TLRY / Tilray Brands, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

CALCULATION OF FILING FEE TABLE (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(7) (Form Type) Tilray Brands, Inc.

Tilray Brands, Inc. Up to 398,666 Shares of Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-290806 PROSPECTUS SUPPLEMENT (To Prospectus dated October 9, 2025)   Tilray Brands, Inc. Up to 398,666 Shares of Common Stock This prospectus supplement supplements the accompanying prospectus, and registers the resale of an aggregate of 398,666 shares of our common stock, par value $0.0001 per share (“Common Stock”), held by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2026 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2026 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Up to $180,000,000

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-290806 PROSPECTUS SUPPLEMENT (To Prospectus dated October 9, 2025) Up to $180,000,000   Tilray Brands, Inc. Common Stock This prospectus supplement amends and supplements the prospectus filed October 9, 2025. This prospectus supplement should be read together with the accompanying prospectus, which is to be delivered with this

Tilray Brands Accelerates Next Phase of Global Growth and Market Leadership Tilray Advances UK Healthcare Platform with Lyphe Acquisition, Positions BrewDog for Strong Growth, and Prepares for U.S. Rescheduling and Medical Cannabis Opportunity

Exhibit 99.1 Tilray Brands Accelerates Next Phase of Global Growth and Market Leadership Tilray Advances UK Healthcare Platform with Lyphe Acquisition, Positions BrewDog for Strong Growth, and Prepares for U.S. Rescheduling and Medical Cannabis Opportunity NEW YORK and LEAMINGTON, Ontario — April 15, 2026 — Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (NASDAQ: TLRY; TSX: TLRY), a g

CALCULATION OF FILING FEE TABLE (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(5) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2026 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2026 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

OPEN MARKET SALE AGREEMENTSM

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM April 15, 2026 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 ROTH CAPITAL PARTNERS, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Tilray Brands, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2026 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2026 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Business and Asset Sale Agreement

Exhibit 10.1 Business and Asset Sale Agreement BrewDog plc (in administration) BrewDog Retail Limited (in administration) Draft House Holding Limited (in administration) BrewDog International Limited (in administration) Clare Laura Kennedy, Ian Partridge and Benjamin James Browne Tilray Brands UK Ltd (as Purchaser) Tilray Brands, Inc. (as Guarantor) Dated March 2, 2026 Contents PARTIES 1 BACKGROUN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2026 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2026 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Tilray Brands Delivers Record Q3 Fiscal 2026 Results; Net Revenue Increases to $207 Million with 11% Organic Growth and Gross Profit Expands to $55 Million, Increasing 6% Year-Over-Year International Cannabis Accelerates with 73% Net Revenue Growth a

EXHIBIT 99.1 Tilray Brands Delivers Record Q3 Fiscal 2026 Results; Net Revenue Increases to $207 Million with 11% Organic Growth and Gross Profit Expands to $55 Million, Increasing 6% Year-Over-Year International Cannabis Accelerates with 73% Net Revenue Growth and 100% Increase in Cannabis Flower Sales Volume Year-Over-Year Canadian Adult-Use and Medical Cannabis Net Revenue Combined Increased 8%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Tilray Brands Acquires BrewDog, a Leading Global Craft Brand, Creating a ~$500 Million Global Craft Beer and Beverage Platform Accretive Acquisition of Select Assets Includes Global Brand, UK Brewing Operations and 11 Strategic Brewpubs Expected to G

Exhibit 99.1 Tilray Brands Acquires BrewDog, a Leading Global Craft Brand, Creating a ~$500 Million Global Craft Beer and Beverage Platform Accretive Acquisition of Select Assets Includes Global Brand, UK Brewing Operations and 11 Strategic Brewpubs Expected to Generate ~$200 Million in Annual Net Revenue and ~$6 - $8 Million of Adjusted EBITDA in Fiscal 2027 Tilray’s Global Consolidated Net Reven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I

Tilray Brands Delivers Record Q2 Fiscal 2026 Net Revenue of $218 Million, Moves to Net Cash Position and Reaffirms Full-Year Adjusted EBITDA Guidance International Medical Cannabis Revenue Increases 36%; Canadian Adult-Use Cannabis Revenue Grows 6% T

EXHIBIT 99.1 Tilray Brands Delivers Record Q2 Fiscal 2026 Net Revenue of $218 Million, Moves to Net Cash Position and Reaffirms Full-Year Adjusted EBITDA Guidance International Medical Cannabis Revenue Increases 36%; Canadian Adult-Use Cannabis Revenue Grows 6% Tilray Pharma Achieves Record Quarterly Revenue U.S. Federal Cannabis Rescheduling Expected to Unlock New Market Opportunity for Tilray Me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2026 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2026 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 Tilray Brands,

-05-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Em

Tilray Brands Announces Implementation of Previously Approved 1-for-10 Reverse Stock Split Common Stock Expected to Begin Trading on a Split-Adjusted Basis on December 2, 2025

EXHIBIT 99.1 Tilray Brands Announces Implementation of Previously Approved 1-for-10 Reverse Stock Split Common Stock Expected to Begin Trading on a Split-Adjusted Basis on December 2, 2025 NEW YORK – November 26, 2025 – Tilray Brands, Inc. (“Tilray Brands”, “Tilray” or “the Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of the global ca

CERTIFICATE OF AMENDMENT OF THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TILRAY BRANDS, INC.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. Tilray Brands, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: The name of the corporation is Tilray Brands, Inc. (the “Company”). SECOND: This Certificate of Amendment (the “Certific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

Please see Investor Presentation dated November 17, 2025 available here:

EXHIBIT 99.1 Please see Investor Presentation dated November 17, 2025 available here: https://ir.tilray.com/static-files/73795180-7361-409a-b539-57a8557d4dbc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2025 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement, dated as of October 7, 2025 (this “Amendment”), amends certain terms and conditions of the Employment Agreement, dated effective July 27, 2021 (the “Original Employment Agreement”), between Tilray Brands, Inc. (the “Company”) and Irwin D. Simon (the “Executive”). Capitalized terms used but not define

DLA Piper LLP (US)

Exhibit 5.4 DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, New York 10020-1104 www.dlapiper.com October 9, 2025 Tilray Brands, Inc. 265 Talbot Street West Leamington, Ontario, Canada Ladies and Gentlemen: We are acting as counsel to Tilray Brands, Inc., a Delaware corporation (the “Company”), in connection with the offering of 8,617,068 shares of its common stock, par value $0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables S-3 Tilray Brands, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff

As filed with the Securities and Exchange Commission on October 9, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 9, 2025 Registration No.

TILRAY BRANDS, INC. Dated as of [●], 20 Debt Securities TABLE OF CONTENTS

Exhibit 4.5 TILRAY BRANDS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Section

TILRAY BRANDS, INC. , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT

Exhibit 4.8 TILRAY BRANDS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY BRANDS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under

DLA Piper LLP (US)

Exhibit 5.3 DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, New York 10020-1104 www.dlapiper.com October 9, 2025 Tilray Brands, Inc. 265 Talbot Street West Leamington, Ontario, Canada Ladies and Gentlemen: We are acting as counsel to Tilray Brands, Inc., a Delaware corporation (the “Company”), in connection with the offering of up to 3,133 shares of its common stock, par value

TILRAY BRANDS, INC. , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT

Exhibit 4.9 TILRAY BRANDS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the la

Tilray Brands Reports Strong First Quarter Fiscal 2026 Results, Highlighting Continued Growth with Record Q1 Net Revenue of $210 Million and Net Income Operational Efficiencies and Focus on Profitability Drove Net Income of $1.5 Million, Adjusted EBI

EXHIBIT 99.1 Tilray Brands Reports Strong First Quarter Fiscal 2026 Results, Highlighting Continued Growth with Record Q1 Net Revenue of $210 Million and Net Income Operational Efficiencies and Focus on Profitability Drove Net Income of $1.5 Million, Adjusted EBITDA Increased 9% to $10 Million and Net Cash Used in Operations Improved by $34 Million Year-Over-Year Canadian Adult-Use Cannabis Gross

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2025 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2025 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil

PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $14,821,356 Due: On Demand

EXHIBIT 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $14,821,356 Due: On Demand FOR VALUE RECEIVED the undersigned, Aphria Diamond Inc. (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $14,821,356 without interest, ON DEMAND. The Corporation may at

TILRAY BRANDS, INC. , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

Exhibit 4.7 TILRAY BRANDS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF TILRAY BRANDS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between TILRAY BRANDS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws

Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Us

ARS

2025 Annual Report FiscalYear ended May 31, 2025To My Fellow Stockholders, I am honored to have this opportunity to reflect on Tilray Brands’ remarkable progress and achievements with you.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Us

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2025 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2025 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission

Tilray Brands, Inc. Up to 6,209,000 Shares of Common Stock Underlying Warrants

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) Tilray Brands, Inc.   Up to 6,209,000 Shares of Common Stock Underlying Warrants This prospectus supplement supplements our prospectus dated October 7, 2022, and relates to the issuance and sale of up to 6,209,000 shares of our common stock, par value $0.0001 p

Policy for Recovery of Erroneously Awarded Incentive Compensation

EXHIBIT 97.1 TILRAY BRANDS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Effective Date of Policy: September 13, 2023) 1. INTRODUCTION Tilray Brands, Inc., a Delaware corporation (the “Company”), is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as d

Description of Securities of the Registrant

EXHIBIT 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entirely by r

Fifth Amendment to Credit Agreement, dated as of July 25, 2025.

EXHIBIT 10.20 Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). The omitted information is not material and is the type that the registrant treats as private or confidential. The Company agrees to furnish an unredacted copy to the SEC upon its request. [***] indicates that information has been omitted. FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH

TILRAY BRANDS, INC.

EXHIBIT 10.23 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2026 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 16, 2025, in an amount equal to $[] (the “

Subsidiaries of Tilray Brands Inc.

Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation 10 Barrel Brewing Idaho, LLC (US-ID) 10 Barrel Brewing, LLC (US-OR) 1197879 B.C. Ltd. (CA-BC) 14U Pharma GMBH Germany 2618351 Ontario Limited (CA-ON) 2656751 Ontario Limited (CA-ON) 2787643 Ontario Inc. (CA-ON) 48North Amalco Ltd. (CA-ON) 48North Cannabis Corporation Canadian 5048963 Ontario Inc. (CA-ON) 5054220

Insider Trading and Trading Window Policy

EXHIBIT 19 Tilray, Inc. INSIDER TRADING AND TRADING WINDOW POLICY As Amended BY THE BOARD OF DIRECTORS (2021) I. Introduction This policy determines acceptable transactions in the securities of Tilray, Inc. (the “Company”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC.

Tilray Brands Reports Fourth Quarter and Fiscal 2025 Financial Results Fiscal Year Net Revenue of $821 Million, $834 Million in Constant Currency, Strategic Decisions Impacted Revenue by $35 Million Q4 Consolidated Adjusted EBITDA is the 2nd Highest

EXHIBIT 99.1 Tilray Brands Reports Fourth Quarter and Fiscal 2025 Financial Results Fiscal Year Net Revenue of $821 Million, $834 Million in Constant Currency, Strategic Decisions Impacted Revenue by $35 Million Q4 Consolidated Adjusted EBITDA is the 2nd Highest in the Company’s History International Cannabis Revenue Increased 71% in Q4 and 19% for the Fiscal Year; Canadian Cannabis Remained #1 by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Tilray Brands Announces Proposed Reverse Stock Split and Corresponding Special Meeting of Stockholders

EXHIBIT 99.1 Tilray Brands Announces Proposed Reverse Stock Split and Corresponding Special Meeting of Stockholders NEW YORK and LEAMINGTON, ON – April 17, 2025 – Tilray Brands, Inc. (“Tilray” or “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company at the forefront of beverage, cannabis and wellness industries, today announced a special meeting of stockholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of

Tilray Brands Reports Q3 Fiscal 2025 Financial Results Tilray Confirms No Current Impact of Tariffs Generated Net Revenue of $186 Million in the Third Quarter, $193 Million in Constant Currency; Strategic Initiatives and SKU Rationalization Impacted

EXHIBIT 99.1 Tilray Brands Reports Q3 Fiscal 2025 Financial Results Tilray Confirms No Current Impact of Tariffs Generated Net Revenue of $186 Million in the Third Quarter, $193 Million in Constant Currency; Strategic Initiatives and SKU Rationalization Impacted Revenue by $13 Million Tilray Beverage Expands U.S. Distribution of Hemp-Derived THC Drinks Across 10 States, Increases Project 420 Cost

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I

Credit Agreement, dated February 21, 2025, by and among Aphria Diamond Inc., Canadian Imperial Bank of Commerce and the other parties thereto

EXHIBIT 10.1 CREDIT AGREEMENT APHRIA DIAMOND INC. as Borrower - and - APHRIA INC. AND DOUBLE DIAMOND HOLDINGS LTD. as Limited Recourse Guarantors -and- TILRAY BRANDS, INC. as Limited Guarantor -and- EACH OF THE SUBSIDIARIES OF THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO AS GUARANTORS, AND EACH ADDITIONAL SUBSIDIARY OF THE BORROWER PARTY HERETO FROM TIME TO TIME AS A GUARANTOR collectivel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fi

Promissory note in the amount of $23,791,657 payable by Aphria Diamond Inc.

EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $23,791,657 Due: On Demand FOR VALUE RECEIVED the undersigned, Aphria Diamond Inc. (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $23,791,657 without interest, ON DEMAND. The Corporation may at a

Fifth Amended and Restated Certificate of Incorporation of Tilray Brands, Inc., dated as of December 19, 2024.

EXHIBIT 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. December 19, 2024 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Tilr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fi

Tilray Brands Reports Q2 2025 Financial Results Gross Profit Increased by 29% Year-Over-Year, Reaching $61 Million in Q2 with Growth Across All Four Business Segments Achieved 9% Year-Over-Year Growth, Generating Record Q2 Net Revenue of $211 Million

EXHIBIT 99.1 Tilray Brands Reports Q2 2025 Financial Results Gross Profit Increased by 29% Year-Over-Year, Reaching $61 Million in Q2 with Growth Across All Four Business Segments Achieved 9% Year-Over-Year Growth, Generating Record Q2 Net Revenue of $211 Million, 10% in Constant Currency Beverage Revenue Increase by 36%, International Cannabis by 25%, Wellness Segment by 13% Announces Project 420

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2024 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2024 (October 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2024 (October 31, 2024) Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporat

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NABIL SALAMA, individually and on behalf of all others similarly situated, Plaintiff, v. IRWIN D. SIMON, JODI BUTTS, DAVID CLANACHAN, JOHN M. HERHALT, DAVID HOPKINSON, THOMAS LOONEY, RENAH PERSOFSKY, and TILRAY BRANDS, INC., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- - VERIFIED STOCKHOLDER CLASS ACTION COMPLAINT Plaintiff N

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NABIL SALAMA, individually and on behalf of all others similarly situated, Plaintiff, v. IRWIN D. SIMON, JODI BUTTS, DAVID CLANACHAN, JOHN M. HERHALT, DAVID HOPKINSON, THOMAS LOONEY, RENAH PERSOFSKY, and TILRAY BRANDS, INC., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 2024- - VERIFIED STOCKHOLDER CLASS ACTION COMPLAINT Plaintiff N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

Fourth Amendment and Consent to Credit Agreement, dated as of October 30, 2024

EXHIBIT 10.1 FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2024 (“Fourth Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among AMERICAN BEVERAGE CRAFTS GROUP, INC. (formerly known as Four Twenty Corporation), a Delaware corporation (the “Borrower”), the Guarantors

Promissory note in the amount of $8,057,622 payable by 1974568 Ontario Limited.

EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,057,622 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $$8,057,622 without interest, ON DEMAND. The Corporation may

Form of 2023 EBITDA PSU Equity Incentive Award.

EXHIBIT 10.4 FORM OF TILRAY BRANDS, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2023 EBITDA PERFORMANCE AWARD) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restri

Amended and Restated 2024 Form of Executive Retention Agreement

EXHIBIT 10.1 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 August 15, 2024 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2025 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 16, 2024, in an amount equa

Promissory note in the amount of $23,791,657 payable by Aphria Diamond Inc

EXHIBIT 10.2 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $23,791,657 Due: On Demand FOR VALUE RECEIVED the undersigned, Aphria Diamond Inc. (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $23,791,657 without interest, ON DEMAND. The Corporation may at a

Tilray Brands Reports Q1 2025 Financial Results Tilray Achieves 13% Year-Over-Year Growth, Generating Record Q1 Net Revenue of $200 Million Q1 Gross Margin Increases Over 500 Basis Points, Representing 20% Year-Over-Year Growth Tilray Beverages Achie

EXHIBIT 99.1 Tilray Brands Reports Q1 2025 Financial Results Tilray Achieves 13% Year-Over-Year Growth, Generating Record Q1 Net Revenue of $200 Million Q1 Gross Margin Increases Over 500 Basis Points, Representing 20% Year-Over-Year Growth Tilray Beverages Achieves 132% Net Revenue Growth, Tilray Alternative Beverages Launched in October to Fuel Key U.S. Markets with Hemp-Derived Delta-9 THC Prod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

ARS

2024 Annual Report FiscalYear ended May 31, 2024Dear Fellow Tilray Brands Stockholders, In Fiscal Year 2024, Tilray Brands achieved remarkable growth and recorded our best financial year.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Tilray Brands, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

13,217,588 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 13,217,588 Shares   Tilray Brands, Inc.   Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 13,217,588 shares of our common stock, par value $0.0001 per share (“Common Stock”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC.

Subsidiaries of Tilray Brands Inc.

Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation Natura Naturals Inc. British Columbia, Canada Tilray Brands, Inc. Delaware, United States Manitoba Harvest USA LLC Delaware, United States Tilray Canada Ltd. British Columbia, Canada Dorada Ventures Ltd. British Columbia, Canada FHF Holdings Ltd. British Columbia, Canada High Park Farms Ltd. British Columbia, Ca

Description of Securities of the Registrant

EXHIBIT 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entirely by r

Policy for Recovery of Erroneously Awarded Incentive Compensation

EXHIBIT 97.1 TILRAY BRANDS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Effective Date of Policy: September 13, 2023) 1. INTRODUCTION Tilray Brands, Inc., a Delaware corporation (the “Company”), is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as d

Insider Trading and Trading Window Policy

EXHIBIT 19 Tilray, Inc. INSIDER TRADING AND TRADING WINDOW POLICY As Amended BY THE BOARD OF DIRECTORS (2021) I. Introduction This policy determines acceptable transactions in the securities of Tilray, Inc. (the “Company”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is no

2024 Form of Executive Retention Agreement

EXHIBIT 10.32 TILRAY BRANDS, INC. 445 Park Avenue New York, NY 10022 July 29, 2024 PERSONAL AND CONFIDENTIAL [Executive name] Tilray Brands, Inc. 445 Park Ave. New York, NY 10022 RE: Incentive Payment; Retention Terms Dear [Executive name]: Reference is made to that certain FY 2025 retention payment to be made to you by Tilray Brands, Inc. (“Tilray”) on or about August 15, 2024, in an amount equal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Tilray Brands Reports Record Financial Results, Achieves 26% Net Revenue Growth Record Fiscal 2024 Gross Profit Reduced Net Convertible Debt by ~$300 Million in Fiscal 2024 Fiscal 2024 Net Revenue Reaches $789 Million, Led by Cannabis Net Revenue of

EXHIBIT 99.1 Tilray Brands Reports Record Financial Results, Achieves 26% Net Revenue Growth Record Fiscal 2024 Gross Profit Reduced Net Convertible Debt by ~$300 Million in Fiscal 2024 Fiscal 2024 Net Revenue Reaches $789 Million, Led by Cannabis Net Revenue of $273 Million and Beverage-Alcohol Net Revenue of $202 Million Successfully Executing on Diversified Lifestyle Business Strategy; Tilray C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File N

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Tilray Brands, Inc.

Up to $250,000,000

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To Prospectus dated October 7, 2022) Up to $250,000,000   Tilray Brands, Inc. Common Stock This prospectus supplement amends and supplements the prospectus filed October 7, 2022. This prospectus supplement should be read together with the accompanying prospectus, which is to be delivered with this

TILRAY BRANDS ANNOUNCES AT-THE-MARKET PROGRAM TO FUND STRATEGIC AND ACCRETIVE ACQUISITIONS AND ACCELERATE EXPANSION PLAN UPON U.S. CANNABIS RESCHEDULING WHEN EFFECTIVE

Exhibit 99.1 TILRAY BRANDS ANNOUNCES AT-THE-MARKET PROGRAM TO FUND STRATEGIC AND ACCRETIVE ACQUISITIONS AND ACCELERATE EXPANSION PLAN UPON U.S. CANNABIS RESCHEDULING WHEN EFFECTIVE LEAMINGTON, ON – May 17, 2024 — Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (Nasdaq | TSX: TLRY), a leading global lifestyle and consumer packaged goods company inspiring and empowering the worldwide communit

Equity Distribution Agreement, dated as of May 17, 2024, by and among Tilray Brands, Inc. and TD Securities (USA) LLC and Jefferies LLC.

Exhibit 1.1 EQUITY DISTRIBUTION AGREEMENT May 17, 2024 TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Tilray Brands, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through TD Securities (USA) LLC and Je

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Tilray Brands, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission File

6,148,868 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 6,148,868 Shares   Tilray Brands, Inc.   Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 6,148,868 shares of our common stock, par value $0.0001 per share (“Common Stock”), he

Form of 2024 EBITDA Performance Award.

EXHIBIT 10.4 TILRAY BRANDS, INC. Performance Stock Award Grant Notice (2024 EBITDA Performance Award) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray Brands, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Performance Stock Award in the amount set forth below, which represents a contingent right

Tilray Brands, Inc. Reports Q3 Fiscal 2024 Financial Results Achieved Net Revenue of $188 Million, ~ 30% Net Revenue Growth Over the Prior Year Quarter Beverage-Alcohol Net Revenue Increases 165% Over the Prior Year Quarter, 5th Largest Craft Beer Br

EXHIBIT 99.1 Tilray Brands, Inc. Reports Q3 Fiscal 2024 Financial Results Achieved Net Revenue of $188 Million, ~ 30% Net Revenue Growth Over the Prior Year Quarter Beverage-Alcohol Net Revenue Increases 165% Over the Prior Year Quarter, 5th Largest Craft Beer Brewer in the U.S.1 with 4.5% Craft Beer Market Share Global Cannabis Net Revenue Increases 33% with International Cannabis Growth of 44% O

Promissory note in the amount of $26,134,500 payable by 1945689 Ontario Limited.

EXHIBIT 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $26,134,500 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $26,134,500 without interest, ON DEMAND. The Corporation may

Fourth Amended and Restated Wholesale Cannabis Supply Agreement, dated as of January 5, 2024, by and between 1974568 Ontario Limited and Aphria Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 9, 2024).

EXHIBIT 10.1 FOURTH AMENDED AND RESTATED WHOLESALE CANNABIS SUPPLY AGREEMENT This Third Amended and Restated Wholesale Cannabis Supply Agreement is entered into and effective as of September 1, 2023; BETWEEN 1974568 ONTARIO LIMITED of the Municipality of Leamington in the Province of Ontario (“Aphria Diamond”), - and - APHRIA INC. of the Municipality of Leamington in the Province of Ontario (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Third Amendment and Consent to Credit Agreement, dated as of March 29, 2024, by and among American Beverage Crafts Group, Inc. (formerly known as Four Twenty Corporation), Bank of America, N.A. and the Guarantors and Lenders party thereto.

EXHIBIT 10.5 THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2024 (“Third Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among AMERICAN BEVERAGE CRAFTS GROUP, INC. (formerly known as Four Twenty Corporation), a Delaware corporation (the “Borrower”), the Guarantors identified on th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Amended and Restated Credit Agreement, dated as of March 14, 2024, by and among Aphria Diamond Inc., Aphria Inc., the Company, Bank of Montreal and the Guarantors and Lenders party thereto.

EXHIBIT 10.6 AMENDED AND RESTATED CREDIT AGREEMENT 1974568 ONTARIO LIMITED O/A APHRIA DIAMOND (prior to the Amalgamation) and APHRIA DIAMOND INC. (upon the effectiveness of the Amalgamation) as Borrower - and - APHRIA INC. as a Limited Recourse Guarantor -and- TILRAY BRANDS, INC. as Limited Guarantor -and- EACH OF THE SUBSIDIARIES OF THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO AS GUARANT

Waiver to Credit Agreement, dated as of January 5, 2024, by and between Four Twenty Corporation, Bank of America, N.A., and the Guarantors and Lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 9, 2024).

EXHIBIT 10.2 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT dated as of January 5, 2024 (this “Waiver”) is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2024 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission F

1,241,372 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,241,372 Shares   Tilray Brands, Inc.   Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,241,372 shares of our common stock, par value $0.0001 per share (“Common Stock”), he

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fil

12,386,019 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 12,386,019 Shares   Tilray Brands, Inc.   Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 12,386,019 shares of our common stock, par value $0.0001 per share (“Common Stock”),

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil

Fourth Amended and Restated Certificate of Incorporation of Tilray Brands, Inc., dated as of November 30, 2023.

EXHIBIT 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. November 30, 2023 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Til

Tilray Brands Delivers Record Q2 Fiscal 2024 Net Revenue Record Q2 Net Revenue of $194 Million, Increases 34% Over the Prior Year Period Global Cannabis Leader with #1 Market Share in Canada and 31% Growth in Canadian Cannabis Net Revenue, Medical Ca

EXHIBIT 99.1 Tilray Brands Delivers Record Q2 Fiscal 2024 Net Revenue Record Q2 Net Revenue of $194 Million, Increases 34% Over the Prior Year Period Global Cannabis Leader with #1 Market Share in Canada and 31% Growth in Canadian Cannabis Net Revenue, Medical Cannabis Leader in Europe with 55% Growth in International Cannabis Net Revenue 5th Largest Craft Beer Brewer in the U.S.1, Positioned to B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Waiver to Credit Agreement, dated as of January 5, 2024, by and among Four Twenty Corporation, Bank of America, N.A., and the Guarantors and Lenders party thereto.

EXHIBIT 10.2 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT dated as of January 5, 2024 (this “Waiver”) is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “A

Fourth Amended and Restated Wholesale Cannabis Supply Agreement, dated as of January 5, 2024, by and between 1974568 Ontario Limited and Aphria Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 9, 2024).

EXHIBIT 10.1 FOURTH AMENDED AND RESTATED WHOLESALE CANNABIS SUPPLY AGREEMENT This Third Amended and Restated Wholesale Cannabis Supply Agreement is entered into and effective as of September 1, 2023; BETWEEN 1974568 ONTARIO LIMITED of the Municipality of Leamington in the Province of Ontario (“Aphria Diamond”), - and - APHRIA INC. of the Municipality of Leamington in the Province of Ontario (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

201,995 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 201,995 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 201,995 shares of our common stock, par value $0.0001 per share (“Common Stock”), held by th

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

1,371,157 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 1,371,157 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 1,371,157 shares of our common stock, par value $0.0001 per share (“Common Stock”), held b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of 2023 EBITDA PSU Equity Incentive Award.

EXHIBIT 10.4 FORM OF TILRAY BRANDS, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2023 EBITDA PERFORMANCE AWARD) (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) Tilray, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restri

Tilray Brands Reports Q1 2024 Financial Results Record Q1 Net Revenue of $177 Million, Representing 15% Growth Year over Year Increased #1 Cannabis Market Share Position in Canada to 13.4% Grew Canadian Cannabis Revenue by 16.5% and International Can

EXHIBIT 99.1 Tilray Brands Reports Q1 2024 Financial Results Record Q1 Net Revenue of $177 Million, Representing 15% Growth Year over Year Increased #1 Cannabis Market Share Position in Canada to 13.4% Grew Canadian Cannabis Revenue by 16.5% and International Cannabis Revenue by 37% With Closing of Acquisition of Eight Craft Beer and Beverage Brands, Creating 5th Largest U.S. Craft Beer Brewer wit

Promissory note in the amount of $8,057,622 payable by 1974568 Ontario Limited.

EXHIBIT 10.1 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,057,622 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $$8,057,622 without interest, ON DEMAND. The Corporation may

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of

First Amendment to the Purchase Agreement, dated as of September 29, 2023, by and among Tilray, Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. and Tilray Beverages, LLC

EXHIBIT 10.1 FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENT This First Amendment to Securities and Asset Purchase Agreement (this “Amendment”) is made and entered into as of September 29, 2023, by and among TILRAY BEVERAGES, LLC, a Delaware limited liability company (the “Buyer”), Tilray Brands, Inc., a Delaware corporation (“Parent”), AMERICAN BEVERAGE CRAFTS, LLC, a Delaware limited

TILRAY BRANDS CLOSES TRANSACTION ACQUIRING EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH; SOLIDIFIES LEADERSHIP POSITION IN U.S. CRAFT BEER MARKET Tilray Now Holds 5%[1] of U.S. Craft Beer Market Share and Becomes 5th[2] Largest Craft Brewer in th

EXHIBIT 99.1 TILRAY BRANDS CLOSES TRANSACTION ACQUIRING EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH; SOLIDIFIES LEADERSHIP POSITION IN U.S. CRAFT BEER MARKET Tilray Now Holds 5%[1] of U.S. Craft Beer Market Share and Becomes 5th[2] Largest Craft Brewer in the Country, #1 Craft Brewer in the Pacific Northwest, #4 in the Southeast, and 5th in the Northeast Tilray Successfully Executes Diversifi

Second Amendment and Consent to Credit Agreement, dated as of September 29, 2023 by and among Four Twenty Corporation, Bank of America, N.A. and the Guarantors and Lenders party thereto.

EXHIBIT 10.2 SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 29, 2023 (“Second Amendment Effectiveness Date”), to the Credit Agreement referenced below is by and among FOUR TWENTY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified o

Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Use

FORM ARS

2023 Annual Report FiscalYear ended May 31, 2023UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement   ☐ Confidential, for U

As filed with the Securities and Exchange Commission on September 22 2023

As filed with the Securities and Exchange Commission on September 22 2023 Registration Statement No.

Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement   ☐ Confidential, for Us

Amended Credit Agreement, effective August 31, 2023, by and among Four Twenty Corporation, certain subsidiaries and affiliates of Four Twenty Corporation, Bank of America, N.A., City National Bank, the lenders party thereto and BofA Securities, Inc.

Exhibit 10.1 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Published CUSIP Number: 35104QAA1 Revolving Facility CUSIP: 35104QAB9 Term Facility CUSIP: 35104QAC7 Delayed Draw Term Loan Facility CUSIP: 35104QAD5 CREDIT AGREEM

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission Fil

TILRAY BRANDS ANNOUNCES AGREEMENT TO ACQUIRE EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH, FUELING TILRAY’S FUTURE IN THE U.S. CRAFT BEER INDUSTRY Acquisition is Expected to Position Tilray as the 5th[1] Largest Craft Beer Brewer in the U.S. with

EXHIBIT 99.1 TILRAY BRANDS ANNOUNCES AGREEMENT TO ACQUIRE EIGHT BEER & BEVERAGE BRANDS FROM ANHEUSER-BUSCH, FUELING TILRAY’S FUTURE IN THE U.S. CRAFT BEER INDUSTRY Acquisition is Expected to Position Tilray as the 5th[1] Largest Craft Beer Brewer in the U.S. with 5%[2] Craft Beer Market Share Pro Forma Revenue for Tilray’s Fast-Growing and Profitable U.S. Beverage Alcohol Portfolio Combined with A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of

Purchase Agreement, dated August 7, 2023, by and among Tilray, Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. and Tilray Beverages, LLC

EXHIBIT 10.1 SECURITIES AND ASSET PURCHASE AGREEMENT by and among ANHEUSER-BUSCH COMPANIES, LLC, CRAFT USA HOLDINGS, LLC, CRAFT BREW ALLIANCE, INC., ANHEUSER-BUSCH, LLC, TILRAY BEVERAGES, LLC, TILRAY BRANDS, INC. and ANHEUSER-BUSCH, LLC, IN ITS CAPACITY AS THE SELLERS’ REPRESENTATIVE Dated as of August 7, 2023 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE................................. 2 Se

APPENDIX “A” UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF TILRAY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 APPENDIX “A” UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF TILRAY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 10, 2023, amended June 1, 2023, Tilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”), entered into an Arrangement Agreement, under which Tilray acquired, by way of court-approved plan of arrangement (the “Arrangement”), all the issu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation)

Subsidiaries of Tilray Brands Inc.

Exhibit 21.1 SUBSIDIARIES OF TILRAY BRANDS, INC. Name of entity Place of incorporation Natura Naturals Inc. British Columbia, Canada Tilray, Inc. Delaware, United States Manitoba Harvest USA LLC Delaware, United States Tilray Canada Ltd. British Columbia, Canada Dorada Ventures Ltd. British Columbia, Canada FHF Holdings Ltd. British Columbia, Canada High Park Farms Ltd. British Columbia, Canada Ti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Tilray Brands Reports Record Q4 Financial Results Record Q4 Net Revenue of $184 Million, Representing 20% Growth Year over Year, $627 Million of Net Revenue for FY2023; On a Constant Currency Basis, FY2023 Net Revenue Grew 6% to $668 Million $8 Milli

EXHIBIT 99.1 Tilray Brands Reports Record Q4 Financial Results Record Q4 Net Revenue of $184 Million, Representing 20% Growth Year over Year, $627 Million of Net Revenue for FY2023; On a Constant Currency Basis, FY2023 Net Revenue Grew 6% to $668 Million $8 Million of Net Cash from Operating Activities Generated for FY2023, Achieved Nearly $200 Million Improvement in Adjusted Free Cash Flow Compar

Description of Securities of the Registrant

Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT OF 1934 Tilray, Brands Inc. (“Tilray,” “we,” “us,” “our”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended: our Class 2 common stock. The following summary of the terms of the capital stock of Tilray is not meant to be complete and is qualified entir

5,004,735 Shares Tilray Brands, Inc. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 5,004,735 Shares Tilray Brands, Inc. Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 5,004,735 shares of our common stock, par value $0.0001 per share (“Common Stock”), held b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I

Acknowledgment, dated June 27, 2023, by and between 1974568 Ontario Limited and Bank of Montreal

ACKNOWLEDGMENT TO: 1974568 ONTARIO LIMITED (the “Borrower”) RE: Amended and Restated credit agreement made between, inter alios, the Borrower, the Lenders party thereto from time to time, and Bank of Montreal, as Agent, dated as of November 28, 2022, as further amended, restated supplemented or otherwise modified up to the date hereof (“Credit Agreement”) DATED: June 27th, 2023 RECITALS: A.

Credit Agreement, dated June 30, 2023, by and among Four Twenty Corporation, Bank of America, N.A. and the other parties thereto

CREDIT AGREEMENT dated as of June 30, 2023 among FOUR TWENTY CORPORATION, as the Borrower, and CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission File

THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.

Exhibit 4.14 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario‎ (hereinafter called the “Warrant Age

HEXO Omnibus Long-Term Incentive Plan

Exhibit 99.1 HEXO CORP. OMNIBUS LONG-TERM INCENTIVE PLAN Amended and Restated on March 12, 2021 TABLE OF CONTENTS ARTICLE 1 — DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 — PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 5 Section 2.1 Purpose of the Plan 5 Section 2.2 Implementation and Administration of the Plan 6 Section 2.3 Eligible Participants 6 Section 2.4 Shares Subject to t

TILRAY BRANDS COMPLETES ACCRETIVE ACQUISITION OF HEXO CORP. LEADING THE NEXT EVOLUTION OF CANADIAN CANNABIS Creates Canada’s Largest Cannabis Company by Revenue and Increases Tilray’s #1 Leading Cannabis Share by 44% with ~13% Pro Forma Market Share

Exhibit 99.1 TILRAY BRANDS COMPLETES ACCRETIVE ACQUISITION OF HEXO CORP. LEADING THE NEXT EVOLUTION OF CANADIAN CANNABIS Creates Canada’s Largest Cannabis Company by Revenue and Increases Tilray’s #1 Leading Cannabis Share by 44% with ~13% Pro Forma Market Share Accelerates Realization of Operating and Cost Synergies in Excess of US$27 Million Solidifies Tilray’s Position as the Leader in Cannabis

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tilray Brands, Inc.

TILRAY BRANDS, INC.‎ and HEXO CORP. and COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of September 23, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE

Exhibit 4.8 TILRAY BRANDS, INC.‎ and HEXO CORP. and COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of September 23, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE THIS THIRD SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: HEXO CORP., a corporation existing under the laws of the Province o

Zenabis Omnibus Incentive Plan

Exhibit 99.3 OMNIBUS INCENTIVE PLAN ZENABIS GLOBAL INC. OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 5 ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 6 Section 2.1 Purpose of the Plan 6 Section 2.2 Implementation and Administration of the Plan 6 Section 2.3 Participation in this Plan 7 Section 2.4 Sha

THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.

Exhibit 4.18 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario‎ (hereinafter called the “Warrant Age

TILRAY BRANDS, INC. HEXO CORP. COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of June 25, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE

Exhibit 4.4 TILRAY BRANDS, INC. and HEXO CORP. and COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of June 25, 2020 June 22, 2023 THIRD SUPPLEMENTAL WARRANT INDENTURE THIS THIRD SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: HEXO CORP., a corporation existing under the laws of the Province of Onta

48NORTH CANNABIS CORP. HEXO CORP. TILRAY BRANDS, INC. COMPUTERSHARE TRUST COMPANY OF CANADA SECOND SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of April 2, 2019 SECOND SUPPLEMENTAL WARRANT INDENTURE

Exhibit 4.1 48NORTH CANNABIS CORP. and HEXO CORP. and TILRAY BRANDS, INC. and COMPUTERSHARE TRUST COMPANY OF CANADA SECOND SUPPLEMENTAL WARRANT INDENTURE Supplementing the Warrant Indenture Dated as of April 2, 2019 SECOND SUPPLEMENTAL WARRANT INDENTURE THIS SECOND SUPPLEMENTAL WARRANT INDENTURE made as of the 22nd day of June, 2023. AMONG: 48NORTH CANNABIS CORP., a company existing under the laws

Hydropothecary Corporation Stock Option Plan

Exhibit 99.2 THE HYDROPOTHECARY COPRORATION 2014 STOCK OPTION PLAN This Plan (as defined below) has been adopted by the directors of the Corporation (as defined below) in connection with its initial public offering and listing of its common shares on the Exchange (as defined below) pursuant to the Capital Pool Company (“CPC”) program of the Exchange as governed by their Policy 2.4 (“Policy 2.4”).

As filed with the Securities and Exchange Commission on June 22, 2023

As filed with the Securities and Exchange Commission on June 22, 2023 Registration Statement No.

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Tilray Brands, Inc.

THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.

Exhibit 4.16 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario‎ (hereinafter called the “Warrant Age

THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023.

Exhibit 4.12 THIS SUPPLEMENTAL WARRANT INDENTURE is made as of June 22, 2023. AMONG: HEXO CORP., a corporation incorporated under the laws of Ontario (hereinafter called “HEXO”), AND TILRAY BRANDS, INC., a corporation incorporated under the laws of Delaware (hereinafter called “Tilray”), AND TSX TRUST COMPANY, a trust company existing under the laws of Ontario‎ (hereinafter called the “Warrant Age

Tilray Brands, Inc. Up to 1,471,295 Shares of Common Stock Underlying Warrants

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) Tilray Brands, Inc.   Up to 1,471,295 Shares of Common Stock Underlying Warrants This prospectus supplement supplements our prospectus dated October 7, 2022, and relates to the issuance and sale of up to 1,471,295 shares of our common stock, par value $0.0001 p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of In

Arrangement Agreement Amendment, dated as of June 1, 2023, by and between Tilray and HEXO.

EXHIBIT 10.2 ARRANGEMENT AGREEMENT AMENDMENT THIS AMENDMENT (this “Amendment”) is made as of June 1, 2023. BETWEEN: TILRAY BRANDS, INC., a corporation existing under the laws of the State of Delaware (the “Purchaser”) AND: HEXO CORP., a corporation existing under the laws of the Province of Ontario (the “Company”, and together with the Purchaser, the “Parties”). WHEREAS: A. On April 10, 2023, the

Waiver and Amendment Agreement, dated as of June 1, 2023, by and between Tilray and HEXO.

EXHIBIT 10.1 June 1, 2023 To: HEXO Corp. Ladies and Gentlemen: RE: Amendment to the Letter Agreement Dated April 10, 2023 providing for the waiver and amendment of certain covenants under the Amended and Restated Senior Secured Convertible Note ‎due 2026 (the “Waiver and Amendment Agreement”) Reference is made to (i) the Waiver and Amendment Agreement, (ii) that certain Amended and Restated Senior

TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version TILRAY BRANDS, INC. $150,000,000 5.20% Convertible Senior Notes due 2027 UNDERWRITING AGREEMENT May 25, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 Ladies and Gentlemen: 1. INTRODUCTORY. Tilray Brands, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms

SHARE LENDING AGREEMENT Dated as of May 25, 2023 Tilray Brands, Inc. (“Lender”) Jefferies Capital Services, LLC (“Borrower”)

Exhibit 10.1 Execution Version SHARE LENDING AGREEMENT Dated as of May 25, 2023 Between Tilray Brands, Inc. (“Lender”) and Jefferies Capital Services, LLC (“Borrower”) This Agreement sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock. The parties hereto agree as follows: Section 1. Certain Definitions. The following capitalize

TILRAY BRANDS, INC. Issuer Computershare Trust Company, N.A., Trustee Dated as of May 31, 2023 Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.1 Execution Version TILRAY BRANDS, INC. Issuer and Computershare Trust Company, N.A., Trustee INDENTURE Dated as of May 31, 2023 Senior Debt Securities TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02

TILRAY BRANDS, INC. and Computershare Trust Company, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2023 5.20% Convertible Senior Notes due 2027 TABLE OF CONTENTS

Exhibit 4.2 Execution Version TILRAY BRANDS, INC. and Computershare Trust Company, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2023 5.20% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1 DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 7 Section 1.03. Rules of Construction 7 Section 1.04. Scope of Supplemental I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File N

Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter)

EXHIBIT 107 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-267788 Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt 5.20% Senior Convertible Notes due 2027 Rule 457(r) $172,500,000 $172,500,000 $0.0001102 $19,0

5.20% Convertible Senior Notes due 2027

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To prospectus dated October 7, 2022) $150,000,000   5.20% Convertible Senior Notes due 2027 We are offering $150,000,000 aggregate principal amount of our 5.20% convertible senior notes due 2027 (the “notes”). In addition, we have granted the underwriters an option, exercisable for a period of 30

CALCULATION OF REGISTRATION FEE Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter)

EXHIBIT 107 Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-267788 CALCULATION OF REGISTRATION FEE Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.00

Tilray Brands, Inc. Offering of $150,000,000 Aggregate Principal Amount of 5.20% Convertible Senior Notes due 2027

Filed pursuant to Rule 433 Registration File No. 333-267788 Relating to the Preliminary Prospectus Supplement dated May 25, 2023 (To Prospectus dated October 7, 2022) PRICING TERM SHEET May 25, 2023 Tilray Brands, Inc. Offering of $150,000,000 Aggregate Principal Amount of 5.20% Convertible Senior Notes due 2027 The information in this pricing term sheet supplements Tilray Brands, Inc.’s prelimina

38,500,000 shares of Common Stock

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (To prospectus dated October 7, 2022)   38,500,000 shares of Common Stock Up to 38,500,000 shares of our common stock are being offered by the selling stockholders named herein. The selling stockholders will borrow such shares through a lending arrangement from an affiliate of one of the underwrite

Issuer Free Writing Prospectus dated May 26, 2023

Issuer Free Writing Prospectus dated May 26, 2023 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated May 25, 2023 Registration Statement No.

Issuer Free Writing Prospectus dated May 25, 2023

Issuer Free Writing Prospectus dated May 25, 2023 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated May 25, 2023 Registration Statement No.

SUBJECT TO COMPLETION, DATED MAY 25, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fi

CORRECTION--Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #

EXHIBIT 99.1 CORRECTION-Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Sub

Third Amended and Restated Certificate of Incorporation, dated as of March 16, 2023.

EAST\201610137.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TILRAY BRANDS, INC. March 20, 2023 The undersigned, for the purposes of amending and restating the certificate of incorporation of Tilray Brands, Inc. (the “Corporation”), does hereby certify that: ONE: The present name of the Corporation is Tilray Brands, Inc. The Corporation was originally incorporated under the name “Ti

Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis M

EXHIBIT 99.1 Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Substantially

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

Promissory note in the amount of $9,264,249.68 payable by 1974568 Ontario Limited.

PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $9,264,249.68 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $9,264,249.68 without interest, ON DEMAND. The Corporation may at any t

Promissory note in the amount of $6,648,304 payable by 1974568 Ontario Limited.

PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $6,648,304 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of ‎Double Diamond Holdings Ltd.

Letter Agreement, dated as of April 10, 2023, by and between Tilray and HEXO

EXHIBIT 10.2 April 10, 2023 To: HEXO Corp. Ladies and Gentlemen: RE: Temporary Waiver and Amendment of Certain Covenants under the Amended and Restated Senior Secured Convertible Note ‎due 2026 Reference is made to (i) that certain Amended and Restated Senior Secured Convertible Note due 2026 (the “HEXO Note”), dated as of July 12, 2022, issued by HEXO Corp. (“HEXO”) and held by Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of

Arrangement Agreement, dated as of April 10, 2023, by and between Tilray and HEXO.

EXHIBIT 10.1 ARRANGEMENT AGREEMENT BETWEEN TILRAY BRANDS, INC. AND HEXO CORP. APRIL 10, 2023 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1........... Defined Terms Section 1.2........... Certain Rules of Interpretation ARTICLE 2 THE ARRANGEMENT Section 2.1........... Arrangement Section 2.2........... Interim Order Section 2.3........... The Meeting Section 2.4........... The Company Circ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis M

EXHIBIT 99.1 Tilray Brands Reports Third Quarter Fiscal Year 2023 Financial Results and Announces Accretive Acquisition of 100% of HEXO Corp. Delivered $145.6 Million in Net Revenue and 16th Consecutive Quarter of Positive Adjusted EBITDA Maintained #1 Cannabis Market Share Position in Canada, the Largest Federally Legal Cannabis Market in the World; With HEXO Transaction, Poised to Substantially

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Tilray Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Tilray Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

2,208,739 Shares Tilray Brands, Inc. Class 2 Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-267788 PROSPECTUS SUPPLEMENT (to Prospectus dated October 7, 2022) 2,208,739 Shares Tilray Brands, Inc. Class 2 Common Stock This prospectus supplement supplements our prospectus dated October 7, 2022, and registers the resale of an aggregate of 2,208,739 shares of our Class 2 common stock, par value $0.0001 per share (“Common

Certificate of Designation of Series A Preferred Stock, dated February 21, 2023.

Exhibit 3.1 Tilray Brands, Inc. Certificate of Designation of Series A Preferred Stock PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tilray Brands, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Calculation of Filing Fee Tables (Form Type) Tilray Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Tilray Brands, Inc.

Voting Agreement

Exhibit 10.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”) dated as of February 21, 2023, is entered into by and between Double Diamond Holdings Ltd., an Ontario corporation (“Stockholder”), and Tilray Brands, Inc., a Delaware corporation (the “Company”). The Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capit

Tilray Brands, Inc. Certificate of Designation Series A Preferred Stock PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

EX-3.1 2 ny20007663x3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Tilray Brands, Inc. Certificate of Designation of Series A Preferred Stock PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tilray Brands, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of

Voting Agreement, dated as of February 21, 2023, by and between the Company and Double Diamond Holdings Ltd.

Exhibit 10.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”) dated as of February 21, 2023, is entered into by and between Double Diamond Holdings Ltd., an Ontario corporation (“Stockholder”), and Tilray Brands, Inc., a Delaware corporation (the “Company”). The Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2023 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 Tilray Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer

TLRY / Tilray Inc / Hudson Bay Capital Management LP - TLRY 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tilray Brands, Inc. (Name of Issuer) Class 2 Common Stock, par value $0.0001 per share (Title of Class of Securities) 88688T100 (CUSIP Number) December 31, 2022** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

TLRY / Tilray Inc / Hudson Bay Capital Management LP - TLRY 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tilray Brands, Inc. (Name of Issuer) Class 2 Common Stock, par value $0.0001 per share (Title of Class of Securities) 88688T100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 Tilray Brands, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction (Commission File (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC.

Promissory note in the amount of $8,464,139.70 payable by 1974568 Ontario Limited.

EX-10.3 4 ex442063.htm EXHIBIT 10.3 EXHIBIT 10.3 PROMISSORY NOTE NON INTEREST-BEARING DEMAND Amount: USD $8,464,139.70 Due: On Demand FOR VALUE RECEIVED the undersigned, 1974568 Ontario Limited (the “Corporation”), acknowledges itself indebted to and unconditionally promises to pay to the order of Double Diamond Holdings Ltd. (the “Shareholder”), the principal amount of USD $8,464,139.70 without i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Tilray Brands, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Tilray Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38594 82-4310622 (State or Other Jurisdiction of Incorporation) (Commission Fil

Tilray Brands Reports Second Quarter Fiscal Year 2023 Financial Results Achieved $29.2 Million of Operating Cash Flow and $25.4 Million of Free Cash Flow 15th Consecutive Quarter of Positive Adjusted EBITDA Maintains Leading Market Share Position in

EXHIBIT 99.1 Tilray Brands Reports Second Quarter Fiscal Year 2023 Financial Results Achieved $29.2 Million of Operating Cash Flow and $25.4 Million of Free Cash Flow 15th Consecutive Quarter of Positive Adjusted EBITDA Maintains Leading Market Share Position in Recreational Cannabis in Canada and Medical Cannabis Across Europe Net Revenue of $144.1 Million, On a Constant Currency Basis $157.6 mil