Industry Overview - The U.S. cannabis industry is projected to be valued at over $34 billion in 2024 and could reach $57 billion by 2030, indicating significant growth potential [1] - Despite short-term volatility, marijuana penny stocks are attracting risk-tolerant investors, particularly in emerging markets and high-demand states [1] Legislative Developments - A major Senate committee has advanced a bill to expand cannabis banking access, which has renewed optimism and momentum in the sector [1] Company Strategies - Canadian cannabis producers are strategically positioning themselves for U.S. market penetration despite uncertain federal legalization [3] - Three notable Canadian cannabis stocks for U.S. expansion in August 2025 are Tilray Brands Inc. (TLRY), Canopy Growth Corporation (CGC), and Village Farms International Inc. (VFF) [5][3] Tilray Brands Inc. (TLRY) - Tilray operates a diversified cannabis and consumer packaged goods business, focusing on beverage and wellness markets, with products distributed in over 1,000 U.S. stores [4][6] - The company reported quarterly net revenue of $211 million, a 9% year-over-year increase, with gross profit climbing 29% to $61 million [7] - Cannabis revenue remained steady at $66 million, and the adjusted net loss narrowed to $2 million, indicating a balanced strategy supporting solid financial performance [8] Canopy Growth Corporation (CGC) - Canopy Growth focuses on branding and distribution through its Canopy USA platform, avoiding direct ownership of dispensaries to mitigate regulatory risks [9][11] - The company reported a 9% year-over-year decline in revenue, but core revenue grew by 3% when adjusted for divestitures, with a consolidated gross margin of 35% [12] - Canopy is in a transition phase, focusing on cost optimization and preparing for sustainable growth as U.S. legalization progresses [13] Village Farms International Inc. (VFF) - Village Farms operates as a greenhouse grower, supplying cannabis products to retailers and processors in the U.S. without owning dispensaries [14][16] - The company reported quarterly revenue of $77.07 million, with a trailing twelve-month revenue growth of over 12% year-over-year [17] - Despite operating at a net loss, Village Farms is focused on improving its financial position and operational efficiency, with Q2 2025 results anticipated for updates on margin improvements [18] Conclusion - Canadian cannabis companies are adapting to market conditions, with Tilray leading in diversified consumer brands, Canopy focusing on branding and cost efficiency, and Village Farms supporting the market through cultivation and wholesale supply [19][20]

Core Insights - The Humble Seed, a brand under Tilray Wellness, has launched Whole Wheat Protein Crackers with 5g of plant-based protein per 30g serving, available in three flavors: Sea Salt, Garlic Herb, and Rosemary Sea Salt [1][2][5] Company Overview - The Humble Seed focuses on incorporating superseeds such as hemp, chia, flax, pumpkin, sesame, and sunflower into their snacks, promoting a healthier snacking option [2][7] - Tilray Brands, Inc. operates globally in the lifestyle and consumer packaged goods sector, with a mission to inspire joy through innovative products across various categories, including hemp-based foods [7] Product Details - Each serving of the Whole Wheat Protein Crackers contains 5g of protein and is made with whole wheat flour, making it a nutritious snack option [2][5] - The crackers are plant-based, Non-GMO Project Verified, and Kosher, aligning with current consumer trends towards healthier, sustainable snacks [6][7] Market Trends - There is a growing consumer demand for protein-rich snacks beyond traditional options like shakes and bars, indicating a shift towards more protein-forward products in the snack category [4] - Whole Foods Market has noted an increase in interest for fiber-rich and protein-rich crackers, suggesting a favorable market environment for The Humble Seed's new product [4]

Group 1 - Alan Brochstein is a pioneer in the cannabis investment sector, having focused exclusively on this industry since 2007 [1] - He founded AB Analytical Services to provide independent consulting to registered investment advisors [1] - Alan is the managing partner of New Cannabis Ventures, which has been a key provider of financial information in the cannabis industry since 2015 [1] Group 2 - Alan has led the investing group 420 Investor since 2013, which focuses on publicly-traded cannabis stocks [2] - The group covers 20 stocks, providing investment news, earnings report previews, and post-report analyses [2] - Additional features of the group include a model portfolio, 10 weekly videos with chart analysis, 3 weekly summary pieces, a monthly newsletter, and a chat for questions [2]

Core Insights - Tilray Brands reported its fourth-quarter results for fiscal 2025, with earnings exceeding estimates but sales falling short, both declining compared to the previous year [1][10] - Adjusted EPS was 2 cents, down 50% year over year, while revenues decreased by 2% to $224.5 million, primarily due to weak performance in cannabis and beverages [2] - The company expects adjusted EBITDA for fiscal 2026 to be between $62 million and $72 million, indicating a growth of 13-31% over the prior year [3] Financial Performance - Fiscal 2025 revenues reached $821 million, a 4% increase year over year, largely driven by non-cannabis business diversification [4] - Non-cannabis segments accounted for approximately 70% of total sales, with beverages contributing 29%, distribution 33%, and wellness 8% [5] - Beverage sales rose 19% year over year to $240.6 million, despite SKU rationalization efforts [6] Market Position and Strategy - Tilray has established a strong presence in the hemp market, holding nearly 60% branded market share in the U.S. and 80% in Canada [7] - The company is focusing on enhancing its global supply chain and cultivation footprint to meet growing demand, with expectations of benefiting from Project 420 in the second half of fiscal 2026 [8] - The cannabis segment saw a 9% decline in revenues to $249 million, with international cannabis sales growing 19%, although still a small portion of total cannabis sales [11] Competitive Landscape - Tilray faces intense competition from peers like Aurora Cannabis, Canopy Growth, and Curaleaf Holdings, all pursuing international expansion and cost optimization [12] - The company's stock has dropped 56% year to date, contrasting with a 6% growth in the industry, reflecting ongoing financial challenges and uncertainty around U.S. marijuana legalization [13] Investment Considerations - While Tilray's diversification into craft beverages and THC drinks shows strategic foresight, the decline in its core cannabis business and competitive pressures remain significant near-term challenges [15]

Investor interest in cannabis stocks has cooled since the legalization boom of 2021, and the craft beer and wellness sectors have had their own struggles navigating changing consumer tastes. But Tilray Brands TLRY may be quietly carving out a position that makes it different from any of its peers. Looking ahead, the bullish case for Tilray may rest on several catalysts, including U.S. federal cannabis reform, state‑by‑state loosening of THC beverage rules, or even further acquisitions in the craft beer spac ...

Shares of the cannabis producer have been rallying, but they are still nowhere near the levels they were at a few years ago. Tilray Brands (TLRY 6.15%) is one of the largest, most recognizable cannabis companies in North America. Its valuation is north of $600 million, and that's with the stock nosediving in recent years. Since 2022, the stock has lost a staggering 90% of its value. Investors have been clearly hesitant to invest in not just Tilray, but the cannabis industry as a whole; the AdvisorShares Pur ...

Group 1 - The Cannabis Report is a monthly publication focused on the cannabis industry, providing insights and analysis [1] - The analyst has experience in technical stock analysis, option strategies, small cap strategies, and emerging markets within the cannabis sector [1] Group 2 - The analyst holds a beneficial long position in TLRY shares, indicating a personal investment interest in the company [2] - The article reflects the analyst's own opinions and is not influenced by compensation from any company mentioned [2]

Core Viewpoint - Tilray Brands Inc. (TLRY) experienced a significant drop of nearly 20% following the release of its adjusted EBITDA guidance for 2026, which is projected to reach between $62 million and $72 million [1] Group 1: Financial Performance - The adjusted EBITDA forecast is based on strong growth in the company's international cannabis business and strategic adjustments in its beverage segment [1] - The international cannabis division achieved record revenue, maintaining a leading position across multiple product categories in Canada [1] Group 2: Strategic Initiatives - The strategic transformation of the beverage segment is expected to result in significant cost savings [1]

Investors are always reminded that before making any investment, you should do your own proper due diligence on any name directly or indirectly mentioned in this article. Investors should also consider seeking advice from a broker or financial adviser before making any investment decisions. Any material in this article should be considered general information and not relied on as a formal investment recommendation. Seeking Alpha's Disclosure: Past performance is no guarantee of future results. No recommenda ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Tilray Brands, Inc. is a global consumer products company with four segments: Cannabis, Beverage, Distribution, and Wellness, focused on strategic acquisitions and global brand building - Tilray operates through four reportable segments: Beverage, Cannabis, Distribution, and Wellness, aiming to be a leading global lifestyle consumer products company[19](index=19&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) Net Revenue by Reportable Segment (Fiscal Years 2023-2025) | Segment | FY 2025 Net Revenue (in thousands USD) | FY 2024 Net Revenue (in thousands USD) | FY 2023 Net Revenue (in thousands USD) | | :--- | :--- | :--- | :--- | | Beverage business | $240,595 | $202,094 | $95,093 | | Cannabis business | $249,001 | $272,798 | $220,430 | | Distribution business | $271,228 | $258,740 | $258,770 | | Wellness business | $60,485 | $55,310 | $52,831 | | **Total net revenue** | **$821,309** | **$788,942** | **$627,124** | - The company's core strategy involves building global brands, developing innovative products, growing its beverage and hemp-food businesses, expanding international medical cannabis availability, and optimizing global operations for cost reduction[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - In fiscal year 2025, Tilray continued its expansion in the beverage sector by acquiring four craft beer brands and breweries from Molson Coors, designated as "Craft Acquisition II"[27](index=27&type=chunk)[29](index=29&type=chunk) [Our Company](index=6&type=section&id=Our%20Company) Tilray Brands, Inc. is a global consumer products company leading in Canadian cannabis and U.S. craft brewing, supplying medical cannabis internationally - Tilray is a leading global lifestyle consumer products company with operations in Canada, the U.S., Europe, Australia, and Latin America[19](index=19&type=chunk) - The company is the **4th largest craft brewer** in the U.S. and leads the Canadian cannabis market in revenue[20](index=20&type=chunk) [Our Strategy and Outlook](index=6&type=section&id=Our%20Strategy%20and%20Outlook) Tilray's strategy focuses on driving revenue and profitability through global brand building, product innovation, U.S. beverage expansion, and cost management - The company's strategy is to leverage its brands, infrastructure, and expertise to drive revenue, achieve profitability, and build long-term shareholder value[26](index=26&type=chunk) - A key strategic pillar is the growth and leverage of its U.S. beverage and hemp-based food businesses, which serve as a platform for potential entry into the U.S. cannabis market upon federal legalization[27](index=27&type=chunk) [Reportable Segments](index=8&type=section&id=Reportable%20Segments) Tilray's four segments—Beverage, Cannabis, Distribution, and Wellness—contributed to **$821.3 million** in FY2025 net revenue, with Distribution being the largest at **33%** Net Revenue by Segment (FY 2025) | Segment | Net Revenue (in thousands USD) | % of Total Revenue | | :--- | :--- | :--- | | Beverage business | $240,595 | 29% | | Cannabis business | $249,001 | 30% | | Distribution business | $271,228 | 33% | | Wellness business | $60,485 | 8% | | **Total** | **$821,309** | **100%** | Cannabis Revenue by Channel (FY 2025) | Channel | Revenue (in thousands USD) | % of Total Cannabis Revenue | | :--- | :--- | :--- | | Canadian medical | $24,998 | 10% | | Canadian adult-use | $224,048 | 91% | | Wholesale | $18,207 | 7% | | International | $63,356 | 25% | | Less excise taxes | ($81,608) | (33)% | | **Total** | **$249,001** | **100%** | [Beverage Segment](index=9&type=section&id=Beverage%20Segment) Tilray's Beverage segment, the **4th largest craft brewery** in the U.S., operates 7 facilities and 16 brewpubs, distributing diverse brands across all 50 states - Tilray is the **4th largest craft brewery** in the United States, with a portfolio including brands like SweetWater, Montauk, Shock Top, and Breckenridge Distillery[20](index=20&type=chunk)[33](index=33&type=chunk) - The segment operates **7 production facilities** and **16 brewpubs** across the U.S., producing a variety of craft brews, ciders, seltzers, and spirits[37](index=37&type=chunk) - Beverage brands are distributed in all **50 states** to nearly **50,000 off-premises retail locations** and over **30,000 on-premises restaurants and bars**[38](index=38&type=chunk) [Cannabis Segment](index=12&type=section&id=Cannabis%20Segment) Tilray's Cannabis segment supplies medical cannabis to **over 20 countries** and manages a diverse adult-use portfolio in Canada, facing intense competition and evolving regulations - Tilray supplies medical cannabis products to patients in **over 20 countries** across five continents, utilizing EU-GMP certified production facilities in Portugal and Germany[47](index=47&type=chunk)[59](index=59&type=chunk) - The company maintains a diverse portfolio of adult-use cannabis brands in Canada, segmented by consumer preference and price point, including Good Supply, Redecan, and Broken Coast[51](index=51&type=chunk)[54](index=54&type=chunk) - Distribution in Canada is managed through provincial/territorial agencies for adult-use products and a direct-to-patient online platform for medical cannabis[61](index=61&type=chunk)[63](index=63&type=chunk) - The company faces intense competition from approximately **1,000 licensed producers** in Canada and the persistent illicit market[74](index=74&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) [Distribution Segment](index=17&type=section&id=Distribution%20Segment) The Distribution segment, primarily CC Pharma, is a leading German pharmaceutical importer and distributor, also supporting Tilray's medical cannabis distribution - The segment is centered around CC Pharma, a leading drug importer in Germany that specializes in re-importing and distributing European pharmaceuticals[81](index=81&type=chunk) - CC Pharma distributes approximately **1,200 product lines** to public pharmacies, hospital pharmacies, and pharmaceutical wholesalers, and also supports Tilray's medical cannabis business in Germany[81](index=81&type=chunk)[84](index=84&type=chunk) [Wellness Segment](index=19&type=section&id=Wellness%20Segment) The Wellness segment, led by Manitoba Harvest, distributes hemp-based food products to **over 21,000 retail locations** in North America, subject to evolving U.S. regulations - The Wellness segment primarily consists of the Manitoba Harvest brand, which produces and distributes hemp-based food products sold in **over 21,000 retail locations** in the U.S. and Canada[87](index=87&type=chunk)[89](index=89&type=chunk) - The segment operates under U.S. regulations defined by the 2018 Farm Bill, which legalized hemp but preserved FDA authority over products containing hemp derivatives like CBD and THC[90](index=90&type=chunk)[91](index=91&type=chunk) [Environmental and Social](index=19&type=section&id=Environmental%20and%20Social) Tilray is committed to environmental sustainability through GHG emission monitoring and waste management, alongside social initiatives like community donations and health awareness campaigns - The company is committed to monitoring its greenhouse gas (GHG) emissions, promoting supply chain sustainability, and implementing waste management programs[94](index=94&type=chunk)[102](index=102&type=chunk) - Social initiatives include community hospital donations, support for veterans, and partnerships with organizations like the Waterkeeper Alliance, Soil Health Institute, and One Tree Planted[98](index=98&type=chunk)[99](index=99&type=chunk) [Employees and Human Capital Resources](index=21&type=section&id=Employees%20and%20Human%20Capital%20Resources) As of May 31, 2025, Tilray employed approximately **2,842 people** globally, with a human capital strategy focused on talent, health, safety, compensation, and engagement - As of May 31, 2025, Tilray employed approximately **2,842 people** worldwide[105](index=105&type=chunk) - The company's human capital management focuses on talent acquisition, health and safety, compensation and benefits, and employee engagement[106](index=106&type=chunk)[108](index=108&type=chunk) [AI and Cryptocurrency Business Strategy](index=21&type=section&id=AI%20and%20Cryptocurrency%20Business%20Strategy) Tilray is implementing AI in greenhouse operations to enhance efficiency and plans to accept cryptocurrency for online payments, exploring further strategic initiatives - The company is implementing AI in its global greenhouse operations to manage conditions in real-time, aiming to increase output and reduce costs[106](index=106&type=chunk) - Tilray plans to accept cryptocurrency as a payment method for its online operations and is exploring other strategic initiatives related to cryptocurrency[106](index=106&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) Tilray faces significant risks including evolving cannabis regulations, intense market competition, acquisition integration challenges, potential asset impairments, financial losses, and cryptocurrency market volatility - The cannabis business is highly dependent on regulatory approvals, licenses, and ongoing compliance, with risks related to evolving government regulations in the U.S. and other international markets[110](index=110&type=chunk)[115](index=115&type=chunk) - The company faces intense competition from the illicit cannabis market and other licensed producers, which could negatively impact business success[122](index=122&type=chunk)[125](index=125&type=chunk) - Significant financial risks include a history of net losses, potential for additional goodwill and intangible asset impairments, and the challenge of achieving or maintaining profitability[149](index=149&type=chunk)[151](index=151&type=chunk) - Ownership of the company's securities is subject to risks such as failure to meet Nasdaq's continued listing requirements, severe stock price volatility, and potential dilution from convertible securities and warrants[204](index=204&type=chunk)[207](index=207&type=chunk)[213](index=213&type=chunk) - The new cryptocurrency strategy introduces high risks due to market volatility and an evolving, uncertain regulatory landscape[220](index=220&type=chunk)[221](index=221&type=chunk) [Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[238](index=238&type=chunk) [Cybersecurity](index=44&type=section&id=Item%201C.%20Cybersecurity) Tilray manages cybersecurity through an enterprise-wide program overseen by the Board and CIO, with no material incidents reported to date - Cybersecurity risk is managed through an enterprise-wide framework that includes regular risk assessments, advanced access controls, employee training, and incident response protocols[239](index=239&type=chunk)[240](index=240&type=chunk) - Oversight is provided by the Board of Directors, with the Chief Information Officer (CIO) responsible for managing the cybersecurity program[242](index=242&type=chunk) - As of the report date, the company believes no cybersecurity threats have materially affected or are reasonably likely to materially affect its business, strategy, or financial condition[241](index=241&type=chunk) [Properties](index=45&type=section&id=Item%202.%20Properties) Tilray operates diverse owned and leased properties globally, including cannabis cultivation, craft breweries, hemp processing, and distribution facilities across its segments Principal Facilities by Location and Segment | Location | Segment | Primary Use | Ownership | | :--- | :--- | :--- | :--- | | Leamington, ON, Canada | Cannabis | Cultivation and Processing | Owned | | Gatineau, QC, Canada | Cannabis | Cultivation and Processing | Owned | | Atlanta, GA, USA | Beverage | Craft Brewery | Owned | | Littleton, CO, USA | Beverage | Brewery/Pub facility | Owned | | Portland, OR, USA | Beverage | Craft Brewery | Owned | | Cantanhede, Portugal | Cannabis | Cultivation and Processing | Owned | | Densborn, Germany | Distribution | Distribution Operations | Owned | [Legal Proceedings](index=47&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including ongoing U.S. securities class actions, settled Canadian class actions, and contractual disputes - The information for this item is incorporated by reference from Note 28 of the Consolidated Financial Statements[248](index=248&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[249](index=249&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Tilray's common stock trades on Nasdaq and TSX under "TLRY", with no cash dividends paid, and recent issuances for convertible senior notes - The company's common stock is traded on the Nasdaq Global Select Market and the TSX under the symbol "TLRY"[251](index=251&type=chunk) - Tilray has not paid cash dividends and does not plan to in the foreseeable future, intending to use funds for operations and growth[252](index=252&type=chunk) - During fiscal 2025, the company issued an aggregate of **80,517,859 shares** of common stock in exchange for approximately **$55.6 million** in aggregate principal of its 5.20% Convertible Senior Notes due 2027[255](index=255&type=chunk)[256](index=256&type=chunk) Stock Performance Comparison (May 31, 2020 - May 31, 2025) | Period Ending | Tilray Brands, Inc. | Nasdaq Composite | Horizons Marijuana Life Sciences Index | | :--- | :--- | :--- | :--- | | May 31, 2020 | $100.00 | $100.00 | $100.00 | | May 31, 2021 | $172.39 | $144.88 | $154.83 | | May 31, 2022 | $45.58 | $127.31 | $60.29 | | May 31, 2023 | $16.95 | $136.31 | $30.33 | | May 31, 2024 | $18.27 | $176.35 | $31.88 | | May 31, 2025 | $4.37 | $201.41 | $21.95 | [Reserved](index=49&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2025, Tilray's net revenue grew **4% to $821.3 million**, but a **$2.1 billion** impairment charge led to a **$2.28 billion** operating loss, while the company focuses on strategic acquisitions and cost-saving initiatives Consolidated Results of Operations (Fiscal Years 2023-2025) | Metric (in thousands USD) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Net revenue | $821,309 | $788,942 | $627,124 | | Gross profit | $240,570 | $223,351 | $146,960 | | Operating loss | ($2,282,705) | ($174,745) | ($1,369,685) | | Net loss | ($2,181,356) | ($222,404) | ($1,443,000) | | Adjusted EBITDA | $55,035 | $60,465 | $58,679 | - The significant increase in operating loss in FY2025 was primarily driven by a **$2.1 billion** non-cash impairment charge on intangible assets and goodwill[292](index=292&type=chunk)[320](index=320&type=chunk)[335](index=335&type=chunk) - The company is implementing "Project 420," a comprehensive plan for its beverage segment focused on SKU rationalization, geographic focus, distributor consolidation, and synergy optimization to improve profitability[287](index=287&type=chunk)[291](index=291&type=chunk) - The company is managing liquidity through an at-the-market (ATM) equity program, which generated net proceeds of **$161.2 million** in FY2025, to fund strategic acquisitions and capital expenditures[376](index=376&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Tilray is exposed to credit, liquidity, currency, and interest rate risks, with management considering liquidity risk low and not hedging currency exposure - The company's primary market risks are credit, liquidity, currency rate, and interest rate risk[388](index=388&type=chunk) - Credit risk stems from unsecured accounts receivable, with all cash held at major financial institutions[389](index=389&type=chunk) - Currency rate risk arises from significant operations in Canada and Europe, with financial assets and liabilities denominated in Canadian dollars and Euros[393](index=393&type=chunk) [Financial Statements and Supplementary Data](index=77&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Tilray's audited consolidated financial statements for FY2023-2025, including balance sheets, income statements, equity changes, and cash flows, with an independent auditor's report Key Balance Sheet Data (as of May 31) | Account (in thousands USD) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $221,666 | $228,340 | | Total current assets | $688,626 | $677,710 | | Goodwill | $752,350 | $2,008,884 | | Intangible assets | $21,423 | $915,469 | | **Total assets** | **$2,074,327** | **$4,221,665** | | **Liabilities & Equity** | | | | Total current liabilities | $280,303 | $299,170 | | Total liabilities | $584,752 | $778,487 | | **Total stockholders' equity** | **$1,489,575** | **$3,443,178** | Key Income Statement Data (for the year ended May 31) | Account (in thousands USD) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Net revenue | $821,309 | $788,942 | $627,124 | | Gross profit | $240,570 | $223,351 | $146,960 | | Impairment of intangible assets and goodwill | $2,096,139 | $0 | $934,000 | | Operating loss | ($2,282,705) | ($174,745) | ($1,369,685) | | Net loss | ($2,181,356) | ($222,404) | ($1,443,000) | | Net loss per share - basic & diluted | ($2.46) | ($0.33) | ($2.35) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=133&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[655](index=655&type=chunk) [Controls and Procedures](index=133&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that Tilray's disclosure controls and internal control over financial reporting were effective as of May 31, 2025, excluding recent acquisitions from the initial assessment - Management concluded that disclosure controls and procedures were effective as of May 31, 2025[657](index=657&type=chunk) - Management concluded that internal control over financial reporting was effective as of May 31, 2025[661](index=661&type=chunk) - The evaluation of internal controls excluded the recently acquired "Craft Acquisition II" from Molson Coors, which represented **0.9% of total assets** and **3% of net revenue** for the fiscal year[663](index=663&type=chunk) [Other Information](index=134&type=section&id=Item%209B.%20Other%20Information) Key events include a credit facility refinancing, a Nasdaq non-compliance notice regarding bid price, and Board-approved retention payments for key executives - On March 25, 2025, the company received a notice from Nasdaq for failing to meet the minimum **$1.00 bid price** requirement and has **180 days** to regain compliance[666](index=666&type=chunk) - On July 24, 2025, the Board approved retention payments for key executives, including **$950,000** for CEO Irwin Simon, contingent on continued employment through August 31, 2026[667](index=667&type=chunk)[668](index=668&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=134&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reports no issues under this item - None[669](index=669&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=135&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[671](index=671&type=chunk)[672](index=672&type=chunk)[675](index=675&type=chunk) [Executive Compensation](index=135&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation and equity compensation plans is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[671](index=671&type=chunk)[673](index=673&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=135&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership by beneficial owners and management, and equity compensation plans, is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[671](index=671&type=chunk)[674](index=674&type=chunk)[675](index=675&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=135&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[671](index=671&type=chunk)[674](index=674&type=chunk)[675](index=675&type=chunk) [Principal Accounting Fees and Services](index=135&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[671](index=671&type=chunk)[674](index=674&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=136&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including an Exhibit Index of corporate governance documents, material contracts, and certifications - Financial Statement Schedules have been omitted because the required information is not applicable or is included in the financial statements or notes[676](index=676&type=chunk) - The Exhibit Index lists all documents filed as part of the report, including the Certificate of Incorporation, Bylaws, Indentures for convertible notes, employment agreements, and various certifications[677](index=677&type=chunk)[679](index=679&type=chunk)[681](index=681&type=chunk) [Form 10-K Summary](index=141&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company provides no summary under this item - None[686](index=686&type=chunk)