STOCK TITAN
  1. Home
  2. Sec-filings
  3. TLRY
  4. [8-K] Tilray Brands, Inc. Reports Material Event

Tilray (NASDAQ: TLRY) files $180,000,000 ATM to fund beverage growth

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tilray Brands launched an at-the-market equity program to sell up to $180,000,000 of common stock through Jefferies, TD Securities and Roth Capital, providing flexible access to capital. The company also highlighted its UK medical expansion via the Lyphe acquisition, plans to scale BrewDog and its beverage portfolio, and preparations for a potential U.S. medical cannabis market following rescheduling.

Positive

  • None.

Negative

  • None.

Insights

Tilray adds $180,000,000 ATM while pushing medical and beverage growth.

Tilray Brands put in place an at-the-market equity program to issue up to $180,000,000 of common stock through three banks, paying up to 3% commissions. This structure lets the company match equity issuance to market conditions and internal funding needs.

Proceeds are intended to support its global beverage platform while it integrates recent moves such as the Lyphe medical acquisition in the UK and the BrewDog beer business. Management targets BrewDog being cash flow positive in 2027 and expects the Lyphe business to be accretive in 2027, tying capital raising to longer-term growth initiatives.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $180,000,000 aggregate offering price Maximum common stock sales under new at-the-market equity program
Sales agent commission up to 3% of gross proceeds Commission payable to each agent on ATM sales
Lyphe units dispensed approximately 150,000 units Medical cannabis and medicines dispensed by Lyphe Dispensary to date
Lyphe patients treated over 16,000 patients Patients treated by Lyphe Clinic to date in the UK
Lyphe accretion target year 2027 Management expects Lyphe business to be accretive in 2027
BrewDog cash flow target year 2027 Tilray expects BrewDog business to be cash flow positive in 2027
at-the-market offering financial
"Sales of the Common Stock, if any, under the Sales Agreement will be made by any method that is deemed to be an “at the market offering”"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
shelf registration statement regulatory
"will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
pharmaceutical-grade medical cannabis medical
"combines pharmaceutical-grade medical cannabis cultivation and production with clinical care"
Accountable Care Organizations medical
"opportunity to partner with Accountable Care Organizations and oncology practices"
Accountable care organizations are groups of doctors, hospitals and other health providers that agree to coordinate patient care and share financial responsibility for costs and quality. Think of them as a team that gets a single budget for a patient’s care and is rewarded for keeping people healthy and spending less; for investors, ACOs change how providers earn revenue, shift financial risk, and can influence future margins and payer contracts.
Center for Medicare and Medicaid Innovation regulatory
"participation in the Center for Medicare and Medicaid Innovation pilot program"
forward-looking statements regulatory
"Certain statements in this communication that are not historical facts constitute forward-looking information or forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2026

Tilray Brands, Inc.
(Exact name of Registrant as Specified in Its Charter)

         
Delaware
  
001-38594
  
82-4310622
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

     
265 Talbot Street West, Leamington, Ontario, Canada
  
N8H 5L4
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 845-7291

Not applicable
(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)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange 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 1.01 Entry into a Material Definitive Agreement.

On April 15, 2026 Tilray Brands, Inc. (the “Company” or “Tilray”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “Agent” and together, the “Agents”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.

Sales of the Common Stock, if any, under the Sales Agreement will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, but not limited to, sales made directly on or through The Nasdaq Global Select Market or any other existing trading market for the Common Stock. The Company has no obligation to sell any of the Common Stock and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Common Stock from time to time, as the sales agents, based upon the Company’s instructions. The Company may sell shares of its Common Stock through only one Agent on any particular trading day. No sales of the Common Stock under the Sales Agreement will be made in Canada, to anyone known by the Agents to be a resident of Canada or over or through the facilities of the Toronto Stock Exchange.

The Company has provided customary representations, warranties and covenants, and the parties have agreed to indemnification rights. Each Agent will be entitled to a commission of up to 3% of the gross proceeds for each sale of the Common Stock made through or to such Agent from time to time under the Sales Agreement.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Common Stock to be sold under the Sales Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290806), filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2025, which became effective immediately upon filing. On April 15, 2026, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the Common Stock pursuant to the Sales Agreement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock nor shall there be any sale of the Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The legal opinion of DLA Piper LLP (US) relating to the Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
  
Description of Exhibit
1.1
  
Sales Agreement, dated as of April 15, 2026 by and among Tilray Brands, Inc. and Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC
5.1
  
Opinion of DLA Piper LLP (US)
23.1
  
Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
99.1
  
Press Release of Tilray Brands, Inc., dated April 15, 2026
104
  
Cover Page Interactive Data File (formatted in Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   
Tilray Brands, Inc.
       
Date: April 15, 2026
  
By:
/s/ Mitchell Gendel
     
Mitchell Gendel
     
Global General Counsel

Exhibit 99.1

Tilray Brands Accelerates Next Phase of Global Growth and Market Leadership

Tilray Advances UK Healthcare Platform with Lyphe Acquisition, Positions BrewDog for Strong Growth, and Prepares for U.S. Rescheduling and Medical Cannabis Opportunity

NEW YORK and LEAMINGTON, Ontario — April 15, 2026 — Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (NASDAQ: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the cannabis, beverage, and wellness industries, today announced a series of strategic initiatives marking its next phase of global growth, expanding its leadership across healthcare, cannabis and beverage while strengthening its ability to expand internationally and capture emerging market opportunities.

Irwin D. Simon, Chairman and Chief Executive Officer, Tilray Brands, stated: “Tilray Brands is setting the pace for global innovation across healthcare, cannabis, and craft beverages - each a distinct growth engine within our platform. This is a defining moment as we enter our next phase of global growth. We are executing against our strategic plan with focus, expanding our international medical platform, accelerating the growth of iconic beverage brands like BrewDog, and positioning ourselves for the U.S. medical cannabis opportunity. At the same time, we are maintaining the financial flexibility to invest behind our brands, infrastructure and capabilities to continue to scale our global platform. Together, these actions further position Tilray as a scaled, diversified global platform with multiple near- and long-term growth drivers - and one of the most dynamic and exciting consumer companies today.”

Tilray Expands UK Medical Platform with Acquisition of Lyphe

Tilray acquired the Lyphe Group, a leading UK-based medical cannabis clinic and digital pharmacy platform, with Lyphe Dispensary having dispensed approximately 150,000 units to date and Lyphe Clinic having treated over 16,000 patients to date, anchoring and expanding Tilray Medical’s footprint in one of Europe’s largest and most dynamic healthcare markets. The addition of Lyphe strengthens Tilray’s vertically integrated medical ecosystem by combining clinical services, patient access, and pharmaceutical distribution. Through Lyphe’s online clinic and pharmacy platform, Tilray will enhance access to medical cannabis while accelerating its existing capabilities in dispensing traditional prescription medicines, creating a seamless, digitally enabled patient experience.

Importantly with the addition of the Lyphe Group, Tilray Medical its first fully vertically integrated, patient-centric medical platform which combines pharmaceutical-grade medical cannabis cultivation and production with clinical care, dispensing services, and pharmaceutical distribution. The integration of Lyphe’s highly skilled patient care teams further differentiates this model, enabling a more personalized, seamless, and comprehensive approach to patient care and outcomes. Tilray will also leverage CC Pharma’s established scale, sourcing capabilities, and purchasing power to more efficiently supply medications through the Lyphe platform, supporting broader patient needs across the UK and further strengthening Tilray’s European pharmaceutical distribution network.

Rajnish Ohri, President, International, Tilray Brands, stated: “I’m proud to welcome the Lyphe team to Tilray, bringing deep clinical expertise and a strong patient-first approach that immediately strengthens our capabilities. This acquisition marks an important step in the continued expansion of Tilray Medical as a global healthcare platform. By integrating Lyphe Group’s clinical and dispensing expertise and digital patient access with our established pharmaceutical distribution capabilities, we are enhancing our ability to serve patients across the UK. We expect this business to be accretive in 2027 and see a compelling opportunity to build a fully connected, international medical ecosystem that delivers consistent, high-quality care while expanding access to both medical cannabis and traditional therapies.”

BrewDog and Beverage Platform: Accelerating Growth, Scaling Globally, and Investing for Expansion

Six weeks following Tilray’s acquisition of BrewDog, the Company has moved with speed and discipline to stabilize and strengthen the platform, positioning the brand for its next phase of growth. Tilray has stabilized brewing volumes, maintained service levels across channels to ensure consistent stock availability, and has begun onboarding new distribution and strategic partners to support expansion.


Mr. Simon added: “Our priorities are clear: strengthen BrewDog, accelerate innovation, and scale our global beverage platform. We are already taking decisive steps to reinvest in the BrewDog brand, innovation pipeline, and brewpub experience, and we see a clear path to rebuilding BrewDog toward its prior valuation of over $1 billion. We are executing against a focused plan to expand BrewDog across the UK, Australia, and the United States, while further developing the brand in key growth markets, including the Middle East and India. At the same time, we are leveraging our infrastructure and distribution network to scale our broader beverage portfolio and support the growth of our American craft brands in the UK and global partners like Carlsberg across the U.S. This is about unlocking incremental volume, expanding distribution, and increasing utilization across our platform to drive sustainable, long-term growth.”

Tilray expects the BrewDog business to be cash flow positive in 2027 and is making targeted investments in the brand and the revitalization and modernization of its existing brewpub estate - areas that have seen limited investment in recent years. This provides a strong foundation to enhance performance through targeted operational improvements and focused brand building. These efforts are centered on reimagining the brewpub experience to better connect with today’s consumers while positioning the brand for long-term relevance. By elevating the in-venue experience with modern activations, strengthening brand engagement, and aligning with evolving consumer preferences, as part of this, Tilray will invest in a “brewpub of the future” at one of its existing locations, allowing it to analyze, assess and recommend future changes in its brewpub network. Tilray is building a more compelling BrewDog platform for the future.

Tilray is also seeing strong and growing demand for its American craft portfolio in the UK, creating near-term opportunities to expand distribution and build brand presence across the market. Building on this momentum, the Company plans to launch Hi*Ball Energy in the UK in May, further broadening its beverage offering and capturing incremental consumer demand within the fast-growing functional beverage category.

Positioned for U.S. Rescheduling and Medical Cannabis Opportunity

In the United States, we are closely monitoring the rescheduling of medical cannabis and are actively engaged with legislators and regulators as they evaluate and work towards this important evolution in drug policy.  We are also evaluating our participation in the Center for Medicare and Medicaid Innovation pilot program, which provides the opportunity to partner with Accountable Care Organizations and oncology practices to supply underserved and vulnerable patients with hemp-derived medical cannabis to provide therapeutic, safe access to medical cannabinoid products and gather data on patient outcomes.

Denise Faltischek, Chief Strategy Officer and Head of M&A, Tilray Brands, stated: “Upon rescheduling, Tilray Medical is strategically positioned to participate in a U.S. regulated medical cannabis market, evidenced by our proven track record of operating at scale in highly-regulated medical cannabis markets globally, supported by our pharmaceutical quality systems, scientific expertise, and our ongoing commitment to education and clinical research.  We believe that rescheduling will occur in the near-term and, when it does, we are well-positioned to seize the opportunity.”

Through our global Tilray Medical platform, Tilray Medical brings extensive experience in pharmaceutical-grade cultivation, manufacturing, and distribution, supported by clinical research and regulatory expertise in more than 20 markets worldwide. Tilray Medical has supported hundreds of thousands of patients worldwide and offers a broad portfolio of medical cannabis products including CBD and THC - beverages, edibles, and topicals.

Tilray Files ATM Program to Accelerate Global Beverage Expansion

To support this next phase of growth, Tilray also announces the filing of an at-the-market equity program (“ATM program”) of up to $180 million, to enhance financial flexibility and to invest behind its global beverage platform. The ATM program will be managed by Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC.


Carl Merton, Chief Financial Officer, Tilray Brands, stated: “We remain focused on disciplined capital allocation, prioritizing investments that support our long-term growth strategy while maintaining a strong balance sheet. This structure allows us to align capital deployment with evolving market conditions and our operational priorities.”

Shares under the ATM program will be offered and sold only by means of a prospectus supplement and accompanying base prospectus forming part of a registration statement on Form S-3 (File No. 333-267788) filed with the Securities and Exchange Commission, copies of which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying base prospectus relating to the ATM program may be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@jefferies.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by email at rothecm@roth.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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 and U.S. 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. 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. 

Contacts:
Media
news@tilray.com

Investor Relations
investors@tilray.com

Source: View Original Filing on SEC EDGAR

FAQ

What equity program did Tilray (TLRY) announce in this 8-K?

Tilray announced an at-the-market equity program to sell up to $180,000,000 of common stock. Sales will be made through Jefferies, TD Securities and Roth Capital under a shelf registration, giving Tilray flexibility to raise capital in smaller increments over time.

How will Tilray (TLRY) use proceeds from the $180,000,000 ATM program?

Tilray states the at-the-market program is intended to enhance financial flexibility and support its global beverage platform. Management links this capital access to investing behind brands like BrewDog and broader beverage expansion, aligning funding with long-term growth priorities and market conditions.

What UK medical cannabis move did Tilray (TLRY) highlight?

Tilray acquired Lyphe Group, a UK medical cannabis clinic and digital pharmacy platform. Lyphe Dispensary has dispensed about 150,000 units and Lyphe Clinic has treated over 16,000 patients, expanding Tilray Medical’s vertically integrated presence and patient access in a key European healthcare market.

What are Tilray’s (TLRY) plans for the BrewDog business?

Tilray is stabilizing and investing in BrewDog to support its next growth phase, focusing on brewing volumes, distribution and revitalizing brewpubs. The company targets BrewDog being cash flow positive in 2027 and aims to rebuild the brand toward its prior valuation through operational improvements and brand building.

How is Tilray (TLRY) preparing for potential U.S. medical cannabis rescheduling?

Tilray is monitoring U.S. rescheduling efforts and engaging with policymakers, citing its experience in regulated medical markets. It is evaluating participation in a Center for Medicare and Medicaid Innovation pilot involving Accountable Care Organizations to supply hemp-derived medical cannabis and collect data on patient outcomes.

What growth strategy did Tilray (TLRY) outline for its beverage portfolio?

Tilray plans to scale BrewDog across the UK, Australia and the U.S., while expanding American craft brands and partners like Carlsberg. It will also launch Hi*Ball Energy in the UK, aiming to capture additional demand in the growing functional beverage category alongside broader beverage platform expansion.

Filing Exhibits & Attachments

6 documents

Press Releases

Other Documents