Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2019,
Tilray, Inc. (Tilray) entered into a Sales Agreement (the Sales Agreement) with Cowen and Company, LLC (Cowen). The Sales Agreement provides that, upon the terms and subject to the conditions set forth therein,
Tilray may issue and sell through Cowen, acting as sales agent, shares (the Shares) of Tilrays Class 2 common stock, par value US$0.0001 (the Common Stock), having an aggregate offering price of up to $400,000,000.
Tilray has no obligation to sell any Shares under the Sales Agreement. The sale of the Shares by Cowen will be effected pursuant to a Registration Statement on Form S-3 to be filed by Tilray (the
Registration Statement) by any method permitted by law and deemed to be an at the market offering under Rule 415 of the Securities Act of 1933, as amended (the Securities Act).
Pursuant to the Sales Agreement, each time Tilray wishes to issue and sell Shares under the Sales Agreement (each, a Placement), it will provide a
notice to Cowen containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (Placement Shares) to be issued, the time period during which sales are requested to be made, any
limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a Placement Notice).
Upon Tilrays delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise
terminated in accordance with the terms of the Sales Agreement, Cowen will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of Tilray and as agent, such Placement Shares up to the
amount specified, and otherwise in accordance with the terms of such Placement Notice.
Pursuant to the Sales Agreement, Cowen may sell Placement Shares
by any method permitted by law deemed to be an at the market offering under Rule 415 of the Securities Act, including without limitation sales made directly on The Nasdaq Global Select Market or any other existing trading market for the
The Sales Agreement may be terminated by Tilray or Cowen at any time upon notice to the other party, or by Cowen at any time in certain
circumstances, including but not limited to the occurrence of a material adverse change to Tilray.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.