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    SEC Form SC 13G/A filed

    2/16/21 10:08:34 AM ET
    $TLRY
    Medicinal Chemicals and Botanical Products
    Health Care
    Get the next $TLRY alert in real time by email
    SC 13G/A 1 tm216476d50_sc13ga.htm SCHEDULE 13G/A

     

    CUSIP No: 88688T100

     

     

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    SCHEDULE 13G

     

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO § 240.13d-2.

     

    (Amendment No. 1)*

     

    Tilray, Inc.

    (Name of Issuer)

     

    Class 2 Common Stock, $0.0001 par value per share

    (Title of Class of Securities)

     

    88688T100

    (CUSIP Number)

     

    December 31, 2020

    (Date of Event Which Requires Filing of this statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ¨Rule 13d-1(b)
    xRule 13d-1(c)
    ¨Rule 13d-1(d)

     

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No: 88688T100

     

    (1)NAMES OF REPORTING PERSONS
      
      CVI Investments, Inc.
       
    (2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (SEE INSTRUCTIONS)
      (a) ¨
      (b) ¨
          
    (3)SEC USE ONLY
      
    (4)CITIZENSHIP OR PLACE OF ORGANIZATION
      
      Cayman Islands
       

     

    NUMBER OF (5) SOLE VOTING POWER
         
    SHARES   0
         
    BENEFICIALLY (6) SHARED VOTING POWER **
         
    OWNED BY   7,012,907
         
    EACH (7) SOLE DISPOSITIVE POWER
         
    REPORTING   0
         
    PERSON WITH (8) SHARED DISPOSITIVE POWER **
         
        7,012,907

     

    (9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      7,012,907
       
    (10)CHECK BOX IF THE AGGREGATE AMOUNT
      IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
        ¨
       
    (11) PERCENT OF CLASS REPRESENTED
      BY AMOUNT IN ROW (9)
       
      4.9%
       
    (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      CO
       

     

    ** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

     

     

     

     

    CUSIP No: 88688T100

     

    (1)NAMES OF REPORTING PERSONS
      
     Heights Capital Management, Inc.
      
    (2)

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (SEE INSTRUCTIONS)

        (a) ¨
        (b) ¨
           
    (3)SEC USE ONLY
      
    (4)CITIZENSHIP OR PLACE OF ORGANIZATION
      
      Delaware
       

     

    NUMBER OF (5) SOLE VOTING POWER
         
    SHARES   0
         
    BENEFICIALLY (6) SHARED VOTING POWER **
         
    OWNED BY   7,012,907
         
    EACH (7) SOLE DISPOSITIVE POWER
         
    REPORTING   0
         
    PERSON WITH (8) SHARED DISPOSITIVE POWER **
         
        7,012,907
         

    (9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      7,012,907
       
    (10)CHECK BOX IF THE AGGREGATE AMOUNT
    IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
        ¨
       
    (11)PERCENT OF CLASS REPRESENTED
    BY AMOUNT IN ROW (9)
      
      4.9%
       
    (12)TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    CO

     

    ** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

     

     

     

     

    CUSIP No: 88688T100

     

    Item 1.

     

    (a) Name of Issuer
       
      Tilray, Inc. (the “Company”)
       
    (b) Address of Issuer’s Principal Executive Offices
       
      1100 Maughan Road, Nanaimo, BC, Canada V9X 1J2

     

     

     

    Item 2 (a). Name of Person Filing

     

    This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Class 2 Common Stock of the Company, $0.0001 par value per share (the “Shares”).

     

    (i)CVI Investments, Inc.

     

    (ii)Heights Capital Management, Inc.

     

    Item 2(b). Address of Principal Business Office or, if none, Residence

     

    The address of the principal business office of CVI Investments, Inc. is:

     

    P.O. Box 309GT

    Ugland House

    South Church Street

    George Town

    Grand Cayman

    KY1-1104

    Cayman Islands

     

    The address of the principal business office of Heights Capital Management, Inc. is:

     

    101 California Street, Suite 3250

    San Francisco, California 94111

     

    Item 2(c). Citizenship

     

    Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     

    Item 2(d) Title of Class of Securities

     

    Class 2 Common Stock, $0.0001 par value per share

     

    Item 2(e) CUSIP Number

     

    88688T100       

     

    Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

    (a)¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

     

     

     

     

    CUSIP No: 88688T100

           

    (b)¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
         
    (c)¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
         
    (d)¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
      
    (e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
         
    (f)¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
         
    (g)¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
         
    (h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
    (i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
         
    (j)¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
         
    (k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

     

    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

     

    Item 4. Ownership

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

    The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     

    The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%.

     

    The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 indicates there were 133,526,319 Shares outstanding as of November 9, 2020.

     

    Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

     

     

     

     

    CUSIP No: 88688T100

     

    Item 5. Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

     

    Item 6. Ownership of More than Five Percent on Behalf of Another Person

     

    Not applicable.

     

    Item 7 . Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     

    Not applicable.

     

    Item 8 . Identification and Classification of Members of the Group

     

    Not applicable.

     

    Item 9. Notice of Dissolution of Group

     

    Not applicable.

     

    Item 10. Certification

     

    By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

     

     

    CUSIP No: 88688T100

     

    SIGNATURES

     

    After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

     

    Dated: February 10, 2021

     

    CVI INVESTMENTS, INC. HEIGHTS CAPITAL MANAGEMENT, INC.
       
    By: Heights Capital Management, Inc. pursuant to a Limited Power of By: /s/ Brian Sopinsky
    Attorney, a copy of which was Name:  Brian Sopinsky
    previously filed Title: Secretary
     
         
    By: /s/ Brian Sopinsky
    Name:   Brian Sopinsky  
    Title: Secretary  

     

     

     

     

    CUSIP No: 88688T100

     

    EXHIBIT INDEX

     

    EXHIBIT   DESCRIPTION
    I   Limited Power of Attorney*
    II   Joint Filing Agreement*
         

    *Previously filed

     

     

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