---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-027543"
form_type: "8-K"
ticker: "TLRY"
cik: "0001731348"
company_name: "Tilray Brands, Inc."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:39:14.970907+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Tilray issues $150M 5.20% convertible notes due 2027; repurchases $135M of existing notes

## Summary
- Offering of $150M aggregate principal amount; underwriters have 30-day option for additional $22.5M.
- Notes bear 5.20% interest, mature June 15, 2027, convertible at ~$2.66 per share (12.5% premium to $2.36 close).
- Net proceeds of ~$144.8M; $138.3M used to repurchase $12.5M of 2023 notes and $122.5M of 2024 notes.
- Remaining proceeds for general corporate purposes.
- Entered share lending agreement for up to 38.5M new shares to facilitate note purchasers' hedges; nominal fee received.

## SEC filing metadata
- accession: 0001140361-23-027543
- form_type: 8-K
- ticker: TLRY
- cik: 0001731348
- company_name: Tilray Brands, Inc.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1731348/000114036123027543/0001140361-23-027543-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1731348/000114036123027543/ny20009174x9_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-027543
- JSON: https://secwatch.observer/filing/0001140361-23-027543.json
- Plain text: https://secwatch.observer/filing/0001140361-23-027543.txt

## Key facts
- Debt Financings
  Tilray Brands, Inc. incurred convertible notes of $150,000,000 aggregate principal amount with Jefferies LLC and BofA Securities, Inc. at 5.20% maturing mature on June 15, 2027.
  - Instrument: convertible notes
  - Principal: $150,000,000 aggregate principal amount
  - Counterparty: Jefferies LLC and BofA Securities, Inc.
  - Rate: 5.20%
  - Maturity: mature on June 15, 2027
  - Event: incurrence
  source text: Tilray Brands, Inc. (“Tilray”) completed its registered underwritten public offering of $150,000,000 aggregate principal amount of 5.20% Convertible Senior Notes due 2027 (the “notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123027543/0001140361-23-027543-index.htm
- Material Agreements
  Tilray Brands, Inc. entered into Underwriting Agreement with Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters valued at $150,000,000 aggregate principal amount (effective 2023-05-25).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters
  - Value: $150,000,000 aggregate principal amount
  - Effective: 2023-05-25
  source text: On May 31, 2023, Tilray Brands, Inc. (“Tilray”) completed its registered underwritten public offering of $150,000,000 aggregate principal amount of 5.20% Convertible Senior Notes due 2027 (the “notes”) pursuant to an underwriting agreement, dated May 25, 2023 (the “Underwriting Agreement”), among Tilray, and Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123027543/0001140361-23-027543-index.htm
- Material Agreements
  Tilray Brands, Inc. entered into Indenture with Computershare Trust Company, N.A. valued at $150,000,000 aggregate principal amount (effective 2023-05-31).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company, N.A.
  - Value: $150,000,000 aggregate principal amount
  - Effective: 2023-05-31
  source text: Tilray and Computershare Trust Company, N.A., as trustee (the “Trustee”) entered into an indenture (the “Base Indenture”) and a first supplemental indenture (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), each dated May 31, 2023, providing for issuance of the notes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123027543/0001140361-23-027543-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.