Tilray, Inc. (TLRY) reports private debt-for-equity exchange transaction

Tilray, Inc. (NASDAQ: TLRY) disclosed:

May 13, 2024, Tilray Brands, Inc. (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 expects to issue an aggregate of up to 13.1 million shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for $19.8 million aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due June 1, 2024 (the “2024 Convertible Notes”).

There are no 2024 Convertible Notes that remain outstanding as of May 14, 2024, after giving effect to the Exchange Transaction.

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.

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