Item 1.01 Entry into a Material Definitive Agreement

Tilray Convertible Note

Pursuant to the terms of the Assignment Agreement, on the Closing Date, as consideration for the HEXO Note, Tilray issued to HTI the Tilray Convertible Note. The Tilray Convertible Note accrues interest on the unpaid principal balance at a rate of 4.0% per annum, matures on September 1, 2023, unless earlier converted or repurchased, and is convertible into shares of Common Stock at the option of the holder thereof in accordance with the terms set forth and more particularly described below. Interest is payable quarterly in cash or, if unpaid and accrued upon conversion or maturity, in cash or shares of Common Stock, at the Company's option.

The Tilray Convertible Note is a general unsecured obligation of the Company and:

? ranks equally in right of payment with all of Tilray's future unsecured

indebtedness;

? is senior in right of payment to any of Tilray's future indebtedness that is

expressly subordinated to the Tilray Convertible Note;

? is effectively junior in right of payment to any of Tilray's secured

indebtedness to the extent of the value of the assets securing such

indebtedness; and

? is structurally junior to all indebtedness and other liabilities (including

trade payables) of Tilray's current or future subsidiaries.

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The holder of the Tilray Convertible Note may convert the note, in whole or in part, at any time prior to 5:00 p.m. on the second trading day immediately preceding the maturity date, into shares of Common Stock at a conversion price equal to 125% of the closing sale price as of the Closing Date, as adjusted in accordance with the terms of the Tilray Convertible Note, in amount not to exceed 20,000,000 shares of Common Stock in the aggregate (the "Conversion Cap"). In no event will the holder of the Tilray Convertible Note be allowed to effect a conversion of the note if such conversion, along with all other shares of Common Stock beneficially owned by the holder and its affiliates, would exceed 9.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation," and together with the Conversion Cap, the "Share Issuance Limitations"). In the event that the Company is prohibited from issuing any shares of Common Stock under the Tilray Convertible Note as a result of the Conversion Cap, the Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Conversion Cap.

The conversion price or rate of the Tilray Convertible Note is subject to adjustment upon the occurrence of certain events, as specified in Section 9(d) of the Tilray Convertible Note, including:

? the issuance of shares of Common Stock as a dividend on the Common Stock;

? in the event of any stock split, reverse stock split, recapitalization,

reorganization or similar transaction; and

? the distribution or dividend to all holders of Common Stock of (i) shares of

Tilray capital stock, other than Common Stock, (ii) cash dividends or

distributions paid from the Company's retained earnings or (iii) subscription

rights or warrants entitling such holders for a period not exceeding 60 days to

subscribe for or purchase shares of Common Stock at a price per share less than

the arithmetic average trading price of the Common Stock for the 10 consecutive

trading day period ending on and including the trading day immediately

preceding the announcement of such distribution.

The Company is not permitted to redeem or repay the Tilray Convertible Note prior to the maturity date without the prior written consent of the holder. At maturity, subject to the satisfaction of certain equity conditions (described below and more particularly in the Tilray Convertible Note), the Company may redeem the Tilray Convertible Note in whole or in part (i) in cash or (ii) in shares of Common Stock at a redemption price per share equal the daily VWAP of the Common Stock on the trading day immediately preceding the maturity date. The Company is required to deliver to the holder of the Tilray Convertible Note a notice on the 60th calendar day prior to the maturity date setting forth whether the Company will pay all or any portion of the redemption amount in cash or shares of Common Stock, and what portion, if any, of such redemption amount will be paid in shares of Common Stock and what portion will be paid in cash.

The Company's right to make payment in shares of Common Stock is dependent upon its satisfaction of certain customary equity conditions. Among other things, these equity conditions include Tilray's continued listing on The Nasdaq Global Market or another permitted exchange and Tilray stock maintaining certain minimum average prices and trading volumes during the applicable measurement period.

In addition to the payment of the redemption amount at maturity, the Company obligated to make an additional payment with respect to the Tilray Convertible Note (the "Maturity Top-Up Payment"), if, after 20 trading days following the maturity date (the "Maturity Top-Up Date"), the number of shares (the "Maturity Top-Up Measurement Amount") equal to (a) the quotient of (i) the redemption amount (less any amounts satisfied in cash) divided by (ii) the per-share price (the "Maturity Top-Up Price") equal to the arithmetic average of the VWAP of the Common Stock for the 20 consecutive trading day period ending on and including the trading day immediately preceding such Maturity Top-Up Date is greater than (b) the number of shares of Common Stock issued as repayment for the outstanding obligations under the Tilray Convertible Note at the maturity date (the "Maturity Shares," and the difference between (A) the Maturity Top-Up . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The terms and conditions of the Tilray Convertible Note described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference in this Item 2.03.

Item 3.03 Material Modifications to Rights of Security Holders.

Pursuant to the terms of the Tilray Convertible Note, the Company is subject to certain restrictions on its ability to, without the prior written consent of HTI, declare or pay any dividend or make any other payments or distributions on account of any capital stock of the Company. The information disclosed under Item 1.01 of this Current Report on Form 8-K regarding such restrictions is also responsive to this Item 3.03 and hereby incorporated by reference into this Item 3.03.




Item 8.01 Other Events.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

On July 12, 2022, the Company issued a press release announcing the closing of the Transaction. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Immediately prior to the closing of the Transaction on July 12, 2022, the Company, HTI, and HEXO entered into an amending agreement to the Assignment Agreement, which, among other things, modifies the scope of certain representations made by HTI under the Assignment Agreement. A copy of the amending agreement is attached hereto as Exhibit 10.4 and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits



Exhibit
 Number    Description

  10.1     Transaction Agreement, dated as of April 11, 2022, by and among the
           Company, HTI and HEXO (incorporated by reference to Exhibit 10.1 to the
           Company's Current Report on Form 8-K filed with the SEC on April 12,
           2022)†

  10.2     Amending Agreement to Transaction Agreement, dated as of June 14, 2022,
           by and among the Company, HTI and HEXO (incorporated by reference to
           Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
           SEC on June 14, 2022)

  10.3     Amended and Restated Assignment and Assumption Agreement, dated as of
           June 14, 2022, by and among the Company, HTI and HEXO (incorporated by
           reference to Exhibit 10.2 to the Company's Current Report on Form 8-K
           filed with the SEC on June 14, 2022)

  10.4     Amending Agreement to Amended and Restated Assignment and Assumption
           Agreement dated as of July 12, 2022, by and among the Company, HTI and
           HEXO

  10.5     Convertible Promissory Note due September 1, 2023, dated July 12, 2022,
           issued and owing by the Company to HTI

  10.6     Amended and Restated Senior Secured Convertible Note due 2026, dated
           July 12, 2022, issued and owing by HEXO to the Company

  10.7     Indenture dated as of May 27, 2021, by and between HEXO Corp. as issuer,
           and GLAS Trust Company LLC, as trustee

  99.1     Press Release of Tilray Brands, Inc. dated July 12, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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