Tilray Brands Files 8-K: Material Agreement & Equity Sales

Ticker: TLRY · Form: 8-K · Filed: 2024-09-17T00:00:00.000Z

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

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.

From the Filing

0001140361-24-041261.txt : 20240917 0001140361-24-041261.hdr.sgml : 20240917 20240917082726 ACCESSION NUMBER: 0001140361-24-041261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240916 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: 20240917 DATE AS OF CHANGE: 20240917 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: 241302640 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 ny20035852x2_8k.htm FORM 8-K false 0001731348 0001731348 2024-09-16 2024-09-16 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): September 16, 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 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 t

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