Tilray Brands Announces Issuance Of Series A Preferred Stock

Tilray Brands, Inc. TLRY TLRY has entered into an agreement for the issuance of 120,000 shares of 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%.

The company’s adjourned annual meeting of stockholders to approve the charter amendment is scheduled for March 16, 2023, at 11:00 am EST. Only holders of record of our common stock and preferred stock at the close of business on February 22, 2023 will be entitled to vote at the annual meeting.

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