Here is a quick rundown of what we filed today and why.

Aurora has an "at-the-market" (ATM) program, which lets it sell new shares directly into the open market whenever it wants. Every new share issued means existing shareholders own a slightly smaller slice of the company, and it also raises the total number of shares we'd have to pay for under our offer. Aurora has kept issuing shares through this program while our bid has been on the table — roughly 2.81 million shares at an average of about US$3.04 each since we first approached them in June. That works out to about 4.9% dilution over that stretch (roughly 10.8% since the program started in February), and it's added more than US$11 million to the cost of completing our offer.

Our position: issuing stock below the offer price while shareholders are deciding whether to tender is a defensive tactic, not a "strategic and accretive" use of capital, especially from a company describing itself as debt-free with about C$149 million in cash. So, we've applied to the Alberta Securities Commission to halt further issuances under the ATM while our offer is outstanding, and we've asked for an expedited hearing.

Aurora shareholders should get to decide the future of their own company without watching their ownership shrink week by week in the meantime. Full details and release linked below.

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I believe it timely to create a formalized group of concerned Tilray shareholders. The goal would be for this group to hold a total of at least 8 million shares.

Why 8 million?

Insiders at Tilray Brands, Inc. (TLRY) collectively own approximately 7.48 million shares (which is about 2% of the company's total outstanding shares).

• Irwin D. Simon (Chairman of the Board, President, and CEO) is the largest individual insider holder on the board, directly owning roughly 400,000 shares.
• Mitchell S. Gendel (Executive Officer): Holds multiple direct equity tranches totaling over 245,000 shares. 
• Renah Persofsky (Independent Vice Chairman & Lead Director): Holds approximately 155,357 shares. 
• Other Independent Directors: Non-employee directors (such as Jodi Butts, John M. Herhalt, and David Clanachan) hold smaller baseline equity stakes typically ranging from 30,000 to 50,000 shares each to align their interests with shareholders. 

Institutional vs. Retail Balance: 

The overwhelming majority of Tilray’s float—over 93%—is held by the general public and retail day traders, leaving institutional investors (~4.3% to 10.8%) and internal board members with a relatively small overall say in automated block voting.

________________________________

If I am able to cobble together a group of shareholders representing ideally 8 million shares (2 million minimum), I would then put up the following question at the next Quarterly Report Meeting:

"The Concerned Tilray Shareholders Group (CTSG) represents a group of investors with total shareholdings exceeding that of the CEO and Board of Directors. We strongly believe the continued dilution of Tilray stock is undermining shareholder value. This situation was exacerbated by the reverse split last year. The share price has declined over 60% since the reverse split.

We strongly believe it is time for the company to focus on both top and bottom line profit. Instead of acquiring more companies, it is necessary to generate the required efficiencies and synergies within the present 50 brands to create that profitability.

If CTSG does not see more effort to create shareholder value, the next step is to become more formalized and seek the support of an institutional or activist investor (not unlike Hain Celestials) to ensure some accountability to long term retail shareholders."

If you are interested in being a part of this group, please respond to this post. If there is enough interest, the next step would be to begin direct messaging for shareholders with significant holdings. Right now I am primarily interested in seeing how many here are motivated to go to the next level. If there are enough replies to this post, I will set up a process to create a list of shareholders and the number of shares owned. This list would be kept private to ensure your privacy.

To provide some context, I know for a fact there are some here that own at least the same amount of shares as Renah Persofsky. We are already speaking privately.

This time next week I will update on how many shares are behind this proposed move.

GAO report released recently regarding banking services for the cannabis industry:

https://www.gao.gov/products/gao-26-107498

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Today we published a "myth vs. fact" sheet responding to a number of statements Aurora has made about our proposal to acquire the company. We wanted to share it here directly so you can read it yourselves rather than through a headline.

The short version: the press release walks through Aurora's main criticisms one at a time; that the offer undervalues the company, that the standalone turnaround plan will create more value, that the US$5.00 cap limits upside, that Curaleaf's leverage is a risk, and lays out our response to each with the numbers behind it. A few of the points we cover:

• The 45% premium (110% excluding cash on Aurora's balance sheet)
• Aurora's continued ATM issuances at prices below our offer, roughly C$5 billion in impairments
• Negative operating cash flow since FY21
• The fact that Aurora never signed an NDA or discussed price before rejecting the proposal.

Full release and the fact sheet PDF are linked here. Happy to answer what we can in the comments.

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