Tilray Brands Inc美股招股说明书(2026-04-21版)

Tilray Brands, Inc.Up to 398,666 Shares of Common Stock This prospectus supplement supplements the accompanying prospectus, and registers the resale of anaggregate of 398,666 shares of our common stock, par value $0.0001 per share (“Common Stock”), held by theselling stockholder identified herein. The selling stockholder acquired these shares of Common Stock from us aspart of the consideration paid pursuant to that share purchase agreement, dated April 15, 2026, relating to theacquisition of the Lyphe Group from the selling stockholder. The selling stockholder (which term as used hereinincludes its donees and pledgees, transferees or other successors in interest) may sell these shares through publicor private transactions at market prices prevailing at the time of sale, at prices related to such market prices, atvarying prices determined at the time of sale, at fixed prices or at negotiated prices. The timing and amount ofany sale is within the sole discretion of the selling stockholder, subject to certain restrictions. See “Plan ofDistribution” on page S-9of this prospectus supplement. We will not receive any proceeds from the sale of theshares by the selling stockholder. Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) and the Toronto StockExchange (the “TSX”) under the trading symbol “TLRY.” On April 20, 2026, the last sale price of shares of ourCommon Stock was $7.15 per share on Nasdaq and C$9.75 per share on the TSX. Investing in our Common Stock involves risks. See “Risk Factors” on page S-3of this prospectussupplement, and on page5of the accompanying prospectus, as well as our other filings that are incorporatedby reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4USE OF PROCEEDSS-7SELLING STOCKHOLDERS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12 Prospectus ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS19LEGAL OWNERSHIP OF SECURITIES21SELLING SECURITYHOLDERS24USE OF PROCEEDS25PLAN OF DISTRIBUTION26LEGAL MATTERS28EXPERTS28WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION OF CERTAIN INFORMATION BY REFERENCE29 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT On October9, 2025, we filed with the Securities and Exchange Commission (the “SEC”) a registrationstatement on FormS-3 (File No. 333-290806) (the “Registration Statement”) utilizing a shelf registration processrelating to certain securities, including the securities described in this prospectus supplement, which RegistrationStatement became effective automatically upon filing. This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof this offering. The second part, the accompanying prospectus, gives more general information, some of which maynot apply to this offering. We urge you to read carefully this prospectus supplement and the accompanyingprospectus, together with the information incorporated therein and herein by reference as described under theheading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. You should rely only on the information contained in, or incorporated by reference into, this prospectussupplement and the accompanying prospectus. We have not authorized anyone to provide you with different oradditional information. This prospectus supplement is an offer to sell only the securities offered hereby, but onlyunder circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus supplement is accurate only as of the date on the front of thedocument and any information we have incorporated by reference is accurate only as of the date of the documentincorporated by reference, regardless of the time of delivery of this prospectus supplement, or any sale of a security.Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus supplement contains summaries of certain provisions contained in some of the documentsdescribed herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have beenfiled or incorporated by refere