Tilray issues 1.2M shares to convert $6M debt, plus 398k shares for Lyphe deal

Tilray Brands, Inc.

Issued 398,666 shares as partial consideration for the Lyphe Group acquisition.
Exchanged 1,214,186 shares to retire $6M principal of 5.20% Convertible Senior Notes due 2027.
Shares issued unregistered under Sections 4(a)(2) and 3(a)(9) of the Securities Act.
Implied conversion price of ~$4.94 per share on the debt-for-equity exchange.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Tilray Brands, Inc. issued 1,214,186 shares of Common Stock of common stock to an unrelated party for $6 million aggregate principal amount of the Company's 5.20% Convertible Senior Notes due June 15, 2027.

Security: common stock
Shares: 1,214,186 shares of Common Stock
Purchaser: an unrelated party
Consideration: $6 million aggregate principal amount of the Company's 5.20% Convertible Senior Notes due June 15, 2027

Exact text from the filing

On June 3, 2026, the Company entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party. Pursuant to the Exchange Transaction, the Company issued an aggregate of 1,214,186 shares of Common Stock in exchange for $6 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027.

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Tilray Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-26-024650

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