Item 8.01 Other Events.

On January 27, 2022, Tilray Brands, Inc. (the "Company"), and Glas Trust Company LLC ("Glas Trust") entered into Agreements of Resignation, Appointment and Acceptance (the "Succession Agreements") with Computershare Trust Company, N.A. ("Computershare"). Pursuant to the Succession Agreements, Computershare will replace Glas Trust as trustee under each of the following indentures (collectively, the "Indentures") with respect the Company's debt securities issued or to be issued under the Indentures: (i) Indenture dated as of August 23, 2019 (as supplemented, amended, or modified on each of November 13, 2019, and November 22, 2019) by and between the Company and Glas Trust; (ii) Indenture dated as of October 10, 2018 by and between the Company and Glas Trust; and (iii) Indenture dated as of April 23, 2019 (as supplemented on April 30, 2019) by and between the Company and Glas Trust .

Copies of the Succession Agreements are filed as Exhibits 4.1, 4.2 and 4.3 with this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number      Description

  4.1         Agreement Of Resignation, Appointment and Acceptance, dated as of
            January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company
            LLC and Computershare Trust Company, N.A.

  4.2         Agreement Of Resignation, Appointment and Acceptance, dated as of
            January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company
            LLC and Computershare Trust Company, N.A.

  4.3         Agreement Of Resignation, Appointment and Acceptance, dated as of
            January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company
            LLC and Computershare Trust Company, N.A.

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

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