Tilray Brands (NASDAQ: TLRY) 8-K adds DLA Piper legal opinion

Rhea-AI Filing Summary

Tilray Brands, Inc. filed a Form 8-K to add legal documentation connected to an existing securities registration. The filing is made in connection with Registration Statement No. 333-267788 and mainly serves to submit an additional exhibit rather than to report a business event.

The 8-K includes an opinion of DLA Piper LLP (US) as Exhibit 5.1, along with a cover page interactive data file as Exhibit 104. This is an administrative update that supports the company’s previously filed registration materials.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 10, 2025

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	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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 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 8.01 Other Events.

This current report on Form 8-K is filed for the purpose of filing the attached exhibit in connection with the Registration Statement No. 333-267788.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
5.1		Opinion of DLA Piper LLP (US)
104		Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.

	Tilray Brands, Inc.
Date: September 10, 2025
	By:	/s/ Mitchell Gendel
		Name: Mitchell Gendel
		Title: Global General Counsel

FAQ

What is the purpose of Tilray Brands (TLRY) latest Form 8-K?

Tilray Brands filed this Form 8-K mainly to submit additional exhibits related to Registration Statement No. 333-267788. It is an administrative filing rather than a disclosure of new operating or financial developments.

What exhibits are included in Tilray Brands (TLRY) September 10, 2025 8-K?

The 8-K includes Exhibit 5.1, which is an opinion of DLA Piper LLP (US), and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document. These exhibits support Registration Statement No. 333-267788.

What is Exhibit 5.1 in Tilray Brands (TLRY) Form 8-K?

Exhibit 5.1 is a legal opinion from DLA Piper LLP (US). Tilray Brands filed this opinion in connection with Registration Statement No. 333-267788, providing formal legal documentation related to that registration.

Which law firm provided the legal opinion in Tilray Brands (TLRY) 8-K?

The legal opinion in Exhibit 5.1 was provided by DLA Piper LLP (US). Tilray Brands submitted this opinion as part of the exhibits to support Registration Statement No. 333-267788 referenced in the Form 8-K.

Does the Tilray Brands (TLRY) 8-K announce new financial results or major transactions?

The Form 8-K does not present new financial results or major transactions. It is filed primarily to add a legal opinion (Exhibit 5.1) and an Inline XBRL cover page file related to Registration Statement No. 333-267788.