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| LEI | 549300Y4V60733TO1478 |
| CIK | 1731348 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tilray Brands, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC. |
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| July 29, 2025 |
Description of Securities of the Registrant EXHIBIT 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entirely by r |
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| July 29, 2025 |
Policy for Recovery of Erroneously Awarded Incentive Compensation EXHIBIT 97.1 TILRAY BRANDS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Effective Date of Policy: September 13, 2023) 1. INTRODUCTION Tilray Brands, Inc., a Delaware corporation (the “Company”), is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as d |
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| July 29, 2025 |
EXHIBIT 10.23 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2026 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 16, 2025, in an amount equal to $[] (the “ |
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| July 29, 2025 |
Subsidiaries of Tilray Brands Inc. Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation 10 Barrel Brewing Idaho, LLC (US-ID) 10 Barrel Brewing, LLC (US-OR) 1197879 B.C. Ltd. (CA-BC) 14U Pharma GMBH Germany 2618351 Ontario Limited (CA-ON) 2656751 Ontario Limited (CA-ON) 2787643 Ontario Inc. (CA-ON) 48North Amalco Ltd. (CA-ON) 48North Cannabis Corporation Canadian 5048963 Ontario Inc. (CA-ON) 5054220 |
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| July 29, 2025 |
Insider Trading and Trading Window Policy EXHIBIT 19 Tilray, Inc. INSIDER TRADING AND TRADING WINDOW POLICY As Amended BY THE BOARD OF DIRECTORS (2021) I. Introduction This policy determines acceptable transactions in the securities of Tilray, Inc. (the “Company”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is no |
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| July 29, 2025 |
Fifth Amendment to Credit Agreement, dated as of July 25, 2025. EXHIBIT 10.20 Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). The omitted information is not material and is the type that the registrant treats as private or confidential. The Company agrees to furnish an unredacted copy to the SEC upon its request. [***] indicates that information has been omitted. FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH |
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| July 28, 2025 |
EXHIBIT 99.1 Tilray Brands Reports Fourth Quarter and Fiscal 2025 Financial Results Fiscal Year Net Revenue of $821 Million, $834 Million in Constant Currency, Strategic Decisions Impacted Revenue by $35 Million Q4 Consolidated Adjusted EBITDA is the 2nd Highest in the Company’s History International Cannabis Revenue Increased 71% in Q4 and 19% for the Fiscal Year; Canadian Cannabis Remained #1 by |
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| July 28, 2025 |
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): July 28, 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 |
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| June 23, 2025 |
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): June 16, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I |
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| June 10, 2025 |
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): June 10, 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 |
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| April 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| April 25, 2025 |
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 |
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| April 17, 2025 |
EXHIBIT 99.1 Tilray Brands Announces Proposed Reverse Stock Split and Corresponding Special Meeting of Stockholders NEW YORK and LEAMINGTON, ON – April 17, 2025 – Tilray Brands, Inc. (“Tilray” or “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of beverage, cannabis and wellness industries, today announced a special meeting of stockholde |
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| April 17, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 17, 2025 |
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 17, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| April 8, 2025 |
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 8, 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 |
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| April 8, 2025 |
EXHIBIT 99.1 Tilray Brands Reports Q3 Fiscal 2025 Financial Results Tilray Confirms No Current Impact of Tariffs Generated Net Revenue of $186 Million in the Third Quarter, $193 Million in Constant Currency; Strategic Initiatives and SKU Rationalization Impacted Revenue by $13 Million Tilray Beverage Expands U.S. Distribution of Hemp-Derived THC Drinks Across 10 States, Increases Project 420 Cost |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| March 25, 2025 |
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): March 25, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| March 10, 2025 |
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): March 4, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I |
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| February 26, 2025 |
EXHIBIT 10.1 CREDIT AGREEMENT APHRIA DIAMOND INC. as Borrower - and - APHRIA INC. AND DOUBLE DIAMOND HOLDINGS LTD. as Limited Recourse Guarantors -and- TILRAY BRANDS, INC. as Limited Guarantor -and- EACH OF THE SUBSIDIARIES OF THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO AS GUARANTORS, AND EACH ADDITIONAL SUBSIDIARY OF THE BORROWER PARTY HERETO FROM TIME TO TIME AS A GUARANTOR collectivel |
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| February 26, 2025 |
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): February 21, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| February 7, 2025 |
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): February 5, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| February 6, 2025 |
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 Fi |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| January 10, 2025 |
Promissory note in the amount of $23,791,657 payable by Aphria Diamond Inc. EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $23,791,657 Due: On Demand FOR VALUE RECEIVED the undersigned, Aphria Diamond Inc. (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $23,791,657 without interest, ON DEMAND. The Corporation may at a |
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| January 10, 2025 |
EXHIBIT 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. December 19, 2024 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Tilr |
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| January 10, 2025 |
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 10, 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 Fi |
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| January 10, 2025 |
EXHIBIT 99.1 Tilray Brands Reports Q2 2025 Financial Results Gross Profit Increased by 29% Year-Over-Year, Reaching $61 Million in Q2 with Growth Across All Four Business Segments Achieved 9% Year-Over-Year Growth, Generating Record Q2 Net Revenue of $211 Million, 10% in Constant Currency Beverage Revenue Increase by 36%, International Cannabis by 25%, Wellness Segment by 13% Announces Project 420 |
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| December 19, 2024 |
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): December 19, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| December 13, 2024 |
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): December 8, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| December 2, 2024 |
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): December 2, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 21, 2024 |
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): November 21, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| November 6, 2024 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NABIL SALAMA, individually and on behalf of all others similarly situated, Plaintiff, v. IRWIN D. SIMON, JODI BUTTS, DAVID CLANACHAN, JOHN M. HERHALT, DAVID HOPKINSON, THOMAS LOONEY, RENAH PERSOFSKY, and TILRAY BRANDS, INC., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- - VERIFIED STOCKHOLDER CLASS ACTION COMPLAINT Plaintiff N |
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| November 6, 2024 |
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): November 6, 2024 (October 31, 2024) Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporat |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 6, 2024 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NABIL SALAMA, individually and on behalf of all others similarly situated, Plaintiff, v. IRWIN D. SIMON, JODI BUTTS, DAVID CLANACHAN, JOHN M. HERHALT, DAVID HOPKINSON, THOMAS LOONEY, RENAH PERSOFSKY, and TILRAY BRANDS, INC., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- - VERIFIED STOCKHOLDER CLASS ACTION COMPLAINT Plaintiff N |
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| November 1, 2024 |
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): October 30, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| November 1, 2024 |
Fourth Amendment and Consent to Credit Agreement, dated as of October 30, 2024 EXHIBIT 10.1 FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2024 (“Fourth Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among AMERICAN BEVERAGE CRAFTS GROUP, INC. (formerly known as Four Twenty Corporation), a Delaware corporation (the “Borrower”), the Guarantors |
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| October 10, 2024 |
Promissory note in the amount of $8,057,622 payable by 1974568 Ontario Limited. EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,057,622 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $$8,057,622 without interest, ON DEMAND. The Corporation may |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| October 10, 2024 |
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): October 10, 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 Fi |
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| October 10, 2024 |
Form of 2023 EBITDA PSU Equity Incentive Award. EXHIBIT 10.4 FORM OF TILRAY BRANDS, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2023 EBITDA PERFORMANCE AWARD) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restri |
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| October 10, 2024 |
EXHIBIT 99.1 Tilray Brands Reports Q1 2025 Financial Results Tilray Achieves 13% Year-Over-Year Growth, Generating Record Q1 Net Revenue of $200 Million Q1 Gross Margin Increases Over 500 Basis Points, Representing 20% Year-Over-Year Growth Tilray Beverages Achieves 132% Net Revenue Growth, Tilray Alternative Beverages Launched in October to Fuel Key U.S. Markets with Hemp-Derived Delta-9 THC Prod |
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| October 10, 2024 |
Promissory note in the amount of $23,791,657 payable by Aphria Diamond Inc EXHIBIT 10.2 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $23,791,657 Due: On Demand FOR VALUE RECEIVED the undersigned, Aphria Diamond Inc. (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $23,791,657 without interest, ON DEMAND. The Corporation may at a |
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| October 10, 2024 |
Amended and Restated 2024 Form of Executive Retention Agreement EXHIBIT 10.1 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 August 15, 2024 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2025 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 16, 2024, in an amount equa |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 17, 2024 |
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 |
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| September 17, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 Tilray Brands, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date |
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| September 17, 2024 |
13,217,588 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 13,217,588 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 13,217,588 shares of our common stock, par value $0.0001 per share (“Common Stock”), |
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| July 30, 2024 |
2024 Form of Executive Retention Agreement EXHIBIT 10.32 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 July 29, 2024 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2025 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 15, 2024, in an amount equal |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC. |
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| July 30, 2024 |
Policy for Recovery of Erroneously Awarded Incentive Compensation EXHIBIT 97.1 TILRAY BRANDS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Effective Date of Policy: September 13, 2023) 1. INTRODUCTION Tilray Brands, Inc., a Delaware corporation (the “Company”), is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as d |
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| July 30, 2024 |
Subsidiaries of Tilray Brands Inc. Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation Natura Naturals Inc. British Columbia, Canada Tilray Brands, Inc. Delaware, United States Manitoba Harvest USA LLC Delaware, United States Tilray Canada Ltd. British Columbia, Canada Dorada Ventures Ltd. British Columbia, Canada FHF Holdings Ltd. British Columbia, Canada High Park Farms Ltd. British Columbia, Ca |
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| July 30, 2024 |
Insider Trading and Trading Window Policy EXHIBIT 19 Tilray, Inc. INSIDER TRADING AND TRADING WINDOW POLICY As Amended BY THE BOARD OF DIRECTORS (2021) I. Introduction This policy determines acceptable transactions in the securities of Tilray, Inc. (the “Company”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is no |
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| July 30, 2024 |
Description of Securities of the Registrant EXHIBIT 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entirely by r |
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| July 29, 2024 |
EXHIBIT 99.1 Tilray Brands Reports Record Financial Results, Achieves 26% Net Revenue Growth Record Fiscal 2024 Gross Profit Reduced Net Convertible Debt by ~$300 Million in Fiscal 2024 Fiscal 2024 Net Revenue Reaches $789 Million, Led by Cannabis Net Revenue of $273 Million and Beverage-Alcohol Net Revenue of $202 Million Successfully Executing on Diversified Lifestyle Business Strategy; Tilray C |
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| July 29, 2024 |
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): July 29, 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 |
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| May 17, 2024 |
Exhibit 99.1 TILRAY BRANDS ANNOUNCES AT-THE-MARKET PROGRAM TO FUND STRATEGIC AND ACCRETIVE ACQUISITIONS AND ACCELERATE EXPANSION PLAN UPON U.S. CANNABIS RESCHEDULING WHEN EFFECTIVE LEAMINGTON, ON – May 17, 2024 — Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (Nasdaq | TSX: TLRY), a leading global lifestyle and consumer packaged goods company inspiring and empowering the worldwide communit |
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| May 17, 2024 |
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 17, 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 N |
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| May 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Tilray Brands, Inc. |
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| May 17, 2024 |
Exhibit 1.1 EQUITY DISTRIBUTION AGREEMENT May 17, 2024 TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Tilray Brands, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through TD Securities (USA) LLC and Je |
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| May 17, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To Prospectus dated October 7, 2022) Up to $250,000,000 Tilray Brands, Inc. Common Stock This prospectus supplement amends and supplements the prospectus filed October 7, 2022. This prospectus supplement should be read together with the accompanying prospectus, which is to be delivered with this |
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| May 14, 2024 |
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 14, 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 N |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 14, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation |
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| May 7, 2024 |
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 Nu |
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| May 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| May 1, 2024 |
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 |
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| May 1, 2024 |
6,148,868 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 6,148,868 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 6,148,868 shares of our common stock, par value $0.0001 per share (“Common Stock”), he |
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| April 9, 2024 |
Form of 2024 EBITDA Performance Award. EXHIBIT 10.4 TILRAY BRANDS, INC. Performance Stock Award Grant Notice (2024 EBITDA Performance Award) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray Brands, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Performance Stock Award in the amount set forth below, which represents a contingent right |
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| April 9, 2024 |
Promissory note in the amount of $26,134,500 payable by 1945689 Ontario Limited. EXHIBIT 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $26,134,500 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $26,134,500 without interest, ON DEMAND. The Corporation may |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| April 9, 2024 |
EXHIBIT 10.5 THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2024 (“Third Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among AMERICAN BEVERAGE CRAFTS GROUP, INC. (formerly known as Four Twenty Corporation), a Delaware corporation (the “Borrower”), the Guarantors identified on th |
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| April 9, 2024 |
EXHIBIT 10.6 AMENDED AND RESTATED CREDIT AGREEMENT 1974568 ONTARIO LIMITED O/A APHRIA DIAMOND (prior to the Amalgamation) and APHRIA DIAMOND INC. (upon the effectiveness of the Amalgamation) as Borrower - and - APHRIA INC. as a Limited Recourse Guarantor -and- TILRAY BRANDS, INC. as Limited Guarantor -and- EACH OF THE SUBSIDIARIES OF THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO AS GUARANT |
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| April 9, 2024 |
EXHIBIT 99.1 Tilray Brands, Inc. Reports Q3 Fiscal 2024 Financial Results Achieved Net Revenue of $188 Million, ~ 30% Net Revenue Growth Over the Prior Year Quarter Beverage-Alcohol Net Revenue Increases 165% Over the Prior Year Quarter, 5th Largest Craft Beer Brewer in the U.S.1 with 4.5% Craft Beer Market Share Global Cannabis Net Revenue Increases 33% with International Cannabis Growth of 44% O |
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| April 9, 2024 |
EXHIBIT 10.1 FOURTH AMENDED AND RESTATED WHOLESALE CANNABIS SUPPLY AGREEMENT This Third Amended and Restated Wholesale Cannabis Supply Agreement is entered into and effective as of September 1, 2023; BETWEEN 1974568 ONTARIO LIMITED of the Municipality of Leamington in the Province of Ontario (“Aphria Diamond”), - and - APHRIA INC. of the Municipality of Leamington in the Province of Ontario (the “ |
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| April 9, 2024 |
EXHIBIT 10.2 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT dated as of January 5, 2024 (this “Waiver”) is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “A |
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| April 9, 2024 |
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 9, 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 |
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| February 16, 2024 |
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): February 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 F |
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| February 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| February 16, 2024 |
1,241,372 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,241,372 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,241,372 shares of our common stock, par value $0.0001 per share (“Common Stock”), he |
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| February 6, 2024 |
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, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| January 10, 2024 |
12,386,019 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 12,386,019 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 12,386,019 shares of our common stock, par value $0.0001 per share (“Common Stock”), |
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| January 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| January 10, 2024 |
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 9, 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 Fil |
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| January 9, 2024 |
EXHIBIT 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. November 30, 2023 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Til |
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| January 9, 2024 |
EXHIBIT 99.1 Tilray Brands Delivers Record Q2 Fiscal 2024 Net Revenue Record Q2 Net Revenue of $194 Million, Increases 34% Over the Prior Year Period Global Cannabis Leader with #1 Market Share in Canada and 31% Growth in Canadian Cannabis Net Revenue, Medical Cannabis Leader in Europe with 55% Growth in International Cannabis Net Revenue 5th Largest Craft Beer Brewer in the U.S.1, Positioned to B |
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| January 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 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 Fil |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| January 9, 2024 |
EXHIBIT 10.2 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT dated as of January 5, 2024 (this “Waiver”) is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “A |
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| January 9, 2024 |
EXHIBIT 10.1 FOURTH AMENDED AND RESTATED WHOLESALE CANNABIS SUPPLY AGREEMENT This Third Amended and Restated Wholesale Cannabis Supply Agreement is entered into and effective as of September 1, 2023; BETWEEN 1974568 ONTARIO LIMITED of the Municipality of Leamington in the Province of Ontario (“Aphria Diamond”), - and - APHRIA INC. of the Municipality of Leamington in the Province of Ontario (the “ |
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| December 21, 2023 |
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): December 15, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| November 22, 2023 |
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): November 21, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| October 13, 2023 |
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): October 13, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| October 13, 2023 |
201,995 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 201,995 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 201,995 shares of our common stock, par value $0.0001 per share (“Common Stock”), held by th |
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| October 4, 2023 |
Promissory note in the amount of $8,057,622 payable by 1974568 Ontario Limited. EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,057,622 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $$8,057,622 without interest, ON DEMAND. The Corporation may |
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| October 4, 2023 |
EXHIBIT 99.1 Tilray Brands Reports Q1 2024 Financial Results Record Q1 Net Revenue of $177 Million, Representing 15% Growth Year over Year Increased #1 Cannabis Market Share Position in Canada to 13.4% Grew Canadian Cannabis Revenue by 16.5% and International Cannabis Revenue by 37% With Closing of Acquisition of Eight Craft Beer and Beverage Brands, Creating 5th Largest U.S. Craft Beer Brewer wit |
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| October 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| October 4, 2023 |
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 29, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission |
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| October 4, 2023 |
1,371,157 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,371,157 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,371,157 shares of our common stock, par value $0.0001 per share (“Common Stock”), held b |
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| October 4, 2023 |
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): October 4, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| October 4, 2023 |
Form of 2023 EBITDA PSU Equity Incentive Award. EXHIBIT 10.4 FORM OF TILRAY BRANDS, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2023 EBITDA PERFORMANCE AWARD) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restri |
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| October 2, 2023 |
EXHIBIT 10.1 FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENT This First Amendment to Securities and Asset Purchase Agreement (this “Amendment”) is made and entered into as of September 29, 2023, by and among TILRAY BEVERAGES, LLC, a Delaware limited liability company (the “Buyer”), Tilray Brands, Inc., a Delaware corporation (“Parent”), AMERICAN BEVERAGE CRAFTS, LLC, a Delaware limited |
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| October 2, 2023 |
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): October 2, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| October 2, 2023 |
EXHIBIT 10.2 SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 29, 2023 (“Second Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified o |
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| October 2, 2023 |
EXHIBIT 99.1 TILRAY BRANDS CLOSES TRANSACTION ACQUIRING EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH; SOLIDIFIES LEADERSHIP POSITION IN U.S. CRAFT BEER MARKET Tilray Now Holds 5%[1] of U.S. Craft Beer Market Share and Becomes 5th[2] Largest Craft Brewer in the Country, #1 Craft Brewer in the Pacific Northwest, #4 in the Southeast, and 5th in the Northeast Tilray Successfully Executes Diversifi |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for U |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 22, 2023 |
As filed with the Securities and Exchange Commission on September 22 2023 As filed with the Securities and Exchange Commission on September 22 2023 Registration Statement No. |
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| September 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc. |
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| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Us |
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| September 1, 2023 |
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): August 31, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 1, 2023 |
Exhibit 10.1 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Published CUSIP Number: 35104QAA1 Revolving Facility CUSIP: 35104QAB9 Term Facility CUSIP: 35104QAC7 Delayed Draw Term Loan Facility CUSIP: 35104QAD5 CREDIT AGREEM |
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| August 7, 2023 |
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): August 7, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| August 7, 2023 |
EXHIBIT 99.1 TILRAY BRANDS ANNOUNCES AGREEMENT TO ACQUIRE EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH, FUELING TILRAY’S FUTURE IN THE U.S. CRAFT BEER INDUSTRY Acquisition is Expected to Position Tilray as the 5th[1] Largest Craft Beer Brewer in the U.S. with 5%[2] Craft Beer Market Share Pro Forma Revenue for Tilray’s Fast-Growing and Profitable U.S. Beverage Alcohol Portfolio Combined with A |
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| August 7, 2023 |
EXHIBIT 10.1 SECURITIES AND ASSET PURCHASE AGREEMENT by and among ANHEUSER-BUSCH COMPANIES, LLC, CRAFT USA HOLDINGS, LLC, CRAFT BREW ALLIANCE, INC., ANHEUSER-BUSCH, LLC, TILRAY BEVERAGES, LLC, TILRAY BRANDS, INC. and ANHEUSER-BUSCH, LLC, IN ITS CAPACITY AS THE SELLERS’ REPRESENTATIVE Dated as of August 7, 2023 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE................................. 2 Se |
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| July 26, 2023 |
Description of Securities of the Registrant Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our Class 2 common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entir |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC. |
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| July 26, 2023 |
Exhibit 99.4 APPENDIX “A” UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF TILRAY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 10, 2023, amended June 1, 2023, Tilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”), entered into an Arrangement Agreement, under which Tilray acquired, by way of court-approved plan of arrangement (the “Arrangement”), all the issu |
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| July 26, 2023 |
Subsidiaries of Tilray Brands Inc. Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation Natura Naturals Inc. British Columbia, Canada Tilray, Inc. Delaware, United States Manitoba Harvest USA LLC Delaware, United States Tilray Canada Ltd. British Columbia, Canada Dorada Ventures Ltd. British Columbia, Canada FHF Holdings Ltd. British Columbia, Canada High Park Farms Ltd. British Columbia, Canada Ti |
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| July 26, 2023 |
EXHIBIT 99.1 Tilray Brands Reports Record Q4 Financial Results Record Q4 Net Revenue of $184 Million, Representing 20% Growth Year over Year, $627 Million of Net Revenue for FY2023; On a Constant Currency Basis, FY2023 Net Revenue Grew 6% to $668 Million $8 Million of Net Cash from Operating Activities Generated for FY2023, Achieved Nearly $200 Million Improvement in Adjusted Free Cash Flow Compar |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) |
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| July 26, 2023 |
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): July 26, 2023 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 |
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| June 30, 2023 |
5,004,735 Shares Tilray Brands, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 5,004,735 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 5,004,735 shares of our common stock, par value $0.0001 per share (“Common Stock”), held b |
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| June 30, 2023 |
Acknowledgment, dated June 27, 2023, by and between 1974568 Ontario Limited and Bank of Montreal ACKNOWLEDGMENT TO: 1974568 ONTARIO LIMITED (the “Borrower”) RE: Amended and Restated credit agreement made between, inter alios, the Borrower, the Lenders party thereto from time to time, and Bank of Montreal, as Agent, dated as of November 28, 2022, as further amended, restated supplemented or otherwise modified up to the date hereof (“Credit Agreement”) DATED: June 27th, 2023 RECITALS: A. |
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| June 30, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| June 30, 2023 |
CREDIT AGREEMENT dated as of June 30, 2023 among FOUR TWENTY CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N. |
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| June 30, 2023 |
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): June 30, 2023 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 |
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| June 30, 2023 |
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): June 30, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I |
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| June 22, 2023 |
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. Exhibit 4.16 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario (hereinafter called the “Warrant Age |
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| June 22, 2023 |
Exhibit 4.8 TILRAY BRANDS, INC. and HEXO CORP. and COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of September 23, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE THIS THIRD SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: HEXO CORP., a corporation existing under the laws of the Province o |
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| June 22, 2023 |
HEXO Omnibus Long-Term Incentive Plan Exhibit 99.1 HEXO CORP. OMNIBUS LONG-TERM INCENTIVE PLAN Amended and Restated on March 12, 2021 TABLE OF CONTENTS ARTICLE 1 — DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 — PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 5 Section 2.1 Purpose of the Plan 5 Section 2.2 Implementation and Administration of the Plan 6 Section 2.3 Eligible Participants 6 Section 2.4 Shares Subject to t |
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| June 22, 2023 |
Exhibit 99.1 TILRAY BRANDS COMPLETES ACCRETIVE ACQUISITION OF HEXO CORP. LEADING THE NEXT EVOLUTION OF CANADIAN CANNABIS Creates Canada’s Largest Cannabis Company by Revenue and Increases Tilray’s #1 Leading Cannabis Share by 44% with ~13% Pro Forma Market Share Accelerates Realization of Operating and Cost Synergies in Excess of US$27 Million Solidifies Tilray’s Position as the Leader in Cannabis |
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| June 22, 2023 |
Tilray Brands, Inc. Up to 1,471,295 Shares of Common Stock Underlying Warrants TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) Tilray Brands, Inc. Up to 1,471,295 Shares of Common Stock Underlying Warrants This prospectus supplement supplements our prospectus dated October 7, 2022, and relates to the issuance and sale of up to 1,471,295 shares of our common stock, par value $0.0001 p |
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| June 22, 2023 |
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. Exhibit 4.12 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario (hereinafter called the “Warrant Age |
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| June 22, 2023 |
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. Exhibit 4.14 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario (hereinafter called the “Warrant Age |
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| June 22, 2023 |
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): June 22, 2023 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 |
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| June 22, 2023 |
THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. Exhibit 4.18 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario (hereinafter called the “Warrant Age |
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| June 22, 2023 |
As filed with the Securities and Exchange Commission on June 22, 2023 As filed with the Securities and Exchange Commission on June 22, 2023 Registration Statement No. |
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| June 22, 2023 |
Zenabis Omnibus Incentive Plan Exhibit 99.3 OMNIBUS INCENTIVE PLAN ZENABIS GLOBAL INC. OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 5 ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 6 Section 2.1 Purpose of the Plan 6 Section 2.2 Implementation and Administration of the Plan 6 Section 2.3 Participation in this Plan 7 Section 2.4 Sha |
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| June 22, 2023 |
Exhibit 4.4 TILRAY BRANDS, INC. and HEXO CORP. and COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of June 25, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE THIS THIRD SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: HEXO CORP., a corporation existing under the laws of the Province of Onta |
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| June 22, 2023 |
Exhibit 4.1 48NORTH CANNABIS CORP. and HEXO CORP. and TILRAY BRANDS, INC. and COMPUTERSHARE TRUST COMPANY OF CANADA SECOND SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of April 2, 2019 SECOND SUPPLEMENTAL WARRANT INDENTURE THIS SECOND SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: 48NORTH CANNABIS CORP., a company existing under the laws |
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| June 22, 2023 |
Hydropothecary Corporation Stock Option Plan Exhibit 99.2 THE HYDROPOTHECARY COPRORATION 2014 STOCK OPTION PLAN This Plan (as defined below) has been adopted by the directors of the Corporation (as defined below) in connection with its initial public offering and listing of its common shares on the Exchange (as defined below) pursuant to the Capital Pool Company (“CPC”) program of the Exchange as governed by their Policy 2.4 (“Policy 2.4”). |
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| June 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Tilray Brands, Inc. |
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| June 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc. |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 25, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation |
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| June 2, 2023 |
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): June 1, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of In |
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| June 2, 2023 |
Waiver and Amendment Agreement, dated as of June 1, 2023, by and between Tilray and HEXO. EXHIBIT 10.1 June 1, 2023 To: HEXO Corp. Ladies and Gentlemen: RE: Amendment to the Letter Agreement Dated April 10, 2023 providing for the waiver and amendment of certain covenants under the Amended and Restated Senior Secured Convertible Note due 2026 (the “Waiver and Amendment Agreement”) Reference is made to (i) the Waiver and Amendment Agreement, (ii) that certain Amended and Restated Senior |
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| June 2, 2023 |
Arrangement Agreement Amendment, dated as of June 1, 2023, by and between Tilray and HEXO. EXHIBIT 10.2 ARRANGEMENT AGREEMENT AMENDMENT THIS AMENDMENT (this “Amendment”) is made as of June 1, 2023. BETWEEN: TILRAY BRANDS, INC., a corporation existing under the laws of the State of Delaware (the “Purchaser”) AND: HEXO CORP., a corporation existing under the laws of the Province of Ontario (the “Company”, and together with the Purchaser, the “Parties”). WHEREAS: A. On April 10, 2023, the |
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| May 31, 2023 |
Exhibit 4.1 Execution Version TILRAY BRANDS, INC. Issuer and Computershare Trust Company, N.A., Trustee INDENTURE Dated as of May 31, 2023 Senior Debt Securities TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 |
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| May 31, 2023 |
Exhibit 10.1 Execution Version SHARE LENDING AGREEMENT Dated as of May 25, 2023 Between Tilray Brands, Inc. (“Lender”) and Jefferies Capital Services, LLC (“Borrower”) This Agreement sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock. The parties hereto agree as follows: Section 1. Certain Definitions. The following capitalize |
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| May 31, 2023 |
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 25, 2023 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 N |
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| May 31, 2023 |
TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENT Exhibit 1.1 Execution Version TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENT May 25, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 Ladies and Gentlemen: 1. INTRODUCTORY. Tilray Brands, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms |
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| May 31, 2023 |
Exhibit 4.2 Execution Version TILRAY BRANDS, INC. and Computershare Trust Company, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2023 5.20% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1 DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 7 Section 1.03. Rules of Construction 7 Section 1.04. Scope of Supplemental I |
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| May 30, 2023 |
5.20% Convertible Senior Notes due 2027 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To prospectus dated October 7, 2022) $150,000,000 5.20% Convertible Senior Notes due 2027 We are offering $150,000,000 aggregate principal amount of our 5.20% convertible senior notes due 2027 (the “notes”). In addition, we have granted the underwriters an option, exercisable for a period of 30 |
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| May 30, 2023 |
Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) EXHIBIT 107 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-267788 Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt 5.20% Senior Convertible Notes due 2027 Rule 457(r) $172,500,000 $172,500,000 $0.0001102 $19,0 |
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| May 26, 2023 |
Filed pursuant to Rule 433 Registration File No. 333-267788 Relating to the Preliminary Prospectus Supplement dated May 25, 2023 (To Prospectus dated October 7, 2022) PRICING TERM SHEET May 25, 2023 Tilray Brands, Inc. Offering of $150,000,000 Aggregate Principal Amount of 5.20% Convertible Senior Notes due 2027 The information in this pricing term sheet supplements Tilray Brands, Inc.’s prelimina |
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| May 26, 2023 |
Issuer Free Writing Prospectus dated May 26, 2023 Issuer Free Writing Prospectus dated May 26, 2023 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated May 25, 2023 Registration Statement No. |
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| May 26, 2023 |
EXHIBIT 107 Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-267788 CALCULATION OF REGISTRATION FEE Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.00 |
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| May 26, 2023 |
38,500,000 shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To prospectus dated October 7, 2022) 38,500,000 shares of Common Stock Up to 38,500,000 shares of our common stock are being offered by the selling stockholders named herein. The selling stockholders will borrow such shares through a lending arrangement from an affiliate of one of the underwrite |
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| May 25, 2023 |
Issuer Free Writing Prospectus dated May 25, 2023 Issuer Free Writing Prospectus dated May 25, 2023 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated May 25, 2023 Registration Statement No. |
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| May 25, 2023 |
SUBJECT TO COMPLETION, DATED MAY 25, 2023 TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| April 11, 2023 |
EXHIBIT 99.1 CORRECTION-Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Sub |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 10, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 10, 2023 |
EXHIBIT 99.1 Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Substantially |
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| April 10, 2023 |
Third Amended and Restated Certificate of Incorporation, dated as of March 16, 2023. EAST\201610137.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. March 20, 2023 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Ti |
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| April 10, 2023 |
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 10, 2023 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 |
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| April 10, 2023 |
Promissory note in the amount of $9,264,249.68 payable by 1974568 Ontario Limited. PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $9,264,249.68 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $9,264,249.68 without interest, ON DEMAND. The Corporation may at any t |
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| April 10, 2023 |
Promissory note in the amount of $6,648,304 payable by 1974568 Ontario Limited. PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $6,648,304 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. |
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| April 10, 2023 |
Letter Agreement, dated as of April 10, 2023, by and between Tilray and HEXO EXHIBIT 10.2 April 10, 2023 To: HEXO Corp. Ladies and Gentlemen: RE: Temporary Waiver and Amendment of Certain Covenants under the Amended and Restated Senior Secured Convertible Note due 2026 Reference is made to (i) that certain Amended and Restated Senior Secured Convertible Note due 2026 (the “HEXO Note”), dated as of July 12, 2022, issued by HEXO Corp. (“HEXO”) and held by Tilray Brands, Inc |
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| April 10, 2023 |
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 10, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| April 10, 2023 |
Arrangement Agreement, dated as of April 10, 2023, by and between Tilray and HEXO. EXHIBIT 10.1 ARRANGEMENT AGREEMENT BETWEEN TILRAY BRANDS, INC. AND HEXO CORP. APRIL 10, 2023 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1........... Defined Terms Section 1.2........... Certain Rules of Interpretation ARTICLE 2 THE ARRANGEMENT Section 2.1........... Arrangement Section 2.2........... Interim Order Section 2.3........... The Meeting Section 2.4........... The Company Circ |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| April 10, 2023 |
EXHIBIT 99.1 Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Substantially |
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| March 16, 2023 |
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): March 16, 2023 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 |
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| March 7, 2023 |
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): March 7, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 21, 2023 |
EX-3.1 2 ny20007663x3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Tilray Brands, Inc. Certificate of Designation of Series A Preferred Stock PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tilray Brands, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of |
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| February 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 21, 2023 |
Certificate of Designation of Series A Preferred Stock, dated February 21, 2023. Exhibit 3.1 Tilray Brands, Inc. Certificate of Designation of Series A Preferred Stock PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tilray Brands, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”) |
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| February 21, 2023 |
2,208,739 Shares Tilray Brands, Inc. Class 2 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 2,208,739 Shares Tilray Brands, Inc. Class 2 Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 2,208,739 shares of our Class 2 common stock, par value $0.0001 per share (“Common |
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| February 21, 2023 |
Exhibit 10.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”) dated as of February 21, 2023, is entered into by and between Double Diamond Holdings Ltd., an Ontario corporation (“Stockholder”), and Tilray Brands, Inc., a Delaware corporation (the “Company”). The Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capit |
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| February 21, 2023 |
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): February 21, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission F |
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| February 21, 2023 |
Exhibit 10.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”) dated as of February 21, 2023, is entered into by and between Double Diamond Holdings Ltd., an Ontario corporation (“Stockholder”), and Tilray Brands, Inc., a Delaware corporation (the “Company”). The Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capit |
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| February 15, 2023 |
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): February 15, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| February 13, 2023 |
TLRY / Tilray Inc / Hudson Bay Capital Management LP - TLRY 13GA Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tilray Brands, Inc. (Name of Issuer) Class 2 Common Stock, par value $0.0001 per share (Title of Class of Securities) 88688T100 (CUSIP Number) December 31, 2022** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2023 |
TLRY / Tilray Inc / Hudson Bay Capital Management LP - TLRY 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tilray Brands, Inc. (Name of Issuer) Class 2 Common Stock, par value $0.0001 per share (Title of Class of Securities) 88688T100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| January 18, 2023 |
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 18, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| January 9, 2023 |
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 9, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 9, 2023 |
EXHIBIT 99.1 Tilray Brands Reports Second Quarter Fiscal Year 2023 Financial Results Achieved $29.2 Million of Operating Cash Flow and $25.4 Million of Free Cash Flow 15th Consecutive Quarter of Positive Adjusted EBITDA Maintains Leading Market Share Position in Recreational Cannabis in Canada and Medical Cannabis Across Europe Net Revenue of $144.1 Million, On a Constant Currency Basis $157.6 mil |
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| January 9, 2023 |
Promissory note in the amount of $8,464,139.70 payable by 1974568 Ontario Limited. EX-10.3 4 ex442063.htm EXHIBIT 10.3 EXHIBIT 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,464,139.70 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $8,464,139.70 without i |
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| January 9, 2023 |
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 1, 2022, by and between Tilray Brands, Inc., a Delaware corporation (“Assignee”), and Double Diamond Holdings Ltd., an Ontario corporation (“Assignor”). WHEREAS, Assignor owns: (i) a promissory note issued by 1974568 Ontario Limited (“Aphria Diamond”) in favo |
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| January 9, 2023 |
Promissory note in the amount of $30,585,819.60 payable by 1974568 Ontario Limited. EX-10.2 3 ex442062.htm EXHIBIT 10.2 EXHIBIT 10.2 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $30,585,819.60 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $30,585,819.60 without |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| December 20, 2022 |
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): December 20, 2022 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| December 6, 2022 |
1,979,541 Shares Tilray Brands, Inc. Class 2 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,979,541 Shares Tilray Brands, Inc. Class 2 Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,979,541 shares of our Class 2 common stock, par value $0.0001 per share (“Common |
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| December 6, 2022 |
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): December 6, 2022 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 6, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| November 29, 2022 |
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): November 29, 2022 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| November 29, 2022 |
Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT 1974568 ONTARIO LIMITED O/A APHRIA DIAMOND as Borrower - and - APHRIA INC. as a Limited Recourse Guarantor -and- TILRAY BRANDS, INC. as Limited Guarantor -and- EACH OF THE SUBSIDIARIES OF THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO AS GUARANTORS, AND EACH ADDITIONAL SUBSIDIARY OF THE BORROWER PARTY HERETO FROM TIME TO TIME AS A GUARANTOR |
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| November 23, 2022 |
Submission of Matters to a Vote of Security Holders 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): November 23, 2022 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| November 7, 2022 |
Exhibit 99.1 TILRAY BRANDS ACQUIRES MONTAUK BREWING COMPANY Tilray Expands and Strengthens U.S. Footprint with Acquisition of the Fastest Growing Craft Beer Brand and #1 Craft Brewer in Metro New York1 Montauk Brewing Deal Expected to be Accretive, Deliver Strong Revenue and Adjusted EBITDA, and Accelerate the Expansion of Tilray’s Powerful U.S. Brand Portfolio Veteran Industry Executive Ty H. Gil |
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| November 7, 2022 |
1,708,521 Shares Tilray Brands, Inc. Class 2 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,708,521 Shares Tilray Brands, Inc. Class 2 Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,708,521 shares of our Class 2 common stock, par value $0.0001 per share (“Co |
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| November 7, 2022 |
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): November 7, 2022 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o |
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| November 7, 2022 |
Financial Statements and Exhibits, Other Events 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): November 7, 2022 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tilray Brands, Inc. |
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| October 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 7, 2022 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of |
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| October 7, 2022 |
Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Agreement?) is entered into as of June 30, 2022, by and between Tilray Brands, Inc., a Delaware corporation (?Assignee?), and Double Diamond Holdings Ltd., an Ontario corporation (?Assignor?). WHEREAS, Assignor owns a promissory note issued by 1974568 Ontario Limited (?Aphria Diamond?) in favour of the |
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| October 7, 2022 |
Exhibit 99.1 PRESS RELEASE Tilray Brands' First Quarter Fiscal Year 2023 Performance Affirms Global Cannabis Leadership Reported Net Revenue at $153.2 Million; On a Constant Currency Basis, Net Revenue Remained Strong at $166.5 Million Cannabis Gross Margin Increased to 51% from 43% in the Prior Year Quarter Delivered $108 Million in Annualized Cash Savings to Date, Expects to Deliver $130 Million |
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| October 7, 2022 |
TILRAY, INC. , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF Exhibit 4.7 TILRAY, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF TILRAY, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between TILRAY, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the laws of [?] and |
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| October 7, 2022 |
Exhibit 10.1 TILRAY BRANDS, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2022 HEXO EBITDA AWARD) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray, Inc. (the ?Company?), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the ?Plan?), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company?s Class 2 Common Stock (?Restricted St |
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| October 7, 2022 |
As filed with the Securities and Exchange Commission on October 7, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 7, 2022 Registration No. |
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| October 7, 2022 |
Promissory note in the amount of $5,063,709.00 payable by 1974568 Ontario Limited. Exhibit 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $5,063,709.00 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the ?Corporation?), acknowledges itself indebted to and unconditionally promises to pay to the order of ?Double Diamond Holdings Ltd. (the ?Shareholder?), the principal amount of USD $5,063,709.00 without interest, ON DEMAND. The Corporation |
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| October 7, 2022 |
TILRAY, INC. , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF Exhibit 4.8 TILRAY, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF TILRAY, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between TILRAY, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the laws of [?] and |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TI |
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| October 7, 2022 |
TILRAY, INC. , AS WARRANT AGENT FORM OF CLASS 2 COMMON STOCK WARRANT AGREEMENT DATED AS OF Exhibit 4.6 TILRAY, INC. AND , AS WARRANT AGENT FORM OF CLASS 2 COMMON STOCK WARRANT AGREEMENT DATED AS OF TILRAY, INC. FORM OF CLASS 2 COMMON STOCK WARRANT AGREEMENT THIS CLASS 2 COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between TILRAY, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the l |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. |
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| October 7, 2022 |
TILRAY, INC. Dated as of [●], 20 Debt Securities Exhibit 4.4 TILRAY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 7 Section 2.03 De |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant?? Filed by a Party other than the Registrant??? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant?? Filed by a Party other than the Registrant??? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use |
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| September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant?? Filed by a Party other than the Registrant??? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use |
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| September 1, 2022 |
10,276,305 Shares Tilray Brands, Inc. Class 2 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-233703 PROSPECTUS SUPPLEMENT (to Prospectus dated September 10, 2019) 10,276,305 Shares Tilray Brands, Inc. Class 2 Common Stock This prospectus supplement supplements our prospectus dated September 10, 2019, and registers the resale of an aggregate of 10,276,305 shares of our Class 2 common stock, par value $0.0001 per share |
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| September 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc. |
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| September 1, 2022 |
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 1, 2022 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission F |
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| August 9, 2022 |
As filed with the Securities and Exchange Commission on August 9, 2022 As filed with the Securities and Exchange Commission on August 9, 2022 Registration Statement No. |
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| August 9, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc. |
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| August 3, 2022 |
Financial Statements and Exhibits, Other Events 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): August 3, 2022 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 |
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| July 28, 2022 |
Employment Agreement by and between the Registrant and Mitchell Gendel, dated July 26, 2021 Exhibit 10.14 Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement') is effective as of the 26th day of July, 2021 (the ?Effective Date?) by and between Tilray, Inc., a Delaware corporation (the "Company") and Mitchell Gendel (the "Executive"). WHEREAS, the Company desires to employ Executive as Global General Counsel and Corporate Secretary and Execut |
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| July 28, 2022 |
Exhibit 99.1 PRESS RELEASE July 28, 2022 Tilray Brands, Inc. Reports Record Fiscal Year 2022 Results FY2022 Net Revenue Grew 22% to $628 Million Compared to the Prior Year; On a Constant Currency Basis, Net Revenue Increased by 29% Fourth Quarter Net Revenue Grew 8% to $153 Million Compared to the Prior Year Period; On a Constant Currency Basis, Net Revenue Increased by 14% to $163 Million Company |
