TLRY Tilray

Tilray Brands' Stockholders Approve Reverse Stock Split; Company Pauses Implementation as It Evaluates Timing and Stock Price

Tilray Brands' Stockholders Approve Reverse Stock Split; Company Pauses Implementation as It Evaluates Timing and Stock Price

NEW YORK and LEAMINGTON, Ontario, June 10, 2025 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the beverage, cannabis and wellness industries, today announced that the 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 “Reverse Stock Split”), passed at the special meeting of stockholders. The Company also announced a pause on the implementation of the newly-authorized reverse stock split while further exploring all options related to timing of the reverse split as it evaluates timing and stock price.

If implemented, the Reverse Stock Split is expected to achieve several objectives, including:

  • Ensuring compliance with the Nasdaq Global Select Market’s continued listing requirements
  • Aligning the Company’s number of shares outstanding with companies of its size and scope
  • Making Tilray more attractive to institutional shareholders
  • Reducing expenditures associated with Tilray’s Annual Meeting of Stockholders resulting in up to $1 million in cost savings on an annual run rate basis



Upon implementation of the Reverse Stock Split, the Company believes it would be well positioned for strategic opportunities and acquisitions given its strong balance sheet.



Tilray’s Financial Structure

In the fiscal quarter ended February 28, 2025, Tilray reduced its total debt outstanding by approximately $76 million. Consequently, net debt to trailing twelve-months Adjusted EBITDA is less than 1.0x. Tilray’s balance sheet as of the last fiscal quarter shows a cash and marketable securities balance of approximately $250 million, which provides the Company with financial strength and flexibility to pursue strategic opportunities, accretive acquisitions, invest in our businesses and further reduce outstanding debt.

About Tilray Brands

Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment, elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

For more information on how we are elevating lives through moments of connection, visit and follow @Tilray on all social platforms.

Forward-Looking Statements

Certain statements in this communication that are not historical facts constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things the timing, ratio and completion of the Reverse Stock Split and expected strategic benefits and cost savings. Many factors could cause actual results, performance, or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events, or otherwise unless required by applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

This press release includes non-GAAP financial measures, including cash and marketable securities and net debt. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company's operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.

Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; impairments, other than temporary change in fair value of convertible notes receivable, project 420 optimization costs facility start-up and closure costs; litigation costs; restructuring costs, and transaction (income) costs, net. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.

Cash and marketable securities are comprised of two GAAP measures, cash and cash equivalents added to marketable securities. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combing these two GAAP metrics.

Net debt is comprised of GAAP measures and reduces bank indebtedness, current and non-current portions of long-term debt, the principal balance of convertible debt by cash and cash equivalents and marketable securities. The company believes this metric provides useful information to management, analysts, and investors regarding its liquidity and the Company’s ability to repay all of its debt.

Contacts:

Investor Relations



Media



EN
10/06/2025

Underlying

To request access to management, click here to engage with our
partner Phoenix-IR's CorporateAccessNetwork.com

Reports on Tilray

 PRESS RELEASE

Award-Winning Breckenridge Distillery Makes Bold Entry into Tequila wi...

Award-Winning Breckenridge Distillery Makes Bold Entry into Tequila with Launch of Casa Breck Breckenridge Distillery Unveils Casa Breck: An Artisanal Tequila inspired by the rich traditions of Jalisco and the adventurous spirit of the Rockies BRECKENRIDGE, Colo., July 24, 2025 (GLOBE NEWSWIRE) -- , an award-winning craft distillery and spirits brand by Tilray Brands, Inc. (NASDAQ: TLRY and TSX: TLRY), proudly celebrates International Tequila Day with the launch of - a bold leap into a new spirits category. Crafted with reverence for tradition and inspired by cross-cultural storytellin...

 PRESS RELEASE

Breckenridge Distillery Launches Mock One: Bold, Premium Non-Alcoholic...

Breckenridge Distillery Launches Mock One: Bold, Premium Non-Alcoholic Alternatives to Whiskey, Tequila, Gin & Rum - Crafted for Everyone Who Loves a Great Drink BRECKENRIDGE, Colo., July 17, 2025 (GLOBE NEWSWIRE) -- , an award-winning craft distillery and spirits brand by Tilray Brands, Inc. (NASDAQ: TLRY and TSX: TLRY), is pleased to announce the launch of , a new line of non-alcoholic spirits. Mock One is not just another non-alcoholic spirit - it’s crafted by the team behind one of the most awarded craft distilleries in the United States. Backed by the expertise of the renowned Brecke...

 PRESS RELEASE

Tilray Brands to Announce Fourth Quarter and Fiscal Year 2025 Financia...

Tilray Brands to Announce Fourth Quarter and Fiscal Year 2025 Financial Results on July 28, 2025 NEW YORK and LEAMINGTON, Ontario, July 09, 2025 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the beverage, cannabis and wellness industries, today announced that the Company will release its financial results for the fourth quarter and full fiscal year ended May 31, 2025, after market close on Monday, July 28, 2025. Live Conference Call and Audio Webcast Tilray will ho...

 PRESS RELEASE

Beers, Live Music, Hot Dogs and Fireworks: Everything You Need for an ...

Beers, Live Music, Hot Dogs and Fireworks: Everything You Need for an Epic 4th Of July Celebration Tilray Brands Announces Independence Day Parties Across the U.S. NEW YORK, July 01, 2025 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company, is excited to share that its craft beer taprooms across the U.S. are rolling out a stellar lineup of events to make this 4th of July unforgettable. From live music and limited-release brews to barbecues and Independence Day festivities, each taproom is set to bring its o...

 PRESS RELEASE

Breckenridge Distillery Unveils Limited-Edition Collectors Art Series ...

Breckenridge Distillery Unveils Limited-Edition Collectors Art Series Collaboration with Renowned Artist Miles Toland For Its Fifth Annual Collectors Art Series, Breckenridge Distillery Partners with Visionary Artist to Create Label for Its New Calvados Cask Release BRECKENRIDGE, Colo., July 01, 2025 (GLOBE NEWSWIRE) -- , one of the most-awarded craft distilleries in the U.S., and a craft spirits brand by Tilray Brands, Inc. (NASDAQ: TLRY and TSX: TLRY), proudly announces the fifth edition of its acclaimed . This year, the distillery partnered with muralist and painter Miles Toland to c...

ResearchPool Subscriptions

Get the most out of your insights

Get in touch