Tilray Brands Files 8-K: Material Agreement & Equity Sales
Ticker: TLRY · Form: 8-K · Filed: Sep 17, 2024 · CIK: 1731348
| Field | Detail |
|---|---|
| Company | Tilray Brands, Inc. (TLRY) |
| Form Type | 8-K |
| Filed Date | Sep 17, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.0001, $23,791,657 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
Tilray Brands signed a big deal and sold some stock. Details in new 8-K.
AI Summary
On September 16, 2024, Tilray Brands, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with Accession Number 0001140361-24-041261.
Why It Matters
This 8-K filing indicates significant corporate activity for Tilray Brands, including a new material agreement and equity transactions, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that warrant careful consideration.
Key Players & Entities
- Tilray Brands, Inc. (company) — Registrant
- 0001140361-24-041261 (accession_number) — Filing identifier
- September 16, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Tilray Brands, Inc. on September 16, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.
What type of equity securities were sold by Tilray Brands, Inc. under the unregistered sales of equity securities item?
The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided summary.
What are the key financial statements and exhibits included in this 8-K filing?
The filing states that financial statements and exhibits are included, but their specific content is not detailed in the summary.
What is the Commission File Number for Tilray Brands, Inc.'s filing?
The Commission File Number for Tilray Brands, Inc. is 001-38594.
What is the IRS Employer Identification Number for Tilray Brands, Inc.?
The IRS Employer Identification Number for Tilray Brands, Inc. is 82-4310622.
Filing Stats: 616 words · 2 min read · ~2 pages · Grade level 10.1 · Accepted 2024-09-17 08:27:26
Key Financial Figures
- $0.0001 — ch registered Common stock, par value $0.0001 per share TLRY The NASDAQ Global Se
- $23,791,657 — H a promissory note in the amount of USD$23,791,657 (the "Note") payable by 1974568 Ontario
Filing Documents
- ny20035852x2_8k.htm (8-K) — 29KB
- ny20035852x2_ex5-1.htm (EX-5.1) — 8KB
- ny20035852x2_ex5-1logo.jpg (GRAPHIC) — 483KB
- 0001140361-24-041261.txt ( ) — 837KB
- tlry-20240916.xsd (EX-101.SCH) — 4KB
- tlry-20240916_lab.xml (EX-101.LAB) — 21KB
- tlry-20240916_pre.xml (EX-101.PRE) — 16KB
- ny20035852x2_8k_htm.xml (XML) — 4KB
01
Item 1.01. Entry into a Material Definitive Agreement On September 16, 2024, Tilray Brands, Inc., a Delaware corporation ("Tilray"), entered into an assignment and assumption agreement (the "Assignment and Assumption Agreement") with Double Diamond Holdings Ltd. ("DDH"), an Ontario corporation, pursuant to which, among other things, Tilray acquired from DDH a promissory note in the amount of USD$23,791,657 (the "Note") payable by 1974568 Ontario Limited ("Aphria Diamond"). DDH is a joint venturer with Aphria Inc., Tilray's direct and wholly-owned subsidiary, in Aphria Diamond. As consideration for the Note, Tilray issued 13,217,588 shares of its common stock , par value $0.0001 per share (the "Consideration Shares"), to DDH.
02
Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by reference. The Consideration Shares were issued in reliance on the exemption provided by Regulation S (" Regulation S ") of the Securities Act of 1933, as amended (the "Securities Act"), which permits offers or sales of securities by Tilray outside of the United States that are not made to "U.S. Persons" or for the account or benefit of a "U.S. Person", as that term is defined in Rule 902 of Regulation S. No underwriter participated in the offer and sale of the Consideration Shares, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 5.1 Opinion of DLA Piper LLP (US). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TILRAY, INC. Dated: September 17, 2024 By: /s/ Mitchell Gendel Mitchell Gendel Global General Counsel