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): August 19, 2021
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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The Nasdaq Global Select Market
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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 8.01 |
Other Events.
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On July 29, 2021, Tilray, Inc. (the “Company”), convened and then
adjourned, without conducting any business, its special meeting of stockholders (the “Special Meeting”). The Annual Meeting was initially adjourned until
Thursday, August 19, 2021, at 11:00 a.m. Eastern Time.
On August 19, 2021, the Company reconvened and then further adjourned, without conducting any business, the adjourned Special Meeting until Friday, September
10, 2021, at 11:00 a.m. Eastern Time, at which time the Company’s stockholders will vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on June 25, 2021. At the Special Meeting, stockholders of the
Company are being asked to approve a proposal to increase the authorized number of shares of common stock (“Authorized Shares Proposal”) and a number of
governance enhancements to increase stockholder rights (the “Governance Proposals”). The Special Meeting was further adjourned to allow the Company’s
stockholders time to consider and vote on the Authorized Shares Proposal and the Governance Proposals.
The close of business on June 22, 2021 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the
Special Meeting.
On August 19, 2021, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of this press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Press Release of Tilray, Inc., dated August 19, 2021
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Tilray, Inc.
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Date: August 19, 2021
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By:
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/s/ Mitchell Gendel
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Mitchell Gendel
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Global General Counsel
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Exhibit 99.1
TILRAY ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO SEPTEMBER 10, 2021
Votes already cast point to support for both the Authorized Shares Proposal and the Governance Proposals
Tilray urges stockholders to vote immediately in support of long-term value creation
NEW YORK & LEAMINGTON, Ontario—August 19, 2021--Tilray, Inc. (“Tilray” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and
consumer packaged goods company, today convened and then adjourned the Special Meeting of Stockholders intended to approve two shareholder proposals: (1) a proposal to increase the authorized number of shares of common stock (“Authorized Shares
Proposal”); and (2) a number of governance enhancements to increase stockholder rights (the “Governance Proposals”). The Special Meeting was adjourned to September 10, 2021, at 11:00 a.m. Eastern Time.
Based on a preliminary assessment of votes received by the Company’s proxy solicitor, the majority of votes cast to date support both the Authorized Shares
Proposal and the Governance Proposals. The adjournment of the Special Meeting is intended to provide Tilray with additional time to solicit proxies and to give Tilray shareholders additional time to consider information relevant to Proposal 1,
including the announcement of Tilray’s strategic investment in MedMen convertible notes and the importance of Proposal 1 in enabling Tilray to optimize the execution of that transaction.
Irwin D. Simon, Tilray’s Chairman and CEO said, “We urge stockholders who have not yet voted to participate in the success of their investment in Tilray by
voting FOR all proposals on the agenda for the Special Meeting. By doing so, stockholders will be actively supporting Tilray’s ability to
pursue and optimize growth opportunities, including our game-changing investment in MedMen convertible notes, expand and generate strong performance, increase stockholder rights and, ultimately, drive stockholder value. No matter how many or how
few shares you own, your participation will enable us to maximize our potential to create value for our stockholders in the near-term and in the future.”
The approval of the Authorized Shares Proposal requires the affirmative vote of holders of at least a majority of the voting power of shares outstanding and
entitled to vote. The record date for the adjourned Special Meeting remains June 22, 2021. Stockholders who have already voted do not need to recast their votes unless they wish to change their vote. Stockholders who have not already voted or wish
to change their vote are strongly encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.
If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (833) 497-7395 toll-free in
the U.S. and Canada, or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.
HELP TILRAY GROW!
VOTE “FOR” TODAY!
About Tilray
Tilray, Inc. is a leading global cannabis-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 – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul
and invoke a sense of wellbeing. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative
products. A pioneer in cannabis research, cultivation, and distribution, Tilray’s unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and alcoholic beverages.
For more information about Tilray, Inc., visit: http://www.Tilray.com
Forward-Looking Statements
Certain statements in this communication that are not historical facts 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. Forward-looking statements include statements
regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the need for an increase in authorized shares of common stock from 743,333,333 shares to 990,000,000 shares and the potential
negative impacts to the company if the corresponding proposal is not approved. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this
communication. 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 more detailed discussion of these risks and other factors, see the most recently filed annual
information form of Aphria and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with applicable securities regulatory authorities and available on SEDAR and 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.
Contacts
For media inquiries, please contact:
Berrin Noorata
news@tilray.com
For investor inquiries, please contact:
Raphael Gross 203-682-8253
Raphael.Gross@icrinc.com