Tilray Brands Files 8-K for Equity Sales

Ticker: TLRY · Form: 8-K · Filed: 2024-05-01T00:00:00.000Z

Sentiment: neutral

Topics: equity-sale, definitive-agreement

TL;DR

Tilray sold unregistered equity, watch for dilution.

AI Summary

On April 30, 2024, Tilray Brands, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, previously known as Tilray, Inc., is incorporated in Delaware and operates in the medicinal chemicals and botanical products sector.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the unregistered sale of equity securities.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution and signal potential financial needs.

Key Numbers

001-38594 — SEC File Number (Identifies the company's filings with the SEC.)
82-4310622 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

Tilray Brands, Inc. (company) — Registrant
Tilray, Inc. (company) — Former company name
April 30, 2024 (date) — Date of earliest event reported
001-38594 (other) — SEC File Number
82-4310622 (other) — IRS Employer Identification No.

FAQ

What type of agreement was entered into by Tilray Brands, Inc. on April 30, 2024?

Tilray Brands, Inc. entered into a material definitive agreement related to unregistered sales of equity securities.

What was Tilray Brands, Inc.'s former name?

Tilray Brands, Inc.'s former name was Tilray, Inc.

In which jurisdiction is Tilray Brands, Inc. incorporated?

Tilray Brands, Inc. is incorporated in Delaware.

What is the SIC code for Tilray Brands, Inc.?

The SIC code for Tilray Brands, Inc. is 2833, which corresponds to MEDICINAL CHEMICALS & BOTANICAL PRODUCTS.

What is the principal executive office address of Tilray Brands, Inc.?

The address of the principal executive offices is 265 Talbot Street West, Leamington, Ontario, Canada, N8H 4H3.

From the Filing

0001140361-24-023601.txt : 20240501 0001140361-24-023601.hdr.sgml : 20240501 20240501070144 ACCESSION NUMBER: 0001140361-24-023601 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240430 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: 20240501 DATE AS OF CHANGE: 20240501 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: 24900016 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 ny20028042x2_8k.htm FORM 8-K false 0001731348 NASDAQ 0001731348 2024-04-30 2024-04-30 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): April 30, 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 April 30, 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$10,883,496 (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