Current Report · Items 3.02 · 8-K
Tilray Brands, Inc.
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On August 4, 2026, Tilray Brands, Inc. (the “Company”) entered into certain private debt-for-equity exchange transactions (the “Exchange Transactions”) with unrelated parties.…
Filed Aug 10, 2026Accepted Aug 10, 2026, 5:00 PM EDTCIK 1731348Accession 0001140361-26-032052
Company context
Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods and craft beverages.
Current securities
Disclosure sections
Items 3.02Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On August 4, 2026, Tilray Brands, Inc. (the “Company”) entered into certain private debt-for-equity exchange transactions
(the “Exchange Transactions”) with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 1,377,334 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $6 million
aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027.
The shares of Common Stock issued in the Exchange Transactions were issued without registration under the Securities Act of
1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 3(a)(9) of the Securities Act as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid or
given directly or indirectly for soliciting such exchange.