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Tilray Brands Announces Issuance of Series A Preferred Stock
Goal is to Enhance Corporate Governance with Proposed Charter Amendment NEW YORK and LEAMINGTON, Ontario, Feb. 22, 2023 (GLOBE NEWSWIRE) -- Tilray Brands,
About this update from Tilray Brands, Inc.
[{"type":"text","content":"Goal is to Enhance Corporate Governance with Proposed Charter Amendment\nNEW YORK and LEAMINGTON, Ontario, Feb. 22, 2023 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced that the Company has entered into an agreement for the issuance of 120,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock is entitled to 1,000 votes per share, but may only vote on the Company’s pending proposal to eliminate Tilray Brand’s Class 1 Common Stock (“Proposal 3”). Proposal 3, if approved, would eliminate the unissued Class 1 Common Stock by reclassifying it into shares of the Company’s authorized and unissued Class 2 Common Stock. The Series A Preferred Stock cannot vote independently, but instead must vote in the same proportion (For or Against) as all shares of Class 2 Common Stock are voted. The Series A Preferred Stock will convert automatically to Class 2 Common Stock on a one-for-one basis upon the closing of the polls at the Company’s adjourned annual meeting of stockholders. Upon conversion, there will be no meaningful dilution impact to Class 2 shareholders from the Series A Preferred Stock, as dilution will be limited to only 0.0002%. “We believe the issuance of the Series A Preferred Stock will help amplify and safeguard the rights of all stockholders through the approval of our proposed Charter Amendment. This would ultimately help execute our strategic plan by facilitating accretive acquisitions,” commented Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer. “An overwhelming majority of our stockholders that have voted at our annual meeting have voted in favor of the Charter Amendment (Proposal 3), but due to the nature of our stockholder base, the proposal to amend our Charter does not yet have enough votes to pass,” Mr. Simon continued. “The Series A Preferred Stock has been structured to protect stockholder interests and is an important part of our efforts to simplify the Company’s capital structure and modernize our corporate governance with our proposed Charter Amendment.” The Company’s adjourned annual meeting of stockholders to approve the Charter Amendment is scheduled for March 16, 2023, at 11:00 am EST. The meeting will be hel...