Tilray acquires $6.65M note from DDH, issues 2.2M common and 120K Series A preferred shares

Tilray Brands, Inc.

Acquired promissory note of $6,648,304 from Double Diamond Holdings (DDH) in exchange for 2,208,739 Class 2 common shares and 120,000 Series A preferred shares.
Series A Preferred Stock has 1,000 votes per share, voting only on Charter Amendments to simplify capital structure to two classes.
DDH entered Voting Agreement to vote shares in favor of Charter Amendments and granted irrevocable proxy to Tilray.
Preferred Stock automatically converts to Common Stock upon stockholder approval of Charter Amendments.
Transfer of Preferred Stock is restricted under Voting Agreement.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

Tilray Brands, Inc. entered into Assignment and Assumption Agreement with Double Diamond Holdings Ltd. valued at Tilray acquired a promissory note in the amount of USD$6,648,304; Tilray issued 2,208,739 shares of (effective 2023-02-21).

Action: entry
Counterparty: Double Diamond Holdings Ltd.
Value: Tilray acquired a promissory note in the amount of USD$6,648,304; Tilray issued 2,208,739 shares of
Effective: 2023-02-21

Exact text from the filing

On February 21, 2023, Tilray Brands, Inc., a Delaware corporation (“ Tilray ” or the “ Company ”), entered into an assignment and assumption agreement (the “ Assignment and Assumption Agreement ”) with Double Diamond Holdings Ltd. (“ DDH ”), an Ontario corporation, pursuant to which, among other things, Tilray acquired from DDH a promissory note in the amount of USD$6,648,304 (the “ Note ”) payable by 1974568 Ontario Limited (“ Aphria Diamond ”).

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Tilray Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-007736

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