Tilray issues 12.6M shares in exchange for $5M of 5.20% Convertible Notes due 2027

Tilray Brands, Inc.

Issued 12,591,816 common shares to retire $5M principal of 5.20% Convertible Senior Notes due June 1, 2027.
Transaction was with an unrelated third-party noteholder; no commissions or solicitation fees paid.
Shares issued under Section 3(a)(9) of the Securities Act, exempt from registration.
Exchange reduces outstanding convertible debt by $5M and adds ~1.7% dilution to existing shareholders.

item 3.02

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