SEC Comment Letter for Tilray Brands, (TLRY) — Mar 5, 2026
Tilray Brands, Inc.
Date: March 5, 2026 · CIK: 0001731348 · Accession: 0000000000-26-002256
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38594
Letter
Re: Tilray Brands, Inc. Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 File No. 001-38594 Dear Carl A. Merton:
March 5, 2026
Carl A. Merton Chief Financial Officer Tilray Brands, Inc. 265 Talbot Street West Leamington, ON N8H 5L4 Canada
We have reviewed your February 27, 2026 response to our comment letter and have the following comment.
Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 18, 2026 letter.
Form 10-Q for the quarterly period ended August 31, 2025 Management s Discussion and Analysis of Financial Condition and Results of Operations, page Results of Operations, page 28
1. We have read your response to comment one. Please further revise your future filings as applicable to highlight that the change in fair value of contingent consideration of $15.0 million recognized during the three months ended August 31, 2025, resulted in net income for the period then ended, when we note you historically report a net loss. March 5, 2026 Page 2
Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 5, 2026 Carl A. Merton Chief Financial Officer Tilray Brands, Inc. 265 Talbot Street West Leamington, ON N8H 5L4 Canada Re: Tilray Brands, Inc. Form 10-K for the fiscal year ended May 31, 2025 Form 10-Q for the quarterly period ended August 31, 2025 File No. 001-38594 Dear Carl A. Merton: We have reviewed your February 27, 2026 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 18, 2026 letter. Form 10-Q for the quarterly period ended August 31, 2025 Management s Discussion and Analysis of Financial Condition and Results of Operations, page 25 Results of Operations, page 28 1. We have read your response to comment one. Please further revise your future filings as applicable to highlight that the change in fair value of contingent consideration of $15.0 million recognized during the three months ended August 31, 2025, resulted in net income for the period then ended, when we note you historically report a net loss. March 5, 2026 Page 2 Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>