Private Placement (Form 8-K)

On April 15, 2026, Tilray Brands, Inc. (the "Company") issued 398,666 shares of the 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 the Company, and the sellers party thereto, relating to the Company's acquisition of the Lyphe Group (the "Lyphe Acquisition").

On June 3, 2026, the Company entered into a private debt-for-equity exchange transaction (the "Exchange Transaction") with an unrelated party. Pursuant to the 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 (the "Securities Act"), 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.