UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
Tilray, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 82-4310622 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
|
1100 Maughan Road Nanaimo, BC, Canada |
V9X IJ2 | |
| (Address of principal executive offices) | (Zip code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of exchange on which each class is to be registered |
|
| Class 2 common stock, $0.0001 par value per share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement number to which the form relates:
333-225741
Securities to be registered pursuant to Section 12(g) of the Act:
None
| Item 1. | Description of Registrant’s Securities to be Registered. |
Tilray, Inc. (the “ Registrant ”) hereby incorporates by reference the description of its Class 2 common stock, $0.0001 par value per share, to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-225741), as originally filed with the Securities and Exchange Commission (the “ Commission ”) on June 20, 2018, as subsequently amended (the “ Registration Statement ”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.
| Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| TILRAY, INC. | ||||||
| Date: July 16, 2018 | By: |
/ S / B RENDAN K ENNEDY |
||||
| Brendan Kennedy | ||||||
| Chief Executive Officer | ||||||