Tilray Brands Reports Unregistered Equity Sales

Ticker: TLRY · Form: 8-K · Filed: 2024-05-07T00:00:00.000Z

Sentiment: neutral

Topics: equity-sale, unregistered-securities, dilution-risk

Related Tickers: TLRY

TL;DR

Tilray sold unregistered equity, expect dilution.

AI Summary

Tilray Brands, Inc. filed an 8-K on May 7, 2024, reporting unregistered sales of equity securities. The filing indicates that on May 6, 2024, the company entered into a securities purchase agreement for the sale of convertible notes and warrants.

Why It Matters

This filing signals potential dilution for existing shareholders as new equity is being issued, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and uncertainty about the terms and impact on existing shareholders.

Key Players & Entities

FAQ

What type of equity securities were sold?

The filing indicates unregistered sales of equity securities, specifically convertible notes and warrants, were entered into on May 6, 2024.

Was this sale registered with the SEC?

No, the filing explicitly states 'Unregistered Sales of Equity Securities'.

What is the significance of an unregistered sale?

Unregistered sales are typically made to accredited investors and are not subject to the same registration requirements as public offerings, which can sometimes imply potential dilution or different investor types.

What is the date of the earliest event reported in this 8-K?

The earliest event reported is May 6, 2024, which is the date the company entered into the securities purchase agreement.

What is Tilray Brands' primary business?

Tilray Brands, Inc. is in the MEDICINAL CHEMICALS & BOTANICAL PRODUCTS industry, SIC code 2833.

From the Filing

0001140361-24-024630.txt : 20240507 0001140361-24-024630.hdr.sgml : 20240507 20240507070046 ACCESSION NUMBER: 0001140361-24-024630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240506 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20240507 DATE AS OF CHANGE: 20240507 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: 24919532 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 ef20028587_8k.htm 8-K false 0001731348 0001731348 2024-05-06 2024-05-06 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): May 6, 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 , ON   N8H 5L4 (Address of Principal Executive Offices,   (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, $0.0001 par value 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 3.02 Unregistered Sales of Equity Securities. Between April 24, 2024 and May 6, 2024, Tilray Brands, Inc. (the “Company”) entered into certain private debt-for-equity exchange transactions (the “Exchange Transactions”) with unrelated parties.  Pursuant to the Exchange Transactions, the Company expects to issue an aggregate of up to 15.2 million shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $24 million  aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due June 1, 2024. The shares of Common Stock issued in the Exchange Transactions were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Se

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