Tilray Brands Reports Unregistered Equity Sales

Ticker: TLRY · Form: 8-K · Filed: 2025-02-06T00:00:00.000Z

Sentiment: neutral

Topics: unregistered-sales, equity-securities, sec-filing

Related Tickers: TLRY

TL;DR

Tilray sold unregistered equity, watch for dilution.

AI Summary

Tilray Brands, Inc. filed an 8-K on February 6, 2025, reporting unregistered sales of equity securities as of January 31, 2025. The filing indicates that the company engaged in transactions involving equity securities that were not registered with the SEC.

Why It Matters

This filing signals potential dilution for existing shareholders if new shares are issued without a public offering. Investors should monitor the terms and impact of these unregistered sales.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and may indicate the company is raising capital through non-public means, which can carry specific risks.

Key Players & Entities

FAQ

What type of equity securities were sold in the unregistered offering?

The filing does not specify the exact type of equity securities sold, only that they were unregistered.

Were these sales part of a private placement or another exemption from registration?

The filing indicates 'Unregistered Sales of Equity Securities' but does not detail the specific exemption relied upon.

What is the total number of shares or the aggregate value of the unregistered equity sold?

The filing does not provide specific figures for the number of shares or the dollar amount of the unregistered equity sold.

Who were the purchasers of these unregistered equity securities?

The filing does not disclose the identity of the purchasers of the unregistered equity securities.

Does this filing imply any immediate impact on Tilray Brands' outstanding share count?

While the filing reports unregistered sales, it does not specify if these sales have been completed or if they will immediately impact the outstanding share count.

From the Filing

0001140361-25-003428.txt : 20250206 0001140361-25-003428.hdr.sgml : 20250206 20250206160538 ACCESSION NUMBER: 0001140361-25-003428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250131 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20250206 DATE AS OF CHANGE: 20250206 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: 25597359 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 ef20042764_8k.htm 8-K false 0001731348 0001731348 2025-01-31 2025-01-31 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 31, 2025 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 January 28, 2025 and February 5, 2025, 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 21 million shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $22 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 1, 2027. 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 Section 3(a)(9) of the Sec

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