On August 4, 2026, Tilray Brands, Inc. issued an aggregate of 1,377,334 shares of common stock in private debt-for-equity exchange transactions with unrelated parties. The company exchanged these shares for $6 million in aggregate principal amount of its 5.20% Convertible Senior Notes due June 15, 2027. The issuance was conducted without registration under the Securities Act of 1933, relying on the exemption provided by Section 3(a)(9) for exchanges with existing security holders where no commission or remuneration was paid. Tilray Brands operates in the cannabis and beverage industry.
