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 28, 2022
Tilray Brands, 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, Suite 1900
New York, NY | | 10065 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (844) 845-7291
n/a
(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, $0.0001 par value per share | | TLRY | | The Nasdaq Global Select Market LLC |
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. ☐
On January 27, 2022, Tilray Brands, Inc. (the “Company”), and Glas Trust Company LLC (“Glas Trust”) entered into Agreements of Resignation, Appointment and Acceptance (the “Succession Agreements”) with Computershare Trust Company, N.A. (“Computershare”). Pursuant to the Succession Agreements, Computershare will replace Glas Trust as trustee under each of the following indentures (collectively, the “Indentures”) with respect the Company’s debt securities issued or to be issued under the Indentures: (i) Indenture dated as of August 23, 2019 (as supplemented, amended, or modified on each of November 13, 2019, and November 22, 2019) by and between the Company and Glas Trust; (ii) Indenture dated as of October 10, 2018 by and between the Company and Glas Trust; and (iii) Indenture dated as of April 23, 2019 (as supplemented on April 30, 2019) by and between the Company and Glas Trust .
Copies of the Succession Agreements are filed as Exhibits 4.1, 4.2 and 4.3 with this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number | | Description |
| | |
| 4.1 | | Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. |
| | | |
| 4.2 | | Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. |
| | | |
| 4.3 | | Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | Tilray Brands, Inc. |
| | | | |
| Date: January 28, 2022 | | By: | /s/ Mitchell Gendel |
| | | | Mitchell Gendel Global General Counsel |
| | | | |
