previously announced sale-leaseback transaction with Innovative Industrial Properties, Inc. (“IIP”) pertaining to its White Haven, Pennsylvania facility (“White Haven Facility”) for $ 15,000 with net proceeds used towards repayment of debt and working capital (the “Pennsylvania Transaction”).On February 15, 2023, the Company entered into the NPA Amendment (as defined below) relating to the refinancing of the 2019 Junior Notes (as defined below) and issued the 2023 Refinanced Notes (as defined below) and the 2023 New Notes (as defined below). See Note 11 — Notes Payable for defined terms and more information. On February 15, 2023, the Company repaid the remaining balance of the senior secured promissory notes issued on November 1, 2019 (the “2019 Senior Notes”), retiring the remainder of its 2019 senior debt facility previously extended to February 28, 2023, with no further obligations.On March 13, 2023, the Company, through its subsidiary Jupiter Research LLC (“Jupiter”), entered into an amendment to its existing $ 10,000 asset-based revolving credit facility (the “Revolving Facility”) to increase the amount available under the Revolving Facility to $ 12,500 and extend the maturity date to July 21, 2024. Additionally, borrowings under the Revolving Facility will bear interest at the prime rate plus 3 %, and is secured by Jupiter’s inventory, accounts receivable and related property. The amendment also includes a guaranty by the Company in the amount of $ 6,000 .​On May 15, 2023, the Company and its subsidiaries issued senior secured promissory notes in the aggregate principal amount of $ 4,500 (the “2023 Bridge Notes”). The 2023 Bridge Notes provided gross cash proceeds of $ 4,000 with an original issue discount of $ 500 and require monthly payments of $ 750 starting July 1, 2023. The 2023 Bridge Notes bear interest at the greater of 16 % or the prime rate plus 8.5 %, payable monthly, with a maturity date of December 1, 2023.​For further details regarding these transactions, see Note 5 — Property, Plant and Equipment and Assets Held for Sale, Note 11 — Notes Payable and Note 13 — Leases.​ All dollar amounts expressed in thousands, except per share amounts9
The Company’s operating plans for the next 12 months include (i) increasing revenue growth from the sale of existing products and the introduction of new products across all operating segments; (ii) reducing production and operational costs as a result of efficiencies in cannabis operations; (iii) reducing supply chain costs; (iv) reducing and delaying overhead and other certain expenditures; and (v) obtaining other financings as necessary. ​The Company believes that these actions will help to mitigate any substantial doubt raised by our historical operating results and satisfy our estimated liquidity needs for the 12 months following the issuance of these condensed consolidated financial statements. However, during the second quarter of 2023, a primary supplier significantly changed the payment terms of the Company’s trade payable. This was an unexpected event impacting short-term liquidity, therefore, the Company secured additional financing through the 2023 Bridge Notes to satisfy the transition of the new payment terms and provide working capital for the business. However, the issuance of the 2023 Bridge Notes caused the Company to have to obtain a waiver of the financial covenant defaults expected to occur for the 2023 Refinanced Notes (defined below) and 2023 New Notes (defined below). As a result of the waiver, the Company had to pay default interest rates on its 2023 Refinanced Notes and 2023 New Notes, which resulted in an increase from 16.5 % as of March 31, 2023 to 24.75 % as of June 30, 2023. See Note 11 — Notes Payable for additional information.​As a result of this and other factors, the Company cannot predict with certainty the outcome of its actions to generate liquidity as discussed above, including the availability of additional financing as necessary, or whether such actions would generate the expected liquidity as currently planned. Therefore, management has concluded there is substantial doubt about the Company’s ability to continue as a going concern within 12 months after the date of this filing. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. See Part II, Item 1A, Risk Factors for further details.​COVID-19 Pandemic and Global ConflictsIn March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a global pandemic. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations in response to the COVID-19 pandemic.The impact of the COVID-19 pandemic and geopolitical conflicts, including the recent war in Ukraine, created much uncertainty in the global marketplace. There are many uncertainties regarding these events, and the Company is closely monitoring the ongoing impact on all aspects of its business, including how it will impact its services, customers, employees, vendors, and business partners now and in the future. While the COVID-19 pandemic and recent geopolitical conflicts did not materially adversely affect the Company’s financial results and business operations in the six months ended June 30, 2023, the Company is unable to predict the impact that these events will have on its future financial position and operating results due to numerous uncertainties. 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of PresentationThe accompanying condensed consolidated unaudited interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and (ii) the instructions to Form 10-Q and (iii) Article 10 of Regulation S-X. In the opinion of our management, our condensed consolidated unaudited financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2023 and with the relevant Canadian securities regulatory authorities under our profile on SEDAR. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the six months ended June 30, 2023. Certain information, footnotes and disclosures normally included All dollar amounts expressed in thousands, except per share amounts10
in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations.The financial data included in the Financial Statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of stockholder’s equity, and cash flows of the Company for the six months ended June 30, 2023 and 2022. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2023. Principles of ConsolidationThe Financial Statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation. ReclassificationsCertain amounts in the Company's prior period consolidated financial statements have been reclassified to conform to the current period presentation. During the six months ended June 30, 2023, the Company reclassified $ 4,741 of the Massachusetts Lease Liability (as defined in Note 11 — Massachusetts Lease Liability) previously included in current liabilities on the consolidated balance sheet as of December 31, 2022 into the Massachusetts lease liability in noncurrent liabilities. See Note 11 — Massachusetts Lease Liability for additional information. During the six months ended June 30, 2023, the Company reclassified $ 516 of inventory valuation adjustments previously included in inventories under net change in working capital adjustments on the condensed consolidated statement of cash flows as of June 30, 2022 into inventory adjustments. See Note 4 — Inventories for additional information. Use of EstimatesThe preparation of these Financial Statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. Restricted CashThe Company had $ 1,298 in restricted cash as of both June 30, 2023 and December 31, 2022. Included in restricted cash was a certificate of deposit related to Jupiter customs bonds totaling $ 1,252 as of both June 30, 2023 and December 31, 2022. Estimated Useful Lives and Depreciation of Property, Plant and Equipment ​Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. ​ All dollar amounts expressed in thousands, except per share amounts11
| ​ | ​ |
| Machinery and equipment | 2  –  7 years |
| Furniture and fixtures | 3  –  10 years |
| Autos and trucks | 5 years |
| Buildings and land improvements | 5  –  39 years |
| Leasehold improvements | Lesser of useful life of lease term |
| Greenhouse - agricultural structure | 5  –  15 years |
| Land | Not depreciated |

| ● | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| ● | Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
| ● | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | As of June 30, 2023 |
| ​ | ​ | Fair value hierarchy |
| Fair value of assets | Level 1 | Level 2 | Level 3 |
| Cash and cash equivalents | ​ | $ | 2,815 | ​ | $ | — | ​ | $ | — |
| Restricted cash | ​ | ​ | 1,298 | ​ | ​ | — | ​ | ​ | — |
| Investments | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | — |
| Total | ​ | $ | 4,115 | ​ | $ | — | ​ | $ | — |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | As of December 31, 2022 |
| ​ | ​ | Fair value hierarchy |
| Fair value of assets | Level 1 | Level 2 | Level 3 |
| Cash and cash equivalents | ​ | $ | 2,202 | ​ | $ | — | ​ | $ | — |
| Restricted cash | ​ | ​ | 1,298 | ​ | ​ | — | ​ | ​ | — |
| Investments | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | — |
| Total | ​ | $ | 3,502 | ​ | $ | — | ​ | $ | — |

| ​ | ​ | ​ | ​ |
| Balance, January 1, 2022 | ​ | $ | 70,545 |
| Jupiter impairment | ​ | ​ | ( 6,668 ) |
| Balance, June 30, 2022 | ​ | $ | 63,877 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | June 30, | ​ | December 31, |
| ​ | 2023 | 2022 |
| Raw Material - cannabis plants | ​ | $ | 3,283 | ​ | $ | 3,383 |
| Raw Material - other materials | ​ | ​ | 619 | ​ | ​ | 763 |
| Work in progress | ​ | ​ | 11,460 | ​ | ​ | 11,268 |
| Finished goods | ​ | ​ | 18,662 | ​ | ​ | 34,779 |
| Supplies and accessories | ​ | ​ | 2,802 | ​ | ​ | 2,716 |
| Total Inventories | ​ | $ | 36,826 | ​ | $ | 52,909 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | June 30, 2023 | December 31, 2022 |
| Land | ​ | $ | 6,266 | ​ | $ | 6,434 |
| Land improvements | ​ | ​ | — | ​ | ​ | 461 |
| Machinery & equipment | ​ | ​ | 13,491 | ​ | ​ | 13,692 |
| Furniture & fixtures | ​ | ​ | 784 | ​ | ​ | 790 |
| Buildings | ​ | ​ | 45,107 | ​ | ​ | 51,987 |
| Greenhouse - agricultural structure | ​ | ​ | 6,769 | ​ | ​ | 8,196 |
| Leasehold improvements | ​ | ​ | 10,344 | ​ | ​ | 9,955 |
| Construction in progress | ​ | ​ | 212 | ​ | ​ | 610 |
| Autos & trucks | ​ | ​ | 235 | ​ | ​ | 256 |
| Total cost | ​ | ​ | 83,208 | ​ | ​ | 92,381 |
| Less: accumulated depreciation | ​ | ​ | ( 28,889 ) | ​ | ​ | ( 24,444 ) |
| Total property, plant and equipment | ​ | $ | 54,319 | ​ | $ | 67,937 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Investment | June 30, 2023 | December 31, 2022 |
| HERBL, Inc. | ​ | $ | — | ​ | $ | 6,400 |
| Akerna | ​ | ​ | 2 | ​ | ​ | 2 |
| Total Investments | ​ | $ | 2 | ​ | $ | 6,402 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Intangible assets | June 30, 2023 | December 31, 2022 |
| Customer relationships | ​ | $ | 85,300 | ​ | $ | 85,300 |
| Trademarks | ​ | ​ | 29,000 | ​ | ​ | 29,000 |
| License rights(1) | ​ | ​ | 6,540 | ​ | ​ | 6,540 |
| Management agreements | ​ | ​ | 926 | ​ | ​ | 926 |
| Patents & technologies | ​ | ​ | 32,900 | ​ | ​ | 32,900 |
| Backlog and non-competition agreements | ​ | ​ | 10,406 | ​ | ​ | 10,406 |
| Total intangible assets, at cost | ​ | ​ | 165,072 | ​ | ​ | 165,072 |
| Less: Accumulated amortization | ​ | ​ | ( 69,615 ) | ​ | ​ | ( 62,358 ) |
| Total intangible assets, net | ​ | $ | 95,457 | ​ | $ | 102,714 |
| ​ | ​ | ​ | ​ |
| ​ | ​ | Estimated |
| Years ended December 31, | ​ | amortization |
| Remainder of 2023 | ​ | $ | 6,477 |
| 2024 | ​ | ​ | 12,953 |
| 2025 | ​ | ​ | 12,953 |
| 2026 | ​ | ​ | 12,796 |
| 2027 | ​ | ​ | 12,796 |
| Thereafter | ​ | ​ | 31,103 |
| ​ | ​ | $ | 89,078 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | Standard | ​ | Standard | ​ | ​ | ​ |
| ​ | ​ | Jupiter | ​ | Farms PA | ​ | Farms OH | ​ | Total |
| Balance, December 31, 2021 | ​ | $ | 63,346 | ​ | $ | 5,819 | ​ | $ | 1,380 | ​ | $ | 70,545 |
| Impairment | ​ | ​ | ( 6,668 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 6,668 ) |
| Balance, June 30, 2022 | ​ | $ | 56,678 | ​ | $ | 5,819 | ​ | $ | 1,380 | ​ | $ | 63,877 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Balance, December 31, 2022 | ​ | $ | 17,721 | ​ | $ | 3,030 | ​ | $ | — | ​ | $ | 20,751 |
| Impairment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |
| Balance, June 30, 2023 | ​ | $ | 17,721 | ​ | $ | 3,030 | ​ | $ | — | ​ | $ | 20,751 |
| ​ | ​ | ​ | ​ |
| ​ | ​ | Jupiter |
| Terminal value growth rate | ​ | ​ | 3.0 % |
| Discount rate | ​ | ​ | 22.5 % |
| Projected revenue growth rate* | ​ | ​ | 9.9 % |
| Fair value | ​ | $ | 166,957 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Loans receivable | June 30, 2023 | December 31, 2022 |
| Teneo Fund SPVi LLC Note | ​ | $ | 5,911 | ​ | $ | 5,911 |
| Pharma EU, LLC Note | ​ | ​ | 1,410 | ​ | ​ | 1,410 |
| A&R Note | ​ | ​ | 710 | ​ | ​ | 710 |
| SSZ and Elev8 Note | ​ | ​ | 1,002 | ​ | ​ | 1,002 |
| Pure Hana Synergy Note | ​ | ​ | 224 | ​ | ​ | 224 |
| Little Beach Harvest Note | ​ | ​ | 5,121 | ​ | ​ | 2,199 |
| Total loans receivable | ​ | $ | 14,378 | ​ | $ | 11,456 |
| Less allowance for expected credit losses | ​ | ​ | ( 13,023 ) | ​ | ​ | ( 7,237 ) |
| Loans receivable, net of expected credit losses | ​ | ​ | 1,355 | ​ | ​ | 4,219 |
| Less current portion of loan receivable | ​ | ​ | — | ​ | ​ | ( 516 ) |
| Loans receivable, long-term | ​ | $ | 1,355 | ​ | $ | 3,703 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | As of June 30, 2023 |
| Nature of collateral | Gross amounts | Loan losses | Net |
| Security interest in assets of counterparty | ​ | $ | 12,744 | ​ | $ | ( 11,389 ) | ​ | $ | 1,355 |
| Third party guarantee | ​ | ​ | 1,410 | ​ | ​ | ( 1,410 ) | ​ | ​ | — |
| No collateral | ​ | ​ | 224 | ​ | ​ | ( 224 ) | ​ | ​ | — |
| Net loans receivable | ​ | $ | 14,378 | ​ | $ | ( 13,023 ) | ​ | $ | 1,355 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | As of December 31, 2022 |
| Nature of collateral | Gross amounts | Loan losses | Net |
| Security interest in assets of counterparty | ​ | $ | 9,822 | ​ | $ | ( 5,915 ) | ​ | $ | 3,907 |
| Third party guarantee | ​ | ​ | 1,410 | ​ | ​ | ( 1,098 ) | ​ | ​ | 312 |
| No collateral | ​ | ​ | 224 | ​ | ​ | ( 224 ) | ​ | ​ | — |
| Net loans receivable | ​ | $ | 11,456 | ​ | $ | ( 7,237 ) | ​ | $ | 4,219 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Accounts payable and accrued liabilities | June 30, 2023 | December 31, 2022 |
| Accounts payable | ​ | $ | 40,144 | ​ | $ | 49,261 |
| Accrued interest expense | ​ | ​ | — | ​ | ​ | 2,983 |
| Accrued payroll | ​ | ​ | 1,634 | ​ | ​ | 1,626 |
| Due to Jupiter Sellers | ​ | ​ | — | ​ | ​ | 2,800 |
| Other current payables/liabilities(1) | ​ | ​ | 1,369 | ​ | ​ | 1,500 |
| Total accounts payable and accrued liabilities | ​ | $ | 43,147 | ​ | $ | 58,170 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Notes Payable | June 30, 2023 | December 31, 2022 |
| Revolving Facility – Interest rate of 11.25 % as of June 30, 2023, due on July 21, 2024 (1) | ​ | $ | 10,575 | ​ | $ | 10,722 |
| 2019 Senior Notes – Interest rate of 16.0 % per annum, due on February 28, 2023 | ​ | ​ | — | ​ | ​ | 2,159 |
| 2019 Junior Notes – Interest rate of 8.0 % per annum, due on April 1, 2023 | ​ | ​ | — | ​ | ​ | 46,497 |
| 2023 Refinanced Notes – Interest rate of 24.75 % per annum as of June 30, 2023, due on February 15, 2026 (3) | ​ | ​ | 40,420 | ​ | ​ | — |
| 2023 New Notes – Interest rate of 24.75 % per annum as of June 30, 2023, due on February 15, 2027 (3) | ​ | ​ | 8,963 | ​ | ​ | — |
| 2023 Bridge Note – Interest rate of 16.75 % per annum as of June 30, 2023, due on December 1, 2023 | ​ | ​ | 4,563 | ​ | ​ | — |
| Other loans and borrowings | ​ | ​ | 350 | ​ | ​ | 350 |
| Total debt | ​ | ​ | 64,871 | ​ | ​ | 59,728 |
| Less: Debt discount and debt issuance costs | ​ | ​ | ( 7,835 ) | (2) | ​ | — |
| Less: Current portion of notes payable | ​ | ​ | ( 11,532 ) | ​ | ​ | ( 59,378 ) |
| Total debt, net of discount, net of current portion | ​ | $ | 45,504 | ​ | $ | 350 |

On February 15, 2023, the Company repaid the remaining balance of its 2019 Senior Notes, retiring the remainder of its 2019 senior debt facility previously extended to February 28, 2023, with no further obligations. On November 1, 2019, the Company and its subsidiaries, Jimmy Jang, L.P. (“JJ LP”), Baker Technologies, Inc. and subsidiaries (collectively, “Baker”), CAC, and Jupiter entered into the Junior Secured Note Purchase Agreement (the “2019 Junior Notes NPA”) relating to the issuance of junior secured promissory notes (the “2019 Junior Notes”). On February 15, 2023 (the “Effective Date”), the Company and its subsidiaries JJ LP, Baker, CAC, and Jupiter (collectively, the “Subsidiary Borrowers”) entered into a first amendment (the “NPA Amendment”) to the 2019 Junior Notes NPA (as amended by the NPA Amendment, the “2019 NPA”) with Jordan Geotas, as the noteholder representative (the “Noteholder Representative”) on behalf of the noteholders under the 2019 Junior Notes NPA (the “Holders”) and refinanced $ 38,000 in aggregate principal amount of secured promissory notes issued originally under the 2019 Junior Notes NPA (the “2023 Refinanced Notes”). As part of this refinancing, the Company repaid $ 9,088 in interest on the 2019 Junior Notes. This refinancing was accounted for as a debt modification, and neither the Company nor the Subsidiary Borrowers received any new proceeds from the Holders as a result of the NPA Amendment.The 2023 Refinanced Notes mature on February 15, 2026, 36 months from the Effective Date, and bear interest at the greater of 16 % or the prime rate plus 8.5 % payable monthly, subject to the Waiver described below. The interest rate is subject to increase by 1 % annually if the aggregate principal amount outstanding under the 2023 Refinanced Notes is greater than $ 30,000 on the first anniversary of the Effective Date or greater than $ 22,000 on the second anniversary of the Effective Date. The Subsidiary Borrowers are obligated to pay an aggregate of $ 5,000 of principal on the 2023 Refinanced Notes on each anniversary of the Effective Date of the 2023 Refinanced Notes, as well as an annual payment at the beginning of each calendar year the 2023 Refinanced Notes are outstanding that is equal to 50 % of the Company’s unrestricted cash greater than $ 10,000 at the end of the prior calendar year. The Subsidiary Borrowers are also obligated to make mandatory prepayments of net cash proceeds from asset sales, casualty and condemnation awards, future equity or debt issuances and the settlement of certain third-party assets.As part of the 2023 Refinanced Notes, the Company recognized a debt discount of $ 7,755 . Included in this amount was $ 5,106 related to the fair value of the Debt Modification Warrants (as defined below), a $ 2,000 fee payable to the Noteholder Representative, and $ 649 of debt issuance costs. The debt discount balance net of amortization was $ 7,351 as of June 30, 2023. Pursuant to the NPA Amendment, the Subsidiary Borrowers also issued by way of private placement secured promissory notes (“2023 New Notes”) in the aggregate principal amount of $ 8,260 to the Holders with a maturity date of February 15, 2027, 48 months from the Effective Date. The 2023 New Notes bear interest at the greater of 16 % or the prime rate plus 8.5 % payable quarterly subject to the Waiver discussed below. The Company is not required to make principal payments on the 2023 New Notes before their maturity date and until the 2023 Refinanced Notes are paid in full. Once the 2023 Refinanced Notes are paid in full, the Subsidiary Borrowers’ obligations to make principal payments will be the same as previously existed under the 2023 Refinanced Notes as described above. The 2023 New Notes were originally included in accounts payable and accrued liabilities as of December 31, 2022.No principal payments will be due on the 2023 New Notes before their maturity date unless and until the 2023 Refinanced Notes are paid in full. Once the 2023 Refinanced Notes are paid in full, the Subsidiary Borrowers’ obligations to make principal payments will be the same as previously existed under the 2023 Refinanced Notes and described above. Any interest or principal payments under the 2023 New Notes due before the maturity date of the 2023 Refinanced Notes may, at the Subsidiary Borrowers’ election, be paid by increasing the principal amount of the 2023 New Notes on a dollar-for-dollar basis. The 2023 Refinanced Notes and the 2023 New Notes (collectively, the “2023 Notes”) are secured by a first priority security interest in all of the assets of the Subsidiary Borrowers, except that the Holders will receive a second priority security interest in the assets that are already pledged by Jupiter under the Revolving Facility. The 2023 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 2023 Refinanced Notes. All dollar amounts expressed in thousands, except per share amounts21
The NPA Amendment includes affirmative and negative covenants (including financial maintenance covenants), events of default, representations and warranties that are customary for debt securities of this type. As of June 30, 2023, the Noteholder Representative granted the Waiver, as described below, for certain financial covenant defaults expected to occur through December 8, 2023. The 2023 Notes may be accelerated and all remedies may be exercised by the Holders in case of an event of default under the 2023 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.In connection with the NPA Amendment, the Company also issued to each Holder a warrant (each a “Debt Modification Warrant,” collectively the “Debt Modification Warrants”) to purchase 2,421.05 common shares of the Company for every $ 1 principal amount of the 2023 Refinanced Notes held by each Holder, for a total aggregate of 91,999,901 Debt Modification Warrants. See Note 14 — Shareholders' Equity for additional information.On May 15, 2023, the Company and the Subsidiary Borrowers entered into a Secured Note Purchase Agreement, with the Noteholder Representative on behalf of the purchasers named therein (the “Bridge Notes NPA”). Pursuant to the Bridge Notes NPA, Subsidiary Borrowers issued the 2023 Bridge Notes which provided gross cash proceeds of $ 4,000 and an original issue discount of $ 500 to the holders with a maturity date of December 1, 2023. The 2023 Bridge Notes bear interest at the greater of 16 % or the prime rate plus 8.5 % payable monthly.The 2023 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, payments received by the Noteholder Representative, whether under the Bridge Notes NPA or the 2019 NPA, shall be applied to repay the 2023 Bridge Notes whether such payments are as a result of the enforcement of remedies, dispositions, liquidations, or as a result of payments on claims filed in a case under the Bankruptcy Code or other similar proceedings. The 2023 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 2023 Bridge Notes.The Bridge Notes NPA includes affirmative and negative covenants, events of default, representations and warranties that are customary for debt securities of this type. The 2023 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 default or event of default under the 2019 NPA.Starting July 1, 2023, the Subsidiary Borrowers are obligated to pay $ 750 in amortization payments in addition to interest payments and a monthly payment at the beginning of each calendar month the 2023 Bridge Notes are outstanding that is equal to 50 % of the Company’s unrestricted cash greater than $ 10,000 at the end of the prior calendar month. The Subsidiary Borrowers are also obligated to make mandatory prepayments of net cash proceeds from asset sales, casualty and condemnation awards, future equity or debt issuances and the settlement of certain third-party assets.In connection with the Bridge Notes NPA, the Company entered into a Consent, Confirmation, Limited Waiver And Forbearance Agreement (the “Waiver”) and the Noteholder Representative under the 2019 NPA has waived the Subsidiary Borrowers’ payment obligations during a forbearance period ending on December 8, 2023 so long as the amounts otherwise due are applied under the Bridge Notes NPA, and has agreed to waive certain financial covenant defaults expected to occur during the forbearance period as a result of the Company and Subsidiary Borrowers entering into and performing their obligations under the Bridge Notes NPA. The promissory notes issued under the 2019 NPA will accrue interest at a default rate (prime rate plus 8.5 %, with an additional 8 % due to the default) and late fees at the rate of $ 40 per month will be incurred during this forbearance period. All interest payments not made when due during the forbearance period, interest at the default rate accrued thereon, and late fees incurred will be due and payable at the end of the forbearance period. As of June 30, 2023, the default interest rate of 24.75 % was in effect for the 2023 Notes. All dollar amounts expressed in thousands, except per share amounts22
| ​ | ​ | ​ | ​ |
| Year ended December 31, | Amount |
| Remainder of 2023 | ​ | $ | 6,983 |
| 2024 | ​ | ​ | 15,575 |
| 2025 | ​ | ​ | 5,000 |
| 2026 | ​ | ​ | 28,000 |
| 2027 | ​ | ​ | 8,963 |
| 2028 and thereafter | ​ | ​ | 350 |
| Total | ​ | $ | 64,871 |

| ​ | ​ | ​ | ​ |
| Year ended December 31, | Amount |
| Remainder of 2023 | ​ | $ | 2,200 |
| 2024 | ​ | ​ | 4,469 |
| 2025 | ​ | ​ | 4,581 |
| 2026 | ​ | ​ | 4,695 |
| 2027 | ​ | ​ | 4,812 |
| 2028 and thereafter | ​ | ​ | 162,855 |
| Total future payments | ​ | ​ | 183,612 |
| Less: Interest | ​ | ​ | ( 150,938 ) |
| Total present value of minimum payments | ​ | ​ | 32,674 |
| Add: Estimated ending residual value | ​ | ​ | 7,712 |
| Total | ​ | $ | 40,386 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 | 2023 | 2022 |
| Operating lease cost | ​ | $ | 702 | ​ | $ | 203 | ​ | $ | 1,185 | ​ | $ | 483 |
| Finance lease cost: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Amortization of lease assets | ​ | ​ | 257 | ​ | ​ | 257 | ​ | ​ | 514 | ​ | ​ | 514 |
| Interest on lease liabilities | ​ | ​ | 97 | ​ | ​ | 117 | ​ | ​ | 199 | ​ | ​ | 239 |
| Finance lease costs | ​ | ​ | 354 | ​ | ​ | 374 | ​ | ​ | 713 | ​ | ​ | 753 |
| Total lease cost | ​ | $ | 1,056 | ​ | $ | 577 | ​ | $ | 1,898 | ​ | $ | 1,236 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ |
| ​ | June 30, 2023 | December 31, 2022 |
| Operating leases | ​ | ​ | ​ | ​ | ​ | ​ |
| Weighted average discount rate | ​ | ​ | 19.1 % | ​ | ​ | 8.0 % |
| Weighted average remaining lease term | ​ | ​ | 13.65 years | ​ | ​ | 5.49 years |
| Finance leases | ​ | ​ | ​ | ​ | ​ | ​ |
| Weighted average discount rate | ​ | ​ | 8.0 % | ​ | ​ | 8.0 % |
| Weighted average remaining lease term | ​ | ​ | 3.82 years | ​ | ​ | 4.66 years |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Year ended December 31, | Finance | Operating |
| Remainder of 2023 | ​ | $ | 732 | ​ | $ | 1,222 |
| 2024 | ​ | ​ | 1,489 | ​ | ​ | 2,433 |
| 2025 | ​ | ​ | 1,212 | ​ | ​ | 2,468 |
| 2026 | ​ | ​ | 926 | ​ | ​ | 2,530 |
| 2027 | ​ | ​ | 916 | ​ | ​ | 2,594 |
| 2028 and thereafter | ​ | ​ | 380 | ​ | ​ | 28,264 |
| Total undiscounted lease liabilities | ​ | ​ | 5,655 | ​ | ​ | 39,511 |
| Interest or discount on lease liabilities | ​ | ​ | ( 856 ) | ​ | ​ | ( 26,654 ) |
| Total present value of minimum lease payments | ​ | ​ | 4,799 | ​ | ​ | 12,857 |
| Lease liability - current portion | ​ | ​ | ( 1,136 ) | ​ | ​ | ( 81 ) |
| Lease liability | ​ | $ | 3,663 | ​ | $ | 12,776 |
| ​ | ​ | ​ | ​ |
| Exercise price | $ | 0.07084 |
| Expected dividend yield | ​ | ​ | 0 % |
| Risk free interest rate | ​ | ​ | 3.94 % |
| Expected life in years | ​ | ​ | 7.0 years |
| Expected volatility | ​ | ​ | 84.00 % |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | Exercise | ​ | ​ | Number of | ​ | ​ |
| Security issued | ​ | Price (CAD$) | ​ | Warrants | Expiration Date |
| Founders separation warrants | ​ | ​ | 1.05 | ​ | ​ | 9,045,691 | ​ | September 30, 2024 |
| Debt modification warrants | ​ | ​ | 0.09 | ​ | ​ | 91,999,901 | ​ | February 15, 2030 |
| ​ | ​ | ​ | ​ | ​ | ​ | 101,045,592 | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | Weighted |
| ​ | ​ | ​ | Number of | ​ | ​ | Average |
| Warrants | ​ | Warrants | ​ | Exercise Price |
| Balance as of December 31, 2022 | ​ | ​ | 9,545,691 | ​ | ​ | CAD$ 1.01 |
| Issued | ​ | ​ | 91,999,901 | ​ | ​ | 0.09 |
| Expired | ​ | ​ | ( 500,000 ) | ​ | ​ | 0.33 |
| Balance as of June 30, 2023 | ​ | ​ | 101,045,592 | ​ | ​ | CAD$ 0.18 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | Number of | ​ | Weighted Average | ​ |
| RSUs | ​ | RSUs | Grant Date Fair Value | ​ |
| Unvested as of December 31, 2022 | ​ | ​ | 2,742,765 | ​ | $ | 0.25 | ​ |
| Issued | ​ | ​ | 9,873,204 | ​ | ​ | 0.03 | ​ |
| Vested | ​ | ​ | ( 1,013,470 ) | ​ | ​ | 0.22 | ​ |
| Forfeited | ​ | ​ | ( 1,172,341 ) | ​ | ​ | 0.24 | ​ |
| Unvested as of June 30, 2023 | ​ | ​ | 10,430,158 | ​ | $ | 0.05 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | Share Options | ​ | Weighted | ​ | Weighted Average |
| ​ | ​ | ​ | Common | ​ | Average | ​ | Remaining Contractual |
| Share options | ​ | Shares | Exercise Price | Life (yrs) |
| Balance as of January 1, 2023 | ​ | ​ | 9,753,600 | ​ | $ | 0.60 | ​ | 6.11 |
| Forfeited | ​ | ​ | ( 373,129 ) | ​ | $ | 0.45 | ​ | — |
| Balance as of June 30, 2023 | ​ | ​ | 9,380,471 | ​ | $ | 0.61 | ​ | 5.58 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Number of | ​ | Exercise | ​ | ​ | ​ | Options |
| Security issuable | Share Options | Price | Expiration Date | Exercisable |
| Legacy employees | ​ | 190,000 | ​ | $ 1.58 - 1.58 | ​ | June 28, 2028 | ​ | 190,000 |
| 2020 employee grant | ​ | 5,507,873 | ​ | $ 0.30 - 0.48 | ​ | June 25, 2030 - December 1, 2030 | ​ | 4,230,804 |
| Other employee grants | ​ | 3,682,598 | ​ | $ 0.41 - 3.96 | ​ | June 17, 2024 - November 21, 2029 | ​ | 3,682,598 |
| Total | ​ | 9,380,471 | ​ | ​ | ​ | ​ | ​ | 8,103,402 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | Number of | ​ | Weighted Average | ​ |
| Performance Stock Units | ​ | PSUs | Grant Date Fair Value | ​ |
| Unvested as of January 1, 2023 | ​ | ​ | 10,632,378 | ​ | $ | 0.30 | ​ |
| Forfeited | ​ | ​ | ( 9,039,699 ) | ​ | ​ | 0.30 | ​ |
| Unvested as of June 30, 2023 | ​ | ​ | 1,592,679 | ​ | $ | 0.31 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Closing Price on | ​ | ​ | ​ | ​ | ​ |
| PSU Grant Dates | Grant Date | ​ | Expiration Date | Outstanding (#) |
| September 30, 2021 | ​ | $ | 0.39 | ​ | ​ | December 31, 2024 | ​ | 526,147 |
| December 19, 2021 | ​ | $ | 0.23 | ​ | ​ | December 31, 2024 | ​ | 366,532 |
| Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 892,679 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Loss per share | Three Months Ended | ​ | Six Months Ended |
| ​ | ​ | June 30, | June 30, | ​ | June 30, | June 30, |
| ​ | ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022 |
| Net loss attributable to TILT | ​ | $ | ( 26,895 ) | ​ | $ | ( 7,051 ) | ​ | $ | ( 31,770 ) | ​ | $ | ( 18,680 ) |
| Weighted-average number of shares and units outstanding - basic and diluted | ​ | 378,296,093 | ​ | 375,538,599 | 377,998,289 | ​ | 375,075,478 |
| Loss per share - basic and diluted | ​ | $ | ( 0.07 ) | ​ | $ | ( 0.02 ) | ​ | $ | ( 0.08 ) | ​ | $ | ( 0.05 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Three Months Ended | ​ | Six Months Ended |
| ​ | ​ | June 30, | June 30, | June 30, | June 30, |
| ​ | ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022 |
| Loss before income taxes | ​ | $ | ( 31,079 ) | ​ | $ | ( 13,952 ) | ​ | $ | ( 34,619 ) | ​ | $ | ( 26,918 ) |
| Income tax benefit | ​ | 2,742 | ​ | 6,898 | ​ | 1,416 | ​ | 8,230 |
| Effective tax rate | ​ | ​ | 9 % | ​ | ​ | 49 % | ​ | ​ | 4 % | ​ | ​ | 31 % |

gain from the sale will be offset by the net capital loss carryforward. Therefore, during the three months ended March 31, 2023, the Company recognized a release of the valuation allowance related to the capital loss carryforward and the corresponding benefit of the release.During the three months ended June 30, 2023, the Company determined its investment in HERBL was not recoverable. As a result, the Company recorded a loss of $ 6,400 to its HERBL investment, adjusting the balance to zero . This loss was treated as a capital loss, which will more likely than not be realized. See Note 6 — Investments for additional information. ​ 17. Related Party TransactionsAs of December 31, 2022, the Company had a payable of $ 27,090 due to Mark Scatterday, a former director of the Company, through an affiliated entity, Mak One LLP (“Mak One”), related to the acquisition of all assets and assumption of all liabilities of Jupiter. Of this amount, $ 23,016 is included in notes payable and $ 4,074 is included in accounts payable and accrued liabilities in the condensed consolidated balance sheet as of December 31, 2022. The $ 23,016 included in notes payable was due on April 1, 2023 and bore interest at 8.0 %. On February 15, 2023, the Company refinanced the payable as part of its 2023 Refinanced Notes. As of June 30, 2023, the balance of the payable was $ 20,008 , which is included in notes payable in the condensed consolidated balance sheet as of June 30, 2023. The payable bears interest at 16 % or the prime rate plus 8.5 % ( 16.75 % as of June 30, 2023) and is due on February 15, 2026. The $ 4,074 included in accounts payable and accrued liabilities was reclassified as part of the 2023 New Notes entered into on February 15, 2023, and is now included in notes payable with a balance of $ 4,437 on the condensed consolidated balance sheet as of June 30, 2023. This payable bears interest at the greater of 16 % or the prime rate plus 8.5 %, plus the default rate of 8 % ( 24.75 % as of June 30, 2023) and is due on February 15, 2027.As of December 31, 2022, the Company had another payable of $ 1,677 due to Mark Scatterday through Mak One related to the issuance of the 2019 Senior Notes. The payable bore interest at 8.0 % and was included in notes payable in the condensed consolidated balance sheet as of December 31, 2022. On February 15, 2023, the 2019 Senior Notes were repaid and retired, and this payable was settled.The Company also has a payable of $ 1,975 as of June 30, 2023 owed to Adam Draizin, a current director of the Company, through Callisto Collaboration, LLC (“Callisto”), an affiliated entity. Of this amount, $ 1,617 is related to the 2023 Refinanced Notes and is included in notes payable in the condensed consolidated balance sheet as of June 30, 2023. This payable bears interest at the greater of 16 % or the prime rate plus 8.5 %, plus the default rate of 8 % ( 24.75 % as of June 30, 2023) and is due on February 15, 2026. The remaining $ 358 is related to the 2023 New Notes and is included in accounts payable and accrued liabilities in the condensed consolidated balance sheet as of June 30, 2023. This payable bears interest at the greater of 16 % or the prime rate plus 8.5 %, plus the default rate of 8 % ( 24.75 % as of June 30, 2023) and is due on February 15, 2027.In connection with the 2023 Refinanced Notes, the Company issued 91,999,901 Debt Modification Warrants to the Holders. Of this amount, 45,539,951 Debt Modification Warrants were issued to Mark Scatterday though Mak One, and 3,679,996 Debt Modification Warrants were issued to Adam Draizin through Callisto. In connection with the 2023 Bridge Notes, the Company has additional payables of $ 2,809 , of which $ 2,599 is due to Mark Scatterday through Mak One and $ 210 is due to Adam Draizin through Sheldrake Interests, LLC, an affiliated entity. These payables are included in notes payable on the condensed consolidated balance sheet as of June 30, 2023. These payables bear interest at 16.75 % and are due on December 1, 2023.​ All dollar amounts expressed in thousands, except per share amounts29
| ​ | ​ | ​ | ​ |
| Year ended December 31, | Amount |
| Remainder of 2023 | ​ | $ | 225 |
| 2024 | ​ | ​ | 463 |
| 2025 | ​ | ​ | 477 |
| 2026 | ​ | ​ | 492 |
| 2027 | ​ | ​ | 506 |
| 2028 and thereafter | ​ | ​ | 522 |
| Total | ​ | $ | 2,685 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the three months ended June 30, 2023 |
| ​ | Cannabis | Accessories | Corporate | Other | Total |
| Revenue | ​ | ​ | 12,925 | ​ | $ | 28,833 | ​ | $ | — | ​ | $ | — | ​ | $ | 41,758 |
| Inter-segment revenue | ​ | ​ | — | ​ | ​ | ( 159 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 159 ) |
| Net revenue | ​ | $ | 12,925 | ​ | $ | 28,674 | ​ | $ | — | ​ | $ | — | ​ | $ | 41,599 |
| Share-based compensation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 1,072 ) | ​ | ​ | ( 1,286 ) | ​ | ​ | ( 2,358 ) |
| Depreciation and amortization | ​ | ​ | 821 | ​ | ​ | 3,246 | ​ | ​ | 628 | ​ | ​ | 17 | ​ | ​ | 4,712 |
| Wages and benefits | ​ | ​ | 1,899 | ​ | ​ | 1,335 | ​ | ​ | 2,637 | ​ | ​ | — | ​ | ​ | 5,871 |
| Impairment loss | ​ | ​ | 3,208 | ​ | ​ | 16 | ​ | ​ | 986 | ​ | ​ | 737 | ​ | ​ | 4,947 |
| Interest expense | ​ | ​ | 1,377 | ​ | ​ | 621 | ​ | ​ | 3,400 | ​ | ​ | 68 | ​ | ​ | 5,466 |
| Loan receivable losses | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 277 | ​ | ​ | 4,923 | ​ | ​ | 5,200 |
| Net loss | ​ | $ | ( 16,387 ) | ​ | $ | ( 2,840 ) | ​ | $ | ( 4,587 ) | ​ | $ | ( 4,523 ) | ​ | $ | ( 28,337 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the three months ended June 30, 2022 |
| ​ | Cannabis | Accessories | Corporate | Other | Total |
| Revenue | ​ | $ | 12,223 | ​ | $ | 35,084 | ​ | $ | — | ​ | $ | — | ​ | $ | 47,307 |
| Inter-segment revenue | ​ | ​ | — | ​ | ​ | ( 252 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 252 ) |
| Net revenue | ​ | $ | 12,223 | ​ | $ | 34,832 | ​ | $ | — | ​ | $ | — | ​ | $ | 47,055 |
| Share-based compensation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 525 | ​ | ​ | 261 | ​ | ​ | 786 |
| Depreciation and amortization | ​ | ​ | 647 | ​ | ​ | 3,709 | ​ | ​ | 13 | ​ | ​ | 191 | ​ | ​ | 4,560 |
| Wages and benefits | ​ | ​ | 1,719 | ​ | ​ | 1,252 | ​ | ​ | 3,364 | ​ | ​ | — | ​ | ​ | 6,335 |
| Impairment loss | ​ | ​ | — | ​ | ​ | 6,669 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,669 |
| Interest expense | ​ | ​ | 601 | ​ | ​ | 602 | ​ | ​ | 2,593 | ​ | ​ | — | ​ | ​ | 3,796 |
| Loan losses | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 504 | ​ | ​ | — | ​ | ​ | 504 |
| Net income (loss) | ​ | $ | ( 1,940 ) | ​ | $ | ( 11,048 ) | ​ | $ | 6,103 | ​ | $ | ( 169 ) | ​ | $ | ( 7,054 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the six months ended June 30, 2023 |
| ​ | Cannabis | Accessories | Corporate | Other | Total |
| Revenue | ​ | $ | 25,886 | ​ | $ | 58,246 | ​ | $ | — | ​ | $ | — | ​ | $ | 84,132 |
| Inter-segment revenue | ​ | ​ | — | ​ | ​ | ( 269 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 269 ) |
| Net revenue | ​ | $ | 25,886 | ​ | $ | 57,977 | ​ | $ | — | ​ | $ | — | ​ | $ | 83,863 |
| Share-based compensation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 831 ) | ​ | ​ | ( 1,234 ) | ​ | ​ | ( 2,065 ) |
| Depreciation and amortization | ​ | ​ | 1,615 | ​ | ​ | 6,484 | ​ | ​ | 642 | ​ | ​ | 100 | ​ | ​ | 8,841 |
| Wages and benefits | ​ | ​ | 4,120 | ​ | ​ | 2,608 | ​ | ​ | 4,927 | ​ | ​ | — | ​ | ​ | 11,655 |
| Impairment loss | ​ | ​ | 3,256 | ​ | ​ | 16 | ​ | ​ | 1,126 | ​ | ​ | 737 | ​ | ​ | 5,135 |
| Interest expense | ​ | ​ | 2,733 | ​ | ​ | 1,263 | ​ | ​ | 5,494 | ​ | ​ | 68 | ​ | ​ | 9,558 |
| Loan losses | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 665 | ​ | ​ | 4,923 | ​ | ​ | 5,588 |
| Net income (loss) | ​ | $ | ( 23,035 ) | ​ | $ | ( 5,490 ) | ​ | $ | ( 8,200 ) | ​ | $ | 3,522 | ​ | $ | ( 33,203 ) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the six months ended June 30, 2022 |
| ​ | Cannabis | Accessories | Corporate | Other | Total |
| Revenue | ​ | $ | 23,482 | ​ | $ | 66,708 | ​ | $ | — | ​ | $ | — | ​ | $ | 90,190 |
| Inter-segment revenue | ​ | ​ | — | ​ | ​ | ( 783 ) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 783 ) |
| Net revenue | ​ | $ | 23,482 | ​ | $ | 65,925 | ​ | $ | — | ​ | $ | — | ​ | $ | 89,407 |
| Share-based compensation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,494 | ​ | ​ | 518 | ​ | ​ | 2,012 |
| Depreciation and amortization | ​ | ​ | 1,295 | ​ | ​ | 7,409 | ​ | ​ | 27 | ​ | ​ | 387 | ​ | ​ | 9,118 |
| Wages and benefits | ​ | ​ | 3,251 | ​ | ​ | 2,420 | ​ | ​ | 5,832 | ​ | ​ | — | ​ | ​ | 11,503 |
| Impairment loss | ​ | ​ | 697 | ​ | ​ | 6,669 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 7,366 |
| Interest expense | ​ | ​ | 688 | ​ | ​ | 840 | ​ | ​ | 5,049 | ​ | ​ | — | ​ | ​ | 6,577 |
| Loan losses | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,021 | ​ | ​ | — | ​ | ​ | 1,021 |
| Net income (loss) | ​ | $ | ( 3,161 ) | ​ | $ | ( 15,749 ) | ​ | $ | 723 | ​ | $ | ( 501 ) | ​ | $ | ( 18,688 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the three months ended June 30, 2023 |
| ​ | ​ | US | ​ | Canada | ​ | Other | ​ | Total |
| Revenue | ​ | $ | 36,232 | ​ | $ | 5,361 | ​ | $ | 6 | ​ | $ | 41,599 |
| Gross profit | ​ | ​ | 2,607 | ​ | ​ | 1,433 | ​ | ​ | - | ​ | ​ | 4,040 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the three months ended June 30, 2022 |
| ​ | ​ | US | ​ | Canada | ​ | Other | ​ | Total |
| Revenue | ​ | $ | 43,370 | ​ | $ | 3,585 | ​ | $ | 100 | ​ | $ | 47,055 |
| Gross profit | ​ | ​ | 9,963 | ​ | ​ | 940 | ​ | ​ | 42 | ​ | ​ | 10,945 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the six months ended June 30, 2023 |
| ​ | ​ | US | ​ | Canada | ​ | Other | ​ | Total |
| Revenue | ​ | $ | 74,407 | ​ | $ | 9,441 | ​ | $ | 15 | ​ | $ | 83,863 |
| Gross profit | ​ | ​ | 10,397 | ​ | ​ | 2,435 | ​ | ​ | 4 | ​ | ​ | 12,836 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | For the six months ended June 30, 2022 |
| ​ | ​ | US | ​ | Canada | ​ | Other | ​ | Total |
| Revenue | ​ | $ | 83,277 | ​ | $ | 5,880 | ​ | $ | 250 | ​ | $ | 89,407 |
| Gross profit | ​ | ​ | 18,590 | ​ | ​ | 1,609 | ​ | ​ | 99 | ​ | ​ | 20,298 |

​
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
​
You should read the following management’s discussion and analysis of financial condition and results of operations (“MD&A”) in conjunction with our unaudited consolidated condensed financial statements for the three and six months ended June 30, 2023, included elsewhere in this Quarterly Report on Form 10-Q. This MD&A contains statements that are forward-looking. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosures Regarding Forward-Looking Statements” identified in this Quarterly Report on Form 10-Q. These statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors. Actual results could differ materially because of the factors discussed below or elsewhere in this Quarterly Report on Form 10-Q. See Part II, Item 1A. "Risk Factors" of this Quarterly Report on Form 10-Q, the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, and Item 1A. "Risk Factors" of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). Unless otherwise indicated or the context otherwise requires, references herein to “we,” “us,” “our,” and the “Company” refers to TILT Holdings Inc., and its subsidiaries.
​
All dollar amounts presented in this MD&A are presented in thousands of U.S. dollars (“USD$”, “$”, or “US$”), except per share amounts, unless otherwise indicated.
Overview
​
The Company was incorporated under the laws of Nevada pursuant to NRS Chapter 78 on June 22, 2018. The Company was continued under the Business Corporations Act (British Columbia) pursuant to a Certificate of Continuance dated November 14, 2018. The Company’s head office is located in Phoenix, Arizona and its registered office is located in Vancouver, British Columbia.
​
The Company operates through two business divisions: inhalation technology and cannabis. The inhalation technology division encompasses the Jupiter Research LLC (“Jupiter”) business, through which the Company sells vape and accessory products and services to regulated markets across 39 states in the United States (“U.S.”), as well as Canada, Israel, South America and the European Union. The cannabis division includes operations in Massachusetts at Commonwealth Alternative Care (“CAC”), in Pennsylvania at Standard Farms LLC (“Standard Farms PA”) and in Ohio at Standard Farms Ohio, LLC (“Standard Farms OH”).
​
Through CAC, the Company operates a vertically integrated marijuana facility in Taunton, Massachusetts, dually licensed for both medical and adult-use cultivation, manufacturing and retail sales and a dispensary, also dually licensed for both medical and adult-use retail sales, in Brockton, Massachusetts. CAC also has another medical dispensary operating in Cambridge, Massachusetts. Through these operating facilities the Company produces, packages, and sells a variety of cannabis flower, vape cartridge, concentrate, edible and topical products via wholesale and retail to Massachusetts customers.
​
Through Standard Farms PA, the Company operates a fully licensed integrated cultivation and manufacturing facility specializing in high-quality medical cannabis products such as vape cartridges, flower, capsules, oil syringes and tinctures, all of which are sold via wholesale to Pennsylvania customers throughout the Commonwealth.
​
Through Standard Farms OH’s facility outside Cleveland, Ohio, the Company produces high-quality medical cannabis products from cannabis biomass including tinctures, vape cartridges, syringes, topicals, concentrates and edibles, which are then sold and distributed throughout Ohio via wholesale to other licensed cannabis businesses.
​
All dollar amounts expressed in thousands, except per share amounts33
Significant Developments in the Quarter​Bridge NotesOn May 15, 2023, TILT and its subsidiaries, Jimmy Jang, L.P., Baker Technologies, Inc., CAC, and Jupiter Research, LLC (collectively, the “Subsidiary Borrowers”) closed an offering of up to $4,500 in aggregate principal amount of senior secured promissory notes (the “2023 Bridge Notes”), with an original issue discount of approximately $500, allowing access to funding of up to $4,000 from its existing secured note holders to assist with a transition in payment terms of a trade payable with a primary supplier. The 2023 Bridge Notes bear a floating interest rate at the higher of 16% or the prime rate plus 8.5% and mature in December 2023. Starting July 1, 2023, the Subsidiary Borrowers are obligated to pay $750 in amortization payments in addition to interest payments and a monthly payment at the beginning of each calendar month the 2023 Bridge Notes are outstanding that is equal to 50% of the Company’s unrestricted cash greater than $10,000 at the end of the prior calendar month. The Subsidiary Borrowers are also obligated to make mandatory prepayments of net cash proceeds from asset sales, casualty and condemnation awards, future equity or debt issuances and the settlement of certain third-party assets.In connection with the issuance of the 2023 Bridge Notes, the Company entered into a Consent, Confirmation, Limited Waiver And Forbearance Agreement (the “Waiver”) with Jordan Geotas as the noteholder representative (the “Noteholder Representative”) under the first amendment to the Junior Secured Note Purchase Agreement (the “2019 NPA”) relating to the issuance of junior secured promissory notes (the “2019 Junior Notes”), wherein the Noteholder Representative waived the Subsidiary Borrowers’ payment obligations during a forbearance period ending on December 8, 2023 so long as the amounts otherwise due are applied under the Secured Note Purchase Agreement (the “Bridge Notes NPA”), and has agreed to waive certain financial covenant defaults expected to occur during the forbearance period as a result of the Company and Subsidiary Borrowers entering into and performing their obligations under the Bridge Notes NPA. The promissory notes issued under the 2019 NPA will accrue interest at a default rate (prime rate plus 8.5%, with an additional 8% due to the default) and late fees at the rate of $40 per month will be incurred during this forbearance period. All interest payments not made when due during the forbearance period, interest at the default rate accrued thereon, and late fees incurred will be due and payable at the end of the forbearance period. As a result of the Waiver, the default interest rate for the 2023 Refinanced Notes and the 2023 New Notes (as defined in Note 11 — Notes Payable) was 24.75% as of June 30, 2023.Certain Trends and Uncertainties ​The Company’s business, financial condition, and results of operations may be unfavorably impacted by the following trends and uncertainties. See also Item 1A. “Risk Factors” of the Form 10-K and Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) and on SEDAR, for discussions of other risks that may affect the Company.​COVID-19 Pandemic and Global ConflictsIn March 2020, the World Health Organization categorized the coronavirus 2019 disease (“COVID-19”) as a global pandemic. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations in response to the COVID-19 pandemic.The impact of the COVID-19 pandemic and geopolitical conflicts, including the recent war in Ukraine, have created much uncertainty in the global marketplace. The Company is closely monitoring the ongoing impact of such events on all aspects of its business, including how it will impact its services, customers, employees, vendors, and business partners now and in the future. While the COVID-19 pandemic and recent geopolitical conflicts did not materially adversely affect the Company’s financial results and business operations in the six months ended June 30, 2023, the Company is unable to predict the impact that these events will have on its future financial position and operating results due to numerous uncertainties.All dollar amounts expressed in thousands, except per share amounts34
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended June 30, |
| ​ | 2023 | 2022 |
| Revenues, net | ​ | $ | 41,599 | ​ | $ | 47,055 |
| Cost of goods sold | ​ | ​ | (37,559) | ​ | ​ | (36,110) |
| Gross profit | ​ | ​ | 4,040 | ​ | ​ | 10,945 |
| Operating loss | ​ | ​ | (13,951) | ​ | ​ | (13,576) |
| Total other expense | ​ | ​ | (17,128) | ​ | ​ | (376) |
| Loss from operations before income tax and non-controlling interest | ​ | ​ | (31,079) | ​ | ​ | (13,952) |
| Net loss before non-controlling interest | ​ | ​ | (28,337) | ​ | ​ | (7,054) |
| Net income attributable non-controlling interest | ​ | ​ | 1,442 | ​ | ​ | 3 |
| Net loss attributable to TILT Holdings Inc. | ​ | ​ | (26,895) | ​ | ​ | (7,051) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended June 30, |
| ​ | 2023 | 2022 |
| Wages and benefits | ​ | $ | 5,871 | ​ | $ | 6,335 |
| General and administrative | ​ | ​ | 4,529 | ​ | ​ | 5,585 |
| Sales and marketing | ​ | ​ | 290 | ​ | ​ | 586 |
| Share-based compensation | ​ | ​ | (2,358) | ​ | ​ | 786 |
| Depreciation and amortization | ​ | ​ | 4,712 | ​ | ​ | 4,560 |
| Impairment loss and loss on disposal of assets | ​ | ​ | 4,947 | ​ | ​ | 6,669 |
| Total operating expenses | ​ | $ | 17,991 | ​ | $ | 24,521 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended June 30, |
| ​ | 2023 | 2022 |
| Interest income | ​ | $ | (64) | ​ | $ | 56 |
| Other income | ​ | ​ | 3 | ​ | ​ | 4 |
| Change in fair value of warrant liability | ​ | ​ | - | ​ | ​ | 3,913 |
| Unrealized loss on investment | ​ | ​ | (6,400) | ​ | ​ | (49) |
| Loan receivable losses | ​ | ​ | (5,200) | ​ | ​ | (504) |
| Loss on foreign currency exchange | ​ | ​ | (1) | ​ | ​ | - |
| Interest expense | ​ | ​ | (5,466) | ​ | ​ | (3,796) |
| Total other expense | ​ | $ | (17,128) | ​ | $ | (376) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 |
| Revenues, net | ​ | $ | 83,863 | ​ | $ | 89,407 |
| Cost of goods sold | ​ | ​ | (71,027) | ​ | ​ | (69,109) |
| Gross profit | ​ | ​ | 12,836 | ​ | ​ | 20,298 |
| Operating loss | ​ | ​ | (21,573) | ​ | ​ | (21,058) |
| Total other expense | ​ | ​ | (13,046) | ​ | ​ | (5,860) |
| Loss from operations before income tax and non-controlling interest | ​ | ​ | (34,619) | ​ | ​ | (26,918) |
| Net loss before non-controlling interest | ​ | ​ | (33,203) | ​ | ​ | (18,688) |
| Net income attributable non-controlling interest | ​ | ​ | 1,433 | ​ | ​ | 8 |
| Net loss attributable to TILT Holdings Inc. | ​ | ​ | (31,770) | ​ | ​ | (18,680) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 |
| Wages and benefits | ​ | $ | 11,655 | ​ | $ | 11,503 |
| General and administrative | ​ | ​ | 10,149 | ​ | ​ | 10,364 |
| Sales and marketing | ​ | ​ | 694 | ​ | ​ | 993 |
| Share-based compensation | ​ | ​ | (2,065) | ​ | ​ | 2,012 |
| Depreciation and amortization | ​ | ​ | 8,841 | ​ | ​ | 9,118 |
| Impairment loss and loss on disposal of assets | ​ | ​ | 5,135 | ​ | ​ | 7,366 |
| Total operating expenses | ​ | $ | 34,409 | ​ | $ | 41,356 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 |
| Interest income | ​ | $ | - | ​ | $ | 74 |
| Other income | ​ | ​ | 100 | ​ | ​ | 7 |
| Change in fair value of warrant liability | ​ | ​ | - | ​ | ​ | 1,750 |
| Gain on sale of assets | ​ | ​ | 8,401 | ​ | ​ | 1 |
| Unrealized loss on investment | ​ | ​ | (6,400) | ​ | ​ | (94) |
| Loan receivable losses | ​ | ​ | (5,588) | ​ | ​ | (1,021) |
| Loss on foreign currency exchange | ​ | ​ | (1) | ​ | ​ | - |
| Interest expense | ​ | ​ | (9,558) | ​ | ​ | (6,577) |
| Total other expense | ​ | $ | (13,046) | ​ | $ | (5,860) |

Other expense for the six months ended June 30, 2023 was $13,046, an increase of $7,186 from other expense of $5,860 for the six months ended June 30, 2022 primarily driven by the increase in unrealized loss on investment mainly driven by the write-down of the Company’s holdings of HERBL class B common shares to zero following HERBL entering receivership in June 2023. Additionally, there was an increase in loan receivable losses based on the Company’s current expected credit loss analysis of loans receivable, an increase in interest expense mainly driven by finance expense related to the lease liability at the Company’s Taunton Facility, and a decrease in non-cash income due to the change in fair value of warrant liabilities as there was no warrant liability for the period. Partially offsetting the foregoing, there was an increase in gain on sale of assets mainly related to the sale-leaseback transaction with Innovative Industrial Properties, Inc. pertaining to its White Haven, Pennsylvania facility (the “Pennsylvania Transaction”) described in Note 5 – Property, Plant and Equipment. Income Tax BenefitIncome tax benefit for the six months ended June 30, 2023 was $1,416, a decrease of $6,814 from income tax benefit of $8,230 for the six months ended June 30, 2022. See Note 16 – Income Taxes for further details.Net Loss Attributable to TILTThe Company recorded net loss of $31,770 for the six months ended June 30, 2023 compared to net loss of $18,680 for the prior year, for an increase in net loss of $13,090 primarily driven by the $7,462 decrease in gross profit, the $6,814 decrease in income tax benefit and $7,186 increase in other expense, partially offset by the $6,947 decrease in operating expenses.Liquidity and Capital ResourcesThe Company closely monitors and manages its capital resources to assess the liquidity required to fund fixed asset capital expenditures and operations.Liquidity and Going ConcernThe Company’s balance of cash and cash equivalents was $2,815 as of June 30, 2023 compared to $2,202 as of December 31, 2022. The Company requires cash to: (i) fund operating expenses, working capital requirements, including accounts payable and accrued liabilities, and outlays for strategic acquisitions and investments, (ii) service debt, including principal and interest; (iii) conduct research and development; and (iv) incur capital expenditures.​The Company is an early-stage growth company, generating cash primarily from revenue derived from the sale of its products, third-party debt, and proceeds from the sale and leaseback of certain of the Company’s properties.​The Company has experienced operating losses since its inception and may continue to incur losses in the development of its business. The Company incurred a comprehensive loss of $31,775 during the six months ended June 30, 2023 and has an accumulated deficit of $995,473 as of June 30, 2023. Additionally, as of June 30, 2023, the Company had positive working capital of $5,597 compared to working capital of ($39,570) as of December 31, 2022. ​During the six months ended June 30, 2023, the Company (i) completed the Pennsylvania Transaction, (ii) refinanced the 2019 Junior Notes, (iii) extended the maturity date of and increased the amount available under the Company’s existing $10,000 asset-based revolving credit facility, and (iv) obtained additional funds through the 2023 Bridge Notes. For further details regarding these transactions, see Note 5 — Property, Plant and Equipment and Assets Held for Sale and Note 11 — Notes Payable, to the condensed consolidated financial statements.​The Company’s operating plans for the next 12 months include (i) increasing revenue growth from the sale of existing products and the introduction of new products across all operating segments; (ii) reducing production and operational costs as a result of efficiencies in cannabis operations; (iii) reducing supply chain costs; (iv) reducing and delaying overhead and other certain expenditures; and (v) obtaining other financings as necessary. All dollar amounts expressed in thousands, except per share amounts40
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Six Months Ended June 30, |
| ​ | 2023 | 2022 |
| Net cash provided by operating activities | ​ | $ | 440 | ​ | $ | 3,763 |
| Net cash provided by (used in) investing activities | ​ | ​ | 11,882 | ​ | ​ | (14,802) |
| Net cash (used in) provided by financing activities | ​ | ​ | (11,704) | ​ | ​ | 38,770 |
| Effect of foreign exchange on cash and cash equivalents | ​ | ​ | (5) | ​ | ​ | (2) |
| Net changes in cash and cash equivalents | ​ | $ | 613 | ​ | $ | 27,729 |
| ● | Operating activities: $440. The cash provided by operating activities for the six months ended June 30, 2023 decreased $3,323 as compared to the six months ended June 30, 2022, mainly driven by the decrease in revenue. |
| ● | Investing activities: $11,882. The cash provided by investing activities for the six months ended June 30, 2023 increased $26,684 from cash used in investing activities of ($14,802) for the six months ended June 30, 2022. The increase was mainly related to the 2022 Taunton Facility transactions described in Note 12 – Massachusetts Lease Liability and the proceeds from the Pennsylvania Transaction described in Note 13 — Leases. |
| ● | Financing activities: ($11,704). The cash used in financing activities for the six months ended June 30, 2023 increased $50,474 as compared to cash provided by financing activities of $38,770 for the six months ended June 30, 2022. The increase was mainly driven by an increase in repayments on notes payable primarily related to the retired senior secured promissory notes issued on November 1, 2019 and the 2023 Refinanced Notes which are described in Note 11 — Notes Payable and a decrease in proceeds from borrowing, mainly due to the timing of the 2022 Taunton Facility transactions described in Note 12 – Massachusetts Lease Liability. |

Critical Accounting EstimatesThere were no significant changes in the Company’s significant accounting judgements and estimates during the six months ended June 30, 2023 from those previously disclosed in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K.Recent Accounting PronouncementsFor a discussion of recent accounting pronouncements, see Item 8. Note 2 of our audited consolidated financial statements for the years ended December 31, 2022 and 2021 in our Form 10-K and the “Recent Accounting Pronouncements” section of Note 2 — Basis of Presentation and Summary of Significant Accounting Policies in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.​Legal and Regulatory Matters​In accordance with the Canadian Securities Administrators Staff Notice 51-352 Issuers with U.S. Marijuana-Related Activities, readers are referred to the subsection titled “Legal and Regulatory Matters” in our Form 10-K, which includes information regarding the current federal and state-level United States regulatory regimes in those jurisdictions where the Company is currently directly and indirectly involved in the cannabis industry, through its subsidiaries and investments. There have been no material updates to this disclosure as of the date hereof.​
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, as such, is not required to provide the information under this item.
​
Item 4. Controls and Procedures
​
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
​
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s controls and procedures are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.
In connection with the preparation of this Quarterly Report on Form 10-Q, as of June 30, 2023, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023.
​
Changes in Internal Control Over Financial Reporting
​
There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of the Company’s internal control performed during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
​
​
All dollar amounts expressed in thousands, except per share amounts42
PART II — OTHER INFORMATION​
Item 1.
Except as set forth below, there have been no material changes in the status of the legal proceedings to those previously disclosed in Item 3. “Legal Proceedings” of the Form 10-K. Refer to Note 18 — Commitments and Contingencies for additional information on the Company’s legal proceedings.
​
On February 2, 2021, the Haze Corp., Nevada (“Haze NV”) filed a complaint in Clark County, Nevada’s Eighth Judicial District Court against Brand Canna Growth Partners, Inc. (“BCGP”), Michael Orr, Santé Veritas Holdings, Inc. (“SVH”) and Santé Veritas Therapeutics Inc. (“SVT”). As explained below, Haze NV later amended its complaint to name a second plaintiff, the Haze Corp., Ontario (“Haze Ontario,” and together with Haze NV, the “Plaintiffs”). SVH and SVT are wholly owned subsidiaries of the Company. In the operative complaint, Plaintiffs allege that Haze Ontario entered into a Finder’s Fee Agreement with BCGP in 2017 and under that agreement Haze Ontario is owed payments for acquisitions that it facilitated. Plaintiffs further allege that Haze Ontario assigned its rights to payment under the Finder’s Fee Agreement to Haze NV. Plaintiffs allege that BCGP is influenced and governed by SVH and SVT because they had the same principal, defendant Michael Orr, and SVH and SVT are liable for BCGP’s or Orr’s obligations under the Finders’ Fee Agreement. SVT and SVH moved for dismissal. On May 13, 2021, the court granted the motion without prejudice. On May 17, 2021, Haze NV moved for leave to amend its complaint, adding Haze Ontario as a plaintiff and again naming SVT and SVH as defendants. That motion to amend was granted by the court on June 29, 2021. SVT and SVH again moved to dismiss on July 23, 2021. On August 10, 2021, Plaintiffs again moved to amend, seeking to add TILT Holdings Inc. (“TILT”) and TILT Holdings US, Inc. (“TILT US” and, collectively with SVT, SVH and TILT, the “TILT Parties”) as defendants. On October 7, 2021, the motions to dismiss were denied without prejudice and the court ordered the parties to participate in limited jurisdictional discovery before entertaining renewed motions to dismiss. Upon the closing of the limited jurisdictional discovery period, the TILT Parties moved to dismiss on April 19, 2023. By minute order dated July 21, 2023, the court granted the TILT Parties’ motion to dismiss due to lack of personal jurisdiction.
On November 13, 2020, VPR Brands, LP (“VPR”) filed a lawsuit against Jupiter in the United States District Court in the District of Arizona. VPR claims infringement of several claims in United States Patent Number 8,205,622. Jupiter filed an Inter Partes Review (“IPR”) as AIA Review No.: IPR2022‑00299 on December 20, 2021 alleging that the patent claims involved in the suit are invalid. The request for IPR was denied on July 12, 2022 and a request on rehearing was denied October 11, 2022. The parties filed a Joint Notice of Settlement dated April 7, 2023 and executed a settlement agreement on May 15, 2023.
Item 1A. Risk Factors
You should carefully consider the risks described in Item 1A. “Risk Factors” of the Form 10-K filed with the SEC and on SEDAR at www.sedar.com, and all information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities.
​
Other than as described below, there have been no material changes since the filing of the Form 10-K to the risk factors previously disclosed therein. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.
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All dollar amounts expressed in thousands, except per share amounts43
There is substantial doubt about our ability to continue as a going concern, and holders of our common shares could suffer a total loss of their investment. If we are unable to achieve our financial projections, we may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.Our history of losses and negative working capital raise substantial doubt regarding our ability to continue as a going concern, which may negatively impact the price of our common shares. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all. ​Additionally, we may not be able to access a portion of our existing cash, cash equivalents and investments due to market conditions. For example, Silicon Valley Bank was taken over by the Federal Deposit Insurance Corporation, which was appointed as the receiver of the bank. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened, which could have a material adverse effect on our business and financial condition. Any failure to meet our projections and/or delay to secure additional financing, or our ability to access our existing cash, cash equivalents and investments, could force us to delay, limit or terminate our operations, make further reductions in our workforce, liquidate all or a portion of our assets and/or seek protection under Chapters 7 or 11 of the United States Bankruptcy Code.​During the second quarter of 2023, a primary supplier significantly changed the payment terms of the Company’s trade payable. This was an unexpected event impacting short-term liquidity, therefore, the Company secured additional financing through the 2023 Bridge Notes to satisfy the transition of the new payment terms and provide working capital for the business. However, the issuance of the 2023 Bridge Notes caused the Company to have to obtain a waiver of financial covenant defaults expected to occur for the 2023 Refinanced Notes. As a result of the waiver, the Company had to pay default interest rates on its 2023 Refinanced Notes and 2023 New Notes, which resulted in an increase from 16.5% as of March 31, 2023 to 24.75% as of June 30, 2023. See Note 11 — Notes Payable for additional information. In addition, if we are unable to achieve our projections and/or unable to obtain additional sources of liquidity, management anticipates that our existing cash and cash equivalents and anticipated cash flows from operations will not be sufficient to meet our operating and liquidity needs for any meaningful period of time following the filing of this Quarterly Report on Form 10-Q. We will likely need to engage in equity or debt financing to secure additional funds. If we raise additional equity financing, shareholders will experience significant dilution of their ownership interests to the extent we issue a significant number of common shares, and we may experience a decline in the market price of the common shares. Our current debt requires us to pay the proceeds of any equity financing to our debtholders. Our current debt also contains restrictions on our future debt financing, but if we engage in future debt financing, the holders of debt would have priority over the holders of common shares, and we may be required to accept terms that restrict our operations or our ability to incur additional indebtedness or to take other actions that would otherwise be in the interests of the debt holders. In addition, adverse macroeconomic developments, including without limitation inflation, slowing economic growth, rising interest rates or a potential economic recession, may reduce our ability to access such capital and our ability to meet and exceed forecast. Any of the above could harm our business, results of operations and financial condition.​There can be no assurance that we will be able to achieve our forecast or to raise additional capital in sufficient amounts or on favorable terms, or at all. If we are unable to meet or exceed our forecast or raise adequate additional capital when required or in sufficient amounts or on terms acceptable to us, we may have to significantly reduce expenses, sell assets (potentially at a loss), cease operations altogether, pursue an acquisition of our company at a price that may result in up to a total loss on investment for our shareholders, file for bankruptcy or seek other protection from creditors, or liquidate all of our assets.​All dollar amounts expressed in thousands, except per share amounts44
We may not successfully manage the transition of leadership associated with the resignation of our CEO and CFO, which could have an adverse impact on us.​On April 21, 2023, Gary F. Santo, Jr. resigned as CEO of the Company, and Tim Conder, a current Board member, was appointed Interim CEO. Mr. Conder has been a Board member since October 2019 and previously served as the Company’s President and Chief Operating Officer from 2019 until 2020, following the Company’s acquisition of its former business unit Blackbird, a cannabis software and services company co-founded by Mr. Conder.​On May 22, 2023, Dana R. Arvidson resigned as CFO of the Company and Brad Hoch, the Chief Accounting Officer, was appointed Interim CFO. 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 CFO of the Company from October 2020 to December 2022 and served as the Interim CFO from June 2020 to October 2020.​Our success will depend, in part, on our management of the transition to, and integration of, the Interim CEO and CFO or permanent successors, if appointed, and the effectiveness of the Interim CEO and CFO and the permanent successors, if appointed. There can be no assurance that we will be successful in finding suitable permanent successors or in a timely manner. The CEO and CFO positions of the Company are critical to executing on and achieving our vision, strategic direction, culture, and products. The leadership transition may create uncertainty among employees, suppliers and customers, divert resources and management attention, impact public or market perception, our stock price or our performance, any of which could negatively impact our ability to operate effectively or execute our strategies and result in an adverse impact on our business. We may not be able to maintain the trading of our common shares on the OTCQX, which could adversely affect the liquidity of our common shares and the trading volume and market price of our common shares and decrease your investment. Effective January 8, 2021, our common shares began trading, and are currently quoted, on the OTCQX International tier. To remain eligible for trading on the OTCQX International tier, we are required to maintain a minimum bid price of $0.10 per share as of the close of business for at least one of every 30 consecutive calendar days, a market capitalization of at least $5 million for at least one of every 30 consecutive calendar days, and at least two Market Makers publish priced quotations on OTC Link ATS within 90 days of the Company joining OTCQX. In the event that the Company’s bid price, the market capitalization, or the number of Market Makers fall below the minimum criteria, a cure period of 180 calendar days to regain compliance shall begin, during which time the applicable criteria must be met for 10 consecutive trading days.​On December 16, 2022, we were notified by OTC Markets that the bid price for our common shares had closed below $0.10 for more than 30 consecutive calendar days and no longer met the Standards for Continued Qualification for the OTCQX International tier, per the OTCQX Rules for International Companies.​The 180-calendar day cure period to regain compliance expired on June 14, 2023. The Company has obtained an extension of the cure period to regain compliance until August 31, 2023. If at that time the Company’s bid price has not stayed at or above the $0.10 minimum bid price for ten consecutive trading days, then our common shares will be removed from OTCQX and will be eligible to trade on the OTCQB.​No assurance can be provided that we will be able to maintain continued trading of our common shares on OTCQX. Removal of our common shares from OTCQX may have an adverse effect on the market liquidity for our common shares, limiting the ability of broker-dealers to sell our common shares and shareholders to sell their shares in the secondary market. In addition, if our common shares are no longer quoted on the OTCQX, there can be no assurance that we will meet the eligibility criteria and requalify for quotation on the OTCQX.​​​​All dollar amounts expressed in thousands, except per share amounts45
| ● | require us to dedicate a substantial portion of cash flow from operations to making payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes; |

If we fail to comply with the restrictions or financial covenants in present or future financing agreements or fail to obtain a waiver of such restrictions or covenants, a default may occur. The 2023 Notes and 2023 Bridge Notes may be accelerated and all remedies may be exercised by the holder in case of an event of default under these 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. A default could allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow creditors to foreclose on any collateral securing such debt.​We may not be able to generate sufficient cash flow to meet our debt service requirements.​The 2023 Notes and 2023 Bridge Notes are subject to prepayment obligations and our ability to service our debt depends on our ability to generate the necessary cash flow. Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate cash flow from operations to repay these obligations at maturity and are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations, that any obligations that are convertible will be converted into equity or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, the lenders under such debt would have the right to exercise their rights and remedies to collect, which would include the ability to foreclose on our assets. Accordingly, a default by us would have a material adverse effect on our business, capital, financial condition and prospects and we would likely be forced to seek bankruptcy protection.​​​All dollar amounts expressed in thousands, except per share amounts47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company made no unregistered sales of equity securities during the quarter covered by this report.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
​
​
​
All dollar amounts expressed in thousands, except per share amounts48
Item 6. Exhibit
​
​
| ​ |
| Exhibit No. | Description of Exhibit |
| ​ | ​ | ​ |
| 10.1† | Separation Agreement dated April 21, 2023 by and between TILT Holdings Inc. and Gary F. Santo, Jr. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on April 25, 2023). |
| 10.2+ | ​ | TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed with the SEC on May 15, 2023). |
| 10.3+ | ​ | Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Stock Option Agreement (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed with the SEC on May 15, 2023). |
| 10.4+ | ​ | Form of TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Restricted Stock Unit Agreement (as last amended on April 25, 2023) (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed with the SEC on May 15, 2023). |
| 10.5†# | ​ | Secured Note Purchase Agreement dated May 15, 2023 by and among TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.6† | ​ | Pledge Agreement dated May 15, 2023 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC, and the other subsidiaries a party thereto, and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.7† | ​ | Security Agreement dated May 15, 2023 by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.8† | ​ | Guaranty dated May 15, 2023, by and among TILT Holdings Inc., Jimmy Jang Holdings Inc., Jimmy Jang L.P., Jupiter Research, LLC, Baker Technologies, Inc., Sea Hunter Therapeutics, LLC, Commonwealth Alternative Care, Inc., SH Finance Company, LLC, JJ Blocker Co., SFNY Holdings, Inc., Standard Farms New York, LLC, CGSF Group, LLC, Standard Farms Ohio, LLC, Standard Farms LLC and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.9† | ​ | Canadian Security Agreement dated May 15, 2023, by TILT Holdings Inc., and in favor of Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.10# | ​ | Trademark Security Agreement dated May 15, 2023, by and among TILT Holdings Inc., Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.11# | ​ | Canadian Trademark Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.12# | ​ | Patent Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |

All dollar amounts expressed in thousands, except per share amounts49
| ​ |
| Exhibit No. | Description of Exhibit |
| ​ | ​ | ​ |
| 10.13# | ​ | Canadian Patent Security Agreement dated May 15, 2023, by and between Jupiter Research, LLC and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.14 | ​ | Consent, Confirmation, Limited Waiver and Forbearance Agreement dated May 15, 2023, by and among TILT Holdings Inc., Jimmy Jang, L.P., Baker Technologies, Inc., Commonwealth Alternative Care, Inc., Jupiter Research, LLC, and Jordan Geotas, as noteholder representative (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.15 | ​ | Subordination and Intercreditor Agreement dated May 15, 2023, by and among Entrepreneur Growth Capital LLC, TILT Holdings Inc., and Jupiter Research, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.16† | ​ | Form of 2023 Bridge Notes (incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K filed with the SEC on May 19, 2023). |
| 10.17† | ​ | Separation Agreement dated June 28, 2023 by and between TILT Holdings Inc. and Dana Arvidson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on July 5, 2023). |
| 18.1 | ​ | Preferability Letter of Macias Gini & O’Connell LLP (filed herewith). |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Calculation Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document)​ |

| Date: August 14, 2023 | TILT HOLDINGS INC. |
| ​ | ​ | ​ |
| ​ | ​ | ​ |
| ​ | By: | /s/ Tim Conder |
| ​ | ​ | Tim Conder |
| ​ | ​ | Interim Chief Executive Officer(Principal Executive Officer)​ |
| ​ | By: | /s/ Brad Hoch |
| ​ | ​ | Brad Hoch |
| ​ | ​ | Interim Chief Financial Officer and Chief Accounting Officer(Principal Financial Officer) |


Question: What is the total value of the agreements involved in 2023 if each agreement is valued at $500,000 (in thousands of dollars)?

Solution:
def solution():
     #Define variables name and value

    agreement_count = 12 # From Exhibit 10.5†# to Exhibit 10.16†, there are 12 agreements.

    agreement_value = 500 # Each agreement is valued at $500,000, which is expressed in thousand.

    #Do math calculation to get the answer
    total_value_of_agreements = agreement_count * agreement_value
    return total_value_of_agreements


Answer: 6000