SecProbe.io

July 2, 2018
Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1920 Eastlake Avenue E.
Seattle, WA 98102
Re:Tilray, Inc.
Registration Statement on Form S-1
Filed June 20, 2018
File No. 333-225741
Dear Mr. Kennedy:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed on June 20, 2018
Business
Adult-Use Brands, page 89
1.We note your response to comment 2 and the accompanying qualifying language.
 However, we do not agree that the product depictions comply with recently reported
restrictions related to branding and packaging, including required health warnings, font
size, plain packaging using a uniform color, and restrictions on branding that appeals to
young people or suggests glamour or excitement.  We also note that you have included
pictures of edible products that have not been approved for sale.  Additionally, the
purpose of the registration statement is not to serve as marketing materials for your

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 July 2, 2018 Page 2
 FirstName LastName
Brendan Kennedy
Tilray, Inc.
July 2, 2018
Page 2
products.  Therefore, the prominence of these graphics are not appropriate because they
neither provide nor enhance relevant and meaningful disclosure that investors can use to
make an informed investment decision.

Preliminary Base Prep Prospectus - Appendix 1 Financial Statements
Consolidated and Combined Financial Statements of Tilray Canada Ltd. and Dorada Ventures
Ltd.
Independent Auditors' Report, page A-35
2.Please provide  a consent in your next amendment related to the independent auditors'
report of Frank, Rimerman + Co. LLP.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Christine Westbrook at 202-551-5019 or Suzanne Hayes at 202-551-
3675 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Alan Hambelton, Esq.