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): March 16, 2023

Tilray Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

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:

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

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. ☐

On March 16, 2023, Tilray Brands, Inc. (the “Company”) held its reconvened 2022 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present.

At the reconvened Annual Meeting, the Company’s stockholders solely considered and voted on Proposal #3 (the “Charter Amendment Proposal”) to approve the specified amendments (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended, to cancel the Class 1 Common Stock and re-allocate such authorized shares to Class 2 Common Stock. The Charter Amendment Proposal is described in more detail in the Company’s Proxy Statement dated September 22, 2022, as supplemented on February 21, 2023.

Specifically, the Charter Amendment Proposal was formally approved by the vote of the Company’s stockholders at the reconvened Annual Meeting on March 16, 2023, as detailed in the voting results outlined below.

 Proposal No. 3 – Approval of the Amendments to the Company’s Certificate of Incorporation:

As previously reported and detailed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 23, 2022 (File No. 001-38594), each of Proposal #1 for the election of John Herhalt as Class I director to serve until his respective term expires or until his successor is duly elected and qualified, and Proposal #2 for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year were formally approved by the vote of the Company’s stockholders at the 2022 Annual Meeting originally held on November 22, 2022.

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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