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Subsequent Events | 12 Months Ended
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May 31, 2022
Subsequent Events [Abstract] |
Subsequent Events |
31. | Subsequent Events
On March 3, 2022, we entered into a sales agreement (the “Sales Agreement”) with Jefferies LLC and Canaccord Genuity LLC (each, an “Agent” and together, the “Agents”), pursuant to which we may offer and sell shares of Tilray’s Class 2 common stock, par value $0.0001 per share, having an aggregate offering price of up to $400 million from time to time through an at the market equity offering program under which the Agents act as sales agent (the “ATM Program”). Under the Sales Agreement, the Agents may sell shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including but not limited to sales made directly on or through the Nasdaq Global Select Market or on any other existing trading market for Tilray’s Class 2 common stock. Each Agent will be entitled to a commission of up to three percent (3.0%) of the gross proceeds of each sale of Tilray’s Class 2 common stock made through or to such Agent from time to time under the Sales Agreement. Subsequent to May 31, 2022, we sold an additional 11,920,209 shares of Tilray’s Class 2 common stock under the Sales Agreement, resulting in aggregate net proceeds to us of approximately $46,263, and gross proceeds of approximately $47,207, and paid Agents commissions and fees of approximately $944. As of July 28, 2022, we sold an aggregate of 63,661,919 shares for net proceeds of approximately 308,670 and gross proceeds of $314,969, the remaining availability under the Sales Agreement is approximately $85,031. As a result of the sale of the shares from the ATM, the exercise price on the outstanding warrants have been adjusted to $3.15. On July 12, 2022, we closed the HEXO transaction pursuant to which, among other things, we acquired from HT Investments MA LLC (“HTI”) all of the outstanding principal and interest under a secured convertible note (the “HEXO Note”) issued by HEXO Corp. (“HEXO”) maturing on May 1, 2026. The HEXO Note was amended prior to closing to provide for an adjustment down of the initial conversion price to CAD$0.40 and certain HEXO board appointment and governance rights in favor of Tilray. As of the closing, the HEXO Note had a principal balance of approximately $173 million. As part of the transaction, Tilray delivered consideration totaling approximately $155 million, representing the outstanding principal balance less a purchase price discount equal to 10.8% of such outstanding principal balance. The purchase price was satisfied by Tilray in the form of a newly-issued $50 million convertible promissory note, and the balance in approximately 33 million shares of Tilray’s Class 2 common stock. The HEXO transaction also provided for Tilray and HEXO to enter into commercial agreements providing for co-manufacturing by each of Tilray and HEXO, exclusive supply by Tilray to HEXO of cannabis products for international markets, provisioning by Tilray to HEXO of advisory services and procurement and selling and administrative services. In August 2021, the Board of Directors of the Company established a Special Litigation Committee (the “SLC”) of independent directors to re-assert director control and investigate the derivative claims asserted in In re Tilray, Inc. Reorganization Litigation, C.A. No. 2020-0137-KSJM. On May 27, 2022, the SLC informed the Court that it had completed its investigation; determined not to seek dismissal of the Action; and confirmed its determination that the Company had suffered significant damages and that the SLC would pursue claims to recover appropriate amounts for the Company’s benefit. Thereafter, the SLC, all of the defendants, and certain non-parties participated in two mediation sessions on June 27 and July 14, 2022. On July 15, 2022, the SLC reached an agreement in principle with the defendants and certain of the non-parties, and their respective insurers, to resolve the claims asserted in the action in exchange for an aggregate amount of $26.9 million to be paid to Tilray plus mutual releases. The parties’ binding term sheet remains subject to execution of long-form settlement agreements with the respective parties and approval by the Delaware Court of Chancery. The SLC notified the Court of Chancery of the parties’ agreement in principle via letter dated July 18, 2022. See Part I, Item 3 – Legal Proceedings for additional information on this litigation matter.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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