Tilray Brands Inc 2026年季度报告

OR TILRAY BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☐ 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes☒No☐ As of January 6, 2026, the registrant had 116,506,916 shares of Common Stock, $0.0001 par value per share issued and outstanding. Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Consolidated Statements of Financial Position (Unaudited)Consolidated Statements of Lossand Comprehensive Loss (Unaudited)Consolidated Statements of Stockholders' Equity (Unaudited)Consolidated Statements of Cash Flows (Unaudited)Notes to Condensed Interim Consolidated Financial Statements (Unaudited)Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q for the fiscal quarter endedNovember 30, 2025 (the “Form 10-Q”) contains forward-looking statements under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor”created by those sections and other applicable laws. Such statements involve risks, uncertainties and assumptions. If the risks oruncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or impliedby such forward-looking statementsunder the Canadian securities laws and within the meaning of Section 27A of the Securities Actof 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject tothe“safeharbor”createdbythosesectionsandotherapplicablelaws.Thewords“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intend,”“may,”“might,”“plan,”“project,”“will,”“would,”“seek,”or“should,”or the negative or plural of these words or similar expressions or variations are intended to identify suchforward-looking statements.Forward-looking statements include, among other things, our beliefs or expectations relating to ourfuture performance, results of operations and financial condition; our intentions regarding our cost savings initiatives; our strategicinitiatives, business strategy, supply chain, brand portfolio, product performance and expansion efforts; our intentions regarding theuse of net proceeds from our ATM Program; our intentions regarding our capital structure and TLRY 27 Notes; current or futuremacroeconomic trends;industry trends; or legislative or regulatory changes; our statements regarding the consolidation of theCanadian cannabis industry; our expectations for our positioning and cannabis market share in Europe and other markets; futurecorporate acquisitions and strategic transactions; and our synergies, cash savings and efficiencies anticipated from the integration ofour completed acquisitions and strategic transactions.