TILRAY BRANDS INC SEC Filings

Tilray Brands, Inc. reported the results of its 2025 annual meeting of stockholders. Stockholders re-elected Class I director John Herhalt, with 85,540,003 votes for and 23,445,500 withheld, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm with 402,964,551 votes for.

The non-binding advisory vote on named executive officer compensation was supported by approximately 70% of stockholder votes, with 72,869,843 for and 31,887,041 against. A proposal to amend the certificate of incorporation to declassify the board and remove directors without cause did not receive the required majority of outstanding shares, receiving 93,618,416 votes for and 12,215,984 against.

Tilray Brands, Inc. filed a Form 8-K to share an updated investor presentation with the market. The company furnished the presentation as Exhibit 99.1 under Regulation FD, indicating it has been prepared and posted on its investor relations website. Tilray specifies that this material is being furnished, not filed, so it is not subject to Section 18 liability of the Exchange Act and is not automatically incorporated into other Securities Act or Exchange Act filings.

Tilray Brands, Inc. (TLRY) files an S-3ASR prospectus supplement to register securities for sale from time to time, including a forward ATM program to offer up to $51,597,980 of common stock under an Equity Distribution Agreement with TD Securities (USA) LLC and Jefferies LLC, issuance of up to 3,133 common shares upon warrant exercise, and resale of up to 8,617,068 shares by a selling stockholder. The document restates basic capital structure: 1,416,000,000 authorized common shares, 10,000,000 undesignated preferred shares, and 1,131,480,234 common shares outstanding as of October 9, 2025. It summarizes possible securities (debt, preferred, warrants) and mechanics for offerings, global book-entry arrangements via DTC, and transfer/agent information; Pacific Stock Transfer Company is transfer agent. The filing highlights forward-looking statements about revenue, synergies from recent acquisitions (including HEXO and craft beer acquisitions), regulatory and operational risks, potential volatility, dilution from warrants/convertibles, and dependence on licenses and international permits.

Tilray Brands, Inc. reported interim financial information prepared under U.S. GAAP for the quarter ended August 31, 2025. The company has 1,416,000,000 common shares authorized and reported 1,118,291,159 shares issued and outstanding with 3,213,914 shares held as treasury stock. Management adopted ASU 2023-08 and purchased 9.16 units of Bitcoin, recording digital assets at fair value (Level 1). The company issued TLRY 27 convertible debentures totaling $172,500 carrying interest at 5.20% and maturing on June 15, 2027, convertible at an initial rate of 376.6478 shares per $1,000 principal (approximate conversion price $2.66 per share). During the period 6,209,000 warrants were exercised for $2,108 cash, and subsequent exchanges reduced outstanding borrowed shares. The company recorded a $15,000 change related to contingent consideration and noted long-term debt and convertible debenture principals of $2,437 and $100,000, respectively. Litigation accruals and restructuring charges were disclosed but not expected by management to be material to consolidated results, while management cautioned that ultimate outcomes could be material.

Tilray Brands, Inc. will hold a virtual Annual Meeting on November 18, 2025 to vote on the election of Class I director nominee John Herhalt, ratification of PricewaterhouseCoopers LLP as auditor, a non-binding advisory vote on named executive officer compensation, and a Governance Proposal to declassify the Board and remove the Charter's "for cause" removal limitation. Only holders of record as of September 19, 2025 may vote; 1,109,519,118 shares were outstanding on that date. The Board met nine times in fiscal 2025; key committees met regularly (Audit 4, Compensation 5, Nominating 5). The company reported $0 paid in annual STIP bonuses for FY2025, paid retention awards in August 2024, and granted multi-year performance RSUs tied to Adjusted EBITDA through May 31, 2026.

Tilray Brands, Inc. is soliciting proxies for its virtual Annual Meeting on November 18, 2025, to elect one Class I director nominee (John Herhalt), ratify PricewaterhouseCoopers LLP as auditor for fiscal 2026, approve a non-binding advisory vote on executive compensation, and approve a Governance Proposal to declassify the Board and remove the "only for cause" removal provision in the Charter.

Only holders of record on September 19, 2025 (1,109,519,118 shares outstanding) may vote. The Board recommends voting "For" the listed proposals. Proxy Materials will be available online beginning September 27, 2025, and Broadridge will tabulate votes. The meeting will be virtual at www.virtualshareholdermeeting.com/TLRY2025.

Tilray Brands, Inc. files a prospectus supplement describing its capital structure, securities to be offered and material risks. The company says it is a global consumer products business operating in cannabis, beverage, wellness and entertainment with operations in Canada, the U.S., Europe, Australia, New Zealand and Latin America. Corporate actions disclosed include a name change to Tilray Brands, Inc., the Nov. 7, 2022 acquisition of Montauk Brewing, and the June 22, 2023 closing of the HEXO acquisition. As of Sept. 8, 2025, 1,118,291,159 shares of Common Stock were outstanding. 6,209,000 warrants remained outstanding and expire Sept. 17, 2025; exercise price was $0.3812 as of Sept. 5, 2025. The filing lists extensive forward-looking statements and numerous risk factors, and notes certain financial statement incorporations and auditor reliance.