Current Report Filing (8-k)
January 10 2022 - 04:37PM
Edgar (US Regulatory)
false --05-31 0001731348 0001731348
2022-01-10 2022-01-10
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): January 10,
2022
Tilray Brands, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38594
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82-4310622
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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655 Madison Avenue, Suite 1900
New York, NY
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10065
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (844)
845-7291
Tilray, Inc.
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class 2 Common Stock, $0.0001 par
value per share
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TLRY
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The Nasdaq Global Select Market LLC
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On January 10, 2022, Tilray, Inc. (the “Company”) changed its
corporate name to Tilray Brands, Inc., pursuant to a second
certificate of amendment of the amended and restated certificate of
incorporation of the Company filed with the Delaware Secretary of
State on January10, 2022 (the “Name Change”). Pursuant to
Delaware law, a shareholder vote was not necessary to effectuate
the Name Change and it does not affect the rights of the Company’s
shareholders. The Company also amended and restated its Bylaws on
January 10, 2022, to reflect the Name Change.
A copy of the Company’s Second Certificate of Amendment of the
Amended and Restated Certificate of Incorporation (the “Certificate
of Amendment”) and the Amended and Restated Bylaws are filed as
Exhibits 3.1 and 3.2, respectively, with this Current Report on
Form 8-K and are incorporated herein by reference. The only change
effectuated by the Certificate of Amendment and the Amended and
Restated Bylaws is the change of the Company’s corporate name from
Tilray, Inc. to Tilray Brands, Inc. in each document.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
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Tilray Brands, Inc.
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Date: January 10, 2022
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By:
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/s/ Mitchell Gendel
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Mitchell Gendel
Global General Counsel
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