Tilray Brands, Inc. — fact timeline

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.

“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.”

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).

“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.”

Tilray Brands, Inc. reported third fiscal quarter ended February 28, 2026 results: revenue $207 million.

“Tilray Brands Delivers Record Q3 Fiscal 2026 Results; Net Revenue Increases to $207 Million with 11% Organic Growth and Gross Profit Expands to $55 Million”

Tilray Brands, Inc. entered into Business and Asset Sale Agreement with BrewDog plc and certain of its subsidiary undertakings (collectively, the "BrewDog Group") valued at £33,000,000 (or approximately US $44.1 million) (effective 2026-03-02).

“On March 2, 2026, Tilray Brands UK Ltd (“ Tilray UK ”), a company registered in the United Kingdom and wholly owned and controlled by Tilray Brands, Inc. (the “ Company ”), entered into a Business and Asset Sale Agreement (the “ Purchase Agreement ”).”

Tilray Brands, Inc. completed an acquisition involving BrewDog plc for £33,000,000 (or approximately US $44.1 million) (closed 2026-03-02).

“has agreed to guarantee the obligations of Tilray UK under the terms of the Purchase Agreement. The aggregate purchase price for the acquired business and assets acquired is £33,000,000 (or approximately US $44.1 million). Substantially all liabilities of the BrewDog Group arising prior to the closing of the transaction will remain with the BrewDog Group and were”

Tilray Brands, Inc.: Reverse stock split of common stock at a ratio of one-for-ten (effective 2025-12-01).

“The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”

Tilray Brands, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“March 25, 2025, Tilray Brands, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the def”

Tilray Brands, Inc. incurred credit facility of aggregate principal amount equal to CAD $53,000,000 with Canadian Imperial Bank of Commerce, as Lender and Administrative Agent at one-month Term CORRA plus an applicable margin of 1.75% maturing February 21, 2028.

“On February 21, 2025, Aphria Diamond Inc. (the “Borrower”), a majority-owned subsidiary of Tilray Brands, Inc., a Delaware corporation (“Tilray”), refinanced its existing term loan by entering into a new Credit Agreement (the “Credit Agreement”), by and among Tilray and certain other affiliates of the Borrower and Canadian Imperial Bank of Commerce, as Lender and Administrative Agent (the “Lender”). The Credit Agreement provides for term loans in an aggregate principal amount equal to CAD $53,000,000 (the “Term Loans”).”

Tilray Brands, Inc. entered into Equity Distribution Agreement with TD Securities (USA) LLC and Jefferies LLC valued at up to $250,000,000 (effective 2024-05-17).

“On May 17, 2024 , Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an equity distribution agreement (the “ Equity Distribution Agreement ”) with TD Securities (USA) LLC and Jefferies LLC”

Tilray Brands, Inc. entered into Assignment and Assumption Agreement with Double Diamond Holdings Ltd. valued at USD$10,883,496 (effective 2024-04-30).

“On April 30, 2024, Tilray Brands, Inc., a Delaware corporation (“Tilray”), 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$10,883,496 (the “Note”) payable by 1974568 Ontario Limited (“Aphria Diamond”).”

Tilray Brands, Inc. reported third quarter ended February 29, 2024 results: revenue $188.3 million, net income ($0.12), EPS ($0.12).

“EX-99.1 (PRESS RELEASE) --- EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling EXHIBIT 99.1 Tilray Brands, Inc. Reports Q3 Fiscal 2024 Financial Results Achieved Net Revenue of $188 Million, ~ 30% Net Revenue Growth Over the Prior Year Quarter Beverage-Alcohol Net Revenue Increases 165% Over the Prior Year Quarter, 5th Largest Craft Beer Brewer in the U.S. 1 with”

Tilray Brands, Inc. entered into Assignment and Assumption Agreement with Double Diamond Holdings Ltd. valued at USD$26,134,500.00 (effective 2024-01-09).

“On January 9, 2024, Tilray Brands, Inc., a Delaware corporation (“ Tilray ”), 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$26,134,500.00 (the “ Note ”) payable by 1974568 Ontario Limited (“ Aphria Diamond ”).”

Tilray Brands, Inc. reported second quarter fiscal year 2024 ended November 30, 2023 results: revenue $194 million, net income $46 million, EPS ($0.07). Guidance reaffirmed.

“--- EX-99.1 (PRESS RELEASE) --- EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling EXHIBIT 99.1 Tilray Brands Delivers Record Q2 Fiscal 2024 Net Revenue Record Q2 Net Revenue of $194 Million, Increases 34% Over the Prior Year Period Global Cannabis Leader with #1 Market Share in Canada and 31% Growth in Canadian Cannabis Net Revenue, Medical Cannabis Leader in Europe”

Tilray Brands, Inc. shareholders rejected Approval of the Amendments to the Company's Third Amended and Restated Certificate of Incorporation to declassify the board and eliminate removal only for cause (Governance Changes Proposal) at the 2023-11-21 meeting.

“Proposal No. 5 – Approval of the Amendments to the Company ’ s Third Amended and Restated Certificate of Incorporation: For 78,062,437 Against 16,197,783 Abstain 2,679,198”

Tilray Brands, Inc. shareholders approved Approval to Increase the Number of Shares of Common Stock that the Company is Authorized to Issue at the 2023-11-21 meeting.

“Proposal No. 4 – Approval to Increase the Number of Shares of Common Stock that the Company is Authorized to Issue : For 208,635,941 Against 85,221,063 Abstain 9,036,357”

Tilray Brands, Inc. shareholders approved Approval of the Non-Binding Advisory Resolution on the Named Executive Officer Compensation at the 2023-11-21 meeting.

“Proposal No. 3 – Approval of the Non-Binding Advisory Resolution on the Named Executive Officer Compensation : For 68,136,045 Against 24,322,596 Abstain 4,480,777”

Tilray Brands, Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-11-21 meeting.

“Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm: For 283,028,586 Against 13,283,492 Abstain 6,581,283”

Tilray Brands, Inc. shareholders approved Re-election of Class II Directors at the 2023-11-21 meeting.

“Proposal No. 1 – Re-election of Class II Directors: Nominee For Withheld Broker Non-Votes Irwin D. Simon 82,691,191 14,248,227 205,953,943 Renah Persofsky 70,209,740 26,729,678 205,953,943 David Clanachan 83,825,518 13,113,900 205,953,943”

Tilray Brands, Inc. reported first quarter fiscal year 2024 ended August 31, 2023 results: revenue $177 million, net income $56 million (net loss), EPS ($0.10) per share.

“Tilray Brands Reports Q1 2024 Financial Results Record Q1 Net Revenue of $177 Million, Representing 15% Growth Year over Year”

Tilray Brands, Inc. completed an acquisition involving Anheuser-Busch Companies, LLC for approximately $83.4 million in cash (closed 2023-09-29).

“The AB Transaction closed on September 29, 2023. The purchase price paid to AB at closing was equal to approximately $83.4 million in cash, after giving effect to a working capital adjustment.”

Tilray Brands, Inc. amended Second Amendment and Consent to Credit Agreement with Bank of America, N.A. (Administrative Agent) valued at Amendment and consent to credit agreement; $20 million borrowed (effective 2023-09-29).

“On September 29, 2023, Tilray and the other parties to that certain Credit Agreement, dated as of June 30, 2023, with Bank of America, N.A. (the "Administrative Agent") entered into a Second Amendment and Consent to Credit Agreement (the "Credit Agreement Amendment").”

Tilray Brands, Inc. amended First Amendment to Securities and Asset Purchase Agreement with Anheuser-Busch valued at Amendment to purchase agreement for AB transaction (effective 2023-09-29).

“On September 29, 2023, Tilray, Anheuser-Busch and the other parties to the Purchase Agreement entered into that certain First Amendment to Securities and Asset Purchase Agreement (the "First Amendment").”

Tilray Brands, Inc. amended Amended Credit Agreement with Bank of America, N.A., as Administrative Agent valued at $45 million (effective 2023-08-31).

“On August 31, 2023, Four Twenty Corporation (the “Borrower”), a wholly-owned subsidiary of Tilray Brands, Inc., a Delaware corporation (the “Company”), entered into an Amended Credit Agreement (the “Amended Credit Agreement”), together with certain of the Company’s wholly domestic owned subsidiaries (the “Guarantors”), a syndicate of lending institutions from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).”

Tilray Brands, Inc. entered into Purchase Agreement with Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. valued at $85 million (effective 2023-08-07).

“On August 7, 2023, Tilray Brands, Inc., a Delaware corporation (“Tilray”), entered into a securities and asset purchase agreement (the “Purchase Agreement”) by and among Anheuser-Busch Companies, LLC, a Delaware limited liability company, Craft USA Holdings, LLC, a Delaware limited liability company, Craft Brew Alliance, Inc., a Washington corporation (collectively, “AB”), Tilray and Tilray Beverages, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.”

Tilray Brands, Inc. reported financial results for quarter and year ended May 31, 2023.

“On July 26, 2023, Tilray Brands, Inc. (“Tilray”) issued a press release announcing financial results for its quarter and year ended May 31, 2023.”

Tilray Brands, Inc. incurred credit facility of $75 million with Bank of America, N.A., as Administrative Agent at With respect to any Loans whose interest is determined by reference to the SOFR maturing June 30, 2028.

“On June 30, 2023, Four Twenty Corporation (the "Borrower"), a wholly owned subsidiary of Tilray Brands, Inc., a Delaware corporation (the "Company"), entered into a Credit Agreement (the "Credit Agreement"), together with certain of the Company’s wholly domestic owned subsidiaries (the "Guarantors"), a syndicate of lending institutions from time to time party thereto (the "Lenders"), and Bank of America, N.A., as Administrative Agent (the "Administrative Agent"). Pursuant to the Credit Agreement, the Guarantors have guaranteed the obligations of the Borrower under the Credit Agreement. The Credit Agreement provides for a total aggregate principal amount of $75 million, consisting of term loans in an aggregate principal amount of $70.0 million (the "Term Loans") and revolving loan commitments (the "Revolving Loan Commitments") in an aggregate principal amount of $5.0 million”

Tilray Brands, Inc. terminated Existing Credit Agreement with Bank of Montreal, as agent, and a syndicate of lenders (effective 2023-06-30).

“On June 30, 2023, the Borrower borrowed $70.0 million of Term Loans and $5.0 million of Revolving Loans under the Credit Agreement to repay in full all outstanding obligations under and terminate that certain Credit Agreement, dated as of December 8, 2020, by and among the Borrower, the guarantors named therein, Bank of Montreal, as agent, and a syndicate of lenders (as amended, the “Existing Credit Agreement”), which was scheduled to mature on December 8, 2023.”

Tilray Brands, Inc. entered into Credit Agreement with Bank of America, N.A., as Administrative Agent and the Lenders valued at $75 million (effective 2023-06-30).

“On June 30, 2023, Four Twenty Corporation (the “Borrower”), a wholly owned subsidiary of Tilray Brands, Inc., a Delaware corporation (the “Company”), entered into a Credit Agreement (the “Credit Agreement”), together with certain of the Company’s wholly domestic owned subsidiaries (the “Guarantors”), a syndicate of lending institutions from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).”

Tilray Brands, Inc. entered into Assignment and Assumption Agreement with Double Diamond Holdings Ltd. valued at USD$8,057,622 (effective 2023-06-30).

“On June 30, 2023, Tilray Brands, Inc., a Delaware corporation (“ Tilray ”), 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$8,057,622 (the “ Note ”) payable by 1974568 Ontario Limited (“ Aphria Diamond ”).”

Tilray Brands, Inc. completed an acquisition involving HEXO Corp. (closed 2023-06-22).

“y ”), with the Securities and Exchange Commission (the “ SEC ”) on April 10, 2023, as amended on April 11, 2023, and June 2, 2023, Tilray entered into an Arrangement Agreement on April 10, 2023, as amended on June 1, 2023 (the “ Arrangement Agreement ”), with HEXO Corp., a corporation existing under the laws of the Province of Ontario (“ HEXO ”), pursuant to which Tilray agreed to acquire all of the issued and outstanding common shares of HEXO (the “ HEXO Shares ”) as well as all of the issued and outstanding preferred shares of HEXO pursuant to a plan of arrangement (the “ Plan of Arrangement ”) under the Business Corporations Act (Ontario) (the “ Arrangement ”).”

Tilray Brands, Inc. entered into HEXO September 2020 Third Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).

“Third Supplemental Warrant Indenture to the September 2020 Warrant Indenture On the Closing Date, HEXO, Tilray and Computershare Trust Company of Canada, as warrant agent (the “ Zenabis September 2020 Warrant Agent ”), entered into the Third Supplemental Warrant Indenture (the “ HEXO September 2020 Third Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO September 2020 Warrant Indenture ”), dated as of September 23, 2020, between Zenabis and the Zenabis June 2020 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO September 2020 First Supplemental Warrant Indenture ”), dated as of June 1, 2021, between HEXO and the Zenabis September 2020 Warrant Agent and the Second Supplemental Warrant Indenture (the “ HEXO June 2020 Second Supplemental Warrant Indenture ”), dated as of October 31, 2022, between HEXO and the Zenabis September 2020 Warrant Agent, relating to certain common share purchase warrants of HEXO (the “ HEXO September 2020 Warra”

Tilray Brands, Inc. entered into HEXO June 2020 Third Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).

“Third Supplemental Warrant Indenture to the June 2020 Warrant Indenture On the Closing Date, HEXO, Tilray and Computershare Trust Company of Canada, as warrant agent (the “ Zenabis June 2020 Warrant Agent ”), entered into the Third Supplemental Warrant Indenture (the “ HEXO June 2020 Third Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO June 2020 Warrant Indenture ”), dated as of June 25, 2020, between Zenabis Global Inc. (“ Zenabis ”) and the Zenabis June 2020 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO June 2020 First Supplemental Warrant Indenture ”), dated as of June 1, 2021, between HEXO and the Zenabis June 2020 Warrant Agent and the Second Supplemental Warrant Indenture (the “ HEXO June 2020 Second Supplemental Warrant Indenture ”), dated as of October 31, 2022, between HEXO and the Zenabis June 2020 Warrant Agent, relating to certain common share purchase warrants of HEXO (the “ HEXO June 2020 Warrants ”).”

Tilray Brands, Inc. entered into HEXO April 2019 Second Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).

“Second Supplemental Warrant Indenture to the April 2019 Warrant Indenture On the Closing Date, HEXO, 48North Cannabis Corp. (“ 48North ”), Tilray and Computershare Trust Company of Canada, as warrant agent (the “ April 2019 Warrant Agent ”), entered into the Second Supplemental Warrant Indenture (the “ HEXO April 2019 Second Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO April 2019 Warrant Indenture ”), dated as of April 2, 2019, 48North and the April 2019 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO April 2019 First Supplemental Warrant Indenture ”), dated as of September 1, 2021, between 48North, HEXO and the April 2019 Warrant Agent, relating to common share purchase warrants of 48North (the “ 48North Warrants ”).”

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.

“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”)”

Tilray Brands, Inc. entered into Indenture with Computershare Trust Company, N.A. valued at $150,000,000 aggregate principal amount (effective 2023-05-31).

“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.”

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).

“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”).”

Tilray Brands, Inc. reported third fiscal quarter ended February 28, 2023 results: revenue $145.6 million. Guidance reaffirmed.

“Delivered $145.6 Million in Net Revenue and 16 th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal”

Tilray Brands, Inc. entered into Letter Agreement with HEXO Corp. valued at approximately $18.5 million (effective 2023-04-10).

“Tilray and HEXO also entered into a letter agreement (the “ Letter Agreement ”) that requires HEXO to pay Tilray an aggregate amount of approximately $18.5 million as an amendment fee and in satisfaction of certain fees and amounts owing by HEXO to Tilray.”

Tilray Brands, Inc. entered into Arrangement Agreement with HEXO Corp. (effective 2023-04-10).

“On April 10, 2023, Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an arrangement agreement (the “ Arrangement Agreement ”) with HEXO Corp. (“ HEXO ”) to acquire all of the outstanding common shares of HEXO”

Tilray Brands, Inc. reported financial results for third fiscal quarter ended February 28, 2023.

“On April 10, 2023, Tilray Brands, Inc. (“Tilray”) issued a press release announcing financial results for its third fiscal quarter ended February 28, 2023.”

Tilray Brands, Inc. shareholders approved Proposal #3 – Approval of the Amendments to the Company's Certificate of Incorporation to cancel the Class 1 Common Stock and re-allocate such authorized shares to Class 2 Common Stock. at the 2023-03-16 meeting.

“Proposal No. 3 – Approval of the Amendments to the Company ’ s Certificate of Incorporation: For 373,035,296 Against 56,816,709 Abstain 14,662,572”

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).

“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 ”).”

Tilray Brands, Inc. reported second fiscal quarter ended November 30, 2022 results: revenue $144.1 million, EPS -$0.11.

“Tilray Brands Reports Second Quarter Fiscal Year 2023 Financial Results Achieved $29.2 Million of Operating Cash Flow and $25.4 Million of Free Cash Flow 15 th Consecutive Quarter of Positive Adjusted EBITDA Maintains Leading Market Share Position in Recreational Cannabis in Canada and Medical Cannabis Across Europe Net Revenue of $144.1 Million, On a Constant Currency Basis $157.6 million EPS of -$0.11 and Adjusted EPS of -$0.06”

Tilray Brands, Inc. entered into Assignment and Assumption Agreement with Double Diamond Holdings Ltd. valued at $9,264,249.68 (effective 2022-12-05).

“On December 5, 2022, Tilray Brands, Inc., a Delaware corporation (“ Tilray ”), 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$9,264,249.68 (the “ Note ”) payable by 1974568 Ontario Limited (“ Aphria Diamond ”).”

Tilray Brands, Inc. amended Amended and Restated Credit Agreement with Bank of Montreal as agent and the other entities party thereto valued at CAD $66 million (effective 2022-11-28).

“On November 28, 2022, Tilray Brands, Inc. (the “Company”), 1974568 Ontario Limited, Aphria Inc., Bank of Montreal as agent and the other entities party thereto entered into that certain Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”).”

Tilray Brands, Inc. shareholders voted on Approval of the amendments to the Company’s Certificate of Incorporation to cancel Class 1 common stock and re-allocate such authorized shares to Class 2 common stock at the 2022-11-22 meeting.

“Proposal No. 3 – Approval of the Amendments to the Company ’ s Certificate of Incorporation: For 252,581,167 Against 37,606,126 Abstain 10,035,327”

Tilray Brands, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year at the 2022-11-22 meeting.

“Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm: For 285,711,424 Against 10,469,828 Abstain 4,041,368”

Tilray Brands, Inc. shareholders approved Election of John Herhalt as Class I director at the 2022-11-22 meeting.

“Proposal No. 1 – Election of Class I Director: Nominee For Withheld Broker Non-Votes John M. Herhalt 134,848,214 23,488,174 141,886,232”

Michael Kruteck resigned as Chief Financial Officer at Tilray Brands, Inc..

“Michael Kruteck notified Tilray of his intent to resign as chief financial officer of Tilray effective April 30, 2021”

Brendan Kennedy resigned as Chairperson of the Board at Tilray Brands, Inc..

“Brendan Kennedy, Tilray’s former chief executive officer and chairperson of the Board, submitted an irrevocable letter of resignation and release (the “ Letter of Resignation ”) whereby Mr. Kennedy resigned from all positions held at Tilray (other than as a member of the Board)”