Tilray enters agreement to issue120,000 shares of Series A Preferred Stock

Tilray Brands 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 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, 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 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%.