Tilray Brands Announces At-The-Market Program to Fund Strategic and Accretive Acquisitions and Accelerate Expansion Plan Upon U.S. Cannabis Rescheduling When Effective
2024年5月17日 - 8:45PM
Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (Nasdaq |
TSX: TLRY), a leading global lifestyle and consumer packaged goods
company inspiring and empowering the worldwide community to live
their very best life, announced today that it has filed a
prospectus supplement with the U.S. Securities and Exchange
Commission (“SEC”), under which it may offer and sell shares
of its common stock (“Common Stock”) having an aggregate offering
value of up to $250 million from time to time through an
at-the-market equity program (“ATM Program”).
The Company has entered into an equity
distribution agreement with TD Securities (USA) LLC (“TD
Securities”) and Jefferies LLC (“Jefferies”). Pursuant to
the equity distribution agreement, TD Securities and Jefferies may
sell the Company’s Common Stock in transactions that are deemed an
“at-the-market offering” defined in Rule 415 under the Securities
Act of 1933, as amended, including sales made directly on or
through the Nasdaq Global Select Market. The timing and amount of
any such sales will be determined by a variety of factors
considered by the Company. Sales may be made at market prices
prevailing at the time of a sale or at prices related to prevailing
market prices. As a result, sales prices may vary.
The Company currently intends to use the net
proceeds from the ATM Program, if any, to fund strategic and
accretive acquisitions or investments in businesses, including
potential acquisitions of assets in the U.S. and internationally in
order to capitalize on expected regulatory advancements or
expansion opportunities. The Company does not currently intend to
use the net proceeds from the ATM Program for general working
capital purposes.
A registration statement on Form S-3 (File No.
333-267788) was filed with the SEC on October 7,
2022 and became effective automatically upon filing. A
prospectus supplement and accompanying prospectus relating to the
ATM Program was filed with the SEC on May 17, 2024.
Prospective investors should read the prospectus supplement and
accompanying prospectus, together with the documents incorporated
by reference therein. Prospective investors may obtain these
documents for free by visiting EDGAR on the SEC’s website
at www.sec.gov. Alternatively, a copy of the prospectus
supplement and accompanying prospectus relating to the offering may
be obtained from TD Securities (USA) LLC, 1 Vanderbilt Avenue,
New York, New York 10017, by telephone at (855) 495-9846 or by
email at TD.ECM_Prospectus@tdsecurities.com or Jefferies LLC, Attn:
Equity Syndicate Prospectus Department, 520 Madison Avenue, New
York, NY 10022, by telephone at (877) 821-7388, or by email at
Prospectus_Department@jefferies.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
About Tilray Brands
Tilray Brands, Inc. (Nasdaq | TSX: TLRY), is a
leading global 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 and providing access to products that meet the needs of
their mind, body, and soul while invoking wellbeing. Patients and
consumers trust Tilray Brands to deliver a cultivated experience
and health and wellbeing through high-quality, differentiated
brands and innovative products. 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 how we open a world of
wellbeing, visit www.Tilray.com.
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 in this press release
include, but are not limited to, the anticipated use of proceeds
and any and all underlying assumptions and other statements that
are other than statements of historical fact.
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 detailed discussion of these risks and other factors, see our
Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and
other reports filed 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:
Tilray BrandsMedia: News@tilray.comInvestors:
Investors@tilray.com
Tilray Brands (NASDAQ:TLRY)
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Tilray Brands (NASDAQ:TLRY)
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