As filed with the Securities and Exchange Commission on September 10, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TILRAY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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82-4310622
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1100 Maughan Road
Nanaimo, BC, Canada, V9X IJ2
(844) 845-7291
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Brendan Kennedy
President and Chief Executive Officer
2701 Eastlake Avenue E., 3rd Floor
Seattle, WA 98102
(844) 845-7291
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
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Dara Redler
General Counsel
Tilray,
Inc.
1100 Maughan Road
Nanaimo, BC, Canada, V9X IJ2
(844) 845-7291
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John Robertson
Alan D. Hambelton
Cooley
LLP
1700 Seventh Avenue, Suite 1900
Seattle, WA 98101
(206) 452-8700
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Offering of Securities:
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Class 2 Common Stock, par value $0.0001 per
share
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(1)
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(2)
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Preferred Stock, par value $0.0001 per share
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(1)
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(2)
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Debt Securities
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(1)
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(2)
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Warrants
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(1)
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(2)
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Primary Offering of Class 2 Common Stock:
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Class 2 Common Stock, par value $0.0001 per
share
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$400,000,000
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$48,480(3)
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Total(4)
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$400,000,000
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$48,480
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(1)
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Omitted pursuant to General Instructions II.E of Form S-3. An
indeterminate number or amount, as the case may be, of Class 2 common stock, preferred stock, debt securities and warrants are being registered hereunder as may from time to time be issued at indeterminate prices. The securities being
registered hereunder may be convertible into or exchangeable or exercisable for other securities of any identified class, and may be sold separately or in combination with the other securities registered hereunder. In addition to the securities that
may be issued directly under this registration statement, there is being registered hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued upon the
conversion, exchange, settlement or exercise of other securities offered hereby. Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered
hereby.
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(2)
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Pursuant to Rules 456(b) and 457(r), the Registrant is deferring payment of all applicable registration fees.
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(3)
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Calculated pursuant to Rule 457(o) and Rule 457(r) under the Securities Act.
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(4)
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The securities registered hereunder may be sold separately or in a combination with other securities registered
hereby. Does not include registration fees deferred in accordance with Rules 456(b) and 457(r) under the Securities Act, as described in Note (2) above.
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