Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ |
TSX: TLRY), a leading global cannabis-lifestyle and consumer
packaged goods company, today announced that the Company has
entered into an agreement for the issuance of 120,000 shares of
Series A Preferred Stock (the “Series A Preferred Stock”).
The Series A Preferred Stock is entitled to
1,000 votes per share, but may only vote on the Company’s pending
proposal to eliminate Tilray Brand’s Class 1 Common Stock
(“Proposal 3”). Proposal 3, if approved, would eliminate the
unissued Class 1 Common Stock by reclassifying it into shares of
the Company’s authorized and unissued Class 2 Common Stock.
The Series A Preferred Stock cannot vote
independently, but instead must vote in the same proportion (For or
Against) as all shares of Class 2 Common Stock are voted. The
Series A Preferred Stock will convert automatically to Class 2
Common Stock on a one-for-one basis upon the closing of the polls
at the Company’s adjourned annual meeting of stockholders. Upon
conversion, there will be no meaningful dilution impact to Class 2
shareholders from the Series A Preferred Stock, as dilution will be
limited to only 0.0002%.
“We believe the issuance of the Series A
Preferred Stock will help amplify and safeguard the rights of all
stockholders through the approval of our proposed Charter
Amendment. This would ultimately help execute our strategic plan by
facilitating accretive acquisitions,” commented Irwin D. Simon,
Tilray Brands’ Chairman and Chief Executive Officer. “An
overwhelming majority of our stockholders that have voted at our
annual meeting have voted in favor of the Charter Amendment
(Proposal 3), but due to the nature of our stockholder base, the
proposal to amend our Charter does not yet have enough votes to
pass,” Mr. Simon continued. “The Series A Preferred Stock has been
structured to protect stockholder interests and is an important
part of our efforts to simplify the Company’s capital structure and
modernize our corporate governance with our proposed Charter
Amendment.”
The Company’s adjourned annual meeting of
stockholders to approve the Charter Amendment is scheduled for
March 16, 2023, at 11:00 am EST. The meeting will be
held virtually online at
www.virtualshareholdermeeting.com/TLRY2022. Only holders of record
of our common stock and preferred stock at the close of business on
February 22, 2023 (the “New Record Date”) will be entitled to vote
at the annual meeting.
If you have any questions, or need any
assistance in voting your shares, please contact Morrow Sodali LLC
at (800) 449-0910 toll-free in the U.S. and Canada or (203)
658-9400 or by email at TLRY@info.morrowsodali.com.
For additional information about the Series A
Preferred Stock, please refer to the Company’s current report on
Form 8-K filed on February 21, 2023, with the Securities and
Exchange Commission. The foregoing description of the Series A
Preferred Stock is qualified by reference to the Form 8-K
disclosures and exhibits.
About Tilray Brands
Tilray Brands, Inc. (Nasdaq: TLRY; TSX: TLRY),
is a leading global cannabis-lifestyle and consumer packaged goods
company with operations in Canada, the United States, Europe,
Australia, and Latin America that is changing people's lives for
the better – one person at a time. Tilray Brands delivers on this
mission by inspiring and empowering the worldwide community to live
their very best life, enhanced by moments of connection and
wellbeing. Patients and consumers trust Tilray Brands to be the
most responsible, trusted and market leading cannabis consumer
products company in the world with a portfolio of innovative,
high-quality and beloved brands that address the needs of the
consumers, customers and patients we serve. A pioneer in cannabis
research, cultivation, and distribution, Tilray Brands’
unprecedented production platform supports over 20 brands in over
20 countries, including comprehensive cannabis offerings,
hemp-based foods, and craft beverages.
For more information on Tilray Brands, visit
www.Tilray.com and follow @Tilray
Additional Information
The Company has filed with the Securities and
Exchange Commission (the “SEC”) a definitive proxy statement (the
“Proxy Statement”) in connection with the adjourned 2022 Annual
Meeting of stockholders (the “Annual Meeting”) at which Proposal 3
was to be considered and voted upon by the Company’s stockholders,
as well as other matters. The Proxy Statement and other relevant
documents were originally mailed to its stockholders as of the
September 26, 2022, the original record date for the Annual
Meeting, on or about the date September 26, 2022. The Company’s
board of directors has set the close of business on February 22,
2023 as the New Record Date for the adjourned Annual Meeting to
vote on Proposal 3. Only stockholders of record at the close of
business on the New Record Date are entitled to notice of and to
vote at the adjourned Annual Meeting (and any postponements or
further adjournments thereof). The Company’s stockholders and other
interested persons are advised to read the Proxy Statement and any
other relevant documents that have been or will be filed with the
SEC in connection with the Company’s solicitation of proxies for
Proposal 3 to be voted upon at the adjourned Annual Meeting because
these documents contain important information about the Company and
Proposal 3. Stockholders may also obtain a free copy of the Proxy
Statement, as well as other relevant documents that have been or
will be filed with the SEC, without charge, at the SEC’s website
located at www.sec.gov on the Company’s own website
(https:www.tilray.com). Stockholders may also request printed
materials by (i) calling 800-579-1639; (ii) sending an email to
sendmaterial@proxyvote.com; or (iii) logging onto www.proxyvote.com
using the credentials provided on your Notice of Internet
Availability of Proxy Materials or proxy card.
Participants in the
Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in respect
of Proposal 3 for the adjourned Annual Meeting. Information
regarding the Company’s directors and executive officers is
available in Company’s Proxy Statement for the adjourned Annual
Meeting filed with the U.S. Securities and Exchange Commission on
September 26, 2022. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests are contained in the Proxy
Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Cautionary Statement Concerning
Forward-Looking Statements
Certain statements in this press release
constitute forward-looking information or forward-looking
statements (together, “forward-looking statements”) under Canadian
securities laws and within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are intended to
be subject to the “safe harbor” created by those sections and other
applicable laws. Forward-looking statements can be identified by
words such as “forecast,” “future,” “should,” “could,” “enable,”
“potential,” “contemplate,” “believe,” “anticipate,” “estimate,”
“plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and
the negative of these terms or similar expressions, although not
all forward-looking statements contain these identifying words.
Certain material factors, estimates, goals, projections or
assumptions were used in drawing the conclusions contained in the
forward-looking statements throughout this
communication. Forward-looking statements include
statements regarding our intentions, beliefs, projections, outlook,
analyses or current expectations concerning, among other things,
the impact of Proposal 3 on our stockholders and our publicly
traded shares generally.
Many factors could cause actual results,
performance or achievement to be materially different from any
forward-looking statements, and other risks and uncertainties not
presently known to the Company or that the Company deems immaterial
could also cause actual results or events to differ materially from
those expressed in the forward-looking statements contained herein.
For a more detailed discussion of these risks and other factors,
see the most recently filed annual information form of the Company
and the Annual Report on Form 10-K (and other periodic reports
filed with the SEC) of the Company made with the SEC and available
on EDGAR. The forward-looking statements included in this
communication are made as of the date of this communication and the
Company does not undertake any obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities
laws.
For further information:
Media: Berrin Noorata, news@tilray.comInvestors: Raphael Gross,
+1-203-682-8253, Raphael.Gross@icrinc.com
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