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): November 29, 2022
Tilray Brands, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38594 | 82-4310622 |
(State or Other Jurisdiction | (Commission File | (IRS Employer |
of Incorporation) | Number) | Identification No.) |
265 Talbot Street West, | ||
Leamington, ON | N8H 5L4 | |
(Address of Principal Executive Offices, | (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 | Name of each exchange on which registered | |||
Symbol(s) | |||||
Class 2 Common Stock, $0.0001 par | TLRY | ||||
value per share | 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 1.01 Entry into a Material Definitive Agreement.
On November 28, 2022, Tilray Brands, Inc. (the “Company”), 1974568 Ontario Limited, Aphria Inc., Bank of Montreal as agent and the other entities party thereto entered into that certain Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”).
The Amended and Restated Credit Agreement extends the term of the existing credit facility by an additional 3 years to November 28, 2025, and amends and restates the existing credit agreement (the “Existing Credit Agreement”) originally entered into on November 29, 2019. The principal amount of loans outstanding under the Amended and Restated Credit Agreement is CAD $66 million, which amount is equal to the principal outstanding under the Existing Credit Agreement immediately prior to the Amended and Restated Credit Agreement.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits | |||||
Exhibit | Description | ||||
Number | |||||
10.1† | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
†Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.
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: November 29, 2022
By: /s/ Mitchell Gendel
Name: Mitchell Gendel
Title: Global General Counsel