Tilray Brands Files 8-K with Material Agreements
Ticker: TLRY · Form: 8-K · Filed: May 17, 2024 · CIK: 1731348
| Field | Detail |
|---|---|
| Company | Tilray Brands, Inc. (TLRY) |
| Form Type | 8-K |
| Filed Date | May 17, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $250,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 8-K, material-agreement, financial-statements
TL;DR
Tilray Brands filed an 8-K on May 17th, reporting material agreements and financial exhibits.
AI Summary
On May 17, 2024, Tilray Brands, Inc. filed an 8-K report. The filing indicates a material definitive agreement and includes financial statements and exhibits. The company, formerly known as Tilray, Inc., is incorporated in Delaware and headquartered in Leamington, Ontario, Canada.
Why It Matters
This filing signals significant business developments or contractual changes for Tilray Brands, Inc., which could impact its financial performance and strategic direction.
Risk Assessment
Risk Level: low — This is a routine regulatory filing (8-K) that primarily reports on material agreements and financial statements, not a direct announcement of significant financial distress or major strategic shifts.
Key Players & Entities
- Tilray Brands, Inc. (company) — Registrant
- Tilray, Inc. (company) — Former company name
- May 17, 2024 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- Leamington, Ontario, Canada (location) — Principal executive offices
FAQ
What is the primary purpose of this 8-K filing for Tilray Brands, Inc.?
The primary purpose of this 8-K filing is to report the entry into a material definitive agreement and to include financial statements and exhibits.
When was this 8-K report filed by Tilray Brands, Inc.?
This 8-K report was filed on May 17, 2024.
What was Tilray Brands, Inc.'s former name?
Tilray Brands, Inc.'s former name was Tilray, Inc.
In which state is Tilray Brands, Inc. incorporated?
Tilray Brands, Inc. is incorporated in Delaware.
Where are Tilray Brands, Inc.'s principal executive offices located?
Tilray Brands, Inc.'s principal executive offices are located at 265 Talbot Street West, Leamington, Ontario, Canada.
Filing Stats: 1,056 words · 4 min read · ~4 pages · Grade level 12.6 · Accepted 2024-05-17 08:00:18
Key Financial Figures
- $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TLRY The NASDAQ
- $250,000,000 — ng an aggregate offering price of up to $250,000,000 from time to time through the Agents, a
Filing Documents
- ny20029327x2_8k.htm (8-K) — 29KB
- ny20029327x2_ex1-1.htm (EX-1.1) — 327KB
- ny20029327x2_ex5-1.htm (EX-5.1) — 8KB
- ny20029327x2_ex99-1.htm (EX-99.1) — 12KB
- ny20029327x2_ex5-1logo.jpg (GRAPHIC) — 72KB
- ny20029327x2_ex99-1image01.jpg (GRAPHIC) — 443KB
- 0001140361-24-026595.txt ( ) — 1289KB
- tlry-20240517.xsd (EX-101.SCH) — 4KB
- tlry-20240517_lab.xml (EX-101.LAB) — 21KB
- tlry-20240517_pre.xml (EX-101.PRE) — 16KB
- ny20029327x2_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On May 17, 2024 , Tilray Brands, Inc. (the " Company " or " Tilray ") entered into an equity distribution agreement (the " Equity Distribution Agreement ") with TD Securities (USA) LLC and Jefferies LLC (each, an " Agent " and together, the "Agents"), pursuant to which the Company may offer and sell shares of the Company's common stock, par value US$0.0001 per share (the " Common Stock "), having an aggregate offering price of up to $250,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals. Sales of the Common Stock, if any, under the Equity Distribution Agreement will be made by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, but not limited to, sales made directly on or through The Nasdaq Global Select Market or any other existing trading market for the Common Stock. The Company has no obligation to sell any of the Common Stock and may at any time suspend offers under the Equity Distribution Agreement or terminate the Equity Distribution Agreement. The offering of shares of Common Stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Equity Distribution Agreement or (ii) termination of the Equity Distribution Agreement in accordance with its terms. from time to time, as the sales agents, based upon the Company's instructions. The Company may sell shares of its Common Stock through only one Agent on any particular trading day. No sales of the Common Stock under the Equity Distribution Agreement will be made in Canada, to anyone known by the Agents to be a resident of Canada or over or through the facilities of the T
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 1.1 Equity Distribution Agreement, dated as of May 17, 2024, by and among Tilray Brands, Inc. and TD Securities (USA) LLC and Jefferies LLC. 5.1 Opinion of DLA Piper LLP (US) 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1) 99.1 Press Release of Tilray Brands, Inc., dated May 17, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tilray Brands, Inc. Date: May 17, 2024 By: /s/ Mitchell Gendel Mitchell Gendel Global General Counsel