{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-014692","form_type":"8-K","ticker":"TLRY","cik":"0001731348","company_name":"Tilray Brands, Inc.","filed_at":"2026-04-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.824377+00:00","generated_at":"2026-05-15T06:08:47.600819+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Tilray acquires UK medical platform Lyphe; files $180M ATM for beverage expansion","bullets":["Acquired Lyphe Group, a UK medical cannabis clinic/pharmacy; dispensed ~150K units, treated 16K+ patients; expected accretive in 2027.","Filed ATM equity program of up to $180M to invest in global beverage platform; managed by Jefferies, TD Securities, Roth Capital.","BrewDog (acquired six weeks ago) stabilizing; expects cash-flow positive in 2027; investing in brand and brewpub modernization.","Plans to launch Hi*Ball Energy in UK in May; evaluating US medical cannabis rescheduling and CMS pilot program."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-014692","json":"https://secwatch.observer/filing/0001140361-26-014692.json","markdown":"https://secwatch.observer/filing/0001140361-26-014692.md","text":"https://secwatch.observer/filing/0001140361-26-014692.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/ny20066669x2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T06:08:47.600819+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d5930850e4efb8953bc1e1e1690b978435b13422","claim":"Tilray Brands, Inc. entered into Sales Agreement with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC valued at up to $180,000,000 (effective 2026-04-15).","evidence_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"entered into an Equity Purchase Agreement (the \"Purchase Agreement\") with CIG Emerald Midco LLC, a Delaware limited liability company (the \"Seller\"), and CIG Emerald Holding LLC, a Delaware limited liability company (\"Emerald Holding\"), pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-252474","ticker":"TVTX","company_name":"Travere Therapeutics, Inc.","filed_at":"2026-06-02T11:05:07+00:00","headline":"Travere licenses Everest's BTK inhibitor with $112.5M upfront, up to $1.03B milestones","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252474","json":"https://secwatch.observer/filing/0001193125-26-252474.json","markdown":"https://secwatch.observer/filing/0001193125-26-252474.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/0001193125-26-252474-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/d107618d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On June 1, 2026, Travere Therapeutics, Inc. (the “Company”) entered into a license and collaboration agreement (the “Agreement”) with Everest Medicines (Singapore) Pte. Ltd. (“Everest”), pursuant to which Everest grants an exclusive license to the Company for the development and commercialization of civorebrutinib","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/0001193125-26-252474-index.htm"}},{"accession":"0001193125-26-252459","ticker":"ARXS","company_name":"Arxis, Inc.","filed_at":"2026-06-02T11:00:16+00:00","headline":"Arxis agrees to acquire Omnetics in ~$770M all-stock deal; closes MagCanica acquisition","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252459","json":"https://secwatch.observer/filing/0001193125-26-252459.json","markdown":"https://secwatch.observer/filing/0001193125-26-252459.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/0001193125-26-252459-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/arxs-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On May 29, 2026, Arxis, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/0001193125-26-252459-index.htm"}},{"accession":"0001773751-26-000091","ticker":"HIMS","company_name":"Hims & Hers Health, Inc.","filed_at":"2026-06-02T10:02:26+00:00","headline":"Hims & Hers completes acquisition of Eucalyptus; reaffirms 2030 targets of $6.5B revenue","event_type":"m_and_a","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001773751-26-000091","json":"https://secwatch.observer/filing/0001773751-26-000091.json","markdown":"https://secwatch.observer/filing/0001773751-26-000091.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/hims-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On May 29, 2026, Hims & Hers Health, Inc. (the “ Company ”), as borrower, entered into Amendment No. 3 (the “ Amendment ”) to the Revolving Credit and Guaranty Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to the Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to the Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, and as amended by this Amendment, the “ Credit Agreement ”), by among the Company, the subsidiary borrowers and the guarantors from time to time party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm"}},{"accession":"0001104659-26-069138","ticker":"HNRG","company_name":"HALLADOR ENERGY CO","filed_at":"2026-06-02T10:00:42+00:00","headline":"Hallador Energy acquires 460 MW Siemens turbines for $350M to advance Merom gas project","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069138","json":"https://secwatch.observer/filing/0001104659-26-069138.json","markdown":"https://secwatch.observer/filing/0001104659-26-069138.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/788965/000110465926069138/0001104659-26-069138-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/788965/000110465926069138/hnrg-20260530x8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On May 30, 2026, Hallador Energy Company (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Energy World Corporation Ltd., incorporated in Australia (“Seller”), to acquire approximately 460 MW of Siemens gas turbines, generators, a steam turbine, and ancillary equipment (the “Equipment”) for an aggregate purchase price of $350 million.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/788965/000110465926069138/0001104659-26-069138-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026 Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an Open Market Sale Agreement SM (the “ Sales Agreement ”) with Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners, LLC (each, an “ Agent ” and together, the “ Agents ”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value US$0.0001 per share (the “ Common Stock ”), having an aggregate offering price of up to $180,000,000 from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principals.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1731348/000114036126014692/0001140361-26-014692-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}