S-8 1 ef20078907_s8.htm S-8

As filed with the Securities and Exchange Commission on July 31, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Tilray Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware		82-4310622
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

265 Talbot Street West, Leamington, Ontario, Canada N8H 4H3

(Address of principal executive offices)

Tilray, Inc. Amended and Restated 2018 Equity Incentive Plan

(Full title of the plan)

Irwin D. Simon

Chief Executive Officer

265 Talbot Street West

Leamington, Ontario, Canada

(844) 845-7291

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Christopher P. Giordano, Esq.

Penny Minna, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

(212) 335-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

A certificate of amendment to the fifth amended and restated certificate of incorporation of Tilray Brands, Inc. (the “Registrant”) was filed with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse split (the “Reverse Stock Split”) of the Registrant’s issued and outstanding common stock, with an effective time of 4:01 p.m. Eastern Standard Time on December 1, 2025. Unless otherwise indicated, all share numbers herein give effect to the Reverse Stock Split.

This Registration Statement on Form S-8 is being filed by the Registrant for the purpose of registering an additional 11,355,231 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), that may become issuable under the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”). The additional 11,355,231 shares of Common Stock, which includes (i) 2,970,901 shares of Common Stock authorized for issuance under the Plan on January 1, 2024, (ii) 3,736,909 shares of Common Stock authorized for issuance under the Plan on January 1, 2025, and (iii) 4,647,421 shares of Common Stock authorized for issuance under the Plan on January 1, 2026, have become reserved for issuance as a result of the operation of the automatic increase provision of the Plan. Pursuant to such provision, on January 1 of each year through 2027, the number of shares authorized for issuance under the Plan is automatically increased by a number equal to four percent of the outstanding shares of Common Stock as of the end of the Registrant’s immediately preceding fiscal year, or any lesser number of shares of Common Stock determined by the board of directors of the Registrant.

These additional shares of Common Stock are securities of the same class as other securities for which registration statements on Form S-8 (File Nos. 333-226267, 333-231539, 333-238179, 333-256023, 333-266695, 333-272838 and 333-274661) were filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2018, May 16, 2019, May 11, 2020, May 12, 2021, August 9, 2022, June 22, 2023 and September 22, 2023, respectively (the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the new information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are hereby incorporated herein by reference (except for the portions thereof “furnished,” but not “filed,” which are deemed not to be incorporated by reference into this Registration Statement):

●

the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, filed with the SEC on July 28, 2026;

●

the information specifically incorporated by reference into the Form 10-K for the fiscal year ended May 31, 2025 from our definitive proxy statement on Schedule 14A, filed on September 26, 2025;

●

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended August 31, 2025, November 30, 2025 and February 28, 2026, filed on October 9, 2025, January 8, 2026 and April 1, 2026, respectively;

●

the Registrant’s Current Reports on Form 8-K, filed on June 10, 2025, June 23, 2025, September 10, 2025, November 19, 2025, November 26, 2025, March 2, 2026, April 15, 2026, April 15, 2026, April 21, 2026, June 9, 2026, and June 30, 2026 ; and

●

the description of our securities as set forth in our registration statement on Form 8-A/A (File No. 001-38594), filed with the SEC on October 1, 2020, pursuant to Section 12(b) of the Exchange Act, including the description contained in Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, and any subsequent amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, except that the portion of any document “furnished” but not “filed” shall not be incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement modifies, supersedes or replaces such statement.

Item 8.

Exhibits.


			Incorporated by Reference
Exhibit No.	Description of Document	Schedule Form	File Number	Exhibit	Filing Date	Filed Herewith
3.1	Fifth Amended and Restated Certificate of Incorporation of Tilray Brands, Inc., dated as of December 19, 2024, as currently in effect	10-Q	001-38594	3.1	1/10/2025
3.2	Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on November 26, 2025.	8-K	001-38594	3.1	11/26/2025
3.3	Amended and Restated Bylaws, as of January 10, 2022.	8-K	001-38594	3.2	1/10/2022
4.1	Indenture, dated May 31, 2023, between Tilray Brands, Inc. and Computershare Trust Company, N.A.	8-K	001-38594	4.1	5/31/2023
4.2	First Supplemental Indenture, dated May 31, 2023, between Tilray Brands, Inc. and Computershare Trust Company, N.A.	8-K	001-38594	4.2	5/31/2023
4.3	Description of Securities of the Registrant	10-K	001-38594	4.3	7/28/2026
4.4	Form of Pre-Funded Warrant	8-K	001-38594	4.1	3/17/2020
4.5	Form of Warrant	8-K	001-38594	4.2	3/17/2020
5.1	Opinion of DLA Piper LLP (US).					X
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm of Tilray Brands, Inc.					X
23.2	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).					X
24.1	Power of Attorney (contained on signature page hereto).					X
99.1	Amended and Restated 2018 Equity Incentive Plan.	S-1	333-225741	10.2	7/9/2018
107	Filing fee table					X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2026.


	TILRAY BRANDS, INC.

	By:	/s/ Irwin D. Simon
		Irwin D. Simon
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitute and appoint Irwin D. Simon and Mitchell Gendel, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Position	Date

/s/ Irwin D. Simon	Chief Executive Officer and Chairman	July 31, 2026
Irwin D. Simon	(Principal Executive Officer)

/s/ Carl A. Merton	Chief Financial Officer
Carl A. Merton	(Principal Financial Officer and Principal Accounting Officer)	July 31, 2026

/s/ Renah Persofksy	Director	July 31, 2026
Renah Persofksy

/s/ Steven Cohen	Director	July 31, 2026
Steven Cohen

/s/ David Clanachan	Director	July 31, 2026
David Clanachan

/s/ John M. Herhalt	Director	July 31, 2026
John M. Herhalt

/s/ David Hopkinson	Director	July 31, 2026
David Hopkinson

/s/ Thomas Looney	Director	July 31, 2026
Thomas Looney