[PRESS RELEASE] – NEW YORK and LEAMINGTON, Ontario, April 17, 2025 – Tilray Brands Inc., a global lifestyle and consumer packaged goods company at the forefront of beverage, cannabis and wellness industries, announced a special meeting of stockholders to be held on June 10, 2025. The special meeting will be held via live audio webcast, which can be accessed on the investor page on Tilray.com.
At the special meeting, stockholders will be asked to vote for an amendment of the company’s Fifth Amended and Restated Certificate of Incorporation, in order to implement a reverse stock split of the company’s common stock at a ratio ranging from 1-to-10 to 1-to-20. The exact ratio within this range will be determined by the board of directors, without reducing the authorized number of shares of the company’s common stock.
“The reverse stock split will better align Tilray’s number of shares outstanding with companies of our size and scope,” Tilray Brands Chairman and CEO Irwin D. Simon said. “A higher price per share would ensure compliance with Nasdaq's continued listing requirements and places Tilray in a position to continue executing on our strategic plans. Looking ahead, we expect this decision to aid in the company’s efforts to stabilize trading levels, attract and retain institutional shareholders, and decrease our cost structure by over $1 million on an annual run-rate basis. The fundamentals of our company remain intact, and we are confident that we have the right strategy and team to deliver long-term value for our shareholder base.”
The company also expects to achieve cost savings from the reverse stock split, which would reduce the company’s expenditures associated with Tilray’s annual meeting of stockholders.
Tilray’s Financial Structure
During the fiscal year 2025 to date, Tilray reduced its total debt outstanding by approximately $76 million. Consequently, net debt to trailing 12-month adjusted EBITDA is less than 1x. As of the company’s most recent quarter ended Feb. 28, 2025, Tilray’s balance sheet had a cash and marketable securities balance of more than $248 million, which provides the company with financial strength and flexibility to pursue strategic opportunities and accretive acquisitions.
More Information
Stockholders will find important information and detailed instructions about how to participate in the special meeting in the company's definitive proxy statement, which is available on Tilray.com.
