EXPLANATORY NOTE
On July 17, 2018, Tilray, Inc. (the Company) filed a registration statement on Form 8-A (the Initial 8-A) with the Securities and Exchange Commission in connection with its initial public offering and the listing of its Class 2
common stock, par value $0.0001 per share (the Class 2 Common Stock), on The Nasdaq Global Select Market.
On September 30, 2020, all outstanding shares of the Companys Class 1 common stock, par value $0.0001 per
share (the Class 1 Common Stock), automatically converted into the same number of Class 2 Common Stock pursuant to the terms of the Companys Amended and Restated Certificate of
Incorporation (the Certificate). No additional shares of Class 1 Common Stock will be issued following such conversion.
The conversion occurred pursuant to Article IV, Section D.5 of the Certificate, which provided that each one share of
Class 1 Common Stock would convert automatically, without any further action, into one share of Class 2 Common Stock, at 5:00 p.m. in New York City, New York on the first trading day falling after the date on which, at all times on such
date, the outstanding shares of Class 1 Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class 1 Common Stock and Class 2 Common Stock.
Also in accordance with Article IV, Section D.3 of the Certificate, and as required by Section 243 of the Delaware
General Corporation Law (DGCL), on October 1, 2020, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the shares of Class 1 Common
Stock that were issued but not outstanding following the conversion (the Certificate of Retirement). Pursuant to Article IV, Section D.5(a) of the Certificate, effective upon the filing of the Certificate of Retirement, the
obsolete references to Class 1 Common Stock in the Certificate were eliminated.
Prior to the conversion, the shares
of Class 2 Common Stock and Class 1 Common Stock had the same rights and privileges and ranked equally, shared ratably in dividends and distributions and were identical in all respects, except that each holder of shares of Class 2
Common Stock was entitled to one vote per share and each holder of shares of Class 1 Common Stock was entitled to ten votes per share. Following the conversion, there will be only one class of common stock, Class 2 Common Stock, which will
be entitled to one vote per share and otherwise have the same designations, rights, powers and preferences as the shares of Class 2 Common Stock prior to the conversion.
This Amendment No. 1 to Form 8-A amends and restates the Initial Form 8-A to
reflect the elimination of the dual class structure.
Item 1.
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Description of Registrants Securities to be Registered.
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The following is a summary of the rights of the Companys Class 2 Common Stock and preferred stock. This summary is
not complete. For more detailed information, please see the Certificate, the Companys amended and restated bylaws (the Bylaws) and the applicable provisions of the DGCL.
The Companys authorized capital stock will consist of 500,000,000 shares of Class 2 Common Stock, 233,333,333
shares of Class 1 Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share. The Companys Certificate prohibits the issuance of any shares of Class 1 Common Stock.