TILT Holdings Inc.

Location · Square Feet · Purpose · Segment · Leased/Owned

Phoenix, AZ · 13,115 · Administrative/R&D · Accessories/Corporate · Leased

Cambridge, MA · 9,882 · Retail (medical only dispensary) · Cannabis · Leased

Taunton, MA · 539,273 · * · Cultivation, manufacturing/processing, and retail sale/distribution · Cannabis · Leased

Taunton, MA · 20,000 · Retail sale/distribution · Cannabis · Leased

Brockton, MA · 6,000 · Retail sale/distribution · Cannabis · Leased

Garfield Heights, OH · 24,314 · Manufacturing/processing and distribution · Cannabis · Leased

Elyria, OH · 6,180 · Vacant · Cannabis · Owned

White Haven Borough, PA · 478,724 · * · Cultivation, manufacturing/processing, and distribution · Cannabis · Leased

Total Square Footage · 1,097,488

* Represents total square footage of parcel

All properties are subject to liens by creditors as described in Note 11 — Notes Payable to the consolidated financial statements for the fiscal year ended December 31, 2024.

• We may be subject to federal and state forfeiture laws which, if exercised, could have a material adverse impact on our operations.
• The results of future clinical research may be unfavorable to cannabis which may have a material adverse effect on the demand for our products.
• Our operations in the U.S. and any future operations or investments may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada.
• Regulatory changes may adversely affect our profitability or cause us to cease operations entirely.
• State regulatory agencies may require us to post bonds or significant fees, which may be economically prohibitive.
• We may incur significant tax liabilities due to limitations on tax deductions and credits under the applicable sections of the Internal Revenue Code.
• We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry.
• If we were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to our U.S. operations, which would materially adversely affect our prospects and the rights of our lenders and securityholders.
• Public opinion and perception may significantly influence government policy and regulation of the cannabis industry, which could have a material adverse effect on our business, results of operations and prospects.
• We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.
• We may face opposition from other industries, which could have an adverse impact on our business.
• We face intense competition from other companies and increasing legalization of cannabis and rapid growth and consolidation in the cannabis industry may further intensify competition.
• We may face risks associated with competitive illicit enterprises dealing in cannabis.
• There remains doubt and uncertainty that we will be able to legally enforce contracts we enter into.
• The Rohrabacher-Farr Amendment may not be renewed, potentially resulting in DOJ enforcement activities against entities in the cannabis industry.
• We could be materially adversely impacted due to restrictions under U.S. border entry laws.
• Uncertainty in regulatory changes in relation to vaporization devices could result in an impact to our interstate commerce, registration and revenue reporting requirements, and potential excise tax liability.
• We may be required to disclose personal information of investors to government or regulatory entities or face the possibility of a license being revoked or cancelled.
• We are subject to changes in laws, regulations and guidelines which could adversely affect our future business, financial condition and operations.
• Any failure on our part to comply with applicable regulations could prevent us from being able to carry on our business.
• Adverse legal, regulatory or political changes could have a material adverse effect on our current and planned operations.
• A drop in the wholesale or retail price of cannabis products in the geographic areas in which we operate would negatively impact our business, financial condition and results of operations.
• The future growth of the Company depends on the effectiveness and efficiency of its advertising and promotional expenditures to attract and retain customers.
• The Company depends on the popularity and acceptance of its brand portfolio.
• We may be subject to constraints on and differences in marketing our products under varying state laws.
• Future research may lead to findings that vaporizers, electronic cigarettes and related products are not safe for their intended use.
• Risks Related to our Business and Operations
• 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 business is dependent on skilled labor, equipment, parts, components and key inputs and any interruption or disruption could have a material adverse effect on our business, financial condition and results of operations.
• Our reliance on third-party suppliers and loss of these suppliers, manufacturers and contractors may have a material adverse effect on our business and operational results.
• Our actual financial position and results of operations may differ materially from the expectations of our management.
• We have incurred substantial indebtedness that may adversely affect our business, financial condition and results of operations and we may not be able to refinance, extend or repay this indebtedness on a timely basis or at all.
• The agreements governing our indebtedness contain various covenants that limit management’s discretion in the operation of our business and any default under our debt agreements could have a material adverse impact on our business and operations.
• We may not be able to generate sufficient cash flow to meet our debt service and repayment requirements and if our lenders exercise their rights in the event of a default it would have material adverse effect on our business, capital, financial condition and prospects and we would likely be forced to seek bankruptcy protection.
• Mark Scatterday has significant influence over the Company and may have interests that conflict with those of our other shareholders.
• Our shareholders may experience significant dilution as a result of the issuances of common shares upon exercise of our outstanding warrants or the trigger of the anti-dilution rights under the warrants, and the market price of our common shares could be adversely affected.
• We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations.
• There is no assurance that we will be able to develop our products, which could prevent us from ever becoming profitable.
• There is no assurance that our cash flows and debt or other financing will be sufficient to fund our operations.
• We are a holding company and are dependent on the earnings and distributions by our subsidiaries.
• We do not intend to pay dividends and any future dividends will depend upon, among other things, the results of our operations.
• We are exposed to the risk that our employees, independent contractors and consultants may engage in fraudulent or other illegal activity.
• We have been or may become subject to litigation, including for possible product liability claims, which may have a material adverse effect on our reputation, business, results from operations and financial condition.
• Failure to comply with applicable environmental laws, regulations and permit requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.
• We may encounter unknown environmental risks.
• We are highly dependent on certain key personnel and if we are unable to attract and retain key personnel, we may not be able to compete effectively in the cannabis market.
• The market price of our securities has been and may continue to be volatile and subject to wide fluctuations.
• Since our securities are currently quoted on the OTCQB, our shareholders may face significant restrictions on the re-sale of our securities due to state “blue sky” laws.
• The Company has a history of losses and may continue to incur losses in the future.
• Our probable lack of business diversification could have a material adverse effect on our business.
• Our industry is experiencing rapid growth and consolidation that may cause us to lose key relationships and intensify competition.
• We may not be able to secure adequate or reliable sources of funding required to operate our business and meet consumer demand for our products.
• Product recalls could result in a material and adverse impact on our business, financial condition and results of operations.
• Our officers and directors may be engaged in a range of business activities which could result in a conflict of interest.
• Management may not be able to successfully implement and maintain adequate internal controls over financial reporting.
• We face costs of maintaining a public listing and being a reporting company in Canada and the U.S. which could adversely affect our business, financial condition and results of operations.
• Our emerging growth company status and our smaller reporting company status allows us certain exemptions from various reporting requirements.
• We may not be able to develop and maintain lasting relationships with consumers.
• Our web presence’s visibility is not limited by geography.
• We may have increased labor costs based on union activity.
• Risks Related to Macro-Economic Conditions
• Our operations and financial condition could be adversely impacted by a material downturn in global financial conditions.
• Increased prices and inflation could negatively impact our margin performance and our financial results.
• We may be adversely affected by boycotts, civil unrest, trade disputes, and other geo-political disruptions.
• Risks Related to our Intellectual Property and Information Technology
• We may be subject to risks related to the protection and enforcement of our intellectual property rights and may become subject to allegations that we are in violation of intellectual property rights of third parties.
• We may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights.
• We are reliant on information technology systems and may be subject to damaging cyber-attacks or security breaches.