TLRY Tilray Brands Inc

On March 13, 2020, Tilray, Inc. (“Tilray”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC (the “Underwriter”), relating to the issuance and sale (the “Offering”) of 7,250,000 shares of the Company’s Class 2 common stock, pre-funded warrants to purchase 11,750,000 shares of the Company’s Class 2 common stock (the “Pre-Funded Warrants”), and warrants to purchase 19,000,000 shares of the Company’s Class 2 common stock (the “Warrants”) at a price to the public of $4.76 per share for Class 2 common stock and accompanying Warrant and $4.7599 per Pre-Funded Warrant and accompanying Warrant. The net proceeds to the Company from the Offering are expected to be approximately $85.1 million after deducting underwriting discounts and estimated offering expenses. All of the securities in the Offering are being sold by the Company. The Offering is expected to close on March 17, 2020, subject to satisfaction of customary closing conditions.

Each Pre-Funded Warrant will have an exercise price per share of Class 2 common stock equal to $0.0001. The Pre-Funded Warrants are exercisable at any time after their original issuance and will expire five years from the date of issuance. Each Warrant will have an exercise price per share of Class 2 common stock equal to $5.95. Each Warrant will be exercisable at any time after the first trading day following the six month anniversary of the issuance and will expire five years from the date of issuance.

Each holder will be prohibited, subject to certain exceptions, from exercising the Pre-Funded Warrants and Warrants for shares of the Company’s Class 2 common stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% or 9.99% (which percentage is elected at each holder’s discretion prior to the issuance of the Pre-Funded Warrant or Warrant) of the total number of shares of the Company’s Class 2 common stock then issued and outstanding, which percentage may be changed at the holders’ election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrant or Warrant, as applicable.

The securities will be issued pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (File No. 333- 233703) filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2019. A prospectus and prospectus supplement relating to the Offering have been filed with the Commission.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the terms of the Underwriting Agreement, Pre-Funded Warrants and Warrants are each qualified in its entirety by reference to the Underwriting Agreement, form of Pre-Funded Warrant and form of Warrant, respectively, which are attached as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and incorporated by reference herein.

A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.