Tilray Brands Reports Unregistered Equity Sales

Ticker: TLRY · Form: 8-K · Filed: 2025-04-25T00:00:00.000Z

Sentiment: neutral

Topics: equity-sale, unregistered-securities, capital-raise

Related Tickers: TLRY

TL;DR

Tilray sold unregistered stock, potentially diluting shares.

AI Summary

On April 21, 2025, Tilray Brands, Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing indicates that the company has engaged in transactions involving the issuance of its stock without prior registration with the SEC. Specific details regarding the number of shares, price, and purchasers were not immediately available in the provided text.

Why It Matters

This filing suggests Tilray Brands may be raising capital or compensating parties through stock issuances that bypass the standard public offering process, which could impact share dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate financial pressure or be used for strategic, less transparent capital raises, potentially affecting existing shareholders.

Key Players & Entities

FAQ

What specific type of equity securities were sold?

The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type (e.g., common stock, preferred stock, warrants) in the provided text.

To whom were these unregistered equity securities sold?

The provided text does not disclose the identity of the purchasers of these unregistered equity securities.

What was the aggregate dollar amount of the unregistered equity securities sold?

The filing mentions unregistered sales of equity securities but does not provide a specific dollar amount in the text provided.

What is the purpose of these unregistered sales of equity securities?

The filing does not explicitly state the purpose behind the unregistered sales of equity securities.

When did the unregistered sales of equity securities occur?

The earliest event reported related to these sales is April 21, 2025.

From the Filing

0001140361-25-015720.txt : 20250425 0001140361-25-015720.hdr.sgml : 20250425 20250425160600 ACCESSION NUMBER: 0001140361-25-015720 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250421 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20250425 DATE AS OF CHANGE: 20250425 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 EIN: 824310622 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 25873919 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 ef20047872_8k.htm 8-K false 0001731348 0001731348 2025-04-21 2025-04-21 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 21, 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 April 9, 2025 and April 21, 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 issued an aggregate of 19,034,603 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $9.4 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 Secu

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