Tilray Brands Inc
For the period ended May 31, 2024. Filed Jul 30, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Jul 30, 2024
TLRY$2.65-7.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
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| (1) | Financial Statements and Report of Independent Registered Public Accounting Firm |
| (2) | Financial Statement Schedules |
Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
| (3) | Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K). |
| (b) | Exhibits |
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The exhibits listed below on the Exhibit Index are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.
Exhibit Index
| Incorporate by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description of Document · Schedule Form · File Number · Exhibit · Filing Date · Filed Herewith | |||||
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of Tilray Brands, Inc., dated as of November 30, 2023, as currently in effect | 10-Q | 001-38594 | 3.1 | 1/9/2024 |
| 3.2 | Amended and Restated Bylaws, as of January 10, 2022, as currently in effect | 8-K | 001-38594 | 3.2 | 1/10/2022 |
| Incorporate by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Description of Document | Schedule Form | File Number | Exhibit | Filing Date | Filed Herewith |
| 4.1 | Indenture dated as of April 23, 2019, between Aphria Inc. and GLAS Trust Company LLC, relating to Aphria Inc.’s 5.25% Convertible Senior Notes due 2024 | 8-K | 001-38594 | 4.1 | 5/4/2021 | |
| 4.2 | First Supplemental Indenture dated as of April 30, 2021, among Aphria Inc., the Registrant and GLAS Trust Company LLC. | 8-K | 001-38594 | 4.2 | 5/4/2021 | |
| 4.3 | Description of Securities of the Registrant | X | ||||
| 4.4 | Form of Pre-Funded Warrant | 8-K | 001-38594 | 4.1 | 03/17/2020 | |
| 4.5 | Form of Warrant | 8-K | 001-38594 | 4.2 | 03/17/2020 | |
| 4.6 | Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. | 8-K | 001-38594 | 4.1 | 1/28/2022 | |
| 4.7 | Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. | 8-K | 001-38594 | 4.2 | 1/28/2022 | |
| 10.1+ | Amended and Restated 2018 Equity Incentive Plan | S-1 | 333-225741 | 10.2 | 7/9/2018 | |
| 10.2+ | Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the Amended and Restated 2018 Equity Incentive Plan | S-1 | 333-225741 | 10.3 | 7/9/2018 | |
| 10.3+ | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2018 Equity Incentive Plan | S-1 | 333-225741 | 10.4 | 7/9/2018 | |
| 10.4 | Form of Indemnity Agreement by and between the Registrant and its directors and officers | 8-K | 001-38594 | 10.5 | 8/10/2020 | |
| 10.5 | Common Share Purchase Warrant Agreement, between Aphria Inc. and Computershare Trust Company of Canada, dated January 30, 2020 | 10-K | 001-38594 | 10.39 | 7/28/2021 | |
| Incorporate by Reference | ||||||
| Exhibit No. | Description of Document | Schedule Form | File Number | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 10.6 | Agreement of Merger and Acquisition, among Aphria Inc., Project Golf Merger Sub, LLC, SW Brewing Company, LLC, SWBC Craft Holdings LP, SWBC Craft Management, LLC, SWBC Blocker Seller, LP, and Chilly Water, LLC, dated November 4, 2020 | 10-K | 001-38594 | 10.41 | 7/28/2021 |
| 10.7 | Employment Agreement by and between the Registrant and Irwin Simon, dated August 28, 2021 | 10-Q | 001-38594 | 10.1 | 10/7/2021 |
| 10.8 | Employment Agreement by and between the Registrant and Denise Faltischek, dated August 28, 2021 | 10-Q | 001-38594 | 10.2 | 10/7/2021 |
| 10.9 | Employment Agreement by and between the Registrant and Jim Meiers, dated August 28, 2021 | 10-Q | 001-38594 | 10.3 | 10/7/2021 |
| 10.10 | Employment Agreement by and between the Registrant and Carl Merton, dated August 28, 2021 | 10-Q | 001-38594 | 10.4 | 10/7/2021 |
| 10.11 | Employment Agreement by and between the Registrant and Mitchell Gendel, dated July 26, 2021 | 10-K | 001-38594 | 10.14 | 7/28/2022 |
| 10.12 | Assignment and Assumption Agreement with Gotham Green Partners, LLC dated August 17, 2021 | 10-Q | 001-38594 | 10.5 | 10/7/2021 |
| 10.13 | Assignment and Assumption Agreement with Parallax Master Fund, L.P. dated August 17, 2021 | 10-Q | 001-38594 | 10.6 | 10/7/2021 |
| 10.14 | Assignment and Assumption Agreement with Pura Vida Master Fund, LTD. dated August 17, 2021 | 10-Q | 001-38594 | 10.7 | 10/7/2021 |
| 10.15 | Fourth Amended and Restated Securities Purchase Agreement by and among MedMen Enterprises Inc., MM CAN USA, Inc., Credit Parties, and Gotham Green Admin 1, LLC, dated August 17, 2021 | 10-Q | 001-38594 | 10.8 | 10/7/2021 |
| 10.16 | MedMen Enterprises Inc., MM CAN USA, Inc., Fourth Amended and Restated Senior Secured Convertible Note, dated August 17, 2021 | 10-Q | 001-38594 | 10.9 | 10/7/2021 |
| 10.17 | Amended and Restated Warrant Certificate, dated August 17, 2021 | 10-Q | 001-38594 | 10.10 | 10/7/2021 |
| 10.18 | Limited Partnership Agreement of Superhero Acquisition L.P., dated August 17. 2021 | 10-Q | 001-38594 | 10.11 | 10/7/2021 |
| 10.19 | Shareholders’ Agreement among Superhero Acquisition Corp. and Tilray, Inc. and MOS Holdings Inc., dated August 17, 2021 | 10-Q | 001-38594 | 10.12 | 10/7/2021 |
| Incorporate by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Description of Document | Schedule Form | File Number | Exhibit | Filing Date | Filed Herewith |
| 10.20 | Indenture dated as of May 27, 2021, by and between HEXO Corp. as issuer, and GLAS Trust Company LLC, as trustee | 8-K | 001-38594 | 10.7 | 7/12/2022 | |
| 10.21 | Purchase Agreement, dated August 7, 2023, by and among Tilray, Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. and Tilray Beverages, LLC | 8-K | 001-38594 | 10.1 | 8/7/2023 | |
| 10.22 | First Amendment to the Purchase Agreement, dated as of September 29, 2023, by and among Tilray, Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. and Tilray Beverages, LLC | 8-K | 001-38594 | 10.1 | 10/2/2023 | |
| 10.23 | Form of 2023 EBITDA PSU Equity Incentive Award. | 10-Q | 001-38594 | 10.4 | 10/4/2023 | |
| 10.24 | Fourth Amended and Restated Wholesale Cannabis Supply Agreement, dated as of January 5, 2024, by and between 1974568 Ontario Limited and Aphria Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 9, 2024). | 10-Q | 001-38594 | 10.1 | 1/9/2024 | |
| 10.25 | Form of 2024 EBITDA Performance Award. | 10-Q | 001-38594 | 10.4 | 4/9/2024 | |
| 10.26 | Amended Credit Agreement, effective June 30, 2023, by and among Four Twenty Corporation, certain subsidiaries and affiliates of Four Twenty Corporation, Bank of America, N.A., City National Bank, the lenders party thereto and BofA Securities, Inc. | 8-K | 001-38594 | 10.1 | 8/31/2023 | |
| 10.27 | Second Amendment and Consent to Credit Agreement, dated as of September 29, 2023 by and among Four Twenty Corporation, Bank of America, N.A. and the Guarantors and Lenders party thereto. | 8-K | 001-38594 | 10.2 | 10/2/2023 | |
| 10.28 | Waiver to Credit Agreement, dated as of January 5, 2024, by and among Four Twenty Corporation, Bank of America, N.A., and the Guarantors and Lenders party thereto. | 10-Q | 001-38594 | 10.2 | 1/9/2024 | |
| 10.29 | Third Amendment and Consent to Credit Agreement, dated as of March 29, 2024, by and among American Beverage Crafts Group, Inc. (formerly known as Four Twenty Corporation), Bank of America, N.A. and the Guarantors and Lenders party thereto. | 10-Q | 001-38594 | 10.5 | 4/9/2024 | |
| 10.30 | Amended and Restated Credit Agreement, dated as of March 14, 2024, by and among Aphria Diamond Inc., Aphria Inc., the Company, Bank of Montreal and the Guarantors and Lenders party thereto. | 10-Q | 001-38594 | 10.6 | 4/9/2024 | |
| 10.31 | Equity Distribution Agreement, dated as of May 17, 2024, by and among Tilray Brands, Inc. and TD Securities (USA) LLC and Jefferies LLC. | 8-K | 001-38594 | 1.1 | 5/17/2024 | |
| 10.32 | 2024 Form of Executive Retention Agreement | X | ||||
| 19 | Insider Trading and Trading Window Policy | X | ||||
| 21.1 | Subsidiaries of Tilray Brands Inc. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Policy for Recovery of Erroneously Awarded Incentive Compensation | X | ||||
| Incorporate by Reference | ||||||
| Exhibit No. | Description of Document | Schedule Form | File Number | Exhibit | Filing Date | Filed Herewith |
| 101 | The following financial statements from the Company's Annual Report on Form 10-K for the year ended May 31, 2024, formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Loss and Comprehensive Loss, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||
| + | Indicates management contract or compensatory plan. |
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| * | Schedules and certain other information have been omitted pursuant to Item 601(b)(2) of Regulations S-K. The registrant will furnish copies of any such schedules to the Securities and Exchange Commission upon request. |
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| † | Registrant has omitted portions of the referenced exhibit pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.