In an 8-K filing released after the close, Tilray (NASDAQ: TLRY) announced that Cowen and Company has been selected to sell up to $400 million in stock once an S-3 registration statement is effective. Any sales will be an “at-the-market offering”:
Pursuant to the Sales Agreement, each time Tilray wishes to issue and sell Shares under the Sales Agreement (each, a “Placement”), it will provide a notice to Cowen containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”).
Upon Tilray’s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of the Sales Agreement, Cowen will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of Tilray and as agent, such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice.
A copy of the entire sales agreement is here.
According to the company, “Tilray became eligible to file the registration statement following the one-year anniversary of its IPO in July. We consider it good corporate practice to maintain a shelf registration, in line with other companies at our stage of development in a high-growth industry. Doing so provides Tilray with flexibility to support our global growth strategy and drive value creation over the long term.”