Tilray Brands' Stockholders Approve Reverse Stock Split; Company Pauses Implementation as It Evaluates Timing and Stock Price
- Stockholders approved reverse stock split proposal, giving management flexibility for implementation
- Company reduced debt by $76 million in recent quarter
- Strong balance sheet with $250 million in cash and marketable securities
- Net debt to Adjusted EBITDA ratio below 1.0x indicates healthy leverage
- Potential annual cost savings of $1 million from reduced stockholder meeting expenses
- Need for reverse split suggests stock price challenges
- Risk of share price volatility and potential negative market perception of reverse splits
- Uncertainty around implementation timing could create market confusion
Insights
Tilray secured approval for a reverse stock split but is pausing implementation while evaluating timing and stock price implications.
Tilray Brands' stockholders have approved a reverse stock split at a ratio between 1-to-10 and 1-to-20, though the company has decided to temporarily pause implementation while it evaluates timing and current stock price conditions. This strategic maneuver aims to achieve several key objectives, including maintaining Nasdaq compliance, aligning shares outstanding with peer companies, attracting institutional investors, and reducing annual meeting costs by up to
The company's recent financial developments provide important context for this decision. In the quarter ending February 28, 2025, Tilray reduced its debt by approximately
The pause in implementation signals cautious management that's weighing market conditions against long-term objectives. Reverse splits are typically technical adjustments that don't fundamentally change company value, but they can affect market perception and trading dynamics. By securing approval but delaying execution, management gives itself optionality while monitoring stock performance.
The company's reduced debt burden and strong cash position (
NEW YORK and LEAMINGTON, Ontario, June 10, 2025 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the beverage, cannabis and wellness industries, today announced that the vote for an amendment of the Company’s Fifth Amended and Restated Certificate of Incorporation, in order to implement a reverse stock split of the Company’s common stock at a ratio ranging from 1-to-10 to 1-to-20 (the “Reverse Stock Split”), passed at the special meeting of stockholders. The Company also announced a pause on the implementation of the newly-authorized reverse stock split while further exploring all options related to timing of the reverse split as it evaluates timing and stock price.
If implemented, the Reverse Stock Split is expected to achieve several objectives, including:
- Ensuring compliance with the Nasdaq Global Select Market’s continued listing requirements
- Aligning the Company’s number of shares outstanding with companies of its size and scope
- Making Tilray more attractive to institutional shareholders
- Reducing expenditures associated with Tilray’s Annual Meeting of Stockholders resulting in up to
$1 million in cost savings on an annual run rate basis
Upon implementation of the Reverse Stock Split, the Company believes it would be well positioned for strategic opportunities and acquisitions given its strong balance sheet.
Tilray’s Financial Structure
In the fiscal quarter ended February 28, 2025, Tilray reduced its total debt outstanding by approximately
About Tilray Brands
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.
For more information on how we are elevating lives through moments of connection, visit Tilray.com and follow @Tilray on all social platforms.
Forward-Looking Statements
Certain statements in this communication that are not historical facts constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things the timing, ratio and completion of the Reverse Stock Split and expected strategic benefits and cost savings. Many factors could cause actual results, performance, or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events, or otherwise unless required by applicable securities laws.
Use of Non-U.S. GAAP Financial Measures
This press release includes non-GAAP financial measures, including cash and marketable securities and net debt. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.
Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments, other than temporary change in fair value of convertible notes receivable, project 420 optimization costs facility start-up and closure costs; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.
Cash and marketable securities are comprised of two GAAP measures, cash and cash equivalents added to marketable securities. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combing these two GAAP metrics.
Net debt is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt.
Contacts:
Investor Relations
investors@tilray.com
Pro-TLRY@prosek.com
Media
news@tilray.com
FAQ
What is the proposed reverse stock split ratio for Tilray (TLRY)?
Why is Tilray considering a reverse stock split?
What is Tilray's current financial position?
When will Tilray implement the reverse stock split?
How much debt did Tilray reduce in Q4 FY2025?
