Tilray Brands (TLRY) swaps notes for stock and issues shares in Lyphe Group acquisition

Rhea-AI Filing Summary

Tilray Brands, Inc. reported that it issued new common shares in connection with an acquisition and a debt-for-equity swap. On April 15, 2026, the company issued 398,666 shares of common stock as partial consideration for its acquisition of the Lyphe Group. On June 3, 2026, Tilray completed a private debt-for-equity exchange, issuing 1,214,186 common shares in exchange for $6 million aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027. The acquisition-related shares were issued under Section 4(a)(2) of the Securities Act, and the exchange shares were issued under Section 3(a)(9), both without registration.

Insights

Capital structure analyst

Tilray exchanges shares for notes and issues stock for an acquisition.

Tilray Brands used equity for two purposes: partial payment for the Lyphe Group acquisition and retirement of debt. It issued 398,666 shares as part of the purchase price and 1,214,186 shares to cancel $6 million of 5.20% Convertible Senior Notes due June 15, 2027.

Both issuances relied on Securities Act exemptions, Section 4(a)(2) for the acquisition consideration and Section 3(a)(9) for the debt-for-equity exchange. These steps modestly adjust the mix of debt and equity on the balance sheet while completing part of the Lyphe Group deal structure.

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 for Lyphe Group acquisition: 398,666 shares Shares issued in debt-for-equity exchange: 1,214,186 shares Convertible notes principal exchanged: $6 million +3 more

6 metrics

Shares issued for Lyphe Group acquisition 398,666 shares Partial consideration under April 15, 2026 share purchase agreement

Shares issued in debt-for-equity exchange 1,214,186 shares For convertible notes exchanged on June 3, 2026

Convertible notes principal exchanged $6 million 5.20% Convertible Senior Notes due June 15, 2027

Coupon on convertible notes 5.20% Convertible Senior Notes due June 15, 2027

Securities Act exemption for acquisition shares Section 4(a)(2) Unregistered issuance for Lyphe Group acquisition

Securities Act exemption for exchange shares Section 3(a)(9) Unregistered issuance in debt-for-equity exchange

Key Terms

debt-for-equity exchange transaction, 5.20% Convertible Senior Notes due June 15, 2027, Section 4(a)(2), Section 3(a)(9), +1 more

5 terms

debt-for-equity exchange transaction financial

"the Company entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party"

5.20% Convertible Senior Notes due June 15, 2027 financial

"in exchange for $6 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027"

Section 4(a)(2) regulatory

"issued without registration under the Securities Act of 1933 ... in reliance on the exemption provided by Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Section 3(a)(9) regulatory

"issued in the Exchange Transaction were issued without registration under the Securities Act in reliance on the exemption provided by Section 3(a)(9) thereof"

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.

share purchase agreement financial

"pursuant to that certain share purchase agreement, dated April 15, 2026, by and among the Company, Tilray Holdings, Inc., ... and the sellers"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

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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 3, 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 April 15, 2026, Tilray Brands, Inc. (the “Company”) issued 398,666 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as partial consideration pursuant to that certain share purchase agreement, dated April 15, 2026, by and among the Company, Tilray Holdings, Inc., a wholly-owned subsidiary of the Company, and the sellers party thereto, relating to the Company’s acquisition of the Lyphe Group (the “Lyphe Acquisition”).

On June 3, 2026, the Company entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party. Pursuant to the Exchange Transaction, the Company issued an aggregate of 1,214,186 shares of 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 connection with the Lyphe Acquisition were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 4(a)(2) thereof, and the shares of Common Stock issued in the Exchange Transaction were issued without registration under the Securities Act in reliance on the exemption provided by Section 3(a)(9) thereof.

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 9, 2026
	By:	Mitchell Gendel
	Name: Mitchell Gendel
	Title: Global General Counsel

FAQ

What stock issuances did Tilray Brands (TLRY) disclose in this 8-K?

Tilray Brands disclosed issuing 398,666 common shares as partial consideration for acquiring Lyphe Group, and 1,214,186 common shares in a private debt-for-equity exchange for $6 million principal of its 5.20% Convertible Senior Notes due June 15, 2027.

How is Tilray Brands (TLRY) financing the Lyphe Group acquisition?

Tilray Brands is partly financing the Lyphe Group acquisition with equity, issuing 398,666 common shares as partial consideration under a share purchase agreement dated April 15, 2026. This shifts part of the purchase price from cash or debt toward stock-based payment.

What are the terms of Tilray Brands’ debt-for-equity exchange?

Tilray Brands entered a private debt-for-equity exchange on June 3, 2026, issuing 1,214,186 common shares for $6 million aggregate principal of its 5.20% Convertible Senior Notes due June 15, 2027. The transaction was with an unrelated party under Securities Act Section 3(a)(9).

Which Securities Act exemptions did Tilray Brands (TLRY) rely on for these share issuances?

Tilray Brands relied on Section 4(a)(2) of the Securities Act for issuing 398,666 shares as Lyphe Group acquisition consideration, and Section 3(a)(9) for issuing 1,214,186 shares in the debt-for-equity exchange, allowing both issuances to proceed without registration.

What type of securities did Tilray Brands retire in the exchange transaction?

Tilray Brands retired $6 million aggregate principal of its 5.20% Convertible Senior Notes due June 15, 2027 through a private exchange for 1,214,186 common shares. These notes are convertible senior debt instruments that would otherwise have remained outstanding until maturity.

Who signed the Tilray Brands (TLRY) 8-K covering these transactions?

The 8-K detailing Tilray Brands’ share issuances for the Lyphe Group acquisition and the debt-for-equity exchange was signed on behalf of the company by Mitchell Gendel, who serves as Global General Counsel of Tilray Brands, Inc.

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