Tilray Brands Inc 2024年度报告

Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Largeacceleratedfiler☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of the Registrant’sCommon Stock on The Nasdaq Global Select Stock Market on November 29, 2024, was approximately $1.2billion. As ofJuly 242025, there were1,100,530,099shares of the Registrant’s Common Stock, par value $0.0001 per share, issued and outstanding. Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the2025 Annual Meeting ofStockholders (the “Proxy Statement”) with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the year ended May31, 2025, provided that if such Proxy Statement is not filed within such period, such information will be included in an amendment to this Form 10‑K to be filed within such120-day period. Table of Contents PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem9C.Other Information PARTIII Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accounting Fees and Services PARTIV Item15.Exhibits, Financial Statement SchedulesItem16.Form 10-K Summary In this Annual Report on Form 10-K, “we,” “our,” “us,” “Tilray,” and the “Company” refer to Tilray Brands, Inc. and, where appropriate, its consolidatedsubsidiaries. This report contains references to our trademarks and trade names and to trademarks and trade names belonging to other entities. Solely forconvenience, trademarks and trade names referred to in