Tilray Brands Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

false 0001731348 0001731348 2025-11-26 2025-11-26

 

 

 

 

 

 

 

 

 

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 3.03   Material Modification to Rights of Security Holders.

 

The board of directors (“Board”) of Tilray Brands, Inc., a Delaware corporation (the “Company” or "Tilray"), approved the implementation of a reverse stock split of the Company’s outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”), as previously approved at the special meeting of stockholders held on June 10, 2025. The Reverse Stock Split will become legally effective as of 4:01 p.m. Eastern Standard Time on December 1, 2025 (the “Legal Effective Date”), and the Common Stock will open for trading on The Nasdaq Global Select Market and the Toronto Stock Exchange on a reverse split-adjusted basis on December 2, 2025, under the existing trading symbol “TLRY” and with the new CUSIP number of 88688T209.

 

Reason for the Reverse Stock Split.

 

The Company is effectuating the Reverse Stock Split in order to achieve several expected objectives, including (i) aligning Tilray’s number of shares outstanding with companies of its size and scope; (ii) making Tilray more attractive to institutional shareholders; and (iii) reducing expenditures associated with Tilray’s Annual Meeting of Stockholders.

 

 

On the Legal Effective Date, every ten shares of the Common Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 88688T209.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. Each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split, except for adjustments that will result from rounding fractional shares down to whole shares.

 

Pacific Stock Transfer will act as the paying agent for the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. Stockholders owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

 

 

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01   Other Events.

 

On November 26, 2025, the Company issued a press release disclosing the Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

(d)       Exhibits.

 

 

 

 

 

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.

 

Date: November 26, 2025                                                                                     

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel