Item 8.01 Other Events.

This current report on Form 8-K is filed for the purpose of disclosing that, as of August 3, 2022, there were 580,004,915 shares of Class 2 Common Stock, par value $0.0001 per share, of Tilray Brands, Inc. (the "Company") issued and outstanding.

On the cover page to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2022, filed with the U.S. Securities and Exchange Commission on July 28, 2022 (the "2022 Form 10-K"), the Company disclosed that, as of July 22, 2022, there were 536,390,766 shares issued and outstanding, which did not reflect certain issuances of shares. The number of shares issued and outstanding, as disclosed in this current report on Form 8-K, includes 33,314,412 shares of Class 2 Common Stock that were issued to HT Investments LLC on July 12, 2022, pursuant to the HEXO Inc. transaction described in the Company's 2022 Form 10-K. There are no changes to the per share amounts reported for the fiscal year ended May 31, 2022 in the 2022 Form 10-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number    Description of Exhibit

104       Cover Page Interactive Data File (formatted in Inline XBRL document)

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