SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 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
 File No. 001-38594
Dear Carl A. Merton:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 tlry20260313_corresp.htm

 March 13, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Jenn Do and Daniel Gordon

 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 Ms. Do and Mr. Gordon,

 On behalf of Tilray Brands, Inc. (“Tilray”, “we”, or the “Company”), we respectfully submit the below in response to the comment received from the Division of Corporate Finance of the Securities and Exchange Commission (the “Staff”) in connection with your review of Tilray’s Form 10-K for the fiscal year ended May 31, 2025 (the “Form 10-K”) and Form 10-Q for the fiscal quarter ended August 31, 2025 (the “Comment”). For the Staff’s convenience, we have recited the Comment in this response 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.

 We appreciate the Staff’s comment and respectfully submit that we will revise our future filings pursuant to your comment above.

 Please do not hesitate to contact me at carl.merton@tilray.com if you have any questions or would like any additional information regarding this matter.

 Sincerely,

 By: /s/ Carl A. Merton

 Carl A. Merton

 Chief Financial Officer

 Tilray Brands, Inc.

 Cc: Mitchell Gendel – Global General Counsel

<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>

CORRESP
 1
 filename1.htm

 tlry20260227_corresp.htm

 February 27, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance, Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Jenn Do or Daniel Gordon

 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 Ms. Do and Mr. Gordon,

 On behalf of Tilray Brands, Inc. (“Tilray”, “we”, or the “Company”), we respectfully submit the below in response to the comments received from the Division of Corporate Finance of the Securities and Exchange Commission (the “Staff”) in connection with your review of Tilray’s Form 10-K for the fiscal year ended May 31, 2025 (the “Form 10-K”) and Form 10-Q for the fiscal quarter ended August 31, 2025 (the “Comments”). The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response 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.

 You state on page 39 that "During the three months ended August 31, 2025, the Company recognized $15.0 million of change in the fair value of contingent consideration as the likelihood of achievement decreased to 0% of such contingent consideration related to the Montauk Brewing acquisition." However, we note from page 110 of your May 31, 2025 Form 10-K that the probability of achieving such contingent consideration was "100%" as of that date. Please explain to us in detail and revise your future filings as necessary to describe the events that transpired during the three months ended August 31, 2025 that resulted in your determination that the $15.0 million payout was no longer likely to occur at all. In this regard, we note you mention only "Montauk's current operating results" from page 20 of your November 30, 2025 Form 10-Q.

 The Company respectfully acknowledges the Staff’s comment and provides the following additional information.

 On November 7, 2022 (the “Closing Date”), Tilray acquired 100% of the outstanding equity interests of Montauk Brewing Company, Inc. (“Montauk”). In consideration for our purchase, the aggregate purchase price included a contingent consideration arrangement, which was dependent upon the achievement of future financial performance targets and had a maximum payout of $18.0 million (the “Earn-Out”). The terms of the Earn-Out provided the following:

 1.

 Sales Volume or EBITDA Criterion – If, during any trailing twelve‑month period ending on or before December 31, 2025 (the “Earn-Out Period”), Montauk achieved either (i) adjusted EBITDA of at least $5.3 million (the “EBITDA Target”) or (ii) beer sales volume of at least 800,000 case equivalents (the “Sales Volume Target”), Tilray would pay $15.0 million of the Earn-Out. If neither target was achieved during the Earn‑Out Period, but beer sales volume for the twelve months ended December 31, 2025, reached at least 780,000 case equivalents, the Earn‑Out Period would be extended by three months through March 31, 2026.

 2.

 Additional Criterion – If both the EBITDA Target and the Sales Volume Target were simultaneously achieved during the Earn‑Out Period, Tilray would pay $18.0 million of the Earn-Out.

 The Company disclosed the foregoing terms and conditions regarding the Montauk acquisition in its Quarterly Report on Form 10-Q for the period ended November 30, 2022. Subsequently, in accordance with ASC 805 (Business Combinations) and ASC 820 (Fair Value Measurement), on a quarterly basis, we subsequently measured the fair value of the contingent consideration liability for each reporting period and recognized the changes in fair value through the statement of profit and loss. Specifically, as disclosed on page 110 of the Company’s Form 10‑K for the year ended May 31, 2025, the Company estimated the fair value of the contingent consideration by applying a probability of achievement of 100% to the $15.0 million Sales Volume Target and 0% to the additional criterion, as the EBITDA Target was not expected to be achieved.

 As of May 31, 2025, Montauk’s trailing twelve‑month beer sales volume was equal to approximately 738,737 case equivalents, representing approximately 92% of the 800,000‑case Sales Volume Target. The craft beer industry is highly seasonal, with the highest level of consumption occurring in the summer months, and as a result, the highest volume of orders begin in the month of May. In particular, Montauk orders in May 2025 were 10% higher than the previous year, which was used in developing our forecasts and for assessing the likelihood of the 780,000 case equivalent extension criteria and the Sales Volume Target being achieved. Based on these facts, the Company concluded that achievement of the Sales Volume Target was highly probable and therefore applied a 100% probability of achievement. This assessment reflected management’s judgment at that time that Montauk’s sales trajectory, seasonality, and remaining Earn‑Out Period provided sufficient margin to achieve the Sales Volume Target.

 During the three months ended August 31, 2025, Montauk experienced a significant decline in trailing twelve‑month beer sales volume. Specifically, sales volume decreased to 671,501 case equivalents, or approximately 84% of the Sales Volume Target. This decline was primarily driven by two factors: (i) underperformance of orders during the peak summer selling months (post-May) and (ii) the unexpected loss of two large national big‑box retailer programs.

 In the three-month period from June to August 2025, total Montauk orders declined by approximately 67,000 case equivalents compared to the same period in the prior year, reflecting lower‑than‑anticipated consumer demand at retail in the peak summer month periods. This was contrary to management’s May 2025 forecast, which included an assumption that the May 2025 orders, which were 10% higher than the previous year, would continue and translate into larger repeat order levels.

 In addition, in fiscal years 2023 and 2024, Montauk participated in recurring summer and winter beer programs with a big‑box retailer that generated sales of approximately 14,000 case equivalents. Management expected these big-box retailer sales to continue in fiscal year 2025 (May 2025) and in Fiscal 2026 (November 2025) inside the Earn-Out Period. However, as of August 31, 2025, the programs were not renewed and negatively impacted our forecasts.

 Following the loss of the big‑box retailer sales programs, the lower-than-expected demand, and the resulting decline in trailing twelve‑month sales volumes, management reassessed its projections for the remaining months of the Earn‑Out period. Based on updated forecasts and revised sales expectations, management determined that Montauk no longer had a viable path to achieving the Sales Volume Target within the Earn‑Out period or any potential extension period. Given that the $15.0 million contingent consideration payout was structured on an all‑or‑nothing basis and required full achievement of the Sales Volume Target, with no partial payout for near achievement or trend‑based performance, management concluded that achievement was no longer probable and revised the probability assessment from 100% to 0%. Management’s May 31, 2025 assessment reflected information known at that time; the subsequent decline in volumes and loss of key retailer programs constituted new information that materially changed the outlook during the quarter ended August 31, 2025. Subsequently, after the Earn-Out Period concluded on December 31, 2025, neither the Sales Volume Target nor the EBITDA Target were met and, therefore, no contingent consideration payments were made.

 In summary, the Company respectfully submits that the change in probability assessment during the three months ended August 31, 2025, was driven by objective changes in Montauk’s operating results and forward‑looking expectations, including the decline in trailing twelve‑month sales volumes and the loss of two key big-box retailer programs and lower demand. In response to the Staff’s comment, the Company respectfully submits that we will revise our future filings, as necessary, to describe the events that transpired during the three months ended August 31, 2025 that resulted in our determination that the $15.0 million payout was no longer likely to occur at all.

 Form 10-K for the fiscal year ended May 31, 2025

 Results of Operations, page 47

 2.

 We note the discussions of the changes in your revenue and gross margin for each of the reportable segments on pages 51-54 do not provide quantifications of the significant factors that you have identified as impacting those changes for the periods presented. For example, on page 52, you state that the decrease in adult-use cannabis, your largest cannabis channel, was driven by, among other things, your "renewed focus on preserving gross margin and maintaining a higher average selling price in growing categories such as vapes that have experienced a high degree of price compression." Without quantification of selling price and price compression, a reader is not able to fully understand the extent that these factors had on your results. Therefore, please expand your disclosures in future filings, beginning with your Form 10-Q for the period ended February 28, 2026, to provide sufficiently quantitative, meaningful and informative disclosures that comply with Items 303(b)(2)(i)-(iii) of Regulation S-K.

 We appreciate the Staff’s comment and respectfully submit that we will, beginning with our Form 10-Q for the period ended February 28, 2026, provide sufficiently quantitative, meaningful and informative disclosures that comply with Items 303(b)(2)(i)-(iii) of Regulation S-K.

 Please do not hesitate to contact me at carl.merton@tilray.com if you have any questions or would like any additional information regarding this matter.

 Sincerely,

 By: /s/ Carl A. Merton

 Carl A. Merton

 Chief Financial Officer

 Tilray Brands, Inc.

 Cc: Mitchell Gendel – Global General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 18, 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 limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 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.

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. You state on page 39 that "During the three months ended August 31,
2025, the
 Company recognized $15.0 million of change in the fair value of
contingent
 consideration as the likelihood of achievement decreased to 0% of such
contingent
 consideration related to the Montauk Brewing acquisition." However, we
note from page
 110 of your May 31, 2025 Form 10-K that the probability of achieving
such contingent
 consideration was "100%" as of that date. Please explain to us in detail
and revise your
 future filings as necessary to describe the events that transpired
during the three months
 ended August 31, 2025 that resulted in your determination that the $15.0
million payout
 was no longer likely to occur at all. In this regard, we note you
mention only "Montauk's
 current operating results" from page 20 of your November 30, 2025 Form
10-Q.
 February 18, 2026
Page 2

Form 10-K for the fiscal year ended May 31, 2025
Results of Operations, page 47

2. We note the discussions of the changes in your revenue and gross margin
for each of the
 reportable segments on pages 51-54 do not provide quantifications of the
significant
 factors that you have identified as impacting those changes for the
periods presented. For
 example, on page 52, you state that the decrease in adult-use cannabis,
your largest
 cannabis channel, was driven by, among other things, your "renewed focus
on preserving
 gross margin and maintaining a higher average selling price in growing
categories such
 as vapes that have experienced a high degree of price compression."
Without
 quantification of selling price and price compression, a reader is not
able to fully
 understand the extent that these factors had on your results. Therefore,
please expand
 your disclosures in future filings, beginning with your Form 10-Q for
the period ended
 February 28, 2026, to provide sufficiently quantitative, meaningful and
informative
 disclosures that comply with Items 303(b)(2)(i)-(iii) of Regulation S-K.
 In closing, 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.

 Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 15, 2021
Brendan Kennedy
Chief Executive Officer
Tilray, Inc.
1100 Maughan Road
Nanaimo, British Colombia V9X 1J2
Re:Tilray, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 19, 2021
File No. 001-38594
Dear Mr. Kennedy:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Hambelton, Esq.

CORRESP
1
filename1.htm

CORRESP

 March 12, 2021

 U.S.
Securities and Exchange Commission

 Office of Life Sciences

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Margaret Schwartz

Laura Crotty

Re:
 Tilray, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed February 19, 2021

File no. 001-38594

Dear Ms. Schwartz and Ms. Crotty:

 On
behalf of Tilray, Inc. (“Tilray” or the “Company”), we submit this letter in response to a comment received from the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated March 1, 2021 (the “Comment Letter”) with respect to the Company’s above referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

For the convenience of the Staff, the text of the comment in the Comment Letter is incorporated into this response letter for convenience in
italicized type and is followed by the Company’s response.

 Preliminary Proxy Statement on Schedule 14A, Filed February 19, 2021

1.
 We note that on pages 157-158 none of the filings that Tilray
incorporates by reference are hyperlinked, and Aphria incorporates by reference its SEDAR filings instead of its EDGAR filings. Please revise to include hyperlinks to the filings incorporated by reference by both parties, and ensure the Aphria
filings are incorporated by reference from EDGAR. Refer to Exchange Act Rule 12b-23.

Response: The Company respectfully acknowledges the Staff’s comment. In the Definitive Proxy Statement on Schedule 14A (which the
Company intends to file on or about March 12, 2021), the Company will revise the Proxy Statement in order to include hyperlinks for all documents the Company incorporates by reference. In addition, the Company will ensure that the referenced
Aphria filings are incorporated by reference from EDGAR rather than SEDAR.

 Cooley LLP 1700 Seventh Avenue Suite
1900 Seattle, WA 98101-1355

 t: (206) 452-8700 f: (206) 452-8800 cooley.com

 March 12, 2021

 Page Two

Please contact me at (206) 452-8756 with any questions or further comments regarding our responses to
the Comment Letter.

Sincerely,

/s/ Alan Hambelton

Alan Hambelton

cc:
 Brendan Kennedy, Tilray, Inc.

Dara Redler, Tilray, Inc.

 Cooley LLP 1700 Seventh Avenue Suite
1900 Seattle, WA 98101-1355

 t: (206) 452-8700 f: (206) 452-8800 cooley.com

United States securities and exchange commission logo
March 1, 2021
Brendan Kennedy
Chief Executive Officer
Tilray, Inc.
1100 Maughan Road
Nanaimo, British Colombia V9X 1J2
Re:Tilray, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 19, 2021
File No. 001-38594
Dear Mr. Kennedy:
            We have reviewed your filing and have the following comment.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A, Filed February 19, 2021
General
1.We note that on pages 157-158 none of the filings that Tilray incorporates by reference
are hyperlinked, and Aphria incorporates by reference its SEDAR filings instead of its
EDGAR filings. Please revise to include hyperlinks to the filings incorporated by
reference by both parties, and ensure the Aphria filings are incorporated by reference from
EDGAR. Refer to Exchange Act Rule 12b-23.

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 March 1, 2021 Page 2
 FirstName LastName
Brendan Kennedy
Tilray, Inc.
March 1, 2021
Page 2
            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.
            You may contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Hambelton, Esq.

CORRESP
1
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CORRESP

 TILRAY, INC.

1100 Maughan Road

 Nanaimo, BC V9X
IJ2

 November 8, 2019

 VIA
EMAIL AND EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Folake Ayoola

Christine Westbrook

RE:
 Tilray, Inc.

Registration Statement on Form S-4, as amended

File No. 333-234160

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Tilray, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the
above-referenced Registration Statement on Form S-4 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on
November 12, 2019, or as soon as possible thereafter, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, the Company respectfully requests that the Commission orally confirm that event
with Alan Hambelton of Cooley LLP, counsel to the Company, at (206) 452-8756.

Very truly yours,

Tilray, Inc.

By:

/s/ Brendan Kennedy

Name: Brendan Kennedy

Title: President, Chief Executive Officer and Director

CORRESP
1
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CORRESP

 November 8, 2019

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Folake Ayoola

Christine Westbrook

Re:
 Tilray, Inc.

Registration Statement on Form S-4

Filed October 11, 2019

File No. 333-234160

Dear Ms. Ayoola and Ms. Westbrook:

On behalf of Tilray, Inc. (“Tilray” or the “Company”), we submit this letter in response to
comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 25, 2019 (the “Comment Letter”) with
respect to the Company’s above referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this response letter, the Company
is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised
Amendment No. 1 to update other disclosures.

 For the convenience of the Staff, the numbering of the paragraphs below corresponds to
the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below,
page number references are to Amendment No. 1.

 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 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

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700  f: (206)
452-8800  cooley.com

 November 8, 2019

 Page
Two

 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.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 56 and 170 in Amendment No. 1. The Company also confirms that the Company’s future periodic reports filed with the Commission under the Exchange Act of 1934, as
amended (the “Exchange Act”), will include this revised disclosure regarding the Company’s exclusive forum provisions, which will inform investors that the provision does not apply to Exchange Act claims.

Please contact me at (206) 452-8756 with any questions or further comments regarding our responses to
the Staff’s Comments.

 Sincerely,

/s/ Alan Hambelton

Alan Hambelton

cc:
 Brendan Kennedy, Tilray, Inc.

Dara Redler, Tilray, Inc.

Peter Rivas, Tilray, Inc.

 214094246 v1

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700  f: (206)
452-8800  cooley.com

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.

CORRESP
1
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CORRESP

 July 16, 2018

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Tilray, Inc.

Registration Statement on Form S-1 (File No. 333-225741)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of the underwriters (the “Representative”), hereby joins in the request of Tilray, Inc., a Delaware corporation (the
“Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-225741) (the
“Registration Statement”), relating to a public offering of shares of the Registrant’s Class 2 common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 2:00 PM Eastern time, on
July 18, 2018 or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective. We, the undersigned Representative,
confirm that the underwriters are aware of their obligations under the Securities Act.

 Additionally, pursuant to Rule 460 of the
Securities Act, we hereby advise you that we have distributed approximately 191 copies of the Preliminary Prospectus dated July 9, 2018 through the date hereof, to underwriters, dealers, institutional investors and others.

We, the undersigned Representative, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act
in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

(Remainder of the page intentionally left blank)

 Very truly yours,

Cowen and Company, LLC

 Acting severally on behalf of itself and the several underwriters

 COWEN AND COMPANY, LLC

By:

 /s/ Michael Campbell

 Name: Michael Campbell

 Title: Managing
Director

 [Underwriters’
Acceleration Request Signature Page]

CORRESP
1
filename1.htm

CORRESP

 TILRAY, INC.

1100 Maughan Road

 Nanaimo, BC,
Canada, V9X 1J2

 July 16, 2018

 VIA
EMAIL AND EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

RE:
Tilray, Inc.

Registration Statement on Form S-1

File No. 333-225741

 Ladies and Gentlemen:

Tilray, Inc. (the “Registrant”) requests that the Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-1 to become effective on July, 18, 2018 at 2:00 P.M., Eastern time or as soon thereafter as is practicable, or at such other time as the
Registrant or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

 Once the Registration
Statement has been declared effective, please orally confirm that event with Alan Hambelton of Cooley LLP, counsel to the Registrant, at (206) 452-8756.

In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

Tilray, Inc.

By:

 /s/ Brendan Kennedy

Name:

Brendan Kennedy

Title:

President, Chief Executive Officer and Director

CORRESP
1
filename1.htm

CORRESP

 July 9, 2018

 U.S.
Securities and Exchange Commission

 Office of Healthcare and Insurance

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Christine Westbrook
Suzanne Hayes

Re:
Tilray, Inc.
Registration Statement on Form S-1
Filed June 20, 2018
File No. 333-225741

Dear Ms. Westbrook and Ms. Hayes:

 On
behalf of Tilray, Inc. (“Tilray” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated July 2, 2018 (the “Comment Letter”) with respect to the Company’s above referenced Registration Statement on Form
S-1 (the “Registration Statement”). Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised Amendment No. 1 to update other disclosures.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the
text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to Amendment No. 1.

Amendment No. 1 to 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 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.

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700 f: (206) 452-8800 cooley.com

 July 9, 2018

  Page
 2

 Response: In response to the Staff’s comment, the Company has removed the adult-use product depictions in Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has added a consent related to the independent auditors’ report of
Frank, Rimerman + Co. LLP. in Amendment No. 1.

 Please contact me at (206) 452-8756 with any
questions or further comments regarding our responses to the Staff’s Comments.

 Sincerely,

/s/ Alan Hambelton

 Alan Hambelton

cc:
Brendan Kennedy, Tilray, Inc.

 John Robertson, Cooley LLP

Rob Lando, Osler, Hoskin & Harcourt LLP

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700 f: (206) 452-8800 cooley.com

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.

CORRESP
1
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CORRESP

 June 20, 2018

 U.S.
Securities and Exchange Commission

 Office of Healthcare and Insurance

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Christine Westbrook

Suzanne Hayes

Re:
Tilray, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted May 30, 2018

CIK No. 0001731348

 Dear Ms. Westbrook and Ms. Hayes:

On behalf of Tilray, Inc. (“Tilray” or the “Company”), we submit this letter in response to
comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 6, 2018 (the “Comment Letter”) with respect
to the Company’s above referenced Draft Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this response letter, the Company is
submitting Amendment No. 3 to the Draft Registration Statement (“DRS Amendment No. 3”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised
DRS Amendment No. 3 to update other disclosures.

 For the convenience of the Staff, the numbering of the paragraphs below corresponds
to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number
references are to DRS Amendment No. 3.

 Amendment No. 2 to Draft Registration Statement on Form
S-1 submitted on May 30, 2018

 Risk Factors

Tilray Nanaimo is, and our High Park Farms, High Park Processing Facility and Tilray Portugal are expected to become...., page 17

1.
Please expand your risk factor to quantify the amount of cannabis you procure through third parties, as disclosed on page 60, and to include relevant disclosure concerning the impact on gross margin in the event you
are unsuccessful in scaling operations at your facilities.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 18 and 19 in the DRS Amendment No. 3.

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700 f: (206) 452-8800 cooley.com

 June 20, 2018

 Page Two

 Business

Adult Use Brands, page 87

2.
We note your disclosure that your mock-ups are shown for representation purposes only. Please revise your disclosure to identify the markets where you currently sell or intend
to sell the brands as depicted. If you are unable to identify the relevant markets, please delete them.

 Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 89 and the pages following page 89 in the DRS Amendment No. 3.

Our Commitment to Research and Innovation

 Patents and
proprietary programs, page 92

3.
Please expand your disclosure to discuss whether you expect the expiration of certain EnWave patents in 2019 to have a material effect on your business, including any impact on future operations and the financial
position of the company. Additionally, please disclose the royalty rate, or a royalty range not to exceed ten percent, payable to EnWave under the terms of the license agreement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 94 in the DRS Amendment No. 3.

 Please contact me at (206) 452-8756 with any questions or further comments regarding our
responses to the Staff’s Comments.

Sincerely,

 /s/ Alan Hambelton

Alan Hambelton

cc:
Brendan Kennedy, Tilray, Inc.

John Robertson, Cooley LLP

Rob Lando, Osler, Hoskin & Harcourt LLP

 Cooley
LLP    1700 Seventh Avenue    Suite 1900    Seattle, WA    98101-1355

t: (206) 452-8700 f: (206) 452-8800 cooley.com

June 6, 2018
Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1920 Eastlake Avenue E.
Seattle, WA 98102
Re:Tilray, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 30, 2018
CIK No. 0001731348
Dear Mr. Kennedy:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
Tilray Nanaimo is, and our High Park Farms, High Park Processing Facility and Tilray Portugal
are expected to become...., page 17
1.Please expand your risk factor to quantify the amount of cannabis you procure through
third parties, as disclosed on page 60, and to include relevant disclosure concerning the
impact on gross margin in the event you are unsuccessful in scaling operations at your
facilities.

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 6, 2018 Page 2
 FirstName LastName
Brendan Kennedy
Tilray, Inc.
June 6, 2018
Page 2

Business
Adult Use Brands, page 87
2.We note your disclosure that your mock-ups are shown for representation purposes only.
Please revise your disclosure to identify the markets where you currently sell or intend to
sell the brands as depicted. If you are unable to identify the relevant markets, please delete
them.
Our Commitment to Research and Innovation
Patents and proprietary programs, page 92
3.Please expand your disclosure to discuss whether you expect the expiration of certain
EnWave patents in 2019 to have a material effect on your business, including any impact
on future operations and the financial position of the company. Additionally, please
disclose the royalty rate, or a royalty range not to exceed ten percent, payable to EnWave
under the terms of the license agreement.
            You may contact Franklin Wyman at 202-551-3660 or Sharon Blume at 202-551-3474  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.

May 18, 2018
Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1920 Eastlake Avenue E.
Seattle, WA 98102
Re:Tilray, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 2, 2018
CIK No. 0001731348
Dear Mr. Kennedy:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form S-1 submitted May 2, 2018
Risk Factors
Risks Related to our Potential Adult-Use Cannabis Business and the Proposed Adult-Use
Cannabis Industry in Canada
The Cannabis Act may not be implemented, or may be implemented in a way that is significantly
different from our current expectations....., page 19
1.We note your response to comment 10. Please revise the risk factor caption to clearly state
that cannabis use may have serious adverse effects in addition to stating that you may be
subject to product liability claims or regulatory actions.

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 May 18, 2018 Page 2
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
May 18, 2018
Page 2
2.We note your response to comment 12.  Please clearly address the potential consequences
to your business if the marketing restrictions include a complete ban on marketing or the
introduction of plain paper.  Additionally, revise your discussion of your brands and
products on page 4 in the Summary section to clarify you expect legalization will be
accompanied by marketing restrictions and health warnings.  Clarify that strict marketing
regulations may make developing your adult-use brands more difficult.
Risks Related to the Offering and Ownership of Our Class 2 Common Stock
Holders of Class 2 common stock will have limited voting rights as compared to holders of Class
1 common stock...., page 39
3.Please expand your risk factor to discuss the risk that concentration of ownership of your
Class 1 common stock may prevent or delay a change of control of the Company that
shareholders may view as beneficial, as well as the risk that future issuances of Class 1
common stock may be dilutive to Class 2 shareholders.
Use of Proceeds, page 46
4.We note your response to comment 21, which we reissue. Item 504 of Regulation S-K
requires disclosure of the approximate amount intended to be used for each specified use
of proceeds. Please quantify the amounts you expect to spend building and expanding
your cultivation facilities and expanding your sales and marketing capabilities.
Business
Our Opportunity, page 72
5.Please tell us why you believe your business has the potential to create disruption in each
of the industries and participants you cite. For example, what is the basis for your belief
that people will use cannabis in lieu of drinking soft drinks or eating?  Additionally, it is
inappropriate to state or imply that cannabis products are a functional substitute for
medication outside of circumscribed medicinal use. We may have further comment.
Our Strengths, page 73
6.We note your response to comment 27. Please revise your discussion of your supply and
distribution agreements to include the status of the documentation for these agreements,
whether you have supplied any products under the agreements and quantify any related
revenues.
Adult Use Brands, page 77
7.We note that Marley Natural and Irisa are aimed at health and wellness consumers.  It is
inappropriate to imply that these products are healthy.  Please delete these statements.
Our Commitment to Research and Innovation
Patents and proprietary programs, page 81

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 May 18, 2018 Page 3
 FirstName LastName
Brendan Kennedy
Tilray, Inc.
May 18, 2018
Page 3
8.We note your response to comments 33 and 34, which we reissue in part. Please expand
your disclosure to include the dates the referenced patents expire as well as your royalty
obligations.
            You may contact Franklin Wyman at (202) 551-3660 or Sharon Blume at (202) 551-
3474 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.

April 17, 2018
Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1920 Eastlake Avenue E.
Seattle, WA 98102
Re:Tilray, Inc.
Draft Registration Statement on Form S-1
Submitted March 19, 2018
CIK No. 0001731348
Dear Mr. Kennedy:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on March 19, 2018
Cover page
1.Is your offering contingent on obtaining a Nasdaq listing?  If it is not, please revise to
clarify the possibility that you will not obtain a listing and provide a relevant risk factor
discussion.
Prospectus Summary
Our Company, page 1
2.

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 2
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 2
We note that your Summary, Letter from CEO and Business - Our Company discussions
include the following promotional claims without sufficient balancing disclosure to
provide the proper context:
•you were one of the first licensed cannabis dealers in Canada under the NCR;
•you are a global pioneer with a multinational supply chain and distribution network;
•you have exclusive rights to bring a broad based portfolio of adult use brands and
products to Canadian consumers; and
•you are on the cusp of becoming the first federally licensed cannabis company to
complete an IPO on a major US stock exchange.
Please revise each of these sections to provide a balanced discussion by clarifying the
following:
•the number of Licensed Producers and Licensed Dealers under applicable law and
regulations in Canada and that many of them were licensed before or at approximately
the same time you were licensed;
•that there are more than 1,000 pending Licensed Producer applications;
•in addition to the anticipated automatic licensure of producers licensed for the medical
cannabis market, new entrants will be permitted to obtain licenses for the adult use
market;
•there are other Canadian licensed cannabis companies operating on multiple countries,
as well as foreign companies that are operating in other countries;
•your exclusive rights to bring broad based products to Canadian consumers is a license
agreement with respect to certain brands, as opposed to a grant by the Canadian
government to be an exclusive provider of a category of cannabis product;
•some of your competitors are listed on NASDAQ and the Toronto Stock Exchange;
and
•in the international markets, there are non-cannabis companies that are expanding into
the cannabis market.

Our Brands and Products, page 3
3.To place your disclosure in appropriate context, please expand your discussion to include
the marketing and promotional regulations that are expected to apply to your adult use
products, as referenced on pages 26 and 83.  Additionally, explain how the proposed
restrictions on  promotion, marketing and advertising are likely to impact your attempts to
develop your brand.
4.Please tell us whether this offering is contingent upon legalization of adult use in Canada
and if so, please revise your disclosure accordingly. Please also expand your summary to
discuss the impact of new entrants pending the adoption of federal legislation approving

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 3
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 3
adult use and corresponding legislation at the provincial level.
Sales and Distribution, page 4
5.We note your disclosure that you've entered into a binding letter of intent with Sandoz
Canada Inc. Please expand your disclosure to clarify, if true, that your commercial
agreement is subject to completion of definitive documentation.
Emerging Growth Company Status, page 5
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Risks Associated with our Business, page 5
7.Please expand your disclosure to highlight the risk of conflicts of interest resulting from
outside business activities of your officers and directors as well as Privateer Holdings.
8.Please relocate this discussion to immediately follow the discussion of your strengths.
9.Please expand your disclosure to highlight the risk that your debt agreements with
Privateer Holdings provide that outstanding obligations are payable on demand.
Risk Factors
Risks Related to our Adult-Use Cannabis Business and the Proposed Adult-
Use Cannabis Industry in Canada, page 13
10.Please include a risk factor identifying the potential side effects of cannabis use, such as
that it has been linked to the development of schizophrenia and other psychoses, an
increase in symptoms for individuals with bipolar disorder, increased risk for the
development of depressive disorders, impairment of learning, memory and attention
capabilities, etc.
We are dependent upon regulatory approvals..., page 13
11.Please clarify how often you will need to renew your regulatory approvals.
The Cannabis Act may not be implemented, or may be implemented in a way that is significantly
 different from our current expectations..., page 18
12.Please revise this discussion to clarify that it is currently anticipated that marketing
restrictions will include health warnings, restrictions on your ability to brand your
product, including plain packaging requirements, and a ban on advertising.  Additionally,
please revise the discussion to explain how your plans to distinguish your products from
your competitor’s products and your plans to obtain exclusive licenses to produce

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 4
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 4
products using various brands and images may be impacted by the proposed restrictions.
The adult-use cannabis market in Canada may become oversupplied... , page 20
13.Please expand your risk factor to include the consequences of failing to comply with
anticipated packaging, labeling and advertising restrictions on producers in the adult use
market.
Our business is subject to a variety of U.S. and foreign laws..., page 21
14.We note your disclosure that you believe you are not subject to the Controlled Substances
Act or the Controlled Substances Import and Export Act. To place this risk factor in
appropriate context, please expand your disclosure to include the activities conducted
from the Company's principal executive offices located in Seattle.
We may not realize the full benefit of our licenses if the licensed material has less market appeal
than expected ..., page 35
15.Please revise your discussion to clarify that the restrictions on marketing and branding
may hinder your ability to realize value from your licenses.  To the extent you are aware
of other factors that may also hinder your ability to benefit from your licenses, please
disclose them in this discussion.
Future changes in our relationship with Privateer Holdings may cause our business to be adversel
y affected. , page 37
16.We note your disclosure that the shared services, licenses and industry benefits you enjoy
due to your relationship with Privateer may be disrupted or eliminated if Privateer sells a
substantial portion of its Class 1 shares.  Please expand this discussion to identify any
agreements and related services that are terminable if Privateer ceases to hold a
controlling interest.
Future sales or distributions of our securities by Privateer Holdings could cause the market price
for our Class 2 common stock to fall. , page 38
17.Please revise this discussion to disclose when the lock up agreements terminate, rather
than cross referencing to another discussion in your document.
Risks Related to the Offering and Ownership of Our Class 2 Common Stock , page 38
18.Please include a separate risk factor discussing the possibility that having two classes of
common stock may result in your Class 2 common stock being undervalued.
A significant portion of our total outstanding shares are restricted from immediate resale but may
 be sold into the market ..., page 39
19.Please revise this discussion to disclose when the lock up agreements expire and describe

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 5
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 5
the volume limitations.
Dividend Policy, page 45
20.If accurate, please revise your discussion to clarify that any dividends declared will be
declared on both Class 1 and Class 2 common stock, and at the same rate per share.
Use of Proceeds, page 45
21.Please expand your disclosure to include the amount of proceeds to be allocated among
each planned use and the sources of funds needed to complete each use. Refer to
Instruction 3 to Item 504 of Regulation S-K.  Additionally, we note the $9.4 million
outstanding under the mortgage on Tilray Nanaimo is due in June 2018 and the principal
owed under the Privateer lending facilities is approximately $32 million.  To the extent
you plan to use proceeds from the offering to repay any loans, please revise the discussion
to include this information.
Capitalization, page 46
22.Please revise your pro forma presentation to reflect the issuance of 75 million shares of
Class 1 common stock to Privateer Holdings in January 2018.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Revenue Recognition, page 63
23.Please describe the sales incentive programs available to your customers that could
require subsequent revenue adjustments (e.g. discounts and chargebacks), other than the
recently discontinued customer loyalty award program. Revise your disclosure
accordingly.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 65
24.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common stock leading up to the IPO and
the midpoint of your estimated offering price range. This information will help facilitate
our review of your accounting for equity issuances, including stock compensation and
conversion features for your preferred shares.

Letter from our CEO, page 67
25.Please place your statement referencing a "global paradigm shift" in appropriate context
by including a brief statement of the status of your products under U.S. federal law.

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 6
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 6
26.Please revise your letter to limit its content to supportable facts and balance your stated
goals with the risks and obstacles you face.  For purposes of example only:
•Balance your stated goal of becoming the most trusted cannabis company with the
sometimes negative perception associated with the non-medical use of cannabis and
the potential health concerns related to non-medical use.
•Balance the statement that you are nearing the completion of a milestone of being the
first federally licensed cannabis company to complete an IPO on a major US stock
exchange to also disclose that the two class structure may result in the Class 2 shares
being volatile and undervalued.
•Delete the statement that you are improving people’s lives.
Business, page 68
27.We note your references to the following agreements or letters of intent:
•Sandoz Canada – to market your products to health practitioners and pharmacists and
to co-develop new products;
•Nowega – cooperative agreement;
•Subsidiary of Privateer – brand licensing and proprietary formulation agreement;
•Leafly – data license agreement;
•Privateer – corporate services agreement;
•The agreement granting you exclusive rights to produce and distribute a broad based
portfolio of adult use brands and products in Canada;
•Shoppers Drug Mart; and
•Pharmasave Drugs.
Please revise your document to include a discussion of the material terms of each
agreement, including but not limited to the nature of mutual understandings relating to any
letter of intent, any exclusivity agreements, each party’s rights and obligations under the
agreement, products that are subject to the agreement, material payments made or
received to date, termination and expiration provisions, the identity of the other party to
the agreement and rights to products resulting from co-development agreements.

We note that most of the agreements have not been filed as exhibits.  Please tell us the
basis for your determination that they are not required to be filed.  Refer to Item
601(b)(10)of Regulation S-K.
Our Company, page 68
28.Please revise the discussion of your competitive advantage to clarify that the same
competitive advantage will apply to all similarly licensed cannabis companies when adult-
use cannabis is legalized in Canada.
Our Opportunity , page 72

 FirstName LastNameBrendan Kennedy
 Comapany NameTilray, Inc.
 June 16, 2017 Page 7
 FirstName LastNameBrendan Kennedy
Tilray, Inc.
April 17, 2018
Page 7
29.Please disclose the number of producers that are GMP certified.
Our Operations, page 78
30.Please provide the basis of your belief that Tilray Nanaimo is one of the world’s most
sophisticated, technically advanced, licensed cannabis production facilities.
31.We note that you are repurposing greenhouses in Enniskillen, which you expect to be
licensed under ACMPR.  Please tell us about the licensing requirements.  If licensing
requires an inspection and/or a regulatory assessment related to qualifications, it is not
appropriate to conclude that you expect to be licensed.  In such case you may state that
you plan to apply for a license under ACMPR.
Clinical Trials, page 81
32.With respect to the clinical trials identified, please expand your disclosure to identify your
role with respect to the trials and and describe your rights and obligations.  For example,
for each trial, identify where your role is limited to supplying the study drug and,
where you have a funding obligation, please revise to quantify such obligation. If
applicable, revise to include any right to milestone payments or royalties.
Patents and Proprietary Programs, page 81
33.With respect to the three patents you describe, please tell us if these patents were granted
or if they are pending patent applications?  If they were granted, please disclose when they
are scheduled to expire.
34.With respect to the 22 issued or pending patents, please describe the nature of the patents
and identify the owner of the patent and any material licensing provisions.  To the extent
your operations are substantially dependent on the licenses, please file them as exhibits or
explain the basis for your belief that you are not required to file them.
Corporate Services Agreement, page 98
35.Please describe the types of services provided under the agreement.
General
36.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments