Tilray Brands Inc. Common Stock

We may not achieve the expected revenue or other benefits from the craft beer operations acquired from Anheuser-Busch.

Additional impairments of our goodwill, impairments of our We may experience difficulties intangible and other long-lived assets,egrating operations and changes in realizing the estimatxpected useful livebenefits of intangible assets could have a material adverse impact on our financial resultrecent acquisitions, including the HEXO arrangement and the Craft brands acquisitions.

We may experience difficultiehave to recognize significant impairments integrat the carrying Tilray and HEXOs operations and realizingvalue of our investment in the expectMedMen secured benefits convertible notes as a result of the ArrangementMedMens potential restructuring or liquidation undertakings.

Additional impairments of our goodwill, impairments of our intangible and other long-lived assets, and changes in the estimated useful lives of intangible assets could have a material adverse impact on our financial results.

Our business is dependent upon regulatory approvals and licenses, ongoing compliance and reporting obligations, and timely renewals.

Government regulation is evolving, and unfavorable changes or lack of commercial legalization could impact our ability to carry on our business as currently conducted and the potential expansion of our business.

Our production and processing facilities are integral to our business and adverse changes or developments affecting our facilities may have an adverse impact on our business.

We face intense competition, and anticipate competition will increase, which could hurt our business.

Regulations constrain our ability to market and distribute our products in Canada.

United States regulations relating to hemp-derived CBD products are , including Delta 9 beverages, are new and rapidly evolving, and changes may not develop in the timeframe or manner most favorable to our business objectives.

Changes in consumer preferences or public attitudes about alcohol could decrease demand for our beverage alcohol products.

SweetWater Brewing, Breckenridge and Montauk eaDistillery, Montauk Brewing and our recently-acquired craft beer brands each face substantial competition in the beer industry or the broader market for alcoholic beverage products which could impact our business and financial results.

We have a limited operating history and a history of net losses, and we may not achieve or maintain profitability in the future.

We are subject to litigation, arbitration and demands, which could result in significant liability and costs, and impact our resources and reputation.

Our strategic alliances and other third-party business relationships may not achieve the intended beneficial impact and expose us to risks.

We may not be able to successfully identify and execute future acquisitions, dispositions or other equity transactions or to successfully manage the impacts of such transactions on our operations.

We are subject to risks inherent in an agricultural business, including the risk of crop failure.

We depend on significant customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue could decline significantly.

Our products may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources.

Significant interruptions in our access to certain supply chains for key inputs such as raw materials, supplies, electricity, water and other utilities may impair our operations.

Management may not be able to successfully establish and maintain effective internal controls over financial reporting.

The price of our cCommon sStock in public markets has experienced and may continue to experience severe volatility and fluctuations.

The volatility of our stock and the stockholder base may hinder or prevent us from engaging in beneficial corporate initiatives.

The terms of our outstanding warrants may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant dilution to existing stockholders.

We may not have the ability to raise the funds necessary to settle conversions of the convertible securities in cash or to repurchase the convertible securities upon a fundamental change.

We are subject to other risks generally applicable to our industry and the conduct of our business.