Tilray Brands Announces Issuance of Series A Preferred Stock

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. Simoncontinued. “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.

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