Tilray Brands, Inc.
For the period ended Jun 3, 2026. Filed Jun 9, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jun 3, 2026 · Filed Jun 9, 2026
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | TLRY | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
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On April 15, 2026, Tilray Brands, Inc. (the “Company”) issued 398,666 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as partial consideration pursuant to that certain share purchase agreement, dated April 15, 2026, by and among the Company, Tilray Holdings, Inc., a wholly-owned subsidiary of the Company, and the sellers party thereto, relating to the Company’s acquisition of the Lyphe Group (the “Lyphe Acquisition”).
On June 3, 2026, the Company entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party. Pursuant to the Exchange Transaction, the Company issued an aggregate of 1,214,186 shares of 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 connection with the Lyphe Acquisition were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 4(a)(2) thereof, and the shares of Common Stock issued in the Exchange Transaction were issued without registration under the Securities Act in reliance on the exemption provided by Section 3(a)(9) thereof.
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