SecProbe.io

October 25, 2019
Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1100 Maughan Road
Nanaimo, BC V9X IJ2
Re:Tilray, Inc.
Registration Statement on Form S-4
Filed October 11, 2019
File No. 333-234160
Dear Mr. Kennedy:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-4 filed October 11, 2019
Description of Tilray's Capital Stock
Choice of Forum, page 170
1.We note your disclosure that Tilray's amended and restated certificate of incorporation
provides that the Court of Chancery of the State of Delaware will be the exclusive forum
for certain litigation, including any "derivative action." Please disclose whether your
forum selection provision applies to actions arising under the Exchange Act. In that
regard, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder. If this provision does not apply to actions arising under the
Exchange Act, please tell us how you will inform investors in future filings that the
provision does not apply to Exchange Act claims. Please also revise the related risk factor

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 October 25, 2019 Page 2
 FirstName LastName
Brendan Kennedy
Tilray, Inc.
October 25, 2019
Page 2
on page 56 accordingly. You also state that Tilray's amended and restated certificate of
incorporation provides that the federal district courts will be the exclusive forum for
resolving any complaint asserting a cause of action arising under the Securities Act. We
note Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  Please revise your disclosure to state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder and expand the related risk factor on page 56 to state that there is
uncertainty as to whether a court would enforce such provision.
            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.
            Please contact Folake Ayoola at 202-551-3673 or Christine Westbrook at 202-551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan D. Hambelton, Esq.