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

Tilray Brands (TLRY) swaps $12M convertible notes for new common stock

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Tilray Brands, Inc. entered into private debt-for-equity exchange transactions between April 1 and April 8, 2026. The company exchanged $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027 for newly issued common shares.

The common stock was issued in unregistered transactions relying on Section 3(a)(9) of the Securities Act of 1933, which allows exchanges with existing security holders without paying commissions or other remuneration for soliciting the exchange.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Convertible notes exchanged $12 million aggregate principal amount 5.20% Convertible Senior Notes due June 15, 2027
Coupon rate on notes 5.20% Convertible Senior Notes due June 15, 2027
Securities Act exemption Section 3(a)(9) Unregistered exchange of notes for common stock
Exchange transaction window April 1–8, 2026 Period when private exchanges occurred
debt-for-equity exchange transactions financial
"entered into certain private debt-for-equity exchange transactions (the “Exchange Transactions”)"
5.20% Convertible Senior Notes due June 15, 2027 financial
"aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027"
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 (the “Securities Act”)"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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 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 April 1, 2026 and April 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 1,879,696 million 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: April 14, 2026
  
 
By:
 /s/ Mitchell Gendel
 
Name:
 Mitchell Gendel
 
Title:
 Global General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Tilray Brands (TLRY) announce in this 8-K filing?

Tilray Brands reported private debt-for-equity exchange transactions. The company issued common stock in exchange for $12 million principal of its 5.20% Convertible Senior Notes due June 15, 2027 with existing noteholders.

How much Tilray Brands (TLRY) debt was involved in the exchange?

The exchanges covered $12 million aggregate principal amount of Tilray’s 5.20% Convertible Senior Notes due June 15, 2027. That entire amount was exchanged for newly issued shares of Tilray common stock in private transactions.

What type of securities did Tilray Brands (TLRY) issue in the exchange?

Tilray Brands issued shares of its common stock, with a par value of $0.0001 per share. These shares were provided to existing holders of its 5.20% Convertible Senior Notes due June 15, 2027 in exchange for the notes.

Were Tilray Brands (TLRY) shares in this exchange registered with the SEC?

The shares of common stock issued in the exchange were not registered. Tilray relied on the Section 3(a)(9) exemption under the Securities Act of 1933 for exchanges with existing security holders without paying commissions or other remuneration.

When did Tilray Brands (TLRY) complete these exchange transactions?

The exchange transactions occurred between April 1, 2026 and April 8, 2026. During this period Tilray Brands entered into private agreements with unrelated parties holding its 5.20% Convertible Senior Notes due June 15, 2027.

Who participated in Tilray Brands (TLRY) debt-for-equity exchanges?

The exchanges involved unrelated parties who already held Tilray’s 5.20% Convertible Senior Notes due June 15, 2027. They received newly issued Tilray common stock directly from the company in place of their notes.

Filing Exhibits & Attachments

3 documents

Other Documents