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Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Tilray, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   82-4310622
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

1100 Maughan Road

Nanaimo, BC, Canada

   V9X IJ2
(Address of principal executive offices)   (Zip code)

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

 

Title of each class

to be so registered

   

Name of exchange on which

each class is to be registered

Class 2 common stock, $0.0001 par value per share    The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement number to which the form relates:

333-225741

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

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

Tilray, Inc. (the “Registrant”) hereby incorporates by reference the description of its Class 2 common stock, $0.0001 par value per share, to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-225741), as originally filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2018, as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    TILRAY, INC.
Date: July 16, 2018     By:  

/S/ BRENDAN KENNEDY

      Brendan Kennedy
      Chief Executive Officer