TILRAY BRANDS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2022, Tilray Brands, Inc., a Delaware corporation ("Tilray"), entered into an assignment and assumption agreement (the "Assignment and Assumption Agreement") with Double Diamond Holdings Ltd. ("DDH"), an Ontario corporation, pursuant to which, among other things, Tilray acquired from DDH a promissory note in the amount of $5,063,709.00 (the "Note") payable by 1974568 Ontario Limited ("Aphria Diamond"). DDH is a joint venturer with Aphria Inc., Tilray's direct and wholly-owned subsidiary, in Aphria Diamond.

As consideration for the Note, Tilray issued 1,529,821 shares of its Class 2 common stock (the "Consideration Shares") to DDH.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by reference.

The Consideration Shares were issued in reliance on the exemption provided by Regulation S ("Regulation S") of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to "U.S. Persons" or for the account or benefit of a "U.S. Person", as that term is defined in Rule 902 of Regulation S.

No underwriter participated in the offer and sale of the Consideration Shares, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number    Exhibit Description

  5.1     Opinion of DLA Piper LLP (US).
104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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