Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2024

Tilray Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38594	82-4310622
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

265 Talbot Street West,
Leamington, ON		N8H 5L4
(Address of Principal Executive Offices,		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 845-7291

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange on which registered
	Symbol(s)
Common Stock, $0.0001 par	TLRY
value per share		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 19, 2024, Tilray Brands, Inc. (the “Company”) held its reconvened 2024 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present.

At the reconvened Annual Meeting, stockholders considered and voted on Proposal #3 (the “Authorized Shares Proposal”) to approve an increase to the number of shares of common stock the Company is authorized to issue from 1,208,000,000 to 1,426,000,000. The Authorized Shares Proposal is described in more detail in the Company’s Proxy Statement dated September 26, 2024.

Specifically, the Authorized Shares Proposal was formally approved by the vote of the Company’s stockholders at the reconvened Annual Meeting on December 19, 2024, as detailed in the voting results outlined below.

Proposal No. 3 – Approval of the Authorized Shares Proposal:

For	223,308,317
Against	153,472,546
Abstain	6,498,861

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Tilray Brands, Inc.

Date: December 19, 2024

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel

Document And Entity Information	Dec. 19, 2024
Document Information [Line Items]
Entity, Registrant Name	Tilray Brands, Inc.
Document, Type	8-K
Document, Period End Date	Dec. 19, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38594
Entity, Tax Identification Number	82-4310622
Entity, Address, Address Line One	265 Talbot Street West
Entity, Address, City or Town	Leamington
Entity, Address, State or Province	ON
Entity, Address, Postal Zip Code	N8H 5L4
City Area Code	844
Local Phone Number	845-7291
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	TLRY
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001731348