UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 213, 2026

Tilray Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38594	82-4310622
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

265 Talbot Street West, Leamington, Ontario, Canada	N8H 5L4
265 Talbot Street West,
Leamington, ON	N8H 4H3
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 845-7291

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TLRY		The NASDAQ Global Select Market

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TLRY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 83.0102 ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

~~This~~On ~~current~~April ~~report~~15, on2026, ~~Form~~Tilray ~~8-K~~Brands, isInc. ~~filed~~(the ~~for~~“Company”) issued 398,666 shares of the ~~purpose~~Company’s common stock, par value $0.0001 per share (“Common Stock”), as partial consideration pursuant to that certain share purchase agreement, dated April 15, 2026, by and among the Company, Tilray Holdings, Inc., a wholly-owned subsidiary of ~~filing~~the Company, and the ~~attached~~sellers party ~~exhibit~~thereto, inrelating ~~connection~~to ~~with~~the Company’s acquisition of the ~~Registration~~Lyphe ~~Statement~~Group No(the “Lyphe Acquisition”). ~~333-290806.~~

~~Item~~On 9June 3, 2026, the Company entered into a private debt-for-equity exchange transaction (the “Exchange Transaction”) with an unrelated party.01 ~~Financial~~Pursuant ~~Statements~~to ~~and~~the ~~Exhibits~~Exchange Transaction, the Company issued an aggregate of 1,214,186 shares of Common Stock in exchange for $6 million aggregate principal amount of the Company’s 5.20% Convertible Senior Notes due June 15, 2027.

The shares of Common Stock issued in connection with the Lyphe Acquisition were issued without registration under the Securities Act of 1933, as amended (dthe “Securities Act”), ~~Exhibits~~in reliance on the exemption provided by Section 4(a)(2) thereof, and the shares of Common Stock issued in the Exchange Transaction were issued without registration under the Securities Act in reliance on the exemption provided by Section 3(a)(9) thereof.

Exhibit Number		Description of Exhibit
5.1		Opinion of DLA Piper LLP (US)
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted in Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Tilray Brands, Inc.
Date: April 21, 2026	By:	/s/ Mitchell Gendel
Date: June 9, 2026
		Mitchell Gendel
	By:	Mitchell Gendel
		Global General Counsel
	Name: Mitchell Gendel
	Title: Global General Counsel

Filing Compare · Tilray Brands, Inc.