Tilray swaps $12M notes for 2.64M shares

Tilray Brands, Inc. completed private debt-for-equity exchanges, issuing 2,638,341 shares of common stock between June 15 and June 24, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tilray Brands, Inc. completed private debt-for-equity exchanges, issuing 2,638,341 shares of common stock between June 15 and June 24, 2026. These shares were exchanged for $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027.

The exchanges were conducted with unrelated existing noteholders in unregistered transactions relying on the Section 3(a)(9) exemption under the Securities Act, meaning no commission or other remuneration was paid for soliciting the exchanges.

Insights

Tilray exchanges $12M of convertible notes into equity, modestly reducing debt while adding new shares.

Tilray Brands used private debt-for-equity exchanges to retire $12 million principal of its 5.20% Convertible Senior Notes due June 15, 2027, issuing 2,638,341 common shares in return. This shifts part of its capital structure from debt toward equity.

The move removes interest-bearing obligations tied to the 5.20% notes but increases the share count, diluting existing holders to some degree. Because the exchanges relied on Section 3(a)(9), they involved existing security holders and no commissions were paid, which helps keep transaction costs contained.

While the excerpt doesn’t quantify Tilray’s total debt or equity base, the $12 million exchanged appears as a targeted balance-sheet action rather than a full recapitalization. Future filings may show whether the company continues using similar exchanges to address remaining notes maturing in 2027.

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

Shares issued in exchange: 2,638,341 shares Debt principal exchanged: $12 million Coupon rate: 5.20% +3 more

6 metrics

Shares issued in exchange 2,638,341 shares Common stock issued in private debt-for-equity exchanges

Debt principal exchanged $12 million Aggregate principal of 5.20% Convertible Senior Notes

Coupon rate 5.20% Interest rate on Convertible Senior Notes exchanged

Notes maturity date June 15, 2027 Maturity of Convertible Senior Notes involved in exchange

Exchange period start June 15, 2026 Beginning of private exchange transactions

Exchange period end June 24, 2026 End of private exchange transactions

Key Terms

private debt-for-equity exchange transactions, Convertible Senior Notes, unregistered sales of equity securities, Section 3(a)(9) of the Securities Act, +1 more

5 terms

private debt-for-equity exchange transactions financial

"Between June 15, 2026 and June 24, 2026, Tilray Brands, Inc. ... entered into certain private debt-for-equity exchange transactions"

Convertible Senior Notes financial

"in exchange for $12 million aggregate principal amount of the Company’s 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.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Section 3(a)(9) of the Securities Act regulatory

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

existing security holder financial

"as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid"

FAQ

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

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

Tilray Brands reported private debt-for-equity exchanges, issuing 2,638,341 common shares in return for $12 million principal of its 5.20% Convertible Senior Notes due June 15, 2027. These transactions adjust its capital structure by reducing debt and increasing equity.

How many Tilray (TLRY) shares were issued in the debt-for-equity exchange?

Tilray issued 2,638,341 shares of common stock in the exchange transactions. These shares were provided to existing noteholders in return for $12 million aggregate principal of 5.20% Convertible Senior Notes due June 15, 2027, increasing the overall number of outstanding shares.

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

Tilray exchanged $12 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027. In return, it issued 2,638,341 shares of common stock, lowering that portion of its interest-bearing debt while modestly diluting existing shareholders through new equity.

Over what period did Tilray (TLRY) complete these exchange transactions?

The exchange transactions occurred between June 15, 2026 and June 24, 2026. During this period, Tilray negotiated private exchanges with unrelated existing noteholders, swapping $12 million principal of convertible notes for 2,638,341 newly issued common shares.

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

No, the new Tilray shares issued in the exchanges were unregistered. The company relied on Section 3(a)(9) of the Securities Act, which allows exchanges with existing security holders when no commission or other remuneration is paid for soliciting the transaction.

What type of debt did Tilray (TLRY) convert into shares?

Tilray converted part of its 5.20% Convertible Senior Notes due June 15, 2027 into equity. Specifically, $12 million aggregate principal of these notes was exchanged for 2,638,341 common shares, slightly reducing future interest obligations tied to that note tranche.

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

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Accepted by SEC EDGAR 06/30/2026 - 05:01 PM

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 24, 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 June 15, 2026 and June 24, 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 2,638,341 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: June 30, 2026
	By:	/s/ Mitchell Gendel
	Name: Mitchell Gendel
	Title: Global General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Tilray swaps $12M notes for 2.64M shares

Rhea-AI Filing Summary

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