| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| | | | | | $ | $ | | $ | ||||
| Fees Previously Paid | — | — | — | — | — | — | — | |||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | ||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||
| Total Fees Previously Paid | | |||||||||||
| Total Fee Offsets | | |||||||||||
| Net Fee Due | $ | |||||||||||
| (1) | Pursuant to Rule 416(a) promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement shall also cover any additional shares of common stock, par value
$0.0001 per share (“Common Stock”), of Tilray Brands, Inc. (the “Registrant”) that
become issuable under the Tilray, Inc. Amended and Restated 2018 Equity
Incentive Plan (the “Plan”) by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected that results in an
increase to the number of outstanding shares of Common Stock. |
|
(2)
|
Represents 2,970,901 shares of Common Stock
automatically added to the shares authorized for issuance under the Plan on
January 1, 2024, 3,736,909 shares of Common Stock automatically added on
January 1, 2025, and 4,647,421 shares of Common Stock automatically added on
January 1, 2026, in each case pursuant to the Plan’s “evergreen” provision.
Pursuant to such provision, on January 1 of each year through 2027, the number
of shares authorized for issuance under the Plan is automatically increased by
a number equal to four percent of the outstanding shares of Common Stock as of
the end of the Registrant’s immediately preceding fiscal year, or any lesser
number of shares of Common Stock determined by the board of directors of the
Registrant.
|
|
(3)
|
Estimated in accordance with Rule 457(c) and (h)
under the Securities Act solely for the purpose of calculating the registration
fee on the basis of $3.855, the average of the high and low prices of the Common
Stock as reported on The Nasdaq Global Select Market on July 29, 2026.
|