Tilray Brands swaps $6M notes for 1.38M shares

Tilray Brands, Inc. entered into private debt-for-equity exchange transactions with unrelated parties on August 4, 2026.

Rhea-AI Filing Summary

Tilray Brands, Inc. entered into private debt-for-equity exchange transactions with unrelated parties on August 4, 2026. The company exchanged $6 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027 for 1,377,334 shares of its common stock.

The common shares were issued in a private transaction without Securities Act registration, relying on the Section 3(a)(9) exemption for exchanges with existing security holders, with no commission or other remuneration paid for soliciting the exchange.

Filing Explained

The completed exchange adds 1,377,334 common shares, diluting existing ownership, in return for $6 million of 2027 convertible-note principal.

The completed August 4 exchange moved $6 million of principal from Tilray’s 5.20% convertible senior notes due June 15, 2027 into 1,377,334 newly issued common shares, changing the company’s debt-and-equity structure.

Because issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, this issuance dilutes existing common ownership.

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

Notes Exchanged: $6 million aggregate principal amount Shares Issued: 1,377,334 shares Coupon Rate: 5.20% +2 more

5 metrics

Notes Exchanged $6 million aggregate principal amount 5.20% Convertible Senior Notes due June 15, 2027 exchanged for equity

Shares Issued 1,377,334 shares Common stock issued in private debt-for-equity exchange transactions

Coupon Rate 5.20% Interest rate on Convertible Senior Notes due June 15, 2027

Securities Act Exemption Section 3(a)(9) Exemption used for unregistered issuance of common stock in exchange

Maturity Date of Notes June 15, 2027 Maturity of 5.20% Convertible Senior Notes partially exchanged

Key Terms

debt-for-equity exchange transactions, Convertible Senior Notes, Section 3(a)(9), par value

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)"

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.

par value financial

"Common Stock, $0.0001 par value per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

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

What transaction did Tilray Brands (TLRY) report on August 4, 2026?

Tilray Brands reported private debt-for-equity exchange transactions, where it issued common shares in exchange for outstanding convertible notes, altering its capital structure.

How many Tilray Brands (TLRY) shares were issued in the exchange?

Tilray Brands issued 1,377,334 shares of its common stock in the exchange transactions, delivering equity to noteholders in place of a portion of its outstanding 5.20% Convertible Senior Notes.

What amount of Tilray Brands (TLRY) notes was exchanged for equity?

The company exchanged $6 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027 for newly issued shares of Tilray Brands common stock.

What type of securities did Tilray Brands (TLRY) exchange in this transaction?

Tilray Brands exchanged its 5.20% Convertible Senior Notes due June 15, 2027 for common stock, moving a portion of its obligations from debt to equity via private transactions.

Under what legal exemption were Tilray Brands (TLRY) shares issued?

The new common shares were issued under the Section 3(a)(9) exemption of the Securities Act, as securities exchanged with existing holders, with no commission or other remuneration paid for soliciting the exchange.

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

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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): August 4, 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.

On August 4, 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 1,377,334 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $6 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: August 10, 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