Tilray swaps $12M notes for 2.8M shares

Rhea-AI Filing Summary

Tilray Brands, Inc. (TLRY) completed private debt-for-equity exchange transactions between August 31, 2026 and September 8, 2026, issuing 2,841,650 shares of common stock in exchange for $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.

The common shares were issued in unregistered exchanges relying on the Section 3(a)(9) exemption under the Securities Act of 1933, as exchanges with existing security holders where no commission or other remuneration was paid for soliciting the transactions.

Filing Explained

The executed exchange swaps twelve million dollars of convertible-note principal for issued shares, reducing existing holders’ percentage ownership absent offsets.

The shares have been issued in the reported exchange transactions, so the disclosure reflects an executed capital-structure change: $12 million of convertible-note principal was exchanged for 2,841,650 common shares.

Under the supplied dilution definition, issuing those additional shares reduces existing holders’ percentage ownership absent offsetting changes; the filing provides no such offsetting change.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Common shares issued: 2,841,650 shares Debt principal exchanged: $12 million Coupon on Convertible Senior Notes: 5.20% +3 more

6 metrics

Common shares issued 2,841,650 shares Issued in private debt-for-equity exchange transactions

Debt principal exchanged $12 million Aggregate principal amount of 5.20% Convertible Senior Notes due June 15, 2027

Coupon on Convertible Senior Notes 5.20% Interest rate on Convertible Senior Notes exchanged

Maturity date of exchanged notes June 15, 2027 Maturity of 5.20% Convertible Senior Notes exchanged for equity

Exchange transaction period start August 31, 2026 Beginning of the period during which exchange transactions occurred

Exchange transaction period end September 8, 2026 End of the period during which exchange transactions occurred

Key Terms

debt-for-equity exchange transactions, Convertible Senior Notes, Section 3(a)(9), Securities Act of 1933

4 terms

debt-for-equity exchange transactions financial

"entered into certain private debt-for-equity exchange transactions"

Convertible Senior Notes financial

"5.20% Convertible Senior Notes due June 15, 2027"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Section 3(a)(9) regulatory

"in reliance on the exemption provided by Section 3(a)(9) of the Securities Act"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Securities Act of 1933 regulatory

"under the Securities Act of 1933, as amended"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tilray Brands, Inc. (TLRY) announce in this Form 8-K?

Tilray Brands, Inc. reported completing private debt-for-equity exchange transactions in which it issued 2,841,650 common shares in exchange for $12 million principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.

How many Tilray (TLRY) shares were issued in the exchange and for what amount of debt?

Tilray issued 2,841,650 shares of common stock in exchange for $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.

Over what period did Tilray (TLRY) conduct these debt-for-equity exchanges?

The exchange transactions occurred between August 31, 2026 and September 8, 2026, during which Tilray entered into private debt-for-equity exchanges with unrelated parties.

Were Tilray’s new shares registered under the Securities Act of 1933?

No. The 2,841,650 common shares issued in the exchanges were not registered under the Securities Act of 1933 and relied on the Section 3(a)(9) exemption for exchanges with existing security holders.

Did Tilray (TLRY) pay commissions for soliciting the exchange transactions?

Tilray stated that no commission or other remuneration was paid or given directly or indirectly for soliciting the debt-for-equity exchange transactions conducted between August 31 and September 8, 2026.

What type of securities did Tilray (TLRY) exchange for common stock?

Tilray exchanged 5.20% Convertible Senior Notes due June 15, 2027, with an aggregate principal amount of $12 million, for newly issued common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:14 PM Accepted by SEC EDGAR 09/14/2026 - 05:12 PM Learn about SEC filing dates

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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): September 8, 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, ON		N8H 4H3
(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 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.

Between August 31, 2026 and September 8, 2026, Tilray Brands, Inc. (the “Company”) entered into certain private debt-for-equity exchange transactions (the “Exchange Transactions”) with unrelated parties. Pursuant to the Exchange Transactions, the Company issued an aggregate of 2,841,650 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $12 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027.

The shares of Common Stock issued in the Exchange Transactions were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 3(a)(9) of the Securities Act as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

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: September 14, 2026
	By:	/s/ Mitchell Gendel
	Name:	Mitchell Gendel
	Title:	Global General Counsel

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB