Tilray Brands Inc. has completed a private debt-for-equity exchange transaction with an unrelated party, issuing 12,591,816 shares of its common stock. These shares were exchanged for $5 million principal amount of the company's 5.20% Convertible Senior Notes due June 1, 2027. The transaction was conducted without registration under the Securities Act, relying on an exemption provided by Section 3(a)(9).
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