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): October 13, 2021

Tilray, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-38594
 
82-4310622
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

655 Madison Avenue, 19th Floor, New York, New York 10065
(Address of principal executive offices, including 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 Symbol(s)
 
Name of each exchange on which registered
Class 2 Common stock, par value $0.0001 per share
 
TLRY
 
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 3.02.
Unregistered Sales of Equity Securities.

On October 13, 2021, Tilray, 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 CAD$34,300,000 (the “Note”) payable by 1974568 Ontario Limited (“Aphria Diamond”).  DDH is a joint venturer with Aphria Inc., Tilray’s wholly-owned subsidiary, in Aphria Diamond.

As consideration for the Note, Tilray issued 2,677,596 shares of its Class 2 common stock (the “Consideration Shares”) to DDH.

The Consideration Shares were issued in reliance on the exemption provided by Regulation S (“Regulation S”) of the Securities Act of 1933, as amended, which permits offers or sales of securities by the Company outside of the United States that are not made to “U.S. Persons” or for the account or benefit of a “U.S. Person”, as that term is defined in Rule 902 of Regulation S.

No underwriter participated in the offer and sale of the Consideration Shares, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

Item 8.01.
Other Events.

This current report on Form 8-K includes the attached Exhibit 5.1 in connection with the prospectus supplement, dated October 14, 2021, filed with the Securities and Exchange Commission, which forms a part of the Registration Statement on Form S-3 (File No. 333-233703).

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number
 
Exhibit Description
 
Opinion of DLA Piper LLP (US).
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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 hereunto duly authorized.

 
TILRAY, INC.
     
Dated: October 14, 2021
By:
/s/ Mitchell Gendel
   
Mitchell Gendel
   
Global General Counsel


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