Tilray Brands Reports Material Agreement, Unregistered Equity Sales

TL;DR

**TLRY just sold more stock, expect dilution.**

AI Summary

Tilray Brands, Inc. filed an 8-K on January 10, 2024, reporting an event on January 9, 2024, related to an entry into a material definitive agreement and unregistered sales of equity securities. This filing indicates potential dilution for existing shareholders due to the issuance of new shares, which could impact the stock price (TLRY) and the value of current holdings.

Why It Matters

This filing signals potential dilution for existing Tilray shareholders, as new equity has been sold without registration, which could put downward pressure on the stock price.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities introduces dilution risk for current shareholders, potentially impacting the stock's value.

Analyst Insight

A smart investor would closely monitor Tilray's stock performance and look for further details on the material definitive agreement and the terms of the unregistered equity sales to assess the full impact of potential dilution.

Key Players & Entities

• Tilray Brands, Inc. (company) — the registrant filing the 8-K
• 001-38594 (other) — Commission File Number for Tilray Brands, Inc.
• 82-4310622 (other) — IRS Employer Identification No. for Tilray Brands, Inc.
• TLRY (other) — Trading Symbol for Tilray Brands, Inc. Common Stock
• The NASDAQ Global Select Market (other) — exchange where Tilray Brands, Inc. Common Stock is registered

Forward-Looking Statements

• Tilray's stock price (TLRY) will experience downward pressure due to the dilution from unregistered equity sales. (TLRY) — medium confidence, target: Q1 2024

FAQ

From the Filing

0001140361-24-001605.txt : 20240110 0001140361-24-001605.hdr.sgml : 20240110 20240110061609 ACCESSION NUMBER: 0001140361-24-001605 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20240109 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240110 DATE AS OF CHANGE: 20240110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tilray Brands, Inc. CENTRAL INDEX KEY: 0001731348 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 824310622 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 24524814 BUSINESS ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 519.322.8800 MAIL ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: Tilray, Inc. DATE OF NAME CHANGE: 20180213 8-K 1 ny20018394x2_8k.htm 8-K false 0001731348 0001731348 2024-01-09 2024-01-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware   001-38594   82-4310622 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 265 Talbot Street West , Leamington , Ontario , Canada, N8H 4H3 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 844 ) 845-7291 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock, par value $0.0001 per share   TLRY   The NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement On January 9, 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$26,134,500.00 (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 conside