Tilray Brands Inc (TLRY)

[FUNMAN]

Item 8.01.
Other Events.

Read the entire 8K here:

https://ir.tilray.com/node/8806/html

Arrangement Agreement

As previously disclosed on December 15, 2020, Tilray, Inc., a Delaware corporation (“Tilray”), and Aphria Inc., a corporation existing under the laws of the Province of Ontario (“Aphria”), entered into an Arrangement Agreement, as amended (the “Arrangement Agreement”), pursuant to which all of the issued and outstanding common shares of Aphria (the “Aphria Shares”) will be exchanged for Class 2 common stock of Tilray, in accordance with a specified exchange ratio, pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Arrangement”).

In connection with the proposed Arrangement, certain information about Aphria, including a description of its business is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Lock-Up Release

As previously announced, on December 12, 2019, Tilray completed its transaction with Privateer Holdings, Inc., a Delaware corporation (“Privateer”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of September 9, 2019 (the “Merger Agreement”) by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray and Michael Blue, as the Stockholder Representative. Pursuant to the terms described in the Merger Agreement, Privateer merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Tilray.

Pursuant to the Merger Agreement, each Privateer equity holder who received shares of Tilray common stock in the Merger is subject to a lock-up (the “Lock-Up Agreement”) allowing for the sale of such shares only under certain circumstances over a two-year period.

On February 19, 2021, the Board of Directors of Tilray unanimously approved the release of the remaining shares of Class 2 common stock from the Lock-Up Agreement, effective as of 9:00 a.m. on the second trading day following the record date for Tilray’s special meeting of the stockholders related to the Arrangement. The record date will be set by the Board of Directors of Tilray prior to filing the definitive proxy statement related to the Arrangement.