245 Talbot Street West
Leamington, Ontario N8H 4H3, Canada
SUPPLEMENT TO 2022 PROXY STATMENT
This is a supplement, dated as of February 22, 2023 (this “Supplement”), to the definitive proxy statement of Tilray Brands, Inc. (the “Company”) dated September 22, 2022 (the “Original Proxy Statement”) in connection with the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was originally scheduled for November 22, 2022, at 11:00 a.m. EST, and, after previously being adjourned and reconvened on December 20, 2022, January 18, 2023, and February 15, 2023, has been adjourned to March 16, 2023, at 11:00 a.m. EST. The adjourned Annual Meeting will continue to be held in a virtual format via live webcast at www.virtualshareholdermeeting.com/TLRY2022.
The Annual Meeting will be reconvened on March 16, 2023, at 11:00 am EST solely to consider and vote upon Proposal #3 for approval of the amendments to the Company’s Certificate of Incorporation, as amended (the “Charter”), to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock (the amendments, the “Charter Amendments,” and the proposal, the “Charter Amendment Proposal”), described in the Company’s Proxy Statement for the Annual Meeting, dated September 22, 2022 (the “Original Proxy Statement”), that was first mailed to stockholders on or about September 26, 2022.
The Company’s Board has established a new record date of the close of business of February 22, 2023 (the “New Record Date”) for the Annual Meeting for purposes of considering and voting upon the Charter Amendment Proposal. Only the stockholders of record of the class 2 common stock, par value $0.0001 per share, of the Company (the “Class 2 Common Stock”), and the Series A preferred stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”), at the close of business on the New Record Date are entitled to notice of and to vote at the adjourned Annual Meeting (and any postponements or further adjournments thereof). Stockholders of record as of the original record date of September 26, 2022, who remain stockholders as of the New Record Date and have previously voted at the Annual Meeting, do not need to vote again but may rescind or change their prior votes for the Charter Amendment Proposal.
On the New Record Date there were 617,841,592 shares of Class 2 Common Stock outstanding and 120,000 shares of the Series A Preferred Stock. The shares of Series A Preferred Stock were issued on February 21, 2022. In connection with the issuance of the shares of Series A Preferred Stock, the Company and the holder of the Series A Preferred Stock entered into a Voting Agreement dated as February 21, 2022, pursuant to which, among other things, the holder (a) agreed to vote all shares of Class 2 Common Stock and Series A Preferred Stock held by such holder (i) in favor of the Charter Amendments at any meeting of the Company’s stockholders held to vote thereon (including at any adjournment and postponement thereof); and (ii) against any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely approval of the Charter Amendments or the holding of any meeting to vote thereon (including any adjournment or postponement thereof) or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s organizational documents which are not otherwise consistent with the Charter Amendments); and (b) granted to the Company an irrevocable proxy to vote such shares in such manner. The Series A Preferred Stock does not have any voting rights except with respect to the Charter Amendment Proposal and except as otherwise required by Delaware law. Each share of Series A Preferred Stock has 1,000 votes per share; provided that the Series A Preferred Stock must be voted in the same manner and proportion as shares of Class 2 Common Stock that are entitled to vote thereon are voted (excluding any shares of Class 2 Common Stock that are not voted) on the Charter Amendment Proposal. As an example, if 75% of the shares of Class 2 Common Stock are voted FOR the Charter Amendment Proposal and 25% of the shares of Class 2 Common Stock are voted AGAINST the Charter Amendment Proposal, then 75% of the votes cast by the holder of the Series A Preferred Stock will be cast as votes FOR the Charter Amendment Proposal and 25% of the votes cast by the holder of the Series A Preferred Stock will be cast as votes AGAINST the Charter Amendment Proposal. Holders of the Class 2 Common Stock and Series A Preferred Stock will vote on the Charter Amendment Proposal as a single class.