Tilray Trades Convertible Notes for Stock, Expands Float by 12.6M Shares

Rhea-AI Filing Summary

Tilray Brands (Nasdaq: TLRY) filed a Form 8-K reporting a private debt-for-equity exchange completed on June 16 2025 under Item 3.02.

The company exchanged $5 million principal of its 5.20% Convertible Senior Notes due 2027 for 12,591,816 newly issued common shares. The transaction was executed with a single, unrelated holder and relied on the Securities Act Section 3(a)(9) exemption, so the shares were issued without SEC registration and no commissions were paid.

The exchange immediately reduces outstanding debt and future interest expense but increases the public float, creating potential dilution for existing shareholders. The disclosed figures imply an exchange price of roughly $0.40 per share, though the filing does not comment on market pricing.

No other material events, financial statements, legal proceedings, or risk factors were included in this report.

Positive

• Debt reduction: Retired $5 million principal of 5.20% Convertible Senior Notes, lowering future interest expense.

Negative

• Dilution: Issued 12.59 million new shares, immediately increasing the share count and potentially pressuring per-share metrics.

Insights

Capital Markets Analyst

TL;DR: Modest deleveraging offset by dilution; balance-sheet impact limited.

Debt reduction: Retiring $5 million of 5.20% notes lowers ongoing interest (~$0.26 million annually) and trims 2027 maturity exposure. Dilution cost: 12.6 million new shares enlarge equity base; exact percentage cannot be calculated from the filing but will increase share count immediately. Valuation signal: An implied $0.40 exchange price suggests the noteholder accepted equity at a discount; however, management provides no commentary on pricing rationale or relative market levels. Materiality: Scale appears small relative to Tilray’s historical financing rounds, so overall leverage and liquidity profile are not radically changed. Net impact = neutral.

Corporate Governance Specialist

TL;DR: Share issuance increases float, minimal governance concerns identified.

The Section 3(a)(9) exemption avoids registration, expediting balance-sheet cleanup while keeping compliance costs low. Dilution is the primary governance consideration; minority holders receive no voting approval opportunity because NYSE/Nasdaq rules allow private exchanges below 20% thresholds. Absence of board commentary on strategic intent leaves shareholders without context on future capital-structure plans. No change in control provisions triggered, and no insider participation disclosed, reducing conflict-of-interest risk. Overall governance impact is limited but transparency could be better.

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.

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): June 16, 2025

Tilray Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38594	82-4310622
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)
265 Talbot Street West,
Leamington, ON		N8H 5L4
(Address of Principal Executive Offices,		(Zip 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	Name of each exchange on which registered
	Symbol(s)
Common Stock, $0.0001 par	TLRY
value per share		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.

Tilray Brands, Inc. (the “Company”) has entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party.  Pursuant to the Exchange Transaction, the Company issued 12,591,816 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $5 million principal amount of the Company’s 5.20% Convertible Senior Notes due June 1, 2027.

The shares of Common Stock issued in the Exchange Transaction 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: June 23, 2025                                                                                     

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel

FAQ

How many shares did TLRY issue in the June 2025 debt-for-equity exchange?

Tilray issued 12,591,816 common shares to the noteholder.

What amount of debt did TLRY retire through this exchange?

The company cancelled $5 million principal of its 5.20% Convertible Senior Notes due 2027.

Were the new TLRY shares registered with the SEC?

No. The shares were issued under Securities Act Section 3(a)(9) and therefore not registered.

Does the filing mention any cash paid or commissions for the exchange?

No. Tilray stated no cash, commissions, or other remuneration were paid for soliciting the exchange.

Will TLRY shareholders vote on this transaction?

The filing indicates no shareholder vote is required because the exchange falls under allowed private transaction thresholds.