NASDAQ: TLRY Tilray Brands, Inc. 8-K

Tilray retires $6M of 2027 convertible notes via debt-for-equity swap, issues shares for Lyphe

Filed June 9, 2026 · Period ending June 3, 2026 · ~1 min read

Key Changes

high

Tilray exchanged 1.2M shares for $6M principal of its 5.20% convertible notes due June 2027, reducing debt one year before maturity at an implied $4.94/share.

Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
medium

Issued 399K shares as partial consideration for the Lyphe Group acquisition completed April 15, 2026; total deal terms not disclosed.

Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →

Summary

Tilray disclosed two equity issuances totaling 1.6 million shares. The more material event is a June 3 debt-for-equity exchange that retired $6 million of the company's 5.20% convertible notes due June 2027, reducing near-term debt obligations by swapping notes for 1.2 million shares at an implied price of $4.94 per share.

Separately, Tilray issued 399,000 shares in April as partial payment for its acquisition of the Lyphe Group, though the filing does not disclose the total consideration or strategic rationale for that deal. For retail holders, the debt exchange is a straightforward balance-sheet move: Tilray is reducing its convertible note burden ahead of the 2027 maturity, trading equity dilution for lower debt service.

The transaction was with an unrelated party and priced near recent trading levels. The Lyphe issuance is a smaller dilutive event tied to an acquisition whose full terms remain undisclosed. Both issuances were private placements under exemptions from registration.