0001437749-24-023774 | 10-K | XBRL Viewer

Investment [Text Block]

12.

Long-term investments

Long-term investments are comprised of the following items:

	*May 31,*		*May 31,*
	*2024*		*2023*
Equity investments measured at fair value	$	2,359	$	2,144
Equity investments under measurement alternative		5,500		5,651
Total	$	7,859	$	7,795

The Company’s equity investments at fair value consist of publicly traded shares, equity interest in non-traded companies and warrants held by the Company. The Company’s equity investments under measurement alternative include equity investments without readily determinable fair values. For the year ended May 31, 2024 the Company received proceeds of $nil on the sale of investments (2023-$nil, 2022-$nil) and recognized $217 in unrealized losses due to the change in fair value of investments (2023-$2,366 2022-$6,731), the remaining change in long-term investments is a result of currency translation recognized in other comprehensive income.

Note 24 - General and Administrative Expenses (Tables)

12 Months Ended

May 31, 2024

Schedule of General and Administrative Expenses [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Executive compensation	$	15,597		$	13,655		$	14,128
Office and general		28,460			27,845			27,153
Salaries and wages		68,076			57,228			51,693
Stock-based compensation		31,769			39,595			35,994
Insurance		12,586			12,033			17,536
Professional fees		5,345			7,166			13,047
(Gain) loss on sale of capital assets		(4,198	)		(48	)		(682	)
Insurance proceeds		—			—			(4,032	)
Travel and accommodation		5,138			4,530			4,203
Rent		4,585			3,155			3,761
Total	$	167,358		$	165,159		$	162,801

Note 29 - Financial Risk Management and Financial Instruments - Doubtful Accounts and Credit Losses (Details) - USD ($)
$ in Thousands

12 Months Ended

May 31, 2024

May 31, 2023

May 31, 2022

Allowance for doubtful accounts and credit loss provision

$ 6,641

$ 5,404

$ 4,571

Allowance for doubtful accounts and credit loss provision, movement

^[1]

1,073

1,237

833

Allowance for doubtful accounts and credit loss provision

$ 7,714

$ 6,641

$ 5,404

[1]	Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts.

Note 24 - General and Administrative Expenses (Details Textual) $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)
Gain (Loss) on Disposition of Assets	$ 4,198
Truss Beverage Company [Member]
Gain (Loss) on Disposition of Business	$ 3,957

Note 4 - Inventory (Tables)

12 Months Ended

May 31, 2024

Schedule of Inventory, Current [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
Beverage alcohol inventory	$	52,831	$	27,837
Plants		13,828		10,884
Dried cannabis		108,721		89,801
Cannabis trim		—		322
Cannabis derivatives		4,504		9,229
Cannabis vapes		4,132		1,173
Packaging and other inventory items		22,115		19,997
Distribution inventory		35,645		30,144
Wellness inventory		10,311		11,164
Total	$	252,087	$	200,551

Consolidated Statements of Financial Position - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Current assets
Cash and cash equivalents	$ 228,340	$ 206,632
Marketable securities	32,182	241,897
Accounts receivable, net	101,695	86,227
Inventory	252,087	200,551
Prepaids and other current assets	31,332	37,722
Assets held for sale	32,074	0
Total current assets	677,710	773,029
Capital assets	558,247	429,667
Operating lease, right-of-use assets	16,101	5,941
Intangible assets	915,469	973,785
Goodwill	2,008,884	2,008,843
Interest in equity investees	0	4,576
Long-term investments	7,859	7,795
Convertible notes receivable	32,000	103,401
Other assets	5,395	222
Total assets	4,221,665	4,307,259
Liabilities, Current [Abstract]
Bank indebtedness	18,033	23,381
Accounts payable and accrued liabilities	241,957	190,682
Contingent consideration	15,000	16,218
Warrant liability	3,253	1,817
Operating and Finance Lease Liability, Current	5,091	2,423
Current portion of long-term debt	15,506	24,080
Deduct - current portion	330	174,378
Total current liabilities	299,170	432,979
Liabilities, Noncurrent [Abstract]
Contingent consideration	0	10,889
Operating and Finance Lease Liability, Noncurrent	60,422	7,936
Long-term debt	158,352	136,889
Convertible debentures payable	129,583	221,044
Deferred tax liabilities, net	130,870	167,364
Other liabilities	90	215
Total liabilities	778,487	977,316
Commitments and contingencies (refer to Note 28)
Stockholders' equity
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 831,925,373 and 656,655,455 common shares issued and outstanding, respectively)	83	66
Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively)	0	0
Additional paid-in capital	6,146,810	5,777,743
Accumulated other comprehensive loss	(43,499)	(46,610)
Accumulated Deficit	(2,660,488)	(2,415,507)
Total Tilray Brands, Inc. stockholders' equity	3,442,906	3,315,692
Non-controlling interests	272	14,251
Total stockholders' equity	3,443,178	3,329,943
Total liabilities and stockholders' equity	$ 4,221,665	$ 4,307,259

Note 26 - Interest Expense, Net - Interest Income and Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Interest income	$ 12,831	$ 33,025	$ 11,736
Interest expense	(49,264)	(46,612)	(39,680)
Interest Income (Expense), Nonoperating	$ (36,433)	$ (13,587)	$ (27,944)

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Note 18 - Warrant Liability (Details Textual) - $ / shares	May 31, 2024	May 31, 2023
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 5.95	$ 5.95
Percentage of Daily Cash Penalty	1.00%
Class of Warrant or Right, Outstanding (in shares)	6,209,000	6,209,000
Fair Value, Inputs, Level 3 [Member]
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share)	$ 0.524
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input	4.04
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input	0.50
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Expected Term [Member]
Warrants and Rights Outstanding, Measurement Input	1.3
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Conversion Price [Member]
Warrants and Rights Outstanding, Measurement Input	1.61
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Share Price [Member]
Warrants and Rights Outstanding, Measurement Input	1.8
Maximum [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 1.61
Warrants to Purchase Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	1	1

Note 7 - Leases (Details Textual) - USD ($) $ in Thousands	12 Months Ended
Note 7 - Leases (Details Textual) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Lease, Cost	$ 4,582	$ 3,140
Sublease Income	$ 738	$ 662
Maximum [Member]
Lessee, Remaining Lease Term (Year)	20 years

Note 12 - Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Equity investments measured at fair value	$ 2,359	$ 2,144
Equity investments under measurement alternative	5,500	5,651
Total	$ 7,859	$ 7,795

Note 31 - Subsequent Events (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Jun. 13, 2024	May 31, 2024	May 31, 2023	May 31, 2022	May 17, 2024
Proceeds from Issuance of Common Stock		$ 8,619	$ 129,593	$ 262,509
At-the-Market Program [Member]
Equity Offering, Maximum Offering Amount					$ 250,000
Stock Issued During Period, Shares, Equity Financing (in shares)		5,327,843
Payments of Stock Issuance Costs		$ 1,325
Net Proceeds from Issuance of Common Stock		$ 8,619
At-the-Market Program [Member] \| Common Class 1 [Member] \| Subsequent Event [Member]
Stock Issued During Period, Shares, Equity Financing (in shares)	8,626,620
Proceeds from Issuance of Common Stock	$ 15,397
Payments of Stock Issuance Costs	320
Net Proceeds from Issuance of Common Stock	$ 15,077

Note 28 - Commitments and Contingencies (Tables)

12 Months Ended

May 31, 2024

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

	*Total*		*2025*		*2026*		*2027*		*2028*		*Thereafter*
Long-term debt repayment	$	174,666	$	15,507	$	43,232	$	11,764	$	68,672	$	35,491
Convertible debentures payable		172,830		330		—		172,500		—		—
Material purchase obligations		59,959		26,410		33,549		—		—		—
Construction commitments		575		575		—		—		—		—
Total	$	408,030	$	42,822	$	76,781	$	184,264	$	68,672	$	35,491

Note 28 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Debt instrument	$ 129,913	$ 395,422
Total	408,030
Total, 2024	42,822
Total, 2025	76,781
Total, 2026	184,264
Total, 2027	68,672
Total, thereafter	35,491
Material Purchase Obligations [Member]
Purchase obligations, total	59,959
Purchase obligations, 2024	26,410
Purchase obligations, 2025	33,549
Purchase obligations, 2026	0
Purchase obligations, 2027	0
Purchase obligations, thereafter	0
Capital Addition Purchase Commitments [Member]
Purchase obligations, total	575
Purchase obligations, 2024	575
Purchase obligations, 2025	0
Purchase obligations, 2026	0
Purchase obligations, 2027	0
Purchase obligations, thereafter	0
Long-term Debt, Excluding Convertible Debentures [Member]
Debt instrument	174,666	$ 161,707
Debt Instrument, 2024	15,507
Long-term debt repayment	43,232
Debt instrument, 2026	11,764
Debt instrument, 2027	68,672
Debt instrument, thereafter	35,491
Convertible Debentures [Member]
Debt instrument	172,830
Debt Instrument, 2024	330
Long-term debt repayment	0
Debt instrument, 2026	172,500
Debt instrument, 2027	0
Debt instrument, thereafter	$ 0

Note 14 - Bank Indebtedness

12 Months Ended

May 31, 2024

Short-Term Debt [Text Block]

14.

Bank indebtedness

Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000, which bears interest at the lender’s prime rate plus 75 basis points. As of May 31, 2024, the Company has not drawn on the line of credit. The operating line of credit is secured by a security interest on certain real property located at 265 Talbot St. West, Leamington, Ontario.

CC Pharma GmbH, a subsidiary of the Company, has two operating lines of credit for €7,000 and €500 each, which bear interest at Euro Short-Term Rate ("ESTR") plus 2.50% and Euro Interbank Offered Rate ("EURIBOR") plus 4.00%, respectively. As of May 31, 2024, a total of €7,438 ($8,033) was drawn down from the available credit of €7,500. The operating line of credit for €7,000 is secured by an interest in the inventory of CC Pharma GmbH as well as the Densborn facility and underlying real property. The operating line of credit for €500 is unsecured.

American Beverage Crafts Group Inc. ("ABC Group"), formerly known as Four Twenty Corporation, a subsidiary of the Company, has a revolving credit facility of $30,000, which bears interest at SOFR plus an applicable margin. As of May 31, 2024, the Company has drawn $10,000 on the revolving line of credit. The revolving credit facility is secured by ABC Group's assets and includes a corporate guarantee by a subsidiary of the Company.

Note 9 - Business Acquisitions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions						12 Months Ended
	Sep. 29, 2023 USD ($)	Aug. 03, 2023 USD ($)	Aug. 03, 2023 CAD ($)	Jun. 22, 2023 USD ($) $ / shares shares	Nov. 07, 2022 USD ($) shares	May 31, 2024 USD ($)	May 31, 2023 USD ($)
Acquisition of Montauk Brewing Company, Inc. [Member]
Business Combination, Consideration Transferred					$ 35,123
Payments to Acquire Businesses, Gross					28,701
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable					6,422
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High					18,000
Business Combination, Contingent Consideration, Liability					10,245
Business Acquisition, Pro Forma Revenue						$ 0	$ 12,100
Business Acquisition, Pro Forma Net Income (Loss)						0	1,100
Business Combination, Consideration Transferred, Liabilities Incurred					$ 10,245
Acquisition of Montauk Brewing Company, Inc. [Member] \| Common Class 2 [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares					1,708,521
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable					$ 6,422
HEXO [Member]
Business Combination, Consideration Transferred				$ 93,882
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares				39,705,962
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable				$ 63,927
Business Acquisition, Pro Forma Revenue						7,000	78,000
Business Acquisition, Pro Forma Net Income (Loss)						1,800	199,000
Business Combination, Consideration Transferred, Settlement of Convertible Notes Receivable				28,720
Business Combination, Consideration Transferred, Fair Value of Stock Based Compensation				$ 1,188
Business Combination, Common Share Exchange Ratio				0.4352
Business Combination, Preferred Share Exchange Ratio				0.7805
Business Acquisition, Share Price (in dollars per share) \| $ / shares				$ 1.61
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Litigation Settlement Accruals				$ 12,253
Truss Beverage Company [Member]
Payments to Acquire Businesses, Gross		$ 74	$ 0.1
Business Acquisition, Pro Forma Revenue						3,000	16,100
Business Acquisition, Pro Forma Net Income (Loss)						700	48,800
Business Acquisition, Percentage of Voting Interests Acquired		57.50%	57.50%
Truss Beverage Company [Member] \| Contingent Consideration [Member]
Business Combination, Consideration Transferred, Liabilities Incurred		$ 4,181
Business Combination, Contingent Consideration, Liability, Settlement Payment						760
Business Combination, Contingent Consideration, Gain/(Loss) from Change in Fair Value						3,683
Foreign Exchange Impact						262
Craft Beverage Business Acquisition [Member]
Payments to Acquire Businesses, Gross	$ 83,658
Business Acquisition, Pro Forma Revenue						55,000	155,000
Business Acquisition, Pro Forma Net Income (Loss)						$ 5,000	$ 2,400
Number of Brands Acquired	8
Working Capital Adjustment	$ 1,342
Craft Beverage Business Acquisition [Member] \| Delayed Draw Term Loan Agreement [Member]
Long-Term Debt	$ 20,000

Note 4 - Inventory (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Inventory Write-down	$ 0	$ 55,000	$ 67,000
Cannabis [Member]
Inventory Write-down	0	55,000
Purchase Price Accounting Step Up for Inventory Sold	7,628
Beverage Alcohol Inventory [Member]
Purchase Price Accounting Step Up for Inventory Sold	$ 4,602	$ 4,482

Note 4 - Inventory

12 Months Ended

May 31, 2024

Inventory Disclosure [Text Block]

4.	Inventory

Inventory is comprised of:

	*May 31,*		*May 31,*
	*2024*		*2023*
Beverage alcohol inventory	$	52,831	$	27,837
Plants		13,828		10,884
Dried cannabis		108,721		89,801
Cannabis trim		—		322
Cannabis derivatives		4,504		9,229
Cannabis vapes		4,132		1,173
Packaging and other inventory items		22,115		19,997
Distribution inventory		35,645		30,144
Wellness inventory		10,311		11,164
Total	$	252,087	$	200,551

Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. During the year ended May 31, 2024, the Company did not have any charges for inventory and inventory-related write downs outside of the normal course of business compared to the previous year Cannabis inventory write down of $55,000. Included in cost of goods sold for the year ended May 31, 2024 are $4,602 and $7,628 fair value step up adjustment under purchase accounting (PPA) for beverage alcohol and cannabis inventory sold in the year respectively, and $4,482 for beverage alcohol inventory for the year ended May 31, 2023.

Note 16 - Long-term Debt

12 Months Ended

May 31, 2024

Long-Term Debt [Text Block]

16.

Long-term debt

The following table sets forth the net carrying amount of long-term debt instruments:

	*May 31,*			*May 31,*
	*2024*			*2023*
Credit facility - C$66,000 - Canadian prime interest rate plus an applicable margin, 3-year term, with a 10-year amortization, repayable in blended monthly payments, due in November 2025	$	39,420		$	45,260
Term loan - C$25,000 - Canadian prime plus 1.00%, compounded monthly, 5-year term, with a 15-year amortization, repayable in equal monthly installments of C$181 including interest, due in July 2033		10,212			10,959
Term loan - C$25,000 - Canadian prime plus 1.00%, compounded monthly, 5-year term, with a 15-year amortization, repayable in equal monthly installments of C$196 including interest, due in July 2033		12,422			13,092
Term loan - C$1,250 - Canadian prime plus 1.50%, 5-year term, with a 10-year amortization, repayable in equal monthly installments of C$12 including interest, due in August 2026		263			346
Mortgage payable - C$3,750 - Canadian prime plus 1.50%, 5-year term, with a 20-year amortization, repayable in equal monthly installments of C$23 including interest, due in August 2026		2,089			2,104
Term loan ‐ €5,000 ‐ EURIBOR plus 2.15%, 5‐year term, repayable in quarterly installments of €250 plus interest, due in December 2023		—			803
Term loan ‐ €1,200 ‐ at 4.26%, 1‐year term, repayable in monthly installments of €100 plus interest, due in December 2023		—			755
Term loan ‐ €1,500 ‐ at 2.00%, 5‐year term, repayable in quarterly installments of €94 plus interest, due in April 2025		417			819
Term loan ‐ €3,500 ‐ at 4.59%, 5‐year term, repayable in monthly installments of €66 including interest, due in August 2028		3,151			1,706
Mortgage payable - $22,635 - EURIBOR rate plus 1.5%, 10-year term, repayable in monthly installments of $57 including interest, due in October 2030		20,066			20,863
Term loan - $90,000 - SOFR plus an applicable margin, 5-year term, repayable in quarterly installments of $875 to $1,750 due in June 2028		86,626			65,000
Carrying amount of long-term debt		174,666			161,707
Unamortized financing fees		(808	)		(738	)
Net carrying amount		173,858			160,969
Less principal portion included in current liabilities		(15,506	)		(24,080	)
Total noncurrent portion of long-term debt	$	158,352		$	136,889

On November 28, 2022, the Company, through its 51% owned subsidiary Aphria Diamond, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) amending and restating the existing credit facility in the aggregate principal amount of C$66,000. The Amended and Restated Credit Agreement extended the term of the existing credit facility to November 28, 2025. The principal amount of loans outstanding at the time of the amendment was C$66,000 and is secured by the property at 620 Country Road 14, Leamington, Ontario, owned by Aphria Diamond and a guarantee from Aphria Inc.

The term loan of C$25,000 was entered into on July 27, 2018 and is secured by the property at 223, 231, 239, 265, 269, 271 and 275 Talbot Street West, Leamington Ontario, a first position on a general security agreement, and an assignment of fire insurance to the lender.

The term loan of C$25,000 was entered into on May 9, 2017 and is secured by the property at 265 Talbot Street West, Leamington Ontario, a first position on a general security agreement, and an assignment of fire insurance to the lender.

The term loan of C$1,250 and mortgage payable of C$3,750 were entered into on July 22, 2016 and are secured by the property at 265 Talbot Street West, Leamington, Ontario and a first position on a general security agreement.

The Company entered into term loans in May 2020 and June 2023 for €1,500 and €3,500 through wholly owned subsidiary CC Pharma. These term loans are secured against the distribution inventory held by CC Pharma and by the land where the facility is located and the building.

On December 1, 2021, the Company acquired all the membership interests in Cheese Grits, LLC, a Georgia limited liability company that owns the SweetWater Brewing Company brewery and taproom in Atlanta, Georgia, which facility was previously leased to the Company. Cheese Grits, LLC, was owned by certain former equity holders of SweetWater and current employees. As part of this purchase, the Company through subsidiary Cheese Grits, LLC, acquired the mortgage payable which is secured against the Sweetwater brewery and taproom.

During the year ended May 31, 2024, ABC Group, repaid its $100,000 term loan and entered  into a new secured credit agreement, which is comprised of: (i) a $70,000 term loan facility, bearing interest at SOFR plus an applicable margin and having a maturity date of June 30, 2028 (the "ABC Group Term Loan"), and (ii) a $20,000 delayed draw term loan facility, issued on the same terms as the $70,000 term loan facility (the "ABC Group Delayed Draw Term Loan" and, together with the ABC Group Term Loan the "ABC Group Secured Credit Agreement"). The ABC Group Term Loan was fully drawn on June 30, 2023. The ABC Group Delayed Draw Term Loan was fully drawn on September 29, 2023 to fund part of the purchase price for the Craft Acquisition as described in Note 9 (Business acquisitions). Under the terms of the ABC Group Secured Credit Agreement, the Company pledged all of ABC Group and its subsidiaries' assets and the related equity interests, and Tilray Brands, Inc. provided a limited guarantee, as well as requiring the lenders approval to transfer assets to Tilray Brands, Inc.

The Company maintains, certain financial covenants or minimum balances in certain cash operating accounts, as at May 31, 2024, the Company was in compliance with all the long-term debt covenants.

Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)	May 31, 2024 CAD ($)	May 31, 2024 EUR (€)	May 31, 2023 USD ($)	May 31, 2023 CAD ($)	May 31, 2023 EUR (€)	May 31, 2024 CAD ($)	May 31, 2024 EUR (€)	May 31, 2023 CAD ($)	May 31, 2023 EUR (€)
Credit Facility Due in November 2025 [Member]
Face amount							$ 66,000		$ 66,000
Term (Year)	3 years	3 years	3 years	3 years	3 years	3 years
Amortization period (Year)	10 years	10 years	10 years	10 years	10 years	10 years
Maturity	Nov. 30, 2025	Nov. 30, 2025	Nov. 30, 2025	Nov. 30, 2025	Nov. 30, 2025	Nov. 30, 2025
Term Loan Due in July 2033 [Member]
Face amount							25,000		25,000
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Amortization period (Year)	15 years	15 years	15 years	15 years	15 years	15 years
Maturity	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033
Periodic payment		$ 181			$ 181
Term Loan Due in July 2033 [Member] \| Prime Rate [Member]
Variable rate	1.00%	1.00%	1.00%	1.00%	1.00%	1.00%
Term Loan Due in July 2033 Two [Member]
Face amount							25,000		25,000
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Amortization period (Year)	15 years	15 years	15 years	15 years	15 years	15 years
Maturity	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033	Jul. 31, 2033
Variable rate	1.00%	1.00%	1.00%	1.00%	1.00%	1.00%
Periodic payment		$ 196			$ 196
Term Loan Due in August 2026 [Member]
Face amount							1,250		1,250
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Amortization period (Year)	10 years	10 years	10 years	10 years	10 years	10 years
Maturity	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026
Periodic payment		$ 12			$ 12
Term Loan Due in August 2026 [Member] \| Prime Rate [Member]
Variable rate	1.50%	1.50%	1.50%	1.50%	1.50%	1.50%
Mortgage Payable Due in August 2026 [Member]
Face amount							$ 3,750		$ 3,750
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Amortization period (Year)	20 years	20 years	20 years	20 years	20 years	20 years
Maturity	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026	Aug. 31, 2026
Periodic payment		$ 23			$ 23
Mortgage Payable Due in August 2026 [Member] \| Prime Rate [Member]
Variable rate	1.50%	1.50%	1.50%	1.50%	1.50%	1.50%
Term Loan Due in December 2023, One [Member]
Face amount \| €								€ 5,000		€ 5,000
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Maturity	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023
Periodic payment \| €			€ 250			€ 250
Term Loan Due in December 2023, One [Member] \| Euro Interbank Offered Rate [Member]
Variable rate	2.15%	2.15%	2.15%	2.15%	2.15%	2.15%
Term Loan Due in December 2023, Two [Member]
Face amount \| €								€ 1,200		€ 1,200
Term (Year)	1 year	1 year	1 year	1 year	1 year	1 year
Maturity	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2023
Periodic payment \| €			€ 100			€ 100
Rate	4.26%			4.26%			4.26%	4.26%	4.26%	4.26%
Term Loan Due in April 2025 [Member]
Face amount \| €								€ 1,500		€ 1,500
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Maturity	Apr. 30, 2025	Apr. 30, 2025	Apr. 30, 2025	Apr. 30, 2025	Apr. 30, 2025	Apr. 30, 2025
Periodic payment \| €			€ 94			€ 94
Rate	2.00%			2.00%			2.00%	2.00%	2.00%	2.00%
Term Loan Due in August 2028 [Member]
Face amount \| €								€ 3,500		€ 3,500
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Maturity	Aug. 31, 2028	Aug. 31, 2028	Aug. 31, 2028	Aug. 31, 2028	Aug. 31, 2028	Aug. 31, 2028
Periodic payment \| €			€ 66			€ 66
Rate	4.59%			4.59%			4.59%	4.59%	4.59%	4.59%
Mortgage Payable Due in October 2030 [Member]
Face amount	$ 22,635			$ 22,635
Term (Year)	10 years	10 years	10 years	10 years	10 years	10 years
Maturity	Oct. 31, 2030	Oct. 31, 2030	Oct. 31, 2030	Oct. 31, 2030	Oct. 31, 2030	Oct. 31, 2030
Periodic payment	$ 57			$ 57
Mortgage Payable Due in October 2030 [Member] \| Euro Interbank Offered Rate [Member]
Variable rate	1.50%	1.50%	1.50%	1.50%	1.50%	1.50%
Term Loan Due in June 2028 [Member]
Face amount	$ 90,000			$ 90,000
Term (Year)	5 years	5 years	5 years	5 years	5 years	5 years
Maturity	Jun. 30, 2028	Jun. 30, 2028	Jun. 30, 2028	Jun. 30, 2028	Jun. 30, 2028	Jun. 30, 2028
Term Loan Due in June 2028 [Member] \| Minimum [Member]
Periodic payment	$ 875			$ 875
Term Loan Due in June 2028 [Member] \| Maximum [Member]
Periodic payment	$ 1,750			$ 1,750

Note 3 - Significant Accounting Policies - Useful Lives of Intangible Assets (Details)	May 31, 2024
Customer Relationships & Distribution Channel [Member] \| Minimum [Member]
Intangible Asset, Useful Life (Year)	14 years
Customer Relationships & Distribution Channel [Member] \| Maximum [Member]
Intangible Asset, Useful Life (Year)	16 years
Licenses, Permits and Applications [Member] \| Minimum [Member]
Intangible Asset, Useful Life (Year)	90 months
Intellectual Property, Trademarks and Brands [Member] \| Minimum [Member]
Intangible Asset, Useful Life (Year)	15 months
Intellectual Property, Trademarks and Brands [Member] \| Maximum [Member]
Intangible Asset, Useful Life (Year)	25 years
Know How [Member] \| Maximum [Member]
Intangible Asset, Useful Life (Year)	5 years

Note 20 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Balance	$ 3,329,943	$ 4,441,366	$ 4,465,313
Other comprehensive loss	3,121	(8,356)	(196,734)
Balance	3,443,178	3,329,943	4,441,366
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	(46,610)	54,413	156,417
Other comprehensive loss	3,111	(101,023)	(102,004)
Balance	(43,499)	(46,610)	54,413
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]
Balance	0	(75,177)	(3,749)
Other comprehensive loss	0	75,177	(71,428)
Balance	0	0	(75,177)
Unrealized Loss on Available for Sale Debt Securities [Member]
Balance	(46,610)	(20,764)	152,668
Other comprehensive loss	3,111	(25,846)	(173,432)
Balance	$ (43,499)	$ (46,610)	$ (20,764)

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

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Note 21 - Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Current assets	$ 677,710	$ 773,029
Current liabilities	(299,170)	(432,979)
Superhero Acquisition LP [Member]
Current assets	0	0
Non-current assets	32,000	74,681
Current liabilities	0	0
Non-current liabilities	0	0
Net assets	32,000	74,681
CC Pharma Nordic ApS [Member]
Current assets	12	114
Non-current assets	0	0
Current liabilities	(9)	(1,166)
Non-current liabilities	0	0
Net assets	3	(1,052)
Aphria Diamond [Member]
Current assets	95,720	127,689
Non-current assets	124,675	135,085
Current liabilities	(130,945)	(142,554)
Non-current liabilities	(24,482)	(53,197)
Net assets	64,968	67,023
ColCanna S.A.S. [Member]
Current assets	3	224
Non-current assets	3,637	3,307
Current liabilities	(6,913)	(6,697)
Non-current liabilities	(1,452)	(1,428)
Net assets	(4,725)	(4,594)
Subsidiaries [Member]
Current assets	95,735	128,027
Non-current assets	160,312	213,073
Current liabilities	(137,867)	(150,417)
Non-current liabilities	(25,934)	(54,625)
Net assets	$ 92,246	$ 136,058

Note 1 - Description of Business

12 Months Ended

May 31, 2024

Business Description and Basis of Presentation [Text Block]

1.	Description of business

Tilray Brands, Inc., and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, or “us”) is a leading global cannabis-lifestyle and consumer products company headquartered in Leamington, Ontario, Canada, and New York with operations in Canada, the United States, Europe, Australia, New Zealand and Latin America. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation and distribution, Tilray’s production platform supports over 20 brands in over 20 countries, including alcoholic beverages, comprehensive cannabis offerings, and hemp-based foods.

On January 10, 2022, Tilray, Inc. changed its corporate name to Tilray Brands, Inc., pursuant to a second certificate of amendment of the amended and restated certificate of incorporation filed with the Delaware Secretary of State (the “Name Change”), and amended and restated its bylaws on that same date to reflect the Name Change.

Note 20 - Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

May 31, 2024

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

				*Unrealized*
	*Foreign*			*loss on*
	*currency*			*convertible*
	*translation*			*notes*
	*gain (loss)*			*receivables*			*Total*
Balance May 31, 2021	$	156,417		$	(3,749	)	$	152,668
Other comprehensive loss		(102,004	)		(71,428	)		(173,432	)
Balance May 31, 2022	$	54,413		$	(75,177	)	$	(20,764	)
Other comprehensive (loss) reversal		(101,023	)		75,177			(25,846	)
Balance May 31, 2023	$	(46,610	)	$	—		$	(46,610	)
Other comprehensive loss		3,111			—			3,111
Balance May 31, 2024	$	(43,499	)	$	—		$	(43,499	)

Note 23 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Cost of goods sold	$ 565,591	$ 480,164	$ 511,555
Beverage Alcohol Business [Member]
Cost of goods sold	113,522	48,770	32,033
Cannabis Segment [Member]
Cost of goods sold	182,594	162,755	194,834
Distribution Business [Member]
Cost of goods sold	230,596	231,309	243,231
Wellness Business [Member]
Cost of goods sold	$ 38,879	$ 37,330	$ 41,457

Note 6 - Capital Assets - USD ($)
$ in Thousands

12 Months Ended

May 31, 2024

May 31, 2023

May 31, 2022

Income Statement [Abstract]

Asset Impairment Charges

$ 0

$ 934,001

$ 378,241

Property, Plant and Equipment Disclosure [Text Block]

6.	Capital assets

Capital asset consisted of the following:

	*May 31,*			*May 31,*
	*2024*			*2023*
Land	$	45,577		$	30,635
Production facility		369,630			344,627
Equipment		258,532			185,422
Leasehold improvement		19,377			7,753
Finance lease, right-of-use assets		43,993			—
Construction in progress		10,713			8,048
	$	747,822		$	576,485
Less: accumulated amortization		(189,575	)		(146,818	)
Total	$	558,247		$	429,667

The Company performs ongoing assessments whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. During the year ended May 31, 2024, there were no indicators that an asset group was not recoverable and as a result there were $nil impairments during the year ended May 31, 2024. During the year ended May 31, 2023, the Company recorded non-cash impairments of $81,500 on its production facility in Canada and $22,500 on its equipment.

Assets held for sale consisted of the following:

	*May 31,*		*May 31,*
	*2024*		*2023*
Land	$	954	$	—
Production facility		24,682		—
Equipment		6,438		—
	$	32,074	$	—

On June 22, 2023, the Company acquired HEXO and recognized the Kirkland lake property as held for sale on the acquisition date, see Note 9 (Business combinations). The property was sold during the fiscal year ended May 31, 2024.

During the year ended May 31, 2024, the Company classified the following assets from its Cannabis reporting segment, which includes its Quebec cultivation facility, the Fort Collins warehouse facility, and Broken Coast's former Duncan cultivation facility as held for sale. Through the assessment of facility capacity utilization, it was determined that these facilities would be exited and held for sale. It is expected that the sale of these assets will be completed within twelve months from the period they were classified as held for sale.

Note 19 - Stockholders' Equity (Details Textual)					12 Months Ended
Note 19 - Stockholders' Equity (Details Textual)	Oct. 02, 2023 USD ($)	Sep. 12, 2023 USD ($) shares	Jun. 22, 2023	Jul. 12, 2022 USD ($)	May 31, 2024 USD ($) shares	May 31, 2023 USD ($) shares	May 31, 2022 USD ($)	May 31, 2021 USD ($)	Apr. 30, 2021 shares
Common Stock, Shares Authorized (in shares)					1,198,000,000	980,000,000
Preferred Stock, Shares Authorized (in shares)					10,000,000	10,000,000
Common Stock, Shares, Issued (in shares)					831,925,373	656,655,455
Preferred Stock, Shares Issued (in shares)					0	0
Stock Issued During Period, Value, Settlement of Financing Liability \| $					$ 21,487,000	$ 12,467,000	$ (7,484,000)
Repayments of Convertible Debt \| $					$ 107,330,000	187,394,000	88,026,000
Stock Issued During Period, Value, Equity Financing \| $						129,593,000	262,509,000
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)					4,351,237
Share-Based Payment Arrangement, Expense \| $					$ 31,769,000	$ 39,595,000	$ 35,994,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)					244,193	371,182
Common Stock, Shares, Outstanding (in shares)					831,925,373	656,655,455
Preferred Stock, Shares Outstanding (in shares)					0	0
HEXO [Member]
Business Combination, Common Share Exchange Ratio			0.4352
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member]
Stock Issued During Period, Value, Issued for Services \| $					$ 500,000
Stock Granted, Fair Value Share Based Compensation \| $					$ 1,000,000
Common Stock, Capital Shares Reserved for Future Issuance (in shares)									9,806,851
Common Stock Capital Shares Reserved For Future Issuance, Annual Automatic Increase Percentage					4.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					0	0
Predecessor Plan [Member] \| Aphria [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					0	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)					434,212
Predecessor Plan [Member] \| HEXO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)					1,144,218
Business Combination, Common Share Exchange Ratio					0.4352
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Converted Upon Acquisition, Number (in shares)					1,267,793
Share-Based Payment Arrangement, Plan Modification, Incremental Cost \| $								$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number (in shares)					1,120,768
Time-based Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					13,680,556	6,004,995
Performance-based Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					7,566,146	2,634,744
Restricted Stock Units (RSUs) [Member] \| Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)					3 years
Restricted Stock Units (RSUs) [Member] \| Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)					4 years
Stock Appreciation Rights (SARs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)					0
Stock Appreciation Rights (SARs) [Member] \| Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)					0
Stock Appreciation Rights (SARs) [Member] \| Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)					10 years
At-the-Market Program [Member]
Stock Issued During Period, Shares, Equity Financing (in shares)					5,327,843
Stock Issued During Period, Value, Equity Financing \| $					$ 9,944,000
Payments of Stock Issuance Costs \| $					1,325,000
Net Proceeds from Issuance of Common Stock \| $					$ 8,619,000
HT Investments MA LLC Note [Member]
Stock Issued During Period, Shares, For Derivative Settlement (Downside Protection) (in shares)					17,148,541
HT Investments MA LLC Note [Member] \| Derivative Settlement [Member]
Stock Issued During Period, Shares, For Derivative Settlement (Downside Protection) (in shares)					1,032,616
HTI Convertible Note Payable [Member]
Repayments of Convertible Debt \| $				$ 50,000,000
Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member]
Stock Issued During Period, Shares, Legal Settlement (in shares)					1,573,152
TLRY 23 [Member]
Repayments of Convertible Debt \| $	$ 107,331,000	$ 610,000
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares)		7,000,000			7,000,000
Convertible Debt Instrument, Repurchase Amount \| $					$ 20,000,000
APHA 24 [Member]
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares)					73,484,147
Convertible Debt Instrument, Repurchase Amount \| $					$ 349,670,000
Aphria Diamond [Member]
Stock Issued During Period, Shares, Settlement of Dividend Payable (in shares)					24,780,994
HEXO [Member]
Stock Issued During Period, Shares, Purchase of Assets (in shares)					39,705,962
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares)					865,426
Stock Issued During Period, Value, Settlement of Financing Liability \| $					$ 1,500,000

Note 7 - Leases - Schedule of Maturity (Details) $ in Thousands	May 31, 2024 USD ($)
2025, operating	$ 5,821
2025, finance	4,036
2026, operating	5,540
2026, finance	4,036
2027, operating	4,893
2027, finance	4,036
2028, operating	3,997
2028, finance	4,036
Thereafter, operating	6,101
Thereafter, finance	79,993
Total minimum lease payments, operating	26,352
Total minimum lease payments	96,137
Imputed interest, operating	(5,879)
Imputed interest	(51,097)
Obligations recognized, operating	20,473
Obligations recognized	$ 45,040

Note 27 - Non-operating Income (Expense) (Tables)

12 Months Ended

May 31, 2024

Schedule of Other Nonoperating Income (Expense) [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Change in fair value of convertible debenture payable	$	(19,736	)	$	(43,651	)	$	163,670
Change in fair value of warrant liability		(1,436	)		12,438			63,913
Foreign exchange (loss) gain		(4,086	)		(25,535	)		(28,383	)
Loss on long-term investments		(217	)		(2,190	)		(6,737	)
Other non-operating (losses) gains, net		(12,367	)		(7,971	)		5,208
	$	(37,842	)	$	(66,909	)	$	197,671

Note 13 - Income Taxes and Deferred Income Taxes (Tables)

12 Months Ended

May 31, 2024

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
United States	$	(126,735	)	$	(506,984	)	$	(233,697	)
Canada		(106,822	)		(912,717	)		(81,772	)
Other countries		(15,463	)		(30,480	)		(125,205	)
	$	(249,020	)	$	(1,450,181	)	$	(440,674	)

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Current:
United States	$	497		$	226		$	262
Canada		10,819			26,290			23,268
Other countries		940			(62	)		479
	$	12,256		$	26,454		$	24,009

Deferred:
United States	$	(723	)	$	(4,055	)	$	520
Canada		(33,422	)		(24,364	)		(17,154	)
Other countries		(4,727	)		(5,216	)		(13,917	)
	$	(38,872	)	$	(33,635	)	$	(30,551	)
Income tax benefits, net	$	(26,616	)	$	(7,181	)	$	(6,542	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Loss before net income taxes:	$	(249,020	)	$	(1,450,181	)	$	(440,674	)
Income tax benefits at statutory rate		(51,325	)		(304,538	)		(92,542	)
Tax impact of foreign operations		(5,661	)		(25,857	)		81,316
Foreign exchange and other		1,959			13,434			14,941
Non-deductible expenses		6,147			3,982			6,404
Non-deductible (taxable) losses		(682	)		23,150			748
Changes in enacted rates		2,394			(816	)		—
Change in fair value of warrant liability		302			(2,612	)		(13,359	)
Stock based and other compensation		—			—			994
Change in valuation allowance		20,250			285,698			17,255
Impact on convertible debenture and other differences		—			378			(22,299	)

Income tax benefits, net	$	(26,616	)	$	(7,181	)	$	(6,542	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*May 31,*
	*2024*			*2023*
Deferred assets
Operating loss carryforwards - United States	$	104,377		$	85,259
Operating loss carryforwards - Canada		366,720			145,111
Operating loss carryforwards - Other Countries		18,518			18,787
Capital loss carryforwards		34,355			34,355
Intangible assets		229,953			244,227
Property and equipment		34,578			46,400
Currently nondeductible interest		—			2,812
Investments and convertible notes receivable		45,685			66,718
Investment tax credits and related pool balance		23,132			22,054
Other		46,151			50,074
Total Deferred tax assets		903,469			715,797
Less valuation allowance		(789,839	)		(625,368	)
Net deferred tax assets		113,630			90,429
Deferred tax liabilities
Property and equipment		(18,814	)		(18,129	)
Intangible assets		(218,020	)		(225,460	)
Convertible Senior Notes Due 2023		(2,229	)		(14,204	)
Other Deferred Items		(5,437	)		—
Total deferred tax liabilities		(244,500	)		(257,793	)
Net deferred tax liability	$	(130,870	)	$	(167,364	)

Note 21 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Net loss	$ (222,404)	$ (1,443,000)	$ (434,132)
Other comprehensive (loss) income	3,121	(8,356)	(196,734)
Net comprehensive (loss) income	(219,283)	(1,451,356)	(630,866)
Comprehensive (loss) income attributable to NCI	22,587	27,146	19,367
Subsidiaries [Member]
Revenue	103,331	161,580	148,677
Total expenses	82,349	250,798	66,382
Net loss	20,982	(89,218)	82,295
Other comprehensive (loss) income	(172)	35,153	(77,821)
Net comprehensive (loss) income	20,810	(54,065)	4,474
Comprehensive (loss) income attributable to NCI	17,251	15,725	14,202
Additional income attributable to NCI	5,336	11,421
Net comprehensive (loss) income attributable to NCI	22,587	27,146
Superhero Acquisition LP [Member]
Revenue	0	0	0
Total expenses	42,681	107,297	(11,180)
Net loss	(42,681)	(107,297)	11,180
Other comprehensive (loss) income	0	70,778	(70,778)
Net comprehensive (loss) income	$ (42,681)	$ (36,519)	$ (59,598)
Non-controlling interest %	32.00%	32.00%	32.00%
Comprehensive (loss) income attributable to NCI	$ (13,658)	$ (11,686)	$ (19,071)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	(13,658)	(11,686)
CC Pharma Nordic ApS [Member]
Revenue	0	126	354
Total expenses	(1,064)	748	470
Net loss	1,064	(622)	(116)
Other comprehensive (loss) income	(9)	(21)	47
Net comprehensive (loss) income	$ 1,055	$ (643)	$ (69)
Non-controlling interest %	25.00%	25.00%	25.00%
Comprehensive (loss) income attributable to NCI	$ 264	$ (161)	$ (17)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	264	(161)
Aphria Diamond [Member]
Revenue	103,331	161,453	148,323
Total expenses	40,935	85,460	77,057
Net loss	62,396	75,993	71,266
Other comprehensive (loss) income	171	(961)	(2,353)
Net comprehensive (loss) income	$ 62,567	$ 75,032	$ 68,913
Non-controlling interest %	49.00%	49.00%	49.00%
Comprehensive (loss) income attributable to NCI	$ 30,658	$ 36,766	$ 33,767
Additional income attributable to NCI	5,336	11,421
Net comprehensive (loss) income attributable to NCI	35,994	48,187
ColCanna S.A.S. [Member]
Revenue	0	1	0
Total expenses	(203)	57,293	35
Net loss	203	(57,292)	(35)
Other comprehensive (loss) income	(334)	(34,643)	(4,737)
Net comprehensive (loss) income	$ (131)	$ (91,935)	$ (4,772)
Non-controlling interest %	10.00%	10.00%	10.00%
Comprehensive (loss) income attributable to NCI	$ (13)	$ (9,194)	$ (477)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	$ (13)	$ (9,194)

Note 21 - Non-controlling Interests (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022	Nov. 28, 2022	Aug. 31, 2021
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ 22,587	$ 27,146	$ 19,367
Subsidiaries [Member]
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	17,251	15,725	14,202
Subsidiaries [Member] \| Wholesale Cannabis Supply Agreement [Member]
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ (15,000)
Superhero Acquisition LP [Member]
Noncontrolling Interest, Ownership Percentage by Parent	68.00%				68.00%
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ (13,658)	(11,686)	(19,071)
CC Pharma Nordic ApS [Member]
Noncontrolling Interest, Ownership Percentage by Parent	75.00%
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ 264	(161)	(17)
Aphria Diamond [Member]
Noncontrolling Interest, Ownership Percentage by Parent	51.00%			51.00%
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ 30,658	36,766	33,767
ColCanna S.A.S. [Member]
Noncontrolling Interest, Ownership Percentage by Parent	90.00%
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ (13)	$ (9,194)	$ (477)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Note 24 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Executive compensation	$ 15,597	$ 13,655	$ 14,128
Office and general	28,460	27,845	27,153
Salaries and wages	68,076	57,228	51,693
Share-Based Payment Arrangement, Expense	31,769	39,595	35,994
Insurance	12,586	12,033	17,536
Professional fees	5,345	7,166	13,047
Gain on sale of capital assets	(4,198)	(48)	(682)
Insurance proceeds	0	0	(4,032)
Travel and accommodation	5,138	4,530	4,203
Rent	4,585	3,155	3,761
Total	$ 167,358	$ 165,159	$ 162,801

Note 25 - Restructuring (Details Textual) - USD ($)	12 Months Ended
Note 25 - Restructuring (Details Textual) - USD ($)	May 31, 2024	May 31, 2023	May 31, 2022
Restructuring Costs	$ 15,581,000	$ 9,245,000	$ 795,000
Restructuring Charges	15,581,000	9,245,000	795,000
Tilray Inc And Aphria Inc [Member]
Restructuring Charges			$ 795,000
Employee Severance [Member] \| Cost Reduction [Member]
Restructuring Costs	482,000
Employee Severance [Member] \| Cost Optimization [Member] \| Distribution Business [Member]
Restructuring Costs		2,663,000
Employee Severance [Member] \| HEXO Acquisition [Member]
Restructuring Costs	10,174,000
Facility Closing [Member] \| CANADA
Restructuring and Related Cost, Incurred Cost		1,512,000,000
Facility Closing [Member] \| Distribution Business [Member]
Restructuring and Related Cost, Incurred Cost		2,195,000,000
Facility Closing [Member] \| Cost Optimization [Member] \| Distribution Business [Member]
Restructuring Costs		1,599,000
Facility Closing [Member] \| Truss Beverage Company [Member]
Restructuring Costs	3,549,000
One-time Termination Benefits [Member] \| Cost Optimization [Member] \| Distribution Business [Member]
Restructuring Costs	$ 1,376,000
Contract Termination [Member] \| Cost Optimization [Member] \| Distribution Business [Member]
Restructuring Costs		$ 1,276

Note 29 - Financial Risk Management and Financial Instruments (Tables)

12 Months Ended

May 31, 2024

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2024*
Financial assets
Cash and cash equivalents	$	228,340	$	—	$	—		$	228,340
Marketable securities		32,182		—		—			32,182
Convertible notes receivable		—		—		32,000			32,000
Equity investments measured at fair value		919		1,440		5,500			7,859
Financial liabilities
Warrant liability		—		—		(3,253	)		(3,253	)
Contingent consideration		—		—		(15,000	)		(15,000	)
APHA 24 Convertible debenture		—		—		(330	)		(330	)
Total recurring fair value measurements	$	261,441	$	1,440	$	18,917		$	281,798

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	206,632	$	—	$	—		$	206,632
Marketable Securities		241,897		—		—			241,897
Convertible notes receivable		—		—		103,401			103,401
Equity investments measured at fair value		1,056		1,088		5,651			7,795
Financial liabilities
Warrant liability		—		—		(1,817	)		(1,817	)
Contingent consideration		—		—		(27,107	)		(27,107	)
APHA 24 Convertible debenture		—		—		(120,568	)		(120,568	)
Total recurring fair value measurements	$	449,585	$	1,088	$	(40,440	)	$	410,233

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

													*APHA 24*
	*Convertible*			*Equity*			*Warrant*			*Contingent*			*Convertible*
	*notes receivable*			*Investments*			*Liability*			*Consideration*			*Debt*
Balance, May 31, 2023	$	103,401		$	5,651		$	(1,817	)	$	(27,107	)	$	(120,568	)
Additions/(Repayments)		—			—			—			(4,181	)		136,410
Redemption		(28,720	)		—			—			760			—
Unrealized gain (loss) on fair value		—			(151	)		(1,436	)		15,528			(16,172	)
Impairments		(42,681	)		—			—			—			—
Balance, May 31, 2024	$	32,000		$	5,500		$	(3,253	)	$	(15,000	)	$	(330	)

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

		Significant
	*Valuation*	*unobservable*
Financial asset / financial liability	*technique*	*input*	*Inputs*
APHA Convertible debentures	Black-Scholes	Volatility,	50%
		expected life (in years)	0.0
Warrant liability	Black-Scholes	Volatility,	50%
		expected life (in years)	1.3
Contingent consideration	Discounted cash flows	Discount rate,	11%
		achievement	95%

Accounts Receivable, Noncurrent, Past Due [Table Text Block]

	*Total*		*0-30 days*			*31-60 days*			*61-90 days*			*90+ days*
Accounts receivable, net	$	101,695	$	86,435		$	3,042		$	893		$	11,325
				85	%		3	%		1	%		11	%

Accounts Receivable, Allowance for Credit Loss [Table Text Block]

	*Balance at the beginning of period*		Movement during the year⁽¹⁾		*Balance at end of period*
Fiscal year ended May 31, 2024
Allowance for doubtful accounts and credit loss provision		$ 6,641		$ 1,073		$ 7,714
Fiscal year ended May 31, 2023
Allowance for doubtful accounts and credit loss provision		5,404		1,237		6,641
Fiscal year ended May 31, 2022
Allowance for doubtful accounts and credit loss provision		4,571		833		5,404

Note 8 - Intangible Assets - USD ($)
$ in Thousands

12 Months Ended

May 31, 2024

May 31, 2023

May 31, 2022

Income Statement [Abstract]

Asset Impairment Charges

$ 0

$ 934,001

$ 378,241

Intangible Assets Disclosure [Text Block]

8.	Intangible assets

Intangible assets are comprised of the following items

	*May 31,*			*May 31,*
	*2024*			*2023*
Customer relationships & distribution channel	$	603,939		$	614,062
Licenses, permits & applications		368,057			366,793
Non-compete agreements		12,403			12,394
Intellectual property, trademarks, knowhow & brands		608,672			583,468
		1,593,071		$	1,576,717
Less: accumulated amortization		(261,758	)		(187,088	)
Less: impairments		(415,844	)		(415,844	)
Total	$	915,469		$	973,785

The Company performed the annual impairment test during the fourth quarter ended May 31, 2024, and determined there were no impairments to indefinite-lived intangible assets during the year ended May 31, 2024. A reasonably possible change in any of the inputs within the determination of fair value would not result in a material change to this determination of no impairment expense recognized during the year ended May 31, 2024.

In the year ended May 31, 2023, the Company recorded non-cash impairments of $110,000 of its customer relationships & distribution channel, $55,000 of its licenses, permits & applications, which were considered indefinite-lived intangible assets and $40,000 of its intellectual property, trademarks, knowhow & brands as a result of the decline in market share in its Canadian cannabis business with certain product lines and customers. In calculating the 2023 impairment amount, using an income approach, the Company used a discount rate of 13.50%, increased from 11.21% used in the May 31, 2022 annual assessment, a terminal growth rate of 2%-5% consistent with the rate used in the May 31, 2022 annual assessment, and an average revenue growth rate of 0%-40% over 5 years to correlate with the cash flows anticipated with the individual intangible assets that were assessed, while these assets have not been assessed individually in the past the associated cash flows were included in the May 31, 2022 goodwill annual assessment which used an average growth rate of 46%. A reasonably possible change in any of the inputs within the determination of fair value would not result in a material change to the impairment recorded.

During the year ended May 31, 2022, there were impairments of $110,033 on licenses, permits and applications and $85,471 on intellectual property, trademarks, knowhow & brands.

As of May 31, 2024, included in licenses, permits & applications is $182,851 of indefinite-lived intangible assets. As of May 31, 2023, there was $181,093 of indefinite-lived intangible assets included in Licenses, permits & applications.

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

	*Amortization*
2025	$	75,988
2026		75,988
2027		75,988
2028		75,988
2029		75,988
Thereafter		352,678
Total	$	732,618

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	May 31, 2024	Jul. 25, 2024	Nov. 30, 2023
Document Information [Line Items]
Entity Central Index Key	0001731348
Entity Registrant Name	Tilray Brands, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Document Type	10-K
Document Annual Report	true
Document Period End Date	May 31, 2024
Document Transition Report	false
Entity File Number	001-38594
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-4310622
Entity Address, Address Line One	265 Talbot Street West
Entity Address, City or Town	Leamington
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	N8H 5L4
City Area Code	844
Local Phone Number	845-7291
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TLRY
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,300,000,000
Entity Common Stock, Shares Outstanding		842,961,757
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Toronto, Canada
Auditor Firm ID	2024

Note 10 - Goodwill (Tables)

12 Months Ended

May 31, 2024

Schedule of Goodwill [Table Text Block]

	*May 31,*			*May 31,*
Reporting Unit	*2024*			*2023*
Cannabis	$	2,640,669		$	2,640,669
Distribution		4,458			4,458
Beverage alcohol		120,802			120,802
Wellness		77,470			77,470
Effect of foreign exchange		7,916			7,875
Impairments		(842,431	)		(842,431	)
Total	$	2,008,884		$	2,008,843

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Note 30 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Capital assets	$ 558,247	$ 429,667
UNITED STATES
Capital assets	141,314	63,925
CANADA
Capital assets	313,359	255,248
EMEA [Member]
Capital assets	99,921	107,131
Rest of World [Member]
Capital assets	$ 3,653	$ 3,363

Note 17 - Convertible Debentures Payable (Tables)

12 Months Ended

May 31, 2024

Convertible Debt [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
5.20% Convertible Notes ("TLRY 27")	$	129,583	$	100,476
HTI Convertible Note		—		47,834
5.25% Convertible Notes ("APHA 24")		330		120,568
5.00% Convertible Notes ("TLRY 23")		—		126,544
Total		129,913		395,422
Deduct - current portion		330		174,378
Total convertible debentures payable, non current portion	$	129,583	$	221,044

	*May 31,*		*May 31,*
	*2024*		*2023*
4.00% Contractual debenture	$	—	$	50,000
Unamortized discount		—		(2,166	)
Net carrying amount	$	—	$	47,834

	*May 31,*			*May 31,*
	*2024*			*2023*
5.20% Contractual debenture	$	172,500		$	150,000
Unamortized discount		(42,917	)		(49,524	)
Net carrying amount	$	129,583		$	100,476

	*May 31,*			*May 31,*
	*2024*			*2023*
5.25% Contractual debenture	$	350,000		$	350,000
Debt settlement		(349,670	)		(213,260	)
Fair value adjustment		—			(16,172	)
Net carrying amount	$	330		$	120,568

	*May 31,*		*May 31,*
	*2024*		*2023*
5.00% Contractual debenture	$	—	$	277,856
Principal amount paid		—		(150,526	)
Unamortized discount		—		(786	)
Net carrying amount	$	—	$	126,544

Note 5 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022	Dec. 12, 2022
Fluent and Cannfections [Member] \| Edible Cannabis Products [Member]
Manufacturing Costs	$ 0	$ 1,377	$ 2,560
Joint Venture With RIKI Ventures, LLC [Member]
Equity Method Investment, Ownership Percentage				50.00%
Fluent and Cannfections [Member]
Equity Method Investment, Ownership Percentage	50.00%

Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	Sep. 12, 2023	May 30, 2023	Jul. 12, 2022	Apr. 01, 2019
Carrying amount of long-term debt	$ 129,913	$ 395,422
Deduct - current portion	330	174,378
Total convertible debentures payable, non current portion	129,583	221,044
TLRY 27 [Member]
Carrying amount of long-term debt	129,583	100,476
Face amount	172,500	150,000		$ 172,500
Unamortized discount	(42,917)	(49,524)
Convertible debentures	129,583	100,476
Contractual debenture	172,500	150,000		$ 172,500
HT Investments MA LLC Note [Member]
Carrying amount of long-term debt	0	47,834
Face amount	0	50,000			$ 50,000
Unamortized discount	0	(2,166)
Convertible debentures	0	47,834
Contractual debenture	0	50,000			$ 50,000
APHA 24 [Member]
Carrying amount of long-term debt	330	120,568
Face amount	350,000	350,000				$ 350,000
Convertible debentures	330	120,568
Contractual debenture	350,000	350,000				$ 350,000
Debt settlement	(349,670)	(213,260)
Fair value adjustment	0	(16,172)
TLRY 23 [Member]
Carrying amount of long-term debt	0	126,544
Face amount	0	277,856
Unamortized discount	0	(786)
Convertible debentures	0	126,544
Contractual debenture	0	277,856
Debt settlement	$ 0	$ (150,526)	$ (20,000)

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Superhero Acquisition LP [Member] Common Stock and Preferred Stock [Member]	Superhero Acquisition LP [Member] Additional Paid-in Capital [Member]	Superhero Acquisition LP [Member] AOCI Attributable to Parent [Member]	Superhero Acquisition LP [Member] Retained Earnings [Member]	Superhero Acquisition LP [Member] Noncontrolling Interest [Member]	Superhero Acquisition LP [Member]	Breckenridge [Member] Common Stock and Preferred Stock [Member]	Breckenridge [Member] Additional Paid-in Capital [Member]	Breckenridge [Member] AOCI Attributable to Parent [Member]	Breckenridge [Member] Retained Earnings [Member]	Breckenridge [Member] Noncontrolling Interest [Member]	Breckenridge [Member]	Acquisition of Montauk Brewing Company, Inc. [Member] Common Stock and Preferred Stock [Member]	Acquisition of Montauk Brewing Company, Inc. [Member] Additional Paid-in Capital [Member]	Acquisition of Montauk Brewing Company, Inc. [Member] AOCI Attributable to Parent [Member]	Acquisition of Montauk Brewing Company, Inc. [Member] Retained Earnings [Member]	Acquisition of Montauk Brewing Company, Inc. [Member] Noncontrolling Interest [Member]	Acquisition of Montauk Brewing Company, Inc. [Member]	HEXO Acquisition [Member] Common Stock and Preferred Stock [Member]	HEXO Acquisition [Member] Additional Paid-in Capital [Member]	HEXO Acquisition [Member] AOCI Attributable to Parent [Member]	HEXO Acquisition [Member] Retained Earnings [Member]	HEXO Acquisition [Member] Noncontrolling Interest [Member]	HEXO Acquisition [Member]	HT Investments MA LLC Note [Member] Common Stock and Preferred Stock [Member]	HT Investments MA LLC Note [Member] Additional Paid-in Capital [Member]	HT Investments MA LLC Note [Member] AOCI Attributable to Parent [Member]	HT Investments MA LLC Note [Member] Retained Earnings [Member]	HT Investments MA LLC Note [Member] Noncontrolling Interest [Member]	HT Investments MA LLC Note [Member]	TLRY 27 [Member] Common Stock and Preferred Stock [Member]	TLRY 27 [Member] Additional Paid-in Capital [Member]	TLRY 27 [Member] AOCI Attributable to Parent [Member]	TLRY 27 [Member] Retained Earnings [Member]	TLRY 27 [Member] Noncontrolling Interest [Member]	TLRY 27 [Member]	Convertible TLRY 23 [Member] Common Stock and Preferred Stock [Member]	Convertible TLRY 23 [Member] Additional Paid-in Capital [Member]	Convertible TLRY 23 [Member] AOCI Attributable to Parent [Member]	Convertible TLRY 23 [Member] Retained Earnings [Member]	Convertible TLRY 23 [Member] Noncontrolling Interest [Member]	Convertible TLRY 23 [Member]	Convertible ALPHA 24 [Member] Common Stock and Preferred Stock [Member]	Convertible ALPHA 24 [Member] Additional Paid-in Capital [Member]	Convertible ALPHA 24 [Member] AOCI Attributable to Parent [Member]	Convertible ALPHA 24 [Member] Retained Earnings [Member]	Convertible ALPHA 24 [Member] Noncontrolling Interest [Member]	Convertible ALPHA 24 [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Common Stock and Preferred Stock [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Additional Paid-in Capital [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] AOCI Attributable to Parent [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Retained Earnings [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Noncontrolling Interest [Member]	Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Common Stock and Preferred Stock [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Additional Paid-in Capital [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member] AOCI Attributable to Parent [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Retained Earnings [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Noncontrolling Interest [Member]	Settlement of TLRY 23 Convertible Note With Share Issuance [Member]	Common Stock and Preferred Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance (in shares) at May. 31, 2021																																																													446,440,641
Balance at May. 31, 2021																																																													$ 46	$ 4,792,406	$ 152,668	$ (486,050)	$ 6,243	$ 4,465,313
Third party contribution to Superhero Acquisition LP																																																													$ 0	0	0	0	52,995	52,995
Share issuance (in shares)	9,817,061						12,540,479
Share issuance	$ 0	$ 117,804	$ 0	$ 0	$ 0	$ 117,804	$ 2	$ 114,066	$ 0	$ 0	$ 0	$ 114,068
Share issuance - equity financing (in shares)																																																													51,741,710
Share issuance - equity financing																																																													$ 5	262,504	0	0	0	262,509
Share issuance - Double Diamond Holdings note (in shares)																																																													2,677,596
Share issuance - Double Diamond Holdings note																																																													$ 0	28,560	0	0	(36,044)	(7,484)
Share issuance - legal settlement (in shares)																																																													2,959,386
Share issuance - legal settlement																																																													$ 0	22,170	0	0	0	22,170
Share issuance - purchase of capital and intangible assets (in shares)																																																													1,289,628
Share issuance - purchase of capital and intangible assets																																																													$ 0	12,146	0	0	0	12,146
Share issuance - options exercised (in shares)																																																													719,031
Share issuance - options exercised																																																													$ 0	5,403	0	0	0	5,403
Share issuance - RSUs exercised (in shares)																																																													4,489,355
Share issuance - RSUs exercised																																																													$ 0	0	0	0	0	0
Shares effectively repurchased for employee withholding tax																																																													0	(8,686)	0	0	0	(8,686)
Stock-based compensation																																																													0	35,994	0	0	0	35,994
Comprehensive income (loss) for the year																																																													$ 0	0	(173,432)	(476,801)	19,367	(630,866)
Share issuance - Settlement of litigation claims from MediPharm Labs Inc (in shares)																																																													2,959,386
Share issuance - Settlement of litigation claims from MediPharm Labs Inc																																																													$ 0	22,170	0	0	0	22,170
Comprehensive income (loss) for the period																																																													$ 0	0	(173,432)	(476,801)	19,367	(630,866)
Balance (in shares) at May. 31, 2022																																																													532,674,887
Balance at May. 31, 2022																																																													$ 53	5,382,367	(20,764)	(962,851)	42,561	4,441,366
Share issuance (in shares)													1,708,521
Share issuance													$ 0	$ 6,422	$ 0	$ 0	$ 0	$ 6,422
Share issuance - equity financing (in shares)																																																													32,481,149
Share issuance - equity financing																																																													$ 3	129,590	0	0	0	129,593
Share issuance - Double Diamond Holdings note (in shares)																																																													16,114,406
Share issuance - Double Diamond Holdings note																																																													$ 3	60,062	0	0	(47,598)	12,467
Share issuance - options exercised (in shares)																																																													7,960
Share issuance - options exercised																																																													$ 0	0	0	0	0	0
Share issuance - RSUs exercised (in shares)																																																													1,854,120
Share issuance - RSUs exercised																																																													$ 0	0	0	0	0	0
Shares effectively repurchased for employee withholding tax																																																													0	(1,189)	0	0	0	(1,189)
Stock-based compensation																																																													0	39,595	0	0	0	39,595
Comprehensive income (loss) for the year																																																													$ 0	0	(25,846)	(1,452,656)	27,146	(1,451,356)
Share issuance- purchase of HEXO convertible note receivable (in shares)																																																													33,314,412
Share issuance- purchase of HEXO convertible note receivable																																																													$ 3	107,269	0	0	0	107,272
HTI Convertible Note - conversion feature																									$ 0	$ 9,055	$ 0	$ 0	$ 0	$ 9,055
Share issuance - convertible notes share lending agreement (in shares)																																																													38,500,000
Share issuance - convertible notes share lending agreement																																																													$ 4	26,157	0	0	0	26,161
Equity component related to issuance of convertible debt, net of issuance costs																															$ 0	$ 18,415	$ 0	$ 0	$ 0	$ 18,415
Dividends declared to non-controlling interests																																																													0	0	0	0	(7,858)	(7,858)
Comprehensive income (loss) for the period																																																													$ 0	0	(25,846)	(1,452,656)	27,146	(1,451,356)
Balance (in shares) at May. 31, 2023																																																													656,655,455
Balance at May. 31, 2023																																																													$ 66	5,777,743	(46,610)	(2,415,507)	14,251	3,329,943
Share issuance (in shares)																			39,705,962
Share issuance																			$ 4	$ 65,158	$ 0	$ 0	$ 0	$ 65,162
Share issuance - Double Diamond Holdings note (in shares)																																																													24,780,994
Share issuance - Double Diamond Holdings note																																																													$ 2	47,702	0	0	(26,217)	21,487
Share issuance - legal settlement (in shares)																																																	1,573,152
Share issuance - legal settlement																																																	$ 0	$ 3,477	$ 0	$ 0	$ 0	$ 3,477
Share issuance - options exercised (in shares)																																																													4,291
Share issuance - options exercised																																																													$ 0	0	0	0	0	0
Share issuance - RSUs exercised (in shares)																																																													4,346,946
Share issuance - RSUs exercised																																																													$ 0	0	0	0	0	0
Shares effectively repurchased for employee withholding tax																																																													0	(4,860)	0	0	0	(4,860)
Stock-based compensation																																																													0	31,769	0	0	0	31,769
Comprehensive income (loss) for the year																																																													0	0	3,111	(244,981)	22,587	(219,283)
Equity component related to issuance of convertible debt, net of issuance costs																																																													0	3,953	0	0	0	3,953
Dividends declared to non-controlling interests																																																													$ 0	0	0	0	(10,349)	(10,349)
Share issuance - acquisition settlement (in shares)																																																													865,426
Share issuance - acquisition settlement																																																													$ 0	1,500	0	0	0	1,500
Share issuance (in shares)																																																													18,181,157
Share issuance - HTI convertible note																																																													$ 2	52,311	0	0	0	52,313
Share issuance - Settlement of litigation claims from MediPharm Labs Inc (in shares)																																																	1,573,152
Share issuance - Settlement of litigation claims from MediPharm Labs Inc																																																	$ 0	$ 3,477	$ 0	$ 0	$ 0	$ 3,477
Share issuance - Repurchase/settlement of note (in shares)																																					7,000,000						73,484,147
Share issuance - Repurchase of note																																					$ 1	$ 20,457	$ 0	$ 0	$ 0	$ 20,458	$ 8	$ 140,653	$ 0	$ 0	$ 0	$ 140,661
Share issuance - Settlement of equity component of TLRY 23 convertible note																																																							$ 0	$ (1,672)	$ 0	$ 0	$ 0	$ (1,672)
Share issuance - Repurchase/settlement of note (in shares)																																					7,000,000						73,484,147
Share issuance - At-the-Market (“ATM”) program (in shares)																																																													5,327,843
Share issuance - At-the-Market (“ATM”) program																																																													$ 0	8,619	0	0	0	8,619
Comprehensive income (loss) for the period																																																													$ 0	0	3,111	(244,981)	22,587	(219,283)
Balance (in shares) at May. 31, 2024																																																													831,925,373
Balance at May. 31, 2024																																																													$ 83	$ 6,146,810	$ (43,499)	$ (2,660,488)	$ 272	$ 3,443,178

Note 3 - Significant Accounting Policies - Summary of Useful Lives of Property, Plant and Equipment (Details)	May 31, 2024
Production Facility [Member] \| Minimum [Member]
Useful Life (Year)	20 years
Production Facility [Member] \| Maximum [Member]
Useful Life (Year)	30 years
Equipment [Member] \| Minimum [Member]
Useful Life (Year)	3 years
Equipment [Member] \| Maximum [Member]
Useful Life (Year)	25 years

Note 16 - Long-term Debt (Details Textual) $ in Thousands, $ in Thousands, € in Millions		12 Months Ended
	Aug. 31, 2023	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2024 EUR (€)	Nov. 28, 2022 CAD ($)	Jul. 27, 2018 CAD ($)	May 09, 2017 CAD ($)	Jul. 22, 2016 CAD ($)
Long-Term Debt, Gross		$ 129,913	$ 395,422
Credit Facility Due in November 2025 [Member]
Long-Term Debt, Gross		$ 39,420	$ 45,260
Debt Instrument, Maturity Date		Nov. 30, 2025	Nov. 30, 2025
Credit Facility Due in November 2025 [Member] \| Secured Debt [Member]
Long-Term Debt, Gross					$ 66,000
Term Loan Due in July 2033 [Member]
Long-Term Debt, Gross		$ 10,212	$ 10,959
Debt Instrument, Maturity Date		Jul. 31, 2033	Jul. 31, 2033
Term Loan Due in July 2033 [Member] \| Secured Debt [Member]
Long-Term Debt, Gross						$ 25,000
Term Loan Due in April 2032 [Member] \| Secured Debt [Member]
Long-Term Debt, Gross							$ 25,000
Term Loan Due In August Two Thousand Twenty Six [Member] \| Secured Debt [Member]
Long-Term Debt, Gross								$ 1,250
Mortgage Payable Due In August Two Thousand Twenty Six [Member] \| Secured Debt [Member]
Long-Term Debt, Gross								$ 3,750
May 2020 Term Loan [Member] \| Secured Debt [Member] \| C C Pharma [Member]
Long-Term Debt, Gross \| €				€ 1.5
June 2023 Term Loan [Member] \| Secured Debt [Member] \| C C Pharma [Member]
Long-Term Debt, Gross \| €				€ 3.5
Term Loan Due In March Two Thousand Twenty Four [Member] \| Secured Debt [Member] \| Four Twenty Corporation [Member]
Repayments of Long-Term Debt		$ 100,000
Term Loan Due In June Two Thousand Twenty Eight [Member] \| Secured Debt [Member]
Long-Term Debt, Gross		70,000
Debt Instrument, Maturity Date	Jun. 30, 2028
Term Loan Due In June Two Thousand Twenty Eight [Member] \| Secured Debt [Member] \| Delayed Draw Term Loan [Member]
Long-Term Debt, Gross		$ 20,000
Aphria Diamond [Member]
Noncontrolling Interest, Ownership Percentage by Parent		51.00%		51.00%	51.00%

Note 20 - Accumulated Other Comprehensive Loss

12 Months Ended

May 31, 2024

Comprehensive Income (Loss) Note [Text Block]

20.

Accumulated other comprehensive loss

Accumulated other comprehensive loss includes the following components:

				*Unrealized*
	*Foreign*			*loss on*
	*currency*			*convertible*
	*translation*			*notes*
	*gain (loss)*			*receivables*			*Total*
Balance May 31, 2021	$	156,417		$	(3,749	)	$	152,668
Other comprehensive loss		(102,004	)		(71,428	)		(173,432	)
Balance May 31, 2022	$	54,413		$	(75,177	)	$	(20,764	)
Other comprehensive (loss) reversal		(101,023	)		75,177			(25,846	)
Balance May 31, 2023	$	(46,610	)	$	—		$	(46,610	)
Other comprehensive loss		3,111			—			3,111
Balance May 31, 2024	$	(43,499	)	$	—		$	(43,499	)

Note 13 - Income Taxes and Deferred Income Taxes

12 Months Ended

May 31, 2024

Income Tax Disclosure [Text Block]

13.

Income taxes and deferred income taxes

Loss before income taxes includes the following components:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
United States	$	(126,735	)	$	(506,984	)	$	(233,697	)
Canada		(106,822	)		(912,717	)		(81,772	)
Other countries		(15,463	)		(30,480	)		(125,205	)
	$	(249,020	)	$	(1,450,181	)	$	(440,674	)

The (recoveries) expense for income taxes consists of:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Current:
United States	$	497		$	226		$	262
Canada		10,819			26,290			23,268
Other countries		940			(62	)		479
	$	12,256		$	26,454		$	24,009

Deferred:
United States	$	(723	)	$	(4,055	)	$	520
Canada		(33,422	)		(24,364	)		(17,154	)
Other countries		(4,727	)		(5,216	)		(13,917	)
	$	(38,872	)	$	(33,635	)	$	(30,551	)
Income tax benefits, net	$	(26,616	)	$	(7,181	)	$	(6,542	)

A reconciliation of income taxes at the statutory rate with the reported taxes is as follows:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Loss before net income taxes:	$	(249,020	)	$	(1,450,181	)	$	(440,674	)
Income tax benefits at statutory rate		(51,325	)		(304,538	)		(92,542	)
Tax impact of foreign operations		(5,661	)		(25,857	)		81,316
Foreign exchange and other		1,959			13,434			14,941
Non-deductible expenses		6,147			3,982			6,404
Non-deductible (taxable) losses		(682	)		23,150			748
Changes in enacted rates		2,394			(816	)		—
Change in fair value of warrant liability		302			(2,612	)		(13,359	)
Stock based and other compensation		—			—			994
Change in valuation allowance		20,250			285,698			17,255
Impact on convertible debenture and other differences		—			378			(22,299	)

Income tax benefits, net	$	(26,616	)	$	(7,181	)	$	(6,542	)

The following table summarizes the components of deferred tax:

	*May 31,*
	*2024*			*2023*
Deferred assets
Operating loss carryforwards - United States	$	104,377		$	85,259
Operating loss carryforwards - Canada		366,720			145,111
Operating loss carryforwards - Other Countries		18,518			18,787
Capital loss carryforwards		34,355			34,355
Intangible assets		229,953			244,227
Property and equipment		34,578			46,400
Currently nondeductible interest		—			2,812
Investments and convertible notes receivable		45,685			66,718
Investment tax credits and related pool balance		23,132			22,054
Other		46,151			50,074
Total Deferred tax assets		903,469			715,797
Less valuation allowance		(789,839	)		(625,368	)
Net deferred tax assets		113,630			90,429
Deferred tax liabilities
Property and equipment		(18,814	)		(18,129	)
Intangible assets		(218,020	)		(225,460	)
Convertible Senior Notes Due 2023		(2,229	)		(14,204	)
Other Deferred Items		(5,437	)		—
Total deferred tax liabilities		(244,500	)		(257,793	)
Net deferred tax liability	$	(130,870	)	$	(167,364	)

The Tax Cuts and Jobs Act (2017 Tax Act) was enacted on December 22, 2017 and reduced the U.S. statutory federal corporate tax rate from 35% to 21%. The Tax Act also contains additional provisions that are effective for the company in 2018, including a new tax on Global Intangible Low-Taxed Income (“GILTI”). Under GAAP, there is an accounting policy choice to either (i) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the "period cost method"); or (ii) factor in such amounts into the measurement of our deferred taxes (the "deferred method"). The Company has made a policy decision to record GILTI tax as a current-period expense when incurred.

Deferred income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences is not practicable. Deferred income taxes have been recorded on the basis differences for investments in nonconsolidated entities.

At May 31, 2024, the Company had United States net operating loss carry-forwards of approximately $497,033 that can be carried forward indefinitely and generally limited in annual use to 80% of the current year taxable income starting 2021. The Company has Canadian net operating loss carry-forwards of approximately $662,839 that can be carried forward 20 years and begin to expire in 2028. Management believes that it is more-likely-than-not that the benefit from certain United States and foreign net operating loss carry-forwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets relating to these carry-forwards. The net change in the total valuation allowance was an increase of $164,471 and $271,297 for the years ended May 31, 2024 and 2023, respectively. The net change in the total valuation allowance was primarily a result of finalization of the purchase accounting related to the reverse acquisition transaction with Aphria Inc. during the prior year and certain current year losses.

The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest impact that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The total amount of gross unrecognized tax benefits (“GUTB”) was $nil, $nil, and $nil as of May 31, 2024, 2023 and 2022 respectively. There is a reasonable possibility that the Company’s unrecognized tax benefits will change within twelve months due to audit settlements or the expiration of statute of limitations, but the Company does not expect the change to be material to the financial statements.

The Company recognizes interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. In the years ended May 31, 2024, 2023 and 2022, the Company recorded approximately $nil, $nil and $nil, respectively, of interest and penalty expenses related to uncertain tax positions. As of May 31, 2024, and 2023, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $nil and $nil, respectively.

The Company and its subsidiaries are subject to United States federal income tax as well as the income tax of multiple state and foreign jurisdictions. Major jurisdictions where there are wholly owned subsidiaries of Tilray Brands, Inc. which require income tax filings include the Canada, Portugal, Germany, and Australia. The earliest periods open for review by local taxing authorities are fiscal years 2018 for Canada, 2019 for Portugal, 2018 for Germany, 2019 for Australia, and 2020 for United States.

The entire disclosure for income tax.

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Note 24 - General and Administrative Expenses

12 Months Ended

May 31, 2024

General and Administrative Expenses [Text Block]

24.

General and administrative expenses

General and administrative expenses are comprised of the following items:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Executive compensation	$	15,597		$	13,655		$	14,128
Office and general		28,460			27,845			27,153
Salaries and wages		68,076			57,228			51,693
Stock-based compensation		31,769			39,595			35,994
Insurance		12,586			12,033			17,536
Professional fees		5,345			7,166			13,047
(Gain) loss on sale of capital assets		(4,198	)		(48	)		(682	)
Insurance proceeds		—			—			(4,032	)
Travel and accommodation		5,138			4,530			4,203
Rent		4,585			3,155			3,761
Total	$	167,358		$	165,159		$	162,801

Included in (Gain) loss on sale of capital asset for the year ended May 31, 2024, are gains of $4,198 which is comprised of $3,957 from the sale of Truss Beverage Co. refer to Note 9 (Business Acquisitions), and others.

Note 13 - Income Taxes and Deferred Income Taxes (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Dec. 22, 2017	May 31, 2024	May 31, 2023	May 31, 2022
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	21.00%
Unrecognized Tax Benefits		$ 0	$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense		0	0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued		0	0
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease)		164,471	$ 271,297
Domestic Tax Jurisdiction [Member]
Operating Loss Carryforwards		$ 497,033
Net Operating Loss Carryforwards Offset, Percentage Of Taxable Income		80.00%
Domestic Tax Jurisdiction [Member] \| Internal Revenue Service (IRS) [Member]
Open Tax Year		2020 2021 2022 2023
Foreign Tax Jurisdiction [Member] \| Canada Revenue Agency [Member]
Operating Loss Carryforwards		$ 662,839
Open Tax Year		2018 2019 2020 2021 2022 2023
Foreign Tax Jurisdiction [Member] \| Portuguese Tax Authority [Member]
Open Tax Year		2019 2020 2021 2022 2023
Foreign Tax Jurisdiction [Member] \| Federal Ministry of Finance, Germany [Member]
Open Tax Year		2018 2019 2020 2021 2022 2023
Foreign Tax Jurisdiction [Member] \| Australian Taxation Office [Member]
Open Tax Year		2019 2020 2021 2022 2023

Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Carrying amount of long-term debt	$ 129,913	$ 395,422
Credit Facility Due in November 2025 [Member]
Carrying amount of long-term debt	39,420	45,260
Term Loan Due in July 2033 [Member]
Carrying amount of long-term debt	10,212	10,959
Term Loan Due in July 2033 Two [Member]
Carrying amount of long-term debt	12,422	13,092
Term Loan Due in August 2026 [Member]
Carrying amount of long-term debt	263	346
Mortgage Payable Due in August 2026 [Member]
Carrying amount of long-term debt	2,089	2,104
Term Loan Due in December 2023, One [Member]
Carrying amount of long-term debt	0	803
Term Loan Due in December 2023, Two [Member]
Carrying amount of long-term debt	0	755
Term Loan Due in April 2025 [Member]
Carrying amount of long-term debt	417	819
Term Loan Due in August 2028 [Member]
Carrying amount of long-term debt	3,151	1,706
Mortgage Payable Due in October 2030 [Member]
Carrying amount of long-term debt	20,066	20,863
Term Loan Due in June 2028 [Member]
Carrying amount of long-term debt	86,626	65,000
Long-term Debt, Excluding Convertible Debentures [Member]
Carrying amount of long-term debt	174,666	161,707
Unamortized financing fees	(808)	(738)
Net carrying amount	173,858	160,969
Less principal portion included in current liabilities	(15,506)	(24,080)
Total noncurrent portion of long-term debt	$ 158,352	$ 136,889

Note 14 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)	May 31, 2024 CAD ($)	May 31, 2024 EUR (€)
Four Twenty Corporation [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 30,000
Long-Term Line of Credit, Total	$ 10,000
Line of Credit [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	75.00%
Line of Credit [Member] \| Aphria Inc [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,000
Long-Term Line of Credit, Total		$ 0
Line of Credit [Member] \| CC Pharma GmbH [Member]
Line of Credit Facility, Maximum Borrowing Capacity \| €			€ 7,500
Long-Term Line of Credit, Total	$ 8,033		€ 7,438
Number of Debt Instruments	2	2	2
Line of Credit [Member] \| CC Pharma GmbH [Member] \| Euro Short-Term Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%
Line of Credit [Member] \| CC Pharma GmbH [Member] \| Euro Interbank Offered Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	4.00%
Operating Line of Credit One [Member] \| CC Pharma GmbH [Member]
Line of Credit Facility, Maximum Borrowing Capacity \| €			€ 7,000
Operating Line of Credit Two [Member] \| CC Pharma GmbH [Member]
Line of Credit Facility, Maximum Borrowing Capacity \| €			€ 500

Note 4 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Inventory	$ 252,087	$ 200,551
Beverage Alcohol Inventory [Member]
Inventory	52,831	27,837
Plants [Member]
Inventory	13,828	10,884
Dried Cannabis [Member]
Inventory	108,721	89,801
Cannabis Trim [Member]
Inventory	0	322
Cannabis Derivatives [Member]
Inventory	4,504	9,229
Cannabis Vapes [Member]
Inventory	4,132	1,173
Packaging and Other Inventory Items [Member]
Inventory	22,115	19,997
Distribution Inventory [Member]
Inventory	35,645	30,144
Wellness Inventory [Member]
Inventory	$ 10,311	$ 11,164

Note 21 - Non-controlling Interests

12 Months Ended

May 31, 2024

Noncontrolling Interest Disclosure [Text Block]

21.

Non-controlling interests

The following tables summarize the information relating to the Company’s majority-owned subsidiaries, SH Acquisition (68%), CC Pharma Nordic ApS (75%), Aphria Diamond (51%), and ColCanna S.A.S. (90%) before intercompany eliminations.

Summarized balance sheet information of the entities in which there is a non-controlling interest as at May 31, 2024:

	SH		*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*		*Nordic ApS*			*Diamond*			*S.A.S.*			*2024*
Current assets	$	—	$	12		$	95,720		$	3		$	95,735
Non-current assets		32,000		—			124,675			3,637			160,312
Current liabilities		—		(9	)		(130,945	)		(6,913	)		(137,867	)
Non-current liabilities		—		—			(24,482	)		(1,452	)		(25,934	)
Net assets	$	32,000	$	3		$	64,968		$	(4,725	)	$	92,246

Summarized balance sheet information of the entities in which there is a non-controlling interest as at May 31, 2023:

	SH		*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*		*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Current assets	$	—	$	114		$	127,689		$	224		$	128,027
Non-current assets		74,681		—			135,085			3,307			213,073
Current liabilities		—		(1,166	)		(142,554	)		(6,697	)		(150,417	)
Non-current liabilities		—		—			(53,197	)		(1,428	)		(54,625	)
Net assets	$	74,681	$	(1,052	)	$	67,023		$	(4,594	)	$	136,058

Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2024:

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2024*
Revenue	$	—		$	—		$	103,331		$	—		$	103,331
Total expenses		42,681			(1,064	)		40,935			(203	)		82,349
Net (loss) income		(42,681	)		1,064			62,396			203			20,982
Other comprehensive (loss) income		—			(9	)		171			(334	)		(172	)
Net comprehensive (loss) income	$	(42,681	)	$	1,055		$	62,567		$	(131	)	$	20,810
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		(13,658	)		264			30,658			(13	)		17,251
Additional income attributable to NCI		—			—			5,336			—			5,336
Net comprehensive (loss) income attributable to NCI	$	(13,658	)	$	264		$	35,994		$	(13	)	$	22,587

Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2023:

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Revenue	$	—		$	126		$	161,453		$	1		$	161,580
Total expenses		107,297			748			85,460			57,293			250,798
Net (loss) income		(107,297	)		(622	)		75,993			(57,292	)		(89,218	)
Other comprehensive (loss) income		70,778			(21	)		(961	)		(34,643	)		35,153
Net comprehensive (loss) income	$	(36,519	)	$	(643	)	$	75,032		$	(91,935	)	$	(54,065	)
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		(11,686	)		(161	)		36,766			(9,194	)		15,725
Additional income attributable to NCI		—			—			11,421			—			11,421
Net comprehensive (loss) income attributable to NCI	$	(11,686	)	$	(161	)	$	48,187		$	(9,194	)	$	27,146

Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2022:

	SH			CC Pharma			Aphria			ColCanna			May 31,
	Acquisition			Nordic ApS			Diamond			S.A.S.			2022
Revenue	$	—		$	354		$	148,323		$	—		$	148,677
Total expenses (recovery)		(11,180	)		470			77,057			35			66,382
Net (loss) income		11,180			(116	)		71,266			(35	)		82,295
Other comprehensive (loss) income		(70,778	)		47			(2,353	)		(4,737	)		(77,821	)
Net comprehensive (loss) income	$	(59,598	)	$	(69	)	$	68,913		$	(4,772	)	$	4,474
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Net comprehensive (loss) income	$	(19,071	)	$	(17	)	$	33,767		$	(477	)	$	14,202

On January 5, 2024, Aphria Inc. (“Aphria”), a wholly-owned subsidiary of the Company, entered into an Amended and Restated Wholesale Cannabis Supply Agreement (the “Supply Agreement”) with 1974568 Ontario Limited (“Aphria Diamond”), Aphria’s joint venture with Double Diamond Holdings Ltd. The Supply Agreement amended and restated the existing supply agreement, effective as of September 1, 2023, and amended certain terms relating to pricing and product classes. Due to the terms stipulated in the Supply Agreement, the reduced transfer price will lead to a decrease in income attributable to non-controlling interest over the duration of the agreement. If this agreement had been effective June 1, 2023, the Company would have recognized approximately $15,000 in additional net income attributed to the Stockholders of Tilray Brands, Inc.

Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Domestic and Foreign Income before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
United States	$ (126,735)	$ (506,984)	$ (233,697)
Loss before income taxes	(249,020)	(1,450,181)	(440,674)
CANADA
Foreign	(106,822)	(912,717)	(81,772)
Others Countries [Member]
Foreign	$ (15,463)	$ (30,480)	$ (125,205)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Note 31 - Subsequent Events

12 Months Ended

May 31, 2024

Subsequent Events [Text Block]

31.

Subsequent Events

On May 17, 2024, the Company has entered into an equity distribution agreement with TD Securities and Jefferies in connection with an aggregate offering value of up to $250,000 from time to time through an at-the-market equity program ATM Program. Between June 1, 2024 to June 13, 2024, the Company issued an additional 8,626,620 shares for gross proceeds of $15,397. The Company paid $320 in commissions and other fees associated with these issuances for net proceeds of $15,077.

Note 13 - Income Taxes and Deferred Income Taxes - The Components of Income Tax Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
United States	$ 497	$ 226	$ 262
Current Income Tax Expense (Benefit)	12,256	26,454	24,009
United States	(723)	(4,055)	520
Deferred Income Tax Expense (Benefit)	(38,872)	(33,635)	(30,551)
Income tax benefits, net	(26,616)	(7,181)	(6,542)
CANADA
Foreign, current	10,819	26,290	23,268
Foreign, deferred	(33,422)	(24,364)	(17,154)
Others Countries [Member]
Foreign, current	940	(62)	479
Foreign, deferred	$ (4,727)	$ (5,216)	$ (13,917)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Cash and Cash Equivalents, Policy [Policy Text Block]

Note 29 - Financial Risk Management and Financial Instruments - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Equity investments measured at fair value	$ 2,359	$ 2,144
Contingent consideration	(15,000)	(16,218)
Fair Value, Recurring [Member]
Cash and cash equivalents	228,340	206,632
Marketable securities	32,182	241,897
Convertible notes receivable	32,000	103,401
Equity investments measured at fair value	7,859	7,795
Warrant liability	(3,253)	(1,817)
Contingent consideration	(15,000)	(27,107)
Total recurring fair value measurements	281,798	410,233
Fair Value, Recurring [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	(330)	(120,568)
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents	228,340	206,632
Marketable securities	32,182	241,897
Convertible notes receivable	0	0
Equity investments measured at fair value	919	1,056
Warrant liability	0	0
Contingent consideration	0	0
Total recurring fair value measurements	261,441	449,585
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents	0	0
Marketable securities	0	0
Convertible notes receivable	0	0
Equity investments measured at fair value	1,440	1,088
Warrant liability	0	0
Contingent consideration	0	0
Total recurring fair value measurements	1,440	1,088
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents	0	0
Marketable securities	0	0
Convertible notes receivable	32,000	103,401
Equity investments measured at fair value	5,500	5,651
Warrant liability	(3,253)	(1,817)
Contingent consideration	(15,000)	(27,107)
Total recurring fair value measurements	18,917	(40,440)
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	$ (330)	$ (120,568)

Significant Accounting Policies (Policies)

12 Months Ended

May 31, 2024

Accounting Policies [Abstract]

Cash and cash equivalents

Marketable Securities, Policy [Policy Text Block]

Marketable Securities

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted cash

Accounts Receivable [Policy Text Block]

Accounts receivable

Inventory, Policy [Policy Text Block]

Inventory

Property, Plant and Equipment, Policy [Policy Text Block]

Capital assets

Asset type	Depreciation method	Depreciation term (estimated useful life)
Production facility	Straight-line	20 – 30 years
Equipment	Straight-line	3 – 25 years
Leasehold improvements	Straight-line	Lesser of estimated useful life or lease term
Finance lease right-of-use assets	Straight-line	Lesser of the lease term and the useful life of the leased asset

Assets Held-for-Sale, Policy [Policy Text Block]

Assets held for sale

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible assets

Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives. The Company uses the following ranges of asset lives:

Asset type	Amortization term
Customer relationships & distribution channel	14 – 16 years
Licences, permits & applications	90 months – indefinite
Intellectual property, trademarks & brands	15 months – 25 years
Non-compete agreements	Over term of non-compete
Know how	5 years

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of long-lived assets

Business Combinations and Goodwill [Policy Text Block]

Business combinations and goodwill

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of goodwill and indefinite-lived intangible assets

Lessee, Leases [Policy Text Block]

Leases

Financing Receivable [Policy Text Block]

Convertible notes receivable

Investment, Policy [Policy Text Block]

Long-term investments

Equity Method Investments [Policy Text Block]

Equity method investments

Debt, Policy [Policy Text Block]

Convertible debentures

Derivatives, Policy [Policy Text Block]

Warrants

Fair Value Measurement, Policy [Policy Text Block]

Fair value measurements

Income Tax, Policy [Policy Text Block]

Income taxes

Revenue from Contract with Customer [Policy Text Block]

Revenue

In addition, amounts disclosed as net revenue are net of excise taxes, sales tax, duty tax, allowances, discounts and rebates.

In determining the transaction price for the sale of goods or services, the Company considers the effects of variable consideration and the existence of significant financing components, if any.

Cost of Goods and Service [Policy Text Block]

Cost of goods sold

General and Administrative Expenses, Policy [Policy Text Block]

General and administrative

Selling [Policy Text Block]

Selling

Marketing and Promotions [Policy Text Block]

Marketing and promotion

Marketing and promotion expenses are comprised primarily of marketing and advertising expenses.

Research and Development Expense, Policy [Policy Text Block]

Research and development

Share-Based Payment Arrangement [Policy Text Block]

Stock-based compensation

Transaction Costs Policy [Policy Text Block]

Transaction (income) costs, net

Earnings Per Share, Policy [Policy Text Block]

Earnings (loss) per share

Use of Estimates, Policy [Policy Text Block]

Critical accounting estimates and judgments

Financial statement areas that require significant judgement and estimates are as follows:

The fair value of convertible notes receivable may need to be adjusted if:

•

The investee company is placed into receivership or bankruptcy;

•

Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern;

•

Adjustment to the fair value of convertible notes receivable will be based upon management’s judgment and any value estimated may not be realized or realizable.

New Accounting Pronouncements, Policy [Policy Text Block]

New accounting pronouncements not yet adopted

New accounting pronouncements recently adopted

Note 26 - Interest Expense, Net

12 Months Ended

May 31, 2024

Interest Income and Interest Expense Disclosure [Text Block]

26.

Interest expense, net

Interest expense, net is comprised of:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Interest income	$	12,831		$	33,025		$	11,736
Interest expense		(49,264	)		(46,612	)		(39,680	)
	$	(36,433	)	$	(13,587	)	$	(27,944	)

The entire disclosure for interest income and interest expense for enterprises that derive a significant portion of their revenue from interest collected on investments, loans, and securities.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Note 6 - Capital Assets (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Income Statement [Abstract]
Asset Impairment Charges	$ 0	$ 934,001	$ 378,241
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]		Asset Impairment Charges
Manufacturing Facility [Member] \| CALIFORNIA
Impairment, Long-Lived Asset, Held-for-Use	$ 0
Manufacturing Facility [Member] \| CANADA
Impairment, Long-Lived Asset, Held-for-Use		$ 81,500
Equipment [Member]
Impairment, Long-Lived Asset, Held-for-Use		$ 22,500

Note 10 - Goodwill

12 Months Ended

May 31, 2024

Goodwill Disclosure [Text Block]

10.

Goodwill

The following table shows the carrying amount of goodwill:

	*May 31,*			*May 31,*
Reporting Unit	*2024*			*2023*
Cannabis	$	2,640,669		$	2,640,669
Distribution		4,458			4,458
Beverage alcohol		120,802			120,802
Wellness		77,470			77,470
Effect of foreign exchange		7,916			7,875
Impairments		(842,431	)		(842,431	)
Total	$	2,008,884		$	2,008,843

The Company performed the annual impairment test during the fourth quarter ended May 31, 2024, and determined that it is more likely than not, that the fair value of our reporting units was greater than their carrying amounts and thus $nil impairment expense was recognized. A reasonably possible change in any of the inputs within the determination of fair value would not result in a material change to this determination of no impairment expense recognized during the year ended May 31, 2024.

For the year ended May 31, 2023, the Company recognized the non-cash impairment charges of $603,500 of cannabis goodwill and $15,000 of wellness goodwill. This impairment charge was related to the increased borrowing rates and the decline of the company’s market capitalization. The non-cash charge had no impact on the Company’s compliance with debt covenants, its cash flows or available liquidity. In the Company's cannabis goodwill assessment the Company used a discount rate of 13.50%, increased from 11.21% used in the May 31, 2022 annual assessment, a terminal growth rate of 5% consistent with the rate used in the May 31, 2022 annual assessment, and an average revenue growth rate of 40% over 5 years as a result of anticipated federal legalization in various countries, decreased from 46% used in the May 31, 2022 annual assessment. A 1% increase in the discount rate would result in an additional $300,000 in impairment, a 1% decrease in the terminal growth rate would result in an additional $250,000 in impairment and a 5% decrease in the average growth rate would result in an additional $200,000 in impairment. In the Company's wellness goodwill assessment the Company used a discount rate of 11.80%, increased from 10% used in the May 31, 2022 annual assessment, a terminal growth rate of 3% consistent with the rate used in the May 31, 2022 annual assessment, and an average revenue growth rate of 10% over 5 years, consistent with the rate used in the May 31, 2022 annual assessment. A 1% increase in the discount rate would result in an additional $14,000 in impairment, a 1% decrease in the terminal growth rate would result in an additional $10,000 in impairment and a 5% decrease in the average growth rate would result in an additional $5,000 in impairment.

For the year ended May 31, 2022, the Company recognized impairment charges of $182,736 in cannabis goodwill. This impairment charge was related to changes in market opportunities, causing a shift in our strategic priorities, and market conditions inclusive of higher rates of borrowing and lower foreign exchange rates.

Note 21 - Non-controlling Interests (Tables)

12 Months Ended

May 31, 2024

Condensed Balance Sheet [Table Text Block]

	SH		*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*		*Nordic ApS*			*Diamond*			*S.A.S.*			*2024*
Current assets	$	—	$	12		$	95,720		$	3		$	95,735
Non-current assets		32,000		—			124,675			3,637			160,312
Current liabilities		—		(9	)		(130,945	)		(6,913	)		(137,867	)
Non-current liabilities		—		—			(24,482	)		(1,452	)		(25,934	)
Net assets	$	32,000	$	3		$	64,968		$	(4,725	)	$	92,246

	SH		*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*		*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Current assets	$	—	$	114		$	127,689		$	224		$	128,027
Non-current assets		74,681		—			135,085			3,307			213,073
Current liabilities		—		(1,166	)		(142,554	)		(6,697	)		(150,417	)
Non-current liabilities		—		—			(53,197	)		(1,428	)		(54,625	)
Net assets	$	74,681	$	(1,052	)	$	67,023		$	(4,594	)	$	136,058

Condensed Income Statement [Table Text Block]

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2024*
Revenue	$	—		$	—		$	103,331		$	—		$	103,331
Total expenses		42,681			(1,064	)		40,935			(203	)		82,349
Net (loss) income		(42,681	)		1,064			62,396			203			20,982
Other comprehensive (loss) income		—			(9	)		171			(334	)		(172	)
Net comprehensive (loss) income	$	(42,681	)	$	1,055		$	62,567		$	(131	)	$	20,810
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		(13,658	)		264			30,658			(13	)		17,251
Additional income attributable to NCI		—			—			5,336			—			5,336
Net comprehensive (loss) income attributable to NCI	$	(13,658	)	$	264		$	35,994		$	(13	)	$	22,587

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*May 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Revenue	$	—		$	126		$	161,453		$	1		$	161,580
Total expenses		107,297			748			85,460			57,293			250,798
Net (loss) income		(107,297	)		(622	)		75,993			(57,292	)		(89,218	)
Other comprehensive (loss) income		70,778			(21	)		(961	)		(34,643	)		35,153
Net comprehensive (loss) income	$	(36,519	)	$	(643	)	$	75,032		$	(91,935	)	$	(54,065	)
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		(11,686	)		(161	)		36,766			(9,194	)		15,725
Additional income attributable to NCI		—			—			11,421			—			11,421
Net comprehensive (loss) income attributable to NCI	$	(11,686	)	$	(161	)	$	48,187		$	(9,194	)	$	27,146

	SH			CC Pharma			Aphria			ColCanna			May 31,
	Acquisition			Nordic ApS			Diamond			S.A.S.			2022
Revenue	$	—		$	354		$	148,323		$	—		$	148,677
Total expenses (recovery)		(11,180	)		470			77,057			35			66,382
Net (loss) income		11,180			(116	)		71,266			(35	)		82,295
Other comprehensive (loss) income		(70,778	)		47			(2,353	)		(4,737	)		(77,821	)
Net comprehensive (loss) income	$	(59,598	)	$	(69	)	$	68,913		$	(4,772	)	$	4,474
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Net comprehensive (loss) income	$	(19,071	)	$	(17	)	$	33,767		$	(477	)	$	14,202

Note 17 - Convertible Debentures Payable

12 Months Ended

May 31, 2024

Convertible Debentures [Text Block]

17.

Convertible debentures payable

The following table sets forth the net carrying amount of the convertible debentures:

	*May 31,*		*May 31,*
	*2024*		*2023*
5.20% Convertible Notes ("TLRY 27")	$	129,583	$	100,476
HTI Convertible Note		—		47,834
5.25% Convertible Notes ("APHA 24")		330		120,568
5.00% Convertible Notes ("TLRY 23")		—		126,544
Total		129,913		395,422
Deduct - current portion		330		174,378
Total convertible debentures payable, non current portion	$	129,583	$	221,044

HTI Convertible Note

	*May 31,*		*May 31,*
	*2024*		*2023*
4.00% Contractual debenture	$	—	$	50,000
Unamortized discount		—		(2,166	)
Net carrying amount	$	—	$	47,834

On July 12, 2022, the Company issued a $50,000 convertible promissory note to HTI ("HTI Convertible Note"), bearing a 4% interest rate payable on a quarterly basis and having a maturity date of September 1, 2023. On August 31, 2023, the Company settled in full the HTI Convertible Note through the issuance of shares as described in Note 19 (Stockholders' equity).

During the year ended May 31, 2024, the Company recognized interest expense of $500 and accretion of amortized discount interest of $2,166. In the years ended May 31, 2023 and 2022 the Company recognized interest expense of $1,778 and $nil accretion of amortized discount interest of $6,889 and $nil, respectively.

TLRY 27

	*May 31,*			*May 31,*
	*2024*			*2023*
5.20% Contractual debenture	$	172,500		$	150,000
Unamortized discount		(42,917	)		(49,524	)
Net carrying amount	$	129,583		$	100,476

The TLRY 27 convertible debentures were issued on May 30, 2023 and on June 9, 2023 by way of overallotment, in the principal amount of $172,500 (the “TLRY 27 Notes”). The TLRY 27 Notes bear interest at a rate of 5.20% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, and mature on June 15, 2027, unless earlier converted. The TLRY 27 Notes are Tilray’s general unsecured obligations and rank senior in right of payment to all of Tilray’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with any of Tilray’s unsecured indebtedness that is not so subordinated, including TLRY 23 and APHA 24, effectively junior in right of payment to any of Tilray’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations) of Tilray’s current or future subsidiaries. Noteholders will have the right to convert their TLRY 27 Notes into shares of Tilray’s common stock at their option, at any time, until the close of business on the second scheduled trading day immediately before June 15, 2027. The initial conversion rate is 376.6478 shares per $1,000 principal amount of TLRY 27 Notes, which represents a conversion price of approximately $2.66 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The TLRY 27 Notes will be redeemable, in whole and not in part, at Tilray’s option at any time on or after June 20, 2025 at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price of Tilray’s common stock exceeds 130% of the conversion price for a specified period of time. If certain corporate events that constitute a fundamental change occur, then, subject to a limited exception, noteholders may require Tilray to repurchase their TLRY 27 Notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In connection with the Company’s offering of the TLRY 27 Notes, the Company entered into a share lending agreement with an affiliate of Jefferies LLC (the “Share Borrower”), pursuant to which it lent to the Share Borrower 38,500,000 shares of the Company’s common stock (the "Borrowed Shares"). The Borrowed Shares were newly-issued shares, will be held as treasury shares until the expiration or early termination of the share lending agreement and may be used by purchasers of the TLRY 27 Notes to sell up to 38,500,000 shares of the Company’s common stock. The fair value of the share lending agreement has been recorded as part of the unamortized discount on the debenture. The Company expects that the selling stockholders will use their position created by such sales to establish their initial hedge with respect to their investments in the TLRY 27 Notes. The Company did not receive any proceeds from the sale of the Borrowed Shares.

During the year ended May 31, 2024, the Company recognized interest expense of $8,970 and accretion of amortized discount interest of $11,516. For the same periods in the prior year there was no interest or accretion of amortized discount.

As at May 31, 2024, there was $ 172,500 principal outstanding ( May 31, 2023 - $ 150,000).

APHA 24

	*May 31,*			*May 31,*
	*2024*			*2023*
5.25% Contractual debenture	$	350,000		$	350,000
Debt settlement		(349,670	)		(213,260	)
Fair value adjustment		—			(16,172	)
Net carrying amount	$	330		$	120,568

The APHA 24 convertible debentures, were entered into in April 2019, in the principal amount of $350,000, bear interest at a rate of 5.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, and mature on June 1, 2024, unless earlier converted (the APHA 24 Notes"). The APHA 24 Notes are Tilray’s general unsecured obligations and rank senior in right of payment to all of Tilray’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with any of Tilray’s unsecured indebtedness that is not so subordinated, including TLRY 27 effectively junior in right of payment to any of Tilray’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations) of Tilray’s current or future subsidiaries.

Holders of the APHA 24 Notes may convert all or any portion of such note, in multiples of $1 principal amount, at their option at any time between December 1, 2023 to the maturity date of June 1, 2024. The initial conversion which the Company may settle in cash, or common shares of Tilray, or a combination thereof, at Tilray's election, is equivalent to an initial conversion price of approximately $11.20 per common share, subject to adjustments in certain events.

The Company may redeem for cash all or part of the APHA 24, at its option, if the last reported sale price of the Company’s common shares has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on and including trading day immediately preceding the date on which the Company provides notice of redemption. The redemption of the APHA 24 will be equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

The Company elected the fair value option under ASC 825 Financial Instruments for the APHA 24. The APHA 24 was initially recognized at fair value on the balance sheet. All subsequent changes in fair value, excluding the impact of the change in fair value related to instrument-specific credit risk are recorded in non-operating income. The changes in fair value related to instrument-specific credit risk is recorded through other comprehensive income (loss).

During the year ended May 31, 2024, the Company exchanged the aggregate principal of $136,410 of APHA 24 Notes for cancellation by issuing 73,484,147 shares.

The overall change in fair value of APHA 24 during year ended May 31, 2024 decreased by $16,172, this was comprised of $19,735 of fair value changes and a foreign exchange loss of $3,563.

There was $330 principal outstanding as at May 31, 2024 compared to $136,740 as at May 31, 2023. The remaining principal outstanding balance has been paid off in cash upon maturity.

During the year ended May 31, 2024, the Company recognized interest expense of $5,803 ($13,610 and $13,600 for the periods ended May 31, 2023 and May 31, 2022 respectively).

TLRY 23

	*May 31,*		*May 31,*
	*2024*		*2023*
5.00% Contractual debenture	$	—	$	277,856
Principal amount paid		—		(150,526	)
Unamortized discount		—		(786	)
Net carrying amount	$	—	$	126,544

The TLRY 23 Notes bore interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. On September 12, 2023, the Company repurchased $20,000 of its TLRY 23 Notes for cancellation by issuing 7,000,000 shares and paying $610 of cash to settle both principal and accrued interest. Upon repurchase of the TLRY 23 Notes, a portion of the settlement consideration was allocated to the equity component of the instrument and was recognized as a $1,672 reduction of additional paid-in capital in the Consolidated Statements of Changes in Equity. Additionally, this repurchase resulted in a loss of $1,062 which was recorded in other non-operating (losses) gains, net as shown in Note 27 (Non-operating income (expense)).

After cancellation, the outstanding principal balance of the TLRY 23 Notes was $107,331. On October 2, 2023, the Company repaid the remaining principal of the TLRY 23 Notes in cash upon maturity.

During the year ended May 31, 2024, the Company recognized interest expense of $2,122 and accretion of amortized discount interest of $786. In the year ended May 31, 2023 and 2022 the Company recognized interest expense of $9,303 and $14,684 accretion of amortized discount interest of $2,817 and $4,176, respectively .

Note 10 - Goodwill (Details Textual) $ in Thousands	12 Months Ended
Note 10 - Goodwill (Details Textual) $ in Thousands	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2022 USD ($)
Goodwill, Impairment Loss	$ 0
Cannabis Segment [Member]
Goodwill, Impairment Loss		$ 603,500	$ 182,736
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate		300,000
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate		250,000
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate		$ 200,000
Cannabis Segment [Member] \| Measurement Input, Discount Rate [Member]
Goodwill, Measurement Input		0.135	0.1121
Cannabis Segment [Member] \| Measurement Input, Terminal Growth Rate [Member]
Goodwill, Measurement Input		0.05
Cannabis Segment [Member] \| Measurement Input, Average Revenue Growth Rate [Member]
Goodwill, Measurement Input		0.40	0.46
Cannabis Segment [Member] \| Measurement Input, Expected Term [Member]
Goodwill, Measurement Input		5
Wellness Business [Member]
Goodwill, Impairment Loss		$ 15,000
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate			$ 14,000
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate			10,000
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate			$ 5,000
Wellness Business [Member] \| Measurement Input, Discount Rate [Member]
Goodwill, Measurement Input		0.118	0.10
Wellness Business [Member] \| Measurement Input, Terminal Growth Rate [Member]
Goodwill, Measurement Input		0.03
Wellness Business [Member] \| Measurement Input, Average Revenue Growth Rate [Member]
Goodwill, Measurement Input		0.10
Wellness Business [Member] \| Measurement Input, Expected Term [Member]
Goodwill, Measurement Input		5

Note 19 - Stockholders' Equity - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023
Balance, RSUs (in shares)	371,182
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share)	$ 11.37
Granted, RSUs (in shares)	0
Granted , weighted average grant-date fair value (in dollars per share)	$ 0
Vested, RSUs (in shares)	(123,113)
Vested , weighted average grant-date fair value (in dollars per share)	$ (6.47)
Forfeited, RSUs (in shares)	(3,876)
Forfeited , weighted average grant-date fair value (in dollars per share)	$ (6.9)
Balance, RSUs (in shares)	244,193	371,182
Balance, weighted average grant-date fair value (in dollars per share)	$ 13.91	$ 11.37
Granted, weighted average grant date fair value (in dollars per share)	0
Vested, weighted average grant date fair value (in dollars per share)	6.47
Forfeited, weighted average grant date fair value (in dollars per share)	$ 6.9
E I P Original Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Balance, RSUs (in shares)	12,138,692
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share)	$ 6.04
Balance, weighted average remaining contractual term (Year)	2 years 10 months 6 days	1 year 8 months 12 days
Balance, aggregate intrinsic value outstanding	$ 47,043	$ 24,857
Granted, RSUs (in shares)	21,246,702
Granted , weighted average grant-date fair value (in dollars per share)	$ 1.93
Vested, RSUs (in shares)	(6,199,254)
Vested , weighted average grant-date fair value (in dollars per share)	$ (4.76)
Forfeited, RSUs (in shares)	(1,051,288)
Forfeited , weighted average grant-date fair value (in dollars per share)	$ (2.21)
Cancelled, RSUs (in shares)	0
Balance, RSUs (in shares)	26,134,852	12,138,692
Balance, weighted average grant-date fair value (in dollars per share)	$ 3.16	$ 6.04
Granted, weighted average grant date fair value (in dollars per share)	1.93
Vested, weighted average grant date fair value (in dollars per share)	4.76
Forfeited, weighted average grant date fair value (in dollars per share)	$ 2.21

Note 8 - Intangible Assets (Tables)

12 Months Ended

May 31, 2024

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*May 31,*			*May 31,*
	*2024*			*2023*
Customer relationships & distribution channel	$	603,939		$	614,062
Licenses, permits & applications		368,057			366,793
Non-compete agreements		12,403			12,394
Intellectual property, trademarks, knowhow & brands		608,672			583,468
		1,593,071		$	1,576,717
Less: accumulated amortization		(261,758	)		(187,088	)
Less: impairments		(415,844	)		(415,844	)
Total	$	915,469		$	973,785

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

	*Amortization*
2025	$	75,988
2026		75,988
2027		75,988
2028		75,988
2029		75,988
Thereafter		352,678
Total	$	732,618

Note 6 - Capital Assets - Assets Held for Sale (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Assets, Held for sale	$ 32,074	$ 0
Land [Member]
Assets, Held for sale	954	0
Production Facility [Member]
Assets, Held for sale	24,682	0
Equipment [Member]
Assets, Held for sale	$ 6,438	$ 0

Note 18 - Warrant Liability

12 Months Ended

May 31, 2024

Warrants [Text Block]

18.

Warrant Liability

As of May 31, 2024 and May 31, 2023, there were 6,209,000 warrants outstanding, with an original exercise price of $5.95 per warrant, expiring September 17, 2025. Each warrant is exercisable for one common share of the Company.

The warrants contain anti-dilution price protection features, which adjust the exercise price of the warrants if the Company subsequently issues common stock at a price lower than the exercise price of the warrants. In the event additional warrants or convertible debt are issued with a lower and/or variable exercise price, the exercise price of the warrants will be adjusted accordingly. During the year ended May 31, 2024, the Company issued shares which triggered the anti-dilution price protection feature lowering the exercise price to $1.61. These warrants are classified as liabilities as they are to be settled in registered shares, and the registration statement is required to be active, unless such shares may be subject to an applicable exemption from registration requirements. The holders, at their sole discretion, may elect to affect a cashless exercise, and be issued exempt securities in accordance with Section 3(a)(9) of the 1933 Act. In the event the Company does not maintain an effective registration statement, the Company may be required to pay a daily cash penalty equal to 1% of the number of shares of common stock due to be issued multiplied by any trading price of the common stock between the exercise date and the share delivery date, as selected by the holder. Alternatively, the Company may deliver registered common stock purchased by the Company in the open market. The Company may also be required to pay cash if it does not have sufficient authorized shares to deliver to the holders upon exercise.

The Company estimated the fair value of the warrant liability at May 31, 2024 at $0.524 per warrant using the Black Scholes pricing model (Level 3) with the following assumptions: Risk-free interest rate of 4.04%, expected volatility of 50%, expected term of 1.3 years, strike price of $1.61 and fair value of common stock of $1.80.

Expected volatility is based on both historical and implied volatility of the Company’s common stock.

Note 22 - Net Revenue (Tables)

12 Months Ended

May 31, 2024

Disaggregation of Revenue [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Beverage alcohol revenue	$	213,614		$	100,679		$	74,959
Beverage alcohol excise taxes		(11,520	)		(5,586	)		(3,467	)
Net beverage alcohol revenue		202,094			95,093			71,492
Cannabis revenue		370,692			284,314			300,891
Cannabis excise taxes		(97,894	)		(63,884	)		(63,369	)
Net cannabis revenue		272,798			220,430			237,522
Distribution revenue		258,740			258,770			259,747
Wellness revenue		55,310			52,831			59,611
Total	$	788,942		$	627,124		$	628,372

Note 10 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Effect of foreign exchange	$ 7,916	$ 7,875
Impairments	(842,431)	(842,431)
Goodwill	2,008,884	2,008,843
Cannabis Segment [Member]
Goodwill, gross	2,640,669	2,640,669
Tilray Pharma [Member]
Goodwill, gross	4,458	4,458
Beverage Alcohol Business [Member]
Goodwill, gross	120,802	120,802
Wellness Business [Member]
Goodwill, gross	$ 77,470	$ 77,470

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
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Material Terms of Trading Arrangement [Text Block]

Insider Trading Arrangements

12 Months Ended

May 31, 2024

Insider Trading Arr Line Items

Item 9B. Other Information.

On July 25, 2024, the Board of Directors of the Company (the “Board”) approved fiscal year 2025 retention payments to be made on or about August 15, 2024 (the “Payment Date”) for the following executives (the “Executives”) in the amount set forth opposite each Executive’s name pursuant to an Executive Retention Agreement (the “Executive Retention Agreement”) entered into with each Executive. Pursuant to the terms of each Executive Retention Agreement, such retention payments require continued employment from the Payment Date through May 31, 2025 (the “Repayment Period”). If the Executive terminates employment without Good Reason or is terminated by the Company for Cause (both terms as defined in the Executive’s employment agreements) prior to May 31, 2025, then such Executive must repay a pro-rated portion of the retention payment based on the number of days not employed by the Company during the Repayment Period. A copy of the form of Executive Retention Agreement is filed as an exhibit to this Form10-K.

Executives	Retention Payment
Irwin Simon	$3,369,950
Carl Merton	546,500
Denise Faltischek	645,000
Mitchell Gendel	591,000
Roger Savell	295,000

Rule 10b5-1 Arrangement Adopted [Flag]

false

Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Adopted [Flag]

false

Note 7 - Leases

12 Months Ended

May 31, 2024

Leases Disclosure [Text Block]

7.	Leases

The Company has operating leases for facilities, office spaces, production equipment and vehicles.

Leases have varying terms with remaining lease terms of up to approximately 20 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early.

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

		*May 31,*		*May 31,*
	*Classification on Balance Sheet*	*2024*		*2023*
Assets
Finance lease, right-of-use assets	Capital assets	$	43,993	$	—
Operating lease, right-of-use assets	Operating lease, right-of-use assets		16,101		5,941
Total right-of-use asset		$	60,094	$	5,941
Liabilities
Current:
Current portion of finance lease liabilities	Current portion of lease liabilities	$	1,092	$	—
Current portion of operating lease liabilities	Current portion of lease liabilities		3,999		2,423
Non-current:
Finance lease liabilities	Lease liabilities		43,948		—
Operating lease liabilities	Lease liabilities		16,474		7,936
Total lease liabilities		$	65,513	$	10,359

For the year ended May 31, 2024 the Company had $4,582 of operating lease expenses which included an offset of $738 for sublease income compared to $3,140 and $662 respectively for the year ended May 31, 2023.

The following table presents the future undiscounted payments associated with lease liabilities as of May 31, 2024:

	*Operating*			*Finance*
	*leases*			*leases*
2025	$	5,821		$	4,036
2026		5,540			4,036
2027		4,893			4,036
2028		3,997			4,036
Thereafter		6,101			79,993
Total minimum lease payments	$	26,352		$	96,137
Imputed interest		(5,879	)		(51,097	)
Obligations recognized	$	20,473		$	45,040

Note 27 - Non-operating Income (Expense) (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Other Nonoperating Gains (Losses)	$ (12,367)	$ (7,971)	$ 5,208
Noncontrolling Interest, Amounts to Settle Outstanding Notes	2,458
Broken Coast Cannabis Ltd. [Member] \| Duncan Facility [Member]
Gain (Loss) on Change in Fair Value of Asset Held for Sale	(3,063)
Cannfections Group Inc. [Member]
Equity Securities, FV-NI, Unrealized Gain (Loss)	(4,638)
HTI Convertible Note Payable [Member]
Stock Issued During Period, Value, Settlement of Liability	$ 2,313

Note 30 - Segment Reporting

12 Months Ended

May 31, 2024

Segment Reporting Disclosure [Text Block]

30.

Segment reporting

Information reported to the Chief Operating Decision Maker (“CODM”) for the purpose of resource allocation and assessment of segment performance focuses on the nature of the operations. The Company operates in four segments. 1) cannabis operations, which encompasses the production, distribution, sale, co-manufacturing and advisory services of both medical and adult-use cannabis, 2) beverage alcohol operations, which encompasses the production, marketing and sale of beverage alcohol products, 3) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and 4) wellness products, which encompasses hemp foods and cannabidiol (“CBD”) products. This structure is in line with how our Chief Operating Decision Maker (“CODM”) assesses our performance and allocates resources.

Operating segments have not been aggregated and no asset information is provided for the segments because the Company’s CODM does not receive asset information by segment on a regular basis.

Segment gross profit from external customers:

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
Beverage alcohol
Net beverage alcohol revenue	$	202,094	$	95,093	$	71,492
Beverage alcohol costs		113,522		48,770		32,033
Beverage alcohol gross profit		88,572		46,323		39,459
Cannabis
Net cannabis revenue		272,798		220,430		237,522
Cannabis costs		182,594		162,755		194,834
Cannabis gross profit		90,204		57,675		42,688
Distribution
Distribution revenue		258,740		258,770		259,747
Distribution costs		230,596		231,309		243,231
Distribution gross profit		28,144		27,461		16,516
Wellness
Wellness revenue		55,310		52,831		59,611
Wellness costs		38,879		37,330		41,457
Wellness gross profit	$	16,431	$	15,501	$	18,154

Channels of cannabis revenue were as follows:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Revenue from Canadian medical cannabis	$	25,211		$	25,000		$	30,599
Revenue from Canadian adult-use cannabis		266,846			214,319			209,501
Revenue from wholesale cannabis		25,340			1,436			6,904
Revenue from international cannabis		53,295			43,559			53,887
Less excise taxes		(97,894	)		(63,884	)		(63,369	)
Total	$	272,798		$	220,430		$	237,522

On July 12, 2022, Tilray acquired the HEXO Convertible Note from HTI and also entered into a strategic alliance with HEXO Corp. (“HEXO”) as discussed in Note 11 (Convertible notes receivable) and Note 17 (Convertible debentures payable). In addition, the Company and HEXO entered into various commercial transaction agreements. On June 22, 2023, the Company completed the HEXO Acquisition as described in Note 9 (Business acquisitions), and thus these commercial arrangements were terminated and HEXO's financial results were consolidated in the current period results.

Included in revenue from Canadian adult-use cannabis is $1,500 of advisory services revenue for the year ended May 31, 2024, from the aforementioned HEXO commercial transaction agreements, compared to $40,377 of advisory services revenue in the prior comparative period.

Geographic net revenue:

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
USA	$	233,141	$	123,284	$	103,991
Canada		243,722		201,361		210,141
EMEA		296,450		284,567		296,911
Rest of World		15,629		17,912		17,329
Total	$	788,942	$	627,124	$	628,372

Geographic capital assets:

	*May 31,*		*May 31,*
	*2024*		*2023*
USA	$	141,314	$	63,925
Canada		313,359		255,248
EMEA		99,921		107,131
Rest of World		3,653		3,363
Total	$	558,247	$	429,667

Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. For the years ended May 31, 2024, 2023 and 2022 there were no major customers representing greater than 10% of our annual revenues.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 13 - Income Taxes and Deferred Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Loss before net income taxes:	$ (249,020)	$ (1,450,181)	$ (440,674)
Income tax benefits at statutory rate	(51,325)	(304,538)	(92,542)
Tax impact of foreign operations	(5,661)	(25,857)	81,316
Foreign exchange and other	1,959	13,434	14,941
Non-deductible expenses	6,147	3,982	6,404
Non-deductible (taxable) losses	(682)	23,150	748
Changes in enacted rates	2,394	(816)	0
Change in fair value of warrant liability	302	(2,612)	(13,359)
Stock based and other compensation	0	0	994
Change in valuation allowance	20,250	285,698	17,255
Impact on convertible debenture and other differences	0	378	(22,299)
Income tax benefits, net	$ (26,616)	$ (7,181)	$ (6,542)

Note 6 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Capital assets, gross	$ 747,822	$ 576,485
Less: accumulated amortization	(189,575)	(146,818)
Total	558,247	429,667
Land [Member]
Capital assets, gross	45,577	30,635
Manufacturing Facility [Member]
Capital assets, gross	369,630	344,627
Equipment [Member]
Capital assets, gross	258,532	185,422
Leasehold Improvements [Member]
Capital assets, gross	19,377	7,753
Right of Use Assets [Member]
Capital assets, gross	43,993	0
Construction in Progress [Member]
Capital assets, gross	$ 10,713	$ 8,048

Note 29 - Financial Risk Management and Financial Instruments

12 Months Ended

May 31, 2024

Financial Instruments Disclosure [Text Block]

29.

Financial risk management and financial instruments

Financial instruments

The Company has classified its financial instruments as described in Note 3 (Significant accounting policies).

The carrying values of accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity.

The Company’s long-term debt of $3,568 (2023 - $3,280) and the principal portion of convertible debentures payable of $172,830 (2023 - $464,070) are subject to fixed interest rates.

Fair value hierarchy

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. Cash and cash equivalents are Level 1. The hierarchy is summarized as follows:

Level 1

Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2

Inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data

Level 3

Inputs for assets and liabilities not based upon observable market data

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of May 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2024*
Financial assets
Cash and cash equivalents	$	228,340	$	—	$	—		$	228,340
Marketable securities		32,182		—		—			32,182
Convertible notes receivable		—		—		32,000			32,000
Equity investments measured at fair value		919		1,440		5,500			7,859
Financial liabilities
Warrant liability		—		—		(3,253	)		(3,253	)
Contingent consideration		—		—		(15,000	)		(15,000	)
APHA 24 Convertible debenture		—		—		(330	)		(330	)
Total recurring fair value measurements	$	261,441	$	1,440	$	18,917		$	281,798

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	206,632	$	—	$	—		$	206,632
Marketable Securities		241,897		—		—			241,897
Convertible notes receivable		—		—		103,401			103,401
Equity investments measured at fair value		1,056		1,088		5,651			7,795
Financial liabilities
Warrant liability		—		—		(1,817	)		(1,817	)
Contingent consideration		—		—		(27,107	)		(27,107	)
APHA 24 Convertible debenture		—		—		(120,568	)		(120,568	)
Total recurring fair value measurements	$	449,585	$	1,088	$	(40,440	)	$	410,233

The Company’s financial assets and liabilities required to be measured on a recurring basis are its convertible notes receivable, equity investments measured at fair value, convertible debentures measured at fair value, acquisition-related contingent consideration, and warrant liability.

Convertible notes receivable and long-term investments are recorded at fair value. The estimated fair value is determined using the Black Scholes option pricing model, probability of legalization and is classified as Level 3.

Convertible debentures payable are recorded at fair value when elected or required under US GAAP. Specifically, the APHA 24 instrument's estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3.

Certain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1. The Company classified securities with observable inputs as level 2 and without a quoted market price as Level 3.

The warrants associated with the warrant liability are classified as Level 3 derivatives. Consequently, the estimated fair value of the warrant liability is determined using the Black-Scholes pricing model. Until the warrants are exercised, expire, or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity, the warrant liability (which relates to warrants to purchase shares of common stock) is marked-to-market each reporting period with the change in fair value recorded in change in fair value of warrant liability. Any significant adjustments to the unobservable inputs disclosed in the table below would have a direct impact on the fair value of the warrant liability.

The contingent consideration from the acquisition of Montauk due in December 2025, and upon the triggering event if met, and are payable in cash, was determined by discounting future expected cash outflows at a discount rate of 11%, and probability of achievement of 95%. The unobservable inputs into the future expected cash outflows result in a fair value measurement classified as Level 3. During the year ended May 31, 2024, a decrease in fair value of $15,528, inclusive of changes in foreign exchange, was recognized and was comprised of a decrease of fair value of $16,218 for the contingent consideration from the Sweetwater acquisition as a result of not achieving the incentive targets which was offset by an increase in fair value of $4,111 for the contingent consideration from the Montauk acquisition as a result of a higher probability of achieving the incentive targets and a decrease of $3,421 for the Truss contingent consideration that was recognized initially as $4,181 that has been settled in cash for $760 (CAD $1,041).

The balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled, as follows:

													*APHA 24*
	*Convertible*			*Equity*			*Warrant*			*Contingent*			*Convertible*
	*notes receivable*			*Investments*			*Liability*			*Consideration*			*Debt*
Balance, May 31, 2023	$	103,401		$	5,651		$	(1,817	)	$	(27,107	)	$	(120,568	)
Additions/(Repayments)		—			—			—			(4,181	)		136,410
Redemption		(28,720	)		—			—			760			—
Unrealized gain (loss) on fair value		—			(151	)		(1,436	)		15,528			(16,172	)
Impairments		(42,681	)		—			—			—			—
Balance, May 31, 2024	$	32,000		$	5,500		$	(3,253	)	$	(15,000	)	$	(330	)

The unrealized gain (loss) on fair value for the Convertible Debenture, warrant liability, contingent consideration and convertible notes payable are recognized in non-operating income (loss) and other comprehensive income for the convertible notes receivable using the following inputs:

		Significant
	*Valuation*	*unobservable*
Financial asset / financial liability	*technique*	*input*	*Inputs*
APHA Convertible debentures	Black-Scholes	Volatility,	50%
		expected life (in years)	0.0
Warrant liability	Black-Scholes	Volatility,	50%
		expected life (in years)	1.3
Contingent consideration	Discounted cash flows	Discount rate,	11%
		achievement	95%

Items measured at fair value on a non-recurring basis

The Company's prepayments and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

Financial risk management

The Company has exposure to the following risks from its use of financial instruments: credit; liquidity; currency rate; interest rate price; equity price risk; and capital management risk.

(a)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The maximum credit exposure at May 31, 2024, is the carrying amount of cash and cash equivalents, accounts receivable, prepaids and other current assets and convertible notes receivable. All cash and cash equivalents are placed with major financial institutions in Canada, Australia, Portugal, Germany, Colombia, Argentina and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured, and the Company does not require collateral from its customers.

The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses.

Trade receivables included an allowance for doubtful accounts and credit loss provision of $7,714 at May 31, 2024 (2023-$6,641) and are broken out below as follows:

	*Total*		*0-30 days*			*31-60 days*			*61-90 days*			*90+ days*
Accounts receivable, net	$	101,695	$	86,435		$	3,042		$	893		$	11,325
				85	%		3	%		1	%		11	%

	*Balance at the beginning of period*		Movement during the year⁽¹⁾		*Balance at end of period*
Fiscal year ended May 31, 2024
Allowance for doubtful accounts and credit loss provision		$ 6,641		$ 1,073		$ 7,714
Fiscal year ended May 31, 2023
Allowance for doubtful accounts and credit loss provision		5,404		1,237		6,641
Fiscal year ended May 31, 2022
Allowance for doubtful accounts and credit loss provision		4,571		833		5,404

(1)

Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts.

(b)

Liquidity risk

As at May 31, 2024, the Company’s financial liabilities consist of bank indebtedness and accounts payable and accrued liabilities, which have contractual maturity dates within one-year, long-term debt, and convertible debentures which have contractual maturities over the next five years.

The Company maintains a minimum deposit on certain cash operating accounts tied to loans secured by its Aphria One, SweetWater, and craft beverage facilities. The Company maintains debt service charge and leverage covenants on certain loans secured by its Aphria Diamond facilities and ABC Group that are measured quarterly. The Company believes that it has sufficient operating room with respect to its financial covenants for the next fiscal year and does not anticipate being in breach of any of its financial covenants.

The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. Based on the Company’s working capital position at May 31, 2024, management regards liquidity risk to be low.

(c)

Currency rate risk

As at May 31, 2024, a portion of the Company’s financial assets and liabilities held in Canadian dollars and Euros consist of cash and cash equivalents, convertible notes receivable, and long-term investments. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company is exposed to currency rate risk in other comprehensive income, relating to foreign subsidiaries which operate in a foreign currency. The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk is not significant at this point in time.

(d)

Interest rate risk

The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding debt. The Company manages interest rate risk by restricting the type of investments and varying the terms of maturity and issuers of marketable securities. Varying the terms to maturity reduces the sensitivity of the portfolio to the impact of interest rate fluctuations.

(e)

Capital management

The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital requirements.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company’s capital management approach in the year. The Company considers its cash and cash equivalents and marketable securities as capital.

Note 15 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Trade payables	$ 105,392	$ 70,819
Accrued liabilities	92,424	48,394
Litigation accrual	24,378	25,000
Accrued payroll and employment related taxes	6,154	18,772
Income taxes payable	4,092	14,934
Accrued interest	4,217	8,102
Sales taxes payable	5,300	4,661
Total	$ 241,957	$ 190,682

Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Operating loss carryforwards - United States	$ 104,377	$ 85,259
Capital loss carryforwards	34,355	34,355
Intangible assets	229,953	244,227
Property and equipment	34,578	46,400
Currently nondeductible interest	0	2,812
Investments and convertible notes receivable	45,685	66,718
Investment tax credits and related pool balance	23,132	22,054
Other	46,151	50,074
Total Deferred tax assets	903,469	715,797
Less valuation allowance	(789,839)	(625,368)
Net deferred tax assets	113,630	90,429
Property and equipment	(18,814)	(18,129)
Intangible assets	(218,020)	(225,460)
Convertible Senior Notes Due 2023	(2,229)	(14,204)
Other Deferred Items	(5,437)	0
Total deferred tax liabilities	(244,500)	(257,793)
Net deferred tax liability	(130,870)	(167,364)
CANADA
Operating loss carryforwards - foreign	366,720	145,111
Others Countries [Member]
Operating loss carryforwards - foreign	$ 18,518	$ 18,787

Note 11 - Convertible Notes Receivable (Tables)

12 Months Ended

May 31, 2024

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
HEXO Convertible Note	$	—	$	28,720
MedMen Convertible Note		32,000		74,681
Total convertible notes receivable		32,000		103,401
Deduct - current portion		—		—
Total convertible notes receivable, non current portion	$	32,000	$	103,401

Note 27 - Non-operating Income (Expense) - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Change in fair value of convertible debenture payable	$ (19,736)	$ (43,651)	$ 163,670
Change in fair value of warrant liability	(1,436)	12,438	63,913
Foreign exchange (loss) gain	(4,086)	(25,535)	(28,383)
Loss on long-term investments	(217)	(2,190)	(6,737)
Other non-operating (losses) gains, net	(12,367)	(7,971)	5,208
Other Nonoperating Income (Expense)	$ (37,842)	$ (66,909)	$ 197,671

Note 9 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, $ in Millions	Sep. 29, 2023 USD ($)	Aug. 03, 2023 USD ($)	Aug. 03, 2023 CAD ($)	Jun. 22, 2023 USD ($)	Nov. 07, 2022 USD ($)	May 31, 2024 USD ($)	May 31, 2023 USD ($)
Goodwill						$ 2,008,884	$ 2,008,843
Finance lease, right-of-use assets	$ 45,496
Acquisition of Montauk Brewing Company, Inc. [Member]
Cash					$ 28,701
Shares					6,422
Contingent consideration					10,245
Cash and cash equivalents					1,983
Accounts receivable					1,116
Prepaids and other current assets					467
Inventory					1,570
Capital assets					420
Goodwill					17,803
Total assets					55,549
Accounts payable and accrued liabilities					1,580
Deferred tax liability					4,851
Other liabilities					3,750
Total liabilities					10,181
Total net assets acquired					45,368
Acquisition of Montauk Brewing Company, Inc. [Member] \| Customer Relationships [Member]
Finite-lived intangible assets					18,540
Acquisition of Montauk Brewing Company, Inc. [Member] \| Intellectual Property, Trademarks and Brands [Member]
Finite-lived intangible assets					$ 13,650
HEXO [Member]
Shares				$ 63,927
Cash and cash equivalents				14,634
Accounts receivable				7,855
Prepaids and other current assets				2,709
Inventory				24,122
Capital assets				70,634
Finite-lived intangible assets				4,505
Accounts payable and accrued liabilities				44,517
Total liabilities				44,517
Total net assets acquired				93,882
Settlement of convertible notes receivable				28,720
Warrants assumed				47
Estimated fair value of HEXO stock-based compensation				1,188
Restricted cash				1,656
Asset held for sale				755
Prepaid expenses				8,384
Interest in equity investee				3,145
Total assets				$ 138,399
Truss Beverage Company [Member]
Cash		$ 74	$ 0.1
Cash and cash equivalents		6,739
Accounts receivable		1,038
Prepaids and other current assets		78
Inventory		2,573
Finite-lived intangible assets		296
Accounts payable and accrued liabilities		5,408
Total liabilities		6,284
Total net assets acquired		7,400
Asset held for sale		2,960
Total assets		13,684
Investment in equity investees		3,145
Other liabilities		876
Truss Beverage Company [Member] \| Contingent Consideration [Member]
Contingent consideration		$ 4,181
Craft Beverage Business Acquisition [Member]
Cash	83,658
Cash and cash equivalents	77
Prepaids and other current assets	573
Inventory	21,493
Capital assets	76,114
Accounts payable and accrued liabilities	14,706
Total liabilities	67,880
Total net assets acquired	83,658
Total assets	151,538
Operating lease, right-of-use assets	7,677
Other assets	108
Current portion of finance lease liabilities	1,031
Current portion of operating lease liabilities	1,408
Finance lease liabilities	44,465
Operating lease liabilities	$ 6,270

Consolidated Statements of Financial Position (Parentheticals) - $ / shares	May 31, 2024	May 31, 2023
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,198,000,000	980,000,000
Common stock, shares issued (in shares)	831,925,373	656,655,455
Common stock, shares outstanding (in shares)	831,925,373	656,655,455
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0

Note 11 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Total convertible notes receivable	$ 32,000	$ 103,401
Deduct - current portion	0	0
Total convertible notes receivable, non current portion	32,000	103,401
HEXO Convertible Notes Receivable [Member]
Total convertible notes receivable	0	28,720
MedMen Convertible Note [Member]
Total convertible notes receivable	$ 32,000	$ 74,681

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Cash provided by (used in) operating activities:
Net loss	$ (222,404)	$ (1,443,000)	$ (434,132)
Adjustments for:
Deferred income tax recovery	(38,872)	(31,953)	(27,538)
Unrealized foreign exchange (gain) loss	3,756	17,768	18,001
Amortization	126,913	130,149	154,592
Gain on sale of capital assets	(4,198)	(48)	(682)
Accretion of convertible debt discount	14,459	3,848	5,042
Inventory valuation write down	0	55,000	67,000
Asset Impairment Charges	0	934,001	378,241
Other than temporary change in fair value of convertible notes receivable	42,681	246,330	0
Other non-cash items	13,626	11,406	(9,647)
Stock-based compensation	31,769	39,595	35,994
Loss on long-term investments & equity investments	4,855	2,190	4,914
(Gain) loss on derivative instruments	21,172	27,365	(232,625)
Change in fair value of contingent consideration	(15,790)	855	(44,650)
Change in non-cash working capital:
Accounts receivable	(6,575)	4,168	(5,842)
Prepaids and other current assets	13,069	3,122	4,472
Inventory	(15,578)	(12,934)	(45,749)
Accounts payable and accrued liabilities	212	20,044	(44,652)
Net cash provided by (used in) operating activities	(30,905)	7,906	(177,262)
Cash provided by (used in) investing activities:
Investment in capital and intangible assets	(29,249)	(20,800)	(34,064)
Proceeds from disposal of capital and intangible assets	8,509	4,304	12,205
Disposal (purchase) of marketable securities, net	209,715	(241,897)	0
Business acquisitions, net of cash acquired	(60,626)	(26,718)	326
Net cash provided by (used in) investing activities	128,349	(285,111)	(21,533)
Cash provided by (used in) financing activities:
Share capital issued, net of cash issuance costs	8,619	129,593	262,509
Proceeds from warrants and options exercised	0	0	5,403
Shares effectively repurchased for employee withholding tax	0	(1,189)	(8,686)
Proceeds from long-term debt	32,621	1,288	0
Repayment of long-term debt	(22,402)	(21,336)	(40,254)
Proceeds from convertible debt	21,553	145,052
Repayment of convertible debt	(107,330)	(187,394)	(88,026)
Repayment of lease liabilities	(2,900)	(1,114)	(4,672)
Net increase (decrease) in bank indebtedness	(5,348)	5,258	9,406
Dividend paid to NCI	0	0	(7,484)
Net cash provided by (used in) financing activities	(75,187)	70,158	128,196
Effect of foreign exchange on cash and cash equivalents	(549)	(2,230)	(1,958)
Net decrease in cash and cash equivalents	21,708	(209,277)	(72,557)
Cash and cash equivalents, beginning of period	206,632	415,909	488,466
Cash and cash equivalents, end of period	$ 228,340	$ 206,632	$ 415,909

Note 28 - Commitments and Contingencies (Details Textual) $ in Thousands, $ in Thousands									1 Months Ended	12 Months Ended
	Mar. 05, 2024 CAD ($)	Aug. 08, 2023 USD ($)	Jul. 05, 2023 USD ($)	May 23, 2023 USD ($)	Mar. 17, 2023 USD ($)	Jan. 04, 2023 USD ($)	Dec. 02, 2022 USD ($)	Feb. 21, 2020 CAD ($)	Sep. 30, 2022 CAD ($)	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2022 USD ($)	May 31, 2024 CAD ($)	Feb. 07, 2024 USD ($)
Financing Receivable, after Allowance for Credit Loss										$ 32,000	$ 103,401
Litigation Settlement, Fee Expense										8,251	(505)	$ 16,518
Loss Contingency Accrual										24,378	$ 25,000
HEXO Acquisition [Member]
Loss Contingency Accrual										12,253
Craft Beverage Business Acquisition [Member]
Loss Contingency Accrual										0
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member]
Debt Instrument, Face Amount													$ 7,000
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member] \| Positive Outcome of Litigation [Member]
Financing Receivable, after Allowance for Credit Loss														$ 7,000
Interest Receivable														$ 2,280
Pending Litigation [Member] \| Aphira Class Action [Member] \| Damages [Member]
Loss Contingency, Damages Sought, Value									$ 850,000
Pending Litigation [Member] \| Martin Dionne v. HEXO Corporation and Sebastien St. Louis [Member]
Gain Contingency, D & O Policy Retention, Balance Remaining										$ 2,000
Pending Litigation [Member] \| The 420 Investments Ltd. Litigation [Member] \| Damages [Member]
Loss Contingency, Damages Sought, Value								$ 110,000
Pending Litigation [Member] \| The 420 Investments Ltd. Litigation [Member] \| Aggravated Damages [Member]
Loss Contingency, Damages Sought, Value								$ 20,000
Pending Litigation [Member] \| Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. [Member]
Loss Contingency, Damages Sought, Value							$ 27,500
Settled Litigation [Member] \| Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. [Member]
Loss Contingency, Damages Awarded, Value	$ 19,951
Settled Litigation [Member] \| K. Dickson v. Tilray, Inc. [Member]
Litigation Settlement, Amount Awarded to Other Party				$ 103
Litigation Settlement, Fee Expense					$ 21
Settled Litigation [Member] \| K. Dickson v. Tilray, Inc. [Member] \| Employee Severance [Member]
Loss Contingency, Damages Awarded, Value					300
Settled Litigation [Member] \| K. Dickson v. Tilray, Inc. [Member] \| One-time Termination Benefits [Member]
Loss Contingency, Damages Awarded, Value					300
Settled Litigation [Member] \| K. Dickson v. Tilray, Inc. [Member] \| Restricted Stock Units (RSUs) [Member]
Loss Contingency, Damages Awarded, Value					$ 3,134
Settled Litigation [Member] \| Fotmer Corporation S.A. v. Tilray Brands Inc. et al. [Member]
Loss Contingency, Damages Sought, Value			$ 2,250			$ 1,233
Loss Contingency, Damages Awarded, Value		$ 1,233
Loss Contingency, Receivable, Noncurrent			$ 2,250
Loss Contingency, Damages Awarded, Interest Fee, Percentage		7.50%

Note 22 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Net revenue	$ 788,942	$ 627,124	$ 628,372
Beverage Alcohol Business [Member]
Revenue	213,614	100,679	74,959
Excise taxes	(11,520)	(5,586)	(3,467)
Net revenue	202,094	95,093	71,492
Cannabis Segment [Member]
Revenue	370,692	284,314	300,891
Excise taxes	(97,894)	(63,884)	(63,369)
Net revenue	272,798	220,430	237,522
Tilray Pharma Segment [Member]
Net revenue	258,740	258,770	259,747
Wellness Business [Member]
Net revenue	$ 55,310	$ 52,831	$ 59,611

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

Note 5 - Related Party Transactions

12 Months Ended

May 31, 2024

5.	Related party transactions

In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as detailed below.

RIKI Ventures, LLC

The Company entered into a strategic partnership on December 12, 2022, with RIKI Ventures, LLC in which the Company has a joint venture arrangement with a 50% ownership and voting interest. This venture is held by our craft beverage company Breckenridge. During the year there were no transactions with this entity.

Cannfections Group Inc. (“Cannfections”)

The Company previously had a joint venture arrangement with a 50% ownership and voting interest in Cannfections through the Company's subsidiary, High Park Farms, LTD. ("High Park Farms"). During the year ended May 31, 2023, the Company terminated the Supply Agreement with Cannfections and did not continue transacting with them. During the year ended May 31, 2024, the Company wrote off its investment in Cannfections and no longer is a party of the joint venture, see Note 28 (Commitments and contingencies). During the year ended May 31, 2024, 2023 and 2022, co-manufacturing fees on edible cannabis products were $nil, $1,377, and $2,560 respectively and were recorded within cannabis costs of goods sold in the statements of loss and comprehensive loss. While historically Cannfections was considered a related party, as of May 31, 2024, Cannfections is no longer defined as a related party. On April 5, 2024, High Park Farms voluntarily commenced bankruptcy proceedings to ensure the orderly liquidation of its assets and liabilities.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 19 - Stockholders' Equity

12 Months Ended

May 31, 2024

Equity [Text Block]

19.

Stockholders’ equity

On March 16, 2023, Tilray’s stockholders formally approved a proposal to amend its certificate of incorporation (the “Charter Amendment”), which modified Tilray’s existing certificate of incorporation by canceling its Class 1 Common Stock and re-allocating such authorized shares to Class 2 Common Stock. In addition, the Charter Amendment reclassified each issued and outstanding share of Class 2 Common Stock as one share of Common Stock of Tilray.

Issued and outstanding

At May 31, 2024, the Company had 1,198,000,000 common shares and 10,000,000 preferred shares authorized to be issued with 831,925,373 common shares and nil preferred shares issued and outstanding, compared to the period ended May 31 2023, the Company had 980,000,000 common shares and 10,000,000 preferred shares authorized and 656,655,455 common shares and nil preferred shares issued and outstanding. Historically, the Company has issued shares of its common stock as consideration for business acquisitions, settlement of convertible notes, settlement of litigation claims, in connection with public offerings and as payment of dividends to non-controlling interests for profit distributions.

During the year-ended May 31, 2024, the Company issued the following shares:

39,705,962 shares in connection with the HEXO Acquisition, see Note 9 (Business acquisitions).

865,426 shares to settle a contractual change of control severance obligations in the aggregate amount of $1,500 incurred in connection with the HEXO Acquisition.

24,780,994 shares to settle dividends payable to the non-controlling shareholders of 1974568 Ontario Limited (“Aphria Diamond”).

1,032,616 shares for the settlement of the HTI Convertible Note payable see Note 17 (Convertible debentures payable).

17,148,541 shares to HTI Investments MA LLC pursuant to the terms of a $50.0 million convertible promissory note originally issued by Tilray to HTI on July 12, 2022 and which was settled at maturity as previously disclosed.

1,573,152 shares to settle HEXO-based litigation judgement obtained by MediPharm Labs Inc. in 2022.

7,000,000 shares to repurchase $20,000 of its TLRY 23 Notes for cancellation.

73,484,147 shares to repurchase $349,670 of its APHA 24 Notes for cancellation.

5,327,843 shares under its At-the-Market (“ATM”) program for gross proceeds of $9,944. The Company paid $1,325 in commissions and other fees associated with these issuances for net proceeds of $8,619.

4,351,237 shares in connection with the exercise of previously awarded stock-based compensation awards.

Stock-based compensation

The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the year-ended May 31, 2024, the total stock-based compensation was $ 31,769 (2023 - $39,595 and 2022 - $35,994).

During the year-ended May 31, 2024 the Company granted 13,680,556 time-based RSUs, and 7,566,146 performance-based RSUs ( May 31, 2023 - 6,004,995 time-based RSUs and 2,634,744 performance based RSUs). The 7,566,146 performance based RSUs issued during the year contains certain performance conditions that will only be set at a future date, and therefore for accounting purposes the grant date has not been met. The Company operates multiple stock-based award plans as follows:

Tilray 2018 Equity Incentive Plan and Original Plan

The 2018 Equity Incentive Plan (EIP) authorizes the award of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) to employees, including officers, non-employee directors and consultants and the employees and consultants of our affiliates. Shares subject to awards granted under the EIP that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the EIP. Additionally, shares become available for future grant under the EIP if they were issued under the EIP and if the Company repurchases them or they are forfeited. This includes shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award. The maximum number of shares of common stock subject to stock awards granted under the EIP or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by the Company to such non-employee director during such calendar year for service on the Board of Directors, will not exceed five hundred thousand dollars in total value, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes, or, with respect to the calendar year in which a nonemployee director is first appointed or elected to our Board of Directors, one million dollars.

Stock options represent the right to purchase shares of our common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of our shares of common stock on the date of grant. The Company’s compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to the Company’s right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the EIP is ten years.

RSUs represent a right to receive common stock or their cash equivalent for each RSU that vests, which vesting may be based on time or achievement of performance conditions. Unless otherwise determined by our compensation committee at the time of grant, vesting will cease on the date the participant no longer provides services to the Company and unvested shares will be forfeited. If an RSU has not been forfeited, then on the date specified in the RSUs, the Company will deliver to the holder a number of whole shares of common stock, cash or a combination of shares of our common stock and cash. Additionally, dividend equivalents may be credited in respect of shares covered by the RSUs. Any additional shares covered by the RSU credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying RSU agreement to which they relate. The RSUs generally vest over a 3-or-4 year period. The fair value of RSUs are based on the share price as at date of grant.

SARs provide for a payment, or payments, in cash or shares of common stock to the holder based upon the difference between the fair market value of shares of our common stock on the date of exercise and the stated exercise price. The maximum term of SARs granted under the EIP is ten years. No SARs were issued to date.

The EIP permits the grant of performance-based stock and cash awards. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates or business segments and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be conclusively determined by the Board of Directors.

In conjunction with the reverse acquisition with Aphria Inc on April 30, 2021, 9,806,851 shares of common stock had been reserved for issuance under the EIP. The number of shares of common stock reserved for issuance under the 2018 EIP will automatically increase on January 1 of each calendar year, for a period of not more than ten years, starting on January 1, 2019 and ending on and including January 1, 2027, in an amount equal to 4% of the total number of shares of our common stock outstanding on December 31 of the prior calendar year, or a lesser number of shares determined by our Board of Directors. The shares reserved include only the outstanding shares related to stock options and RSUs and excludes stock options outstanding under the Original Plan.

Certain employees and other service providers of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc (the “Original Plan”) under the terms and valuation method detailed below. The expected life of the stock options represented the period of time stock options were expected to be outstanding and was estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility was based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant.

No stock options were granted under the EIP during the year ended May 31, 2024 and 2023.

Stock-based activity under the EIP and Original Plan for the year ended May 31, 2024 is as follows:

EIP Time-based stock option activity
						*Weighted-*
				*Weighted-*		*average*
				*average*		*remaining*
	*Stock*			*exercise*		*contractual*		*Aggregate*
	*Options*			*price*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		2,809,198		$	14.88		5.0	$	—
Granted		—			—		—		—
Exercised		—			—		—		—
Forfeited		—			—		—		—
Cancelled		(11,411	)		101.80		—		—
Balance, May 31, 2024		2,797,787		$	14.53		4.0	$	—

Original plan time-based stock option activity
						*Weighted-*
				*Weighted-*		*average*
				*average*		*remaining*
	*Stock*			*exercise*		*contractual*		*Aggregate*
	*Options*			*price*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		63,969		$	3.52		3.8	$	7.68
Exercised		(4,291	)		0.19		—		—
Forfeited		—			—		—		—
Cancelled		(10,512	)		5.16		—		—
Balance, May 31, 2024		49,166		$	3.46		3.0	$	1.43

Time-based and Performance-based RSU activity
				*Weighted-*		*Weighted-*
				*average*		*average*
				*grant-date*		*remaining*
	*Time-based*			*fair value*		*contractual*		*Aggregate*
	*RSUs*			*per share*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		12,138,692		$	6.04		1.7	$	24,857
Granted		21,246,702			1.93		—		39,553
Vested		(6,199,254	)		4.76		—		(11,159	)
Forfeited		(1,051,288	)		2.21		—		(1,892	)
Cancelled		—			—		—		—
Balance, May 31, 2024		26,134,852		$	3.16		2.85	$	47,043

Predecessor Plan - Aphria

Aphria had established the Aphria Omnibus Incentive Plan (the “Aphria Predecessor Plan”). Following stockholder approval of the EIP, no new awards have been granted under the Aphria Predecessor Plan. In connection with the reverse acquisition Aphria stock options, Aphria RSUs and DSUs issued under the Predecessor Plan were exchanged for options, RSUs under the EIP. As a result of the modification, all grantees were affected, and the Company recognized nil incremental compensation cost.

No stock options were granted under the Aphria Predecessor Plan during the years ended May 31, 2024 and 2023. As of May 31, 2024,there were 434,212 awards outstanding and which are vested and exercisable.

Stock option, RSU and DSU activity for the Company under the Predecessor Plan is as follows:

Time-based stock option activity

						*Weighted*		*Weighted*
				*Weighted*		*average*		*average*
				*average*		*grant*		*remaining*		*Aggregate*
	*Number of*			*exercise*		*date fair*		*contractual*		*Intrinsic*
	*options*			*price*		*value*		*term (years)*		*Amount*
Outstanding, beginning of the year		1,706,627		$	11.16	$	60.75		1.0		—
Exercised during the year		—			—		—		—		N/A
Granted during the year		—			—		—		—		N/A
Forfeited during the year		—			—		—		—		N/A
Expired during the year		(1,272,415	)		12.39		—		—		N/A
Outstanding, end of the year		434,212		$	7.56	$	—		0.65		—
Vested and exercisable, end of the year		434,212		$	7.56	$	—		0.65		—

Time-based and Performance-based RSU activity

	*May 31, 2024*
				*Weighted*
				*average*
				*grant -*
				*date fair*
	*Time- based*			*value per*
	*RSUs*			*share*
Non-vested, beginning of the year		371,182		$	11.37
Granted during the year		—			—
Vested during the year		(123,113	)	$	6.47
Forfeited during the year		(3,876	)	$	6.90
Non-vested, end of the year		244,193		$	13.91

Predecessor Plan - HEXO

Prior to the acquisition of HEXO Corp, HEXO had established the Formal Plan and Omnibus Incentive Plan (the “HEXO Predecessor Plan”). In connection with the acquisition, HEXO stock options issued under these plans were exchanged at a rate of 0.4352 for 1,267,793 options under the Tilray 2018 EIP. As a result of the modification, all grantees were affected, and the Company recognized nil incremental compensation cost. Following stockholder approval of the EIP, no new awards have been granted under the Predecessor Plan. As of May 31, 2024, 1,144,218 awards outstanding and 1,120,768 are vested and exercisable.

	*May 31, 2024*
						*Weighted*		*Weighted*
				*Weighted*		*average*		*average*
				*average*		*grant*		*remaining*		*Aggregate*
	*Number of*			*exercise*		*date fair*		*contractual*		*Intrinsic*
	*options*			*price*		*value*		*term (years)*		*Amount*
Outstanding, beginning of the year		—		$	—	$	—		—		—
Exercised during the year											N/A
Converted upon acquisition		1,267,793			62.87		—		8.91		N/A
Forfeited during the year		(63,760	)		26.27		—		—		N/A
Expired during the year		(59,815	)		339.63		—		—		N/A
Outstanding, end of the year		1,144,218		$	53.40	$	—		1.19		—
Vested and exercisable, end of the year		1,120,768		$	54.15	$	—		1.04		—

The entire disclosure for equity.

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Note 27 - Non-operating Income (Expense)

12 Months Ended

May 31, 2024

Other Nonoperating Income and Expense [Text Block]

27.

Non-operating (expense) income

Non-operating (expense) income is comprised of:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Change in fair value of convertible debenture payable	$	(19,736	)	$	(43,651	)	$	163,670
Change in fair value of warrant liability		(1,436	)		12,438			63,913
Foreign exchange (loss) gain		(4,086	)		(25,535	)		(28,383	)
Loss on long-term investments		(217	)		(2,190	)		(6,737	)
Other non-operating (losses) gains, net		(12,367	)		(7,971	)		5,208
	$	(37,842	)	$	(66,909	)	$	197,671

Included in other non-operating (losses) gains, net for the year ended May 31, 2024, are losses of $12,367 which is comprised of $2,313 from the downside protection share issuance relating to the HTI note, as described in Note 19 (Stockholders' equity), $2,458 of amounts to settle outstanding notes with non-controlling interest shareholders, $4,638 for a decrease in value of equity investee, as described in Note 28 (Commitments and contingencies), Cannfections, and $3,063 loss on measurement at the lower of carrying amount and the fair value less costs to sell of Broken Coast's former Duncan facility, refer to Note 6 (Capital assets).

Note 6 - Capital Assets (Tables)

12 Months Ended

May 31, 2024

Property, Plant and Equipment [Table Text Block]

	*May 31,*			*May 31,*
	*2024*			*2023*
Land	$	45,577		$	30,635
Production facility		369,630			344,627
Equipment		258,532			185,422
Leasehold improvement		19,377			7,753
Finance lease, right-of-use assets		43,993			—
Construction in progress		10,713			8,048
	$	747,822		$	576,485
Less: accumulated amortization		(189,575	)		(146,818	)
Total	$	558,247		$	429,667

Disclosure of Long-Lived Assets Held-for-Sale [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
Land	$	954	$	—
Production facility		24,682		—
Equipment		6,438		—
	$	32,074	$	—

Note 30 - Segment Reporting (Details Textual) $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2022
Number of Reportable Segments	4
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Major Customers [Member]
Number Of Major Customers	0	0	0
Advisory Services Agreement With HEXO [Member] \| Advisory Services Revenue [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,500	$ 40,377

Note 9 - Business Acquisitions

12 Months Ended

May 31, 2024

Business Combination Disclosure [Text Block]

9.	Business Acquisitions

Acquisition of Montauk Brewing Company, Inc.

On November 7, 2022, Tilray acquired Montauk Brewing Company, Inc. (“Montauk”), a leading craft brewer based in Montauk, New York, which expanded our distribution network with a strong brand in the tri-state region of the U.S. In consideration for the acquisition of Montauk, and after giving effect to post-closing adjustments, the Company paid an aggregate purchase price equal to $35,123, which was comprised of $ 28,701 in cash and the remainder through the issuance of 1,708,521 shares of Tilray's common stock (having a value of $6,422 at closing). In the event that Montauk achieves certain volume and/or EBITDA targets on or before December 31, 2025, the stockholders of Montauk shall be eligible to receive additional contingent cash consideration of up to $18,000. The Company determined that the closing date fair value of this contingent consideration was $10,245 based on the inputs disclosed in Note 29 (Financial risk management and financial instruments).

The table below summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:

	*Amount*
Consideration
Cash	$	28,701
Shares		6,422
Contingent consideration		10,245
Net assets acquired
Current assets
Cash and cash equivalents		1,983
Accounts receivable		1,116
Prepaids and other current assets		467
Inventory		1,570
Long-term assets
Capital assets		420
Customer relationships (15 years)		18,540
Intellectual property, trademarks & brands (15 years)		13,650
Goodwill		17,803
Total assets		55,549
Current liabilities
Accounts payable and accrued liabilities		1,580
Long-term liabilities
Deferred tax liability		4,851
Other liabilities		3,750
Total liabilities		10,181
Total net assets acquired	$	45,368

In the event that the Montauk acquisition had occurred on June 1, 2022, the Company would have had additional net revenue of approximately $nil and $12,100 for the year ended May 31, 2024 and 2023 respectively, and its consolidated net loss and comprehensive net loss would have increased by approximately $nil and $1,100 for the year ended May 31, 2024 and 2023, respectively, primarily as a result of amortization of the intangible assets acquired. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of Montauk.

Acquisition of HEXO Corp.

On June 22, 2023, Tilray acquired HEXO, a cannabis company in Canada (the “HEXO Acquisition”) for the purpose of expanding the Company’s revenue base, production capabilities around certain form factors and growth opportunities with the Redecan brand. In consideration for the HEXO Acquisition, the Company paid a total purchase price equivalent of $93,882, which consisted of stock consideration of $63,927, settlement of convertible notes receivable of $28,720, the fair value of HEXO stock-based compensation of $1,188 and the assumption of warrants with exercise prices that are out-of-the-money. In connection with the HEXO Acquisition, each outstanding HEXO common share was exchanged for 0.4352 of a share of Tilray common stock and each outstanding HEXO preferred share was exchanged for 0.7805 of a share of Tilray common stock. In the aggregate, the Company issued 39,705,962 shares of Tilray common stock, at a share price of $1.61 per share, in connection with the HEXO Acquisition. The Company intends to sell HEXO's Kirkland lake property and the Quebec cultivation facility, and has recorded the value of the associated capital assets as assets held for sale, see Note 6 (Capital assets).

The table below summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:

	*Amount*
Consideration
Shares	$	63,927
Settlement of convertible notes receivable		28,720
Warrants assumed		47
Estimated fair value of HEXO stock-based compensation		1,188
Net assets acquired
Current assets
Cash and cash equivalents		14,634
Restricted cash		1,656
Accounts receivable		7,855
Asset held for sale		755
Prepaids and other current assets		2,709
Inventory		24,122
Long-term assets
Prepaid expenses		8,384
Capital assets		70,634
Intellectual property, trademarks & brands (15 years)		4,505
Interest in equity investee		3,145
Total assets		138,399
Current liabilities
Accounts payable and accrued liabilities		44,517
Total liabilities		44,517
Total net assets acquired	$	93,882

Included in accounts payable and accrued liabilities was $12,253 of litigation settlement accruals as of June 22, 2023.

In the event the HEXO Acquisition had occurred on June 1, 2022, the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $7,000 for the year ended May 31, 2024 and $78,000 for the year ended May 31, 2023, and its net loss and comprehensive net loss would have increased by approximately $1,800 for the year ended May 31, 2024, and $199,000 for the year ended May 31, 2023, respectively. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of HEXO.

Acquisition of Truss Beverage Co.

On August 3, 2023, Tilray acquired the remaining 57.5% equity interest in Truss Beverage Co. ("Truss"), a cannabis beverage company, from Molson Coors Canada ("Molson"). This purchase represents the equity portion of Truss that had not been previously acquired as part of the HEXO Acquisition. The consideration paid by Tilray consisted of $74 (CAD$100) in cash and contingent consideration fair valued at $4,181. During the year ended May 31, 2024, the contingent consideration liability was settled in exchange for a final payment equal to $760 with the resultant gain of $3,683 recorded in change in fair value of contingent consideration, offset by $262 of foreign exchange. Tilray initially planned to divest Truss' assets and recorded the value of the associated capital assets and lease obligations as an asset held for sale. During the quarter ended November 30, 2023, due to a change in circumstance in the Company's ability to sell these assets, they were subsequently reclassified as capital assets as the Company has made alternative plans for their utilization. The Company subsequently shifted production of Truss beverages to one of our existing facilities to maximize existing capacity utilization rates .The asset was then remeasured at the lower of its carrying amount before being classified as held for sale less the amortization that would have occurred and the fair value on the date the decision not to proceed with a sale was made. Changes in the carrying amount were recorded in the consolidated statement of net loss and comprehensive loss as amortization in cost of goods sold. During the quarter ended May 31, 2024, the Company sold Truss Beverage Co. to a third party but the Company continues to retain liability for all of Truss's pre-closing contingent obligations.

The table below summarizes the fair value of the assets acquired and the liabilities assumed at the acquisition date:

	*Amount*
Consideration
Cash consideration	$	74
Investment in equity investees		3,145
Contingent consideration		4,181
Net assets acquired
Current assets
Cash and cash equivalents		6,739
Accounts receivable		1,038
Prepaids and other current assets		78
Inventory		2,573
Asset held for sale		2,960
Long-term assets
Intangible assets		296
Total assets		13,684
Current liabilities
Accounts payable and accrued liabilities		5,408
Other liabilities		876
Total liabilities		6,284
Total net assets acquired	$	7,400

In the event that the Truss acquisition had occurred on June 1, 2022 the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $3,000 for the year ended May 31, 2024, and $16,100 for the year ended May 31, 2023, and its consolidated net loss and comprehensive net loss would have increased by approximately $700 for the year ended May 31, 2024, and $48,800 for the year ended May 31, 2023.

Acquisition of Craft Beverage Business Portfolio

On September 29, 2023, Tilray acquired a portfolio of craft brands, assets and businesses comprising eight beer and beverage brands from Anheuser-Busch Companies, LLC, ("AB") including breweries and brewpubs associated with them (the “Craft Acquisition”). The acquired businesses/brands include Shock Top, Breckenridge Brewery, Blue Point Brewing Company, 10 Barrel Brewing Company, Redhook Brewery, Widmer Brothers Brewing, Square Mile Cider Company, and HiBall Energy. The Company paid a total purchase price equivalent of $83,658 in cash, net of a preliminary working capital adjustment at closing of $1,342, which was subject to a final working capital adjustment. As described in Note 16 (Long-term debt), $20,000 was borrowed under the ABC Group Delayed Draw Term Loan Agreement to fund part of the purchase price paid for the Craft Acquisition.

The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the Craft Acquisition at the effective acquisition date as follows:

	*Amount*
Consideration
Cash consideration	$	83,658
Net assets acquired
Current assets
Cash and cash equivalents		77
Inventory		21,493
Prepaids and other current assets		573
Long-term assets
Capital assets		76,114
Finance lease, right-of-use assets		45,496
Operating lease, right-of-use assets		7,677
Other assets		108
Total assets		151,538
Current liabilities
Accounts payable and accrued liabilities		14,706
Current portion of finance lease liabilities		1,031
Current portion of operating lease liabilities		1,408
Long - term liabilities
Finance lease liabilities		44,465
Operating lease liabilities		6,270
Total liabilities		67,880
Total net assets acquired	$	83,658

In the event that the Craft Acquisition had occurred on June 1, 2022, the Company would have had, on an unaudited proforma basis, additional revenue of approximately $55,000 for the year ended May 31, 2024, and $155,000 for the year ended May 31, 2023, and its net loss and comprehensive net loss would have increased by approximately $5,000 for the year ended May 31, 2024, and $2,400 for the year ended May 31, 2023. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Craft Acquisition.

Note 11 - Convertible Notes Receivable (Details Textual) $ in Thousands		12 Months Ended
	Aug. 31, 2021 USD ($) shares	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2022 USD ($)
Other-than-temporary Fair Value Loss, Convertible Notes Receivable		$ 42,681	$ 246,330	$ 0
MM Notes [Member]
Financing Receivable, before Allowance for Credit Loss, Total	$ 165,799
Notes Receivable, Interest Rate, Basis Spread on Variable Rate	6.00%
Notes Receivable, SOFR Floor	2.50%
Other-than-temporary Fair Value Loss, Convertible Notes Receivable		42,681
MM Notes [Member] \| Convertible Debt [Member]
Interest Income, Purchased Receivables		$ 0
MM Notes [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Notes Receivable, Measurement Input	0.035
MM Notes [Member] \| Measurement Input, Price Volatility [Member]
Notes Receivable, Measurement Input	0.70
MM Notes [Member] \| Measurement Input, Forfeiture Rate [Member]
Notes Receivable, Measurement Input	0
MM Notes [Member] \| Measurement Input, Expected Dividend Rate [Member]
Notes Receivable, Measurement Input	0
MM Notes [Member] \| Measurement Input, Probability of Legalization [Member] \| Minimum [Member]
Notes Receivable, Measurement Input	0
MM Notes [Member] \| Measurement Input, Probability of Legalization [Member] \| Maximum [Member]
Notes Receivable, Measurement Input	0.60
Superhero Acquisition LP [Member]
Noncontrolling Interest, Ownership Percentage by Parent	68.00%	68.00%
The MM Notes and MM Warrants [Member]
Stock Issued During Period, Shares, Acquisitions (in shares) \| shares	9,817,061
Stock Issued During Period, Value, Acquisitions	$ 117,804

Note 23 - Cost of Goods Sold (Tables)

12 Months Ended

May 31, 2024

Schedule of Cost of Goods Sold [Table Text Block]

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
Beverage alcohol costs	$	113,522	$	48,770	$	32,033
Cannabis costs		182,594		162,755		194,834
Distribution costs		230,596		231,309		243,231
Wellness costs		38,879		37,330		41,457
Total	$	565,591	$	480,164	$	511,555

Note 15 - Accounts Payable and Accrued Liabilities

12 Months Ended

May 31, 2024

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

15.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities comprised of:

	*May 31,*		*May 31,*
	*2024*		*2023*
Trade payables	$	105,392	$	70,819
Accrued liabilities		92,424		48,394
Litigation accrual		24,378		25,000
Accrued payroll and employment related taxes		6,154		18,772
Income taxes payable		4,092		14,934
Accrued interest		4,217		8,102
Sales taxes payable		5,300		4,661
Total	$	241,957	$	190,682

Note 16 - Long-term Debt (Tables)

12 Months Ended

May 31, 2024

Schedule of Long-Term Debt Instruments [Table Text Block]

	*May 31,*			*May 31,*
	*2024*			*2023*
Credit facility - C$66,000 - Canadian prime interest rate plus an applicable margin, 3-year term, with a 10-year amortization, repayable in blended monthly payments, due in November 2025	$	39,420		$	45,260
Term loan - C$25,000 - Canadian prime plus 1.00%, compounded monthly, 5-year term, with a 15-year amortization, repayable in equal monthly installments of C$181 including interest, due in July 2033		10,212			10,959
Term loan - C$25,000 - Canadian prime plus 1.00%, compounded monthly, 5-year term, with a 15-year amortization, repayable in equal monthly installments of C$196 including interest, due in July 2033		12,422			13,092
Term loan - C$1,250 - Canadian prime plus 1.50%, 5-year term, with a 10-year amortization, repayable in equal monthly installments of C$12 including interest, due in August 2026		263			346
Mortgage payable - C$3,750 - Canadian prime plus 1.50%, 5-year term, with a 20-year amortization, repayable in equal monthly installments of C$23 including interest, due in August 2026		2,089			2,104
Term loan ‐ €5,000 ‐ EURIBOR plus 2.15%, 5‐year term, repayable in quarterly installments of €250 plus interest, due in December 2023		—			803
Term loan ‐ €1,200 ‐ at 4.26%, 1‐year term, repayable in monthly installments of €100 plus interest, due in December 2023		—			755
Term loan ‐ €1,500 ‐ at 2.00%, 5‐year term, repayable in quarterly installments of €94 plus interest, due in April 2025		417			819
Term loan ‐ €3,500 ‐ at 4.59%, 5‐year term, repayable in monthly installments of €66 including interest, due in August 2028		3,151			1,706
Mortgage payable - $22,635 - EURIBOR rate plus 1.5%, 10-year term, repayable in monthly installments of $57 including interest, due in October 2030		20,066			20,863
Term loan - $90,000 - SOFR plus an applicable margin, 5-year term, repayable in quarterly installments of $875 to $1,750 due in June 2028		86,626			65,000
Carrying amount of long-term debt		174,666			161,707
Unamortized financing fees		(808	)		(738	)
Net carrying amount		173,858			160,969
Less principal portion included in current liabilities		(15,506	)		(24,080	)
Total noncurrent portion of long-term debt	$	158,352		$	136,889

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Note 7 - Leases - Lease Related Assets and Liabilities (Details) (Parentheticals) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Liabilities, Current [Abstract]
Operating and Finance Lease Liability, Current	$ 5,091	$ 2,423
Liabilities, Noncurrent [Abstract]
Operating and Finance Lease Liability, Noncurrent	$ 60,422	$ 7,936
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating and Finance Lease Liability, Current	Operating and Finance Lease Liability, Current
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating and Finance Lease Liability, Current	Operating and Finance Lease Liability, Current
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating and Finance Lease Liability, Noncurrent	Operating and Finance Lease Liability, Noncurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating and Finance Lease Liability, Noncurrent	Operating and Finance Lease Liability, Noncurrent

Note 30 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Net revenue	$ 788,942	$ 627,124	$ 628,372
UNITED STATES
Net revenue	233,141	123,284	103,991
CANADA
Net revenue	243,722	201,361	210,141
EMEA [Member]
Net revenue	296,450	284,567	296,911
Rest of World [Member]
Net revenue	$ 15,629	$ 17,912	$ 17,329

Note 25 - Restructuring

12 Months Ended

May 31, 2024

Restructuring and Related Activities Disclosure [Text Block]

25.

Restructuring

In connection with executing our acquisition strategy and strategic transactions, the Company incurred restructuring and exit costs associated with the integration efforts of these non-recurring transactions. For the year ended May 31, 2024, May 31, 2023 and May 31, 2022, the Company incurred $15,581, $9,245 and $795 respectively of restructuring costs. The Company approves detailed restructuring initiative plans at the executive level and recognizes these expenses in the period in which the plan has been committed to. The breakdown of the restructuring charges for the year ended May 31, 2024 are as follows:

Within the Cannabis reporting unit, three restructuring plans have been initiated as follows; HEXO acquisition related charges which is expected to take place within 24 months from the acquisition date, Truss acquisition related charges which is expected to take place within 18 months from the acquisition date and the Canadian business cost reduction plan, which concluded during the fiscal year. During the year ended May 31, 2024, the following expenses were recognized, $10,174 of employee termination benefits and other restructuring charges for the HEXO acquisition plan, $3,549 of restructuring charges related to the costs of exiting the Truss facility given the sale of the facility and $482 of employee termination benefits for the Canadian cannabis business cost reduction plan.

Within the distribution reporting unit, the Company completed its cost optimization plan during the year ended May 31, 2024. During the year ended May 31, 2024, the Company recognized $1,376 related to employee termination benefits in connection with the execution of this plan.

For the year ended May 31, 2023, the Company recognized $9,245 of restructuring charges which was comprised of $2,663 of severance costs required to right size the Company's production, $1,599 of exit costs, and $1,276 for inventory adjustments from the termination of our producer partnership in Uruguay due to a breach of the underlying contract in our International cannabis business. Additionally, amounts related to the Tilray-Aphria Arrangement Agreement for the closure of our Canadian cannabis facility in Enniskillen of $1,512 million were incurred. The Company also incurred $2,195 million of write-offs from the exit of our medical device reprocessing business in our distribution reporting segment.

For the year ended May 31, 2022, the Company recognized $795 of restructuring charges related to the Tilray and Aphria business combination.

Note 7 - Leases (Tables)

12 Months Ended

May 31, 2024

Lessee, Operating and Finance Lease, Liabilities, to be Paid, Maturity [Table Text Block]

		*May 31,*		*May 31,*
	*Classification on Balance Sheet*	*2024*		*2023*
Assets
Finance lease, right-of-use assets	Capital assets	$	43,993	$	—
Operating lease, right-of-use assets	Operating lease, right-of-use assets		16,101		5,941
Total right-of-use asset		$	60,094	$	5,941
Liabilities
Current:
Current portion of finance lease liabilities	Current portion of lease liabilities	$	1,092	$	—
Current portion of operating lease liabilities	Current portion of lease liabilities		3,999		2,423
Non-current:
Finance lease liabilities	Lease liabilities		43,948		—
Operating lease liabilities	Lease liabilities		16,474		7,936
Total lease liabilities		$	65,513	$	10,359

	*Operating*			*Finance*
	*leases*			*leases*
2025	$	5,821		$	4,036
2026		5,540			4,036
2027		4,893			4,036
2028		3,997			4,036
Thereafter		6,101			79,993
Total minimum lease payments	$	26,352		$	96,137
Imputed interest		(5,879	)		(51,097	)
Obligations recognized	$	20,473		$	45,040

Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals)	May 31, 2024	Feb. 29, 2024	May 31, 2023	May 30, 2023	Jul. 12, 2022	Apr. 01, 2019
TLRY 27 [Member]
Rate	5.20%		5.20%	5.20%
HT Investments MA LLC Note [Member]
Rate	4.00%		4.00%		4.00%
APHA 24 [Member]
Rate	5.25%		5.25%			5.25%
TLRY 23 [Member]
Rate	5.00%	5.00%	5.00%

Note 17 - Convertible Debentures Payable (Details Textual)				1 Months Ended	12 Months Ended
	Oct. 02, 2023 USD ($)	Sep. 12, 2023 USD ($) shares	May 30, 2023 USD ($) $ / shares shares	Apr. 30, 2019	May 31, 2024 USD ($) shares	May 31, 2023 USD ($)	May 31, 2022 USD ($)	Feb. 29, 2024	Jul. 12, 2022 USD ($)	Apr. 01, 2019 USD ($) $ / shares
Accretion Expense					$ 14,459,000	$ 3,848,000	$ 5,042,000
Repayments of Convertible Debt					107,330,000	187,394,000	88,026,000
Other Nonoperating Gains (Losses)					(12,367,000)	(7,971,000)	5,208,000
Conversion of APHA 24 Notes to Shares [Member]
Debt Conversion, Original Debt, Amount					$ 136,410,000
Settlement of Convertible Debt Through Share Issuance, Shares (in shares) \| shares					73,484,147
HT Investments MA LLC Note [Member]
Debt Instrument, Face Amount					$ 0	$ 50,000,000			$ 50,000,000
Debt Instrument, Interest Rate, Stated Percentage					4.00%	4.00%			4.00%
Interest Expense, Debt					$ 500,000	$ 1,778,000	0
Accretion Expense					2,166,000	6,889,000	0
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature						9,055,000
TLRY 27 [Member]
Debt Instrument, Face Amount			$ 172,500,000		$ 172,500,000	$ 150,000,000
Debt Instrument, Interest Rate, Stated Percentage			5.20%		5.20%	5.20%
Interest Expense, Debt					$ 8,970,000
Accretion Expense					11,516,000
Debt Instrument, Convertible, Conversion Ratio			376.6478
Debt Instrument, Convertible, Multiples of Principal Amount			$ 1,000
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares			$ 2.66
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger			130.00%
Own-share Lending Arrangement, Shares, Issued (in shares) \| shares			38,500,000
APHA 24 [Member]
Debt Instrument, Face Amount					$ 350,000,000	$ 350,000,000				$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage					5.25%	5.25%				5.25%
Interest Expense, Debt					$ 5,803,000	$ 13,610,000	13,600,000
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares										$ 11.2
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger				130.00%
Debt Instrument, Convertible, Threshold Trading Days				20
Debt Instrument, Convertible, Threshold Consecutive Trading Days				30
Debt Instrument, Redemption Price, Including Interest, Percentage				100.00%
Debt Instrument, Increase (Decrease), Net					16,172,000
Debt Instrument, Fair Value Adjustment					19,735,000
Foreign Exchange Impact					3,563,000
Debt Instrument, Outstanding Principal Amount					330,000	136,740,000
Debt Instrument, Repurchase Amount					$ 349,670,000	213,260,000
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) \| shares					73,484,147
TLRY 23 [Member]
Debt Instrument, Face Amount					$ 0	$ 277,856,000
Debt Instrument, Interest Rate, Stated Percentage					5.00%	5.00%		5.00%
Interest Expense, Debt					$ 2,122,000	$ 9,303,000	14,684,000
Accretion Expense					786,000	2,817,000	$ 4,176,000
Debt Instrument, Repurchase Amount		$ 20,000,000			$ (0)	$ 150,526,000
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) \| shares		7,000,000			7,000,000
Repayments of Convertible Debt	$ 107,331,000	$ 610,000
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature		1,672,000
Other Nonoperating Gains (Losses)		$ (1,062,000)

Note 29 - Financial Risk Management and Financial Instruments - Schedule of Aging Accounts Receivable (Details) $ in Thousands	May 31, 2024 USD ($)
Accounts receivable, net	$ 101,695
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables
Accounts Receivable, 0 to 30 Days Past Due [Member]
Accounts receivable, net	$ 86,435
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables	85.00%
Accounts Receivable, 31 to 60 Days Past Due [Member]
Accounts receivable, net	$ 3,042
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables	3.00%
Accounts Receivable, 61 to 90 Days Past Due [Member]
Accounts receivable, net	$ 893
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables	1.00%
Accounts Receivable, Greater Than 90 Days Past Due [Member]
Accounts receivable, net	$ 11,325
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables	11.00%

Note 23 - Cost of Goods Sold

12 Months Ended

May 31, 2024

Cost of Goods Sold [Text Block]

23.

Cost of goods sold

Cost of goods sold is comprised of:

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
Beverage alcohol costs	$	113,522	$	48,770	$	32,033
Cannabis costs		182,594		162,755		194,834
Distribution costs		230,596		231,309		243,231
Wellness costs		38,879		37,330		41,457
Total	$	565,591	$	480,164	$	511,555

Note 2 - Basis of Preparation

12 Months Ended

May 31, 2024

Basis of Accounting [Text Block]

2.	Basis of preparation

The policies applied in these consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

These consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies.

Foreign currency

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s reporting currency; however, the functional currency of the entities in these financial statements are their respective local currencies, including Canadian dollar, USD, Euro, Australian dollar, and British Pound Sterling.

Foreign currency transactions are remeasured to the respective functional currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are remeasured to the functional currency at the foreign exchange rate applicable at the statement of financial position date. Non-monetary items carried at historical cost denominated in foreign currencies are remeasured to the functional currency at the date of the transactions. Non-monetary items carried at fair value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized exchange gains and losses are recognized through profit and loss.

On consolidation, the assets and liabilities of foreign operations reported in their functional currencies are translated into USD, the Group’s presentation currency, at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into USD using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated in equity.

Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of all subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated on consolidation.

Equity method investments

In accordance with ASC 323, Investments – Equity Method and Joint Ventures, investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recognized initially at cost, which includes transaction costs. After initial recognition, the consolidated financial statements include the Company’s share of undistributed earnings or losses, and impairment, if any, until the date on which significant influence ceases.

If the Company’s share of losses in an equity investment equals or exceeds its interest in the entity, including any net advances, the group does not recognize further losses, unless it has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee.

Unrealized gains on transactions between the Company and its equity-method investees are eliminated only to the extent of the Company’s interest in these entities. Unrealized losses are also eliminated, except to the extent that the underlying asset is impaired.

Note 30 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Net revenue	$ 788,942	$ 627,124	$ 628,372
Cost of goods sold	565,591	480,164	511,555
Gross Profit	223,351	146,960	116,817
Cannabis Segment [Member]
Net revenue	272,798	220,430	237,522
Cost of goods sold	182,594	162,755	194,834
Gross Profit	90,204	57,675	42,688
Revenue	370,692	284,314	300,891
Excise taxes	(97,894)	(63,884)	(63,369)
Cannabis Segment [Member] \| Medical Cannabis Products [Member]
Revenue	25,211	25,000	30,599
Cannabis Segment [Member] \| Adult-use Cannabis Products [Member]
Revenue	266,846	214,319	209,501
Cannabis Segment [Member] \| Wholesale Cannabis Products [Member]
Revenue	25,340	1,436	6,904
Cannabis Segment [Member] \| International Cannabis Products [Member]
Revenue	53,295	43,559	53,887
Beverage Alcohol Business [Member]
Net revenue	202,094	95,093	71,492
Cost of goods sold	113,522	48,770	32,033
Gross Profit	88,572	46,323	39,459
Revenue	213,614	100,679	74,959
Excise taxes	(11,520)	(5,586)	(3,467)
Tilray Pharma Segment [Member]
Net revenue	258,740	258,770	259,747
Cost of goods sold	230,596	231,309	243,231
Gross Profit	28,144	27,461	16,516
Wellness Business [Member]
Net revenue	55,310	52,831	59,611
Cost of goods sold	38,879	37,330	41,457
Gross Profit	$ 16,431	$ 15,501	$ 18,154

Note 28 - Commitments and Contingencies

12 Months Ended

May 31, 2024

Commitments and Contingencies Disclosure [Text Block]

28.

Commitments and contingencies

Purchase and other commitments

The Company has payments on long-term debt (refer to Note 16 Long-term debt), convertible notes (refer to Note 17 Convertible Debentures), material purchase commitments and construction commitments as follows:

	*Total*		*2025*		*2026*		*2027*		*2028*		*Thereafter*
Long-term debt repayment	$	174,666	$	15,507	$	43,232	$	11,764	$	68,672	$	35,491
Convertible debentures payable		172,830		330		—		172,500		—		—
Material purchase obligations		59,959		26,410		33,549		—		—		—
Construction commitments		575		575		—		—		—		—
Total	$	408,030	$	42,822	$	76,781	$	184,264	$	68,672	$	35,491

Legal proceedings

In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, our management believes that it has established appropriate legal reserves. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.

Class Action Suits and Stockholder Derivative Suits

Authentic Brands Group Related Class Action (New York, United States)

On May 4, 2020, Ganesh Kasilingam filed a lawsuit in the United States District Court for the Southern District of New York (“SDNY”), against Tilray Brands, Inc., Brendan Kennedy and Mark Castaneda, on behalf of himself and a putative class, seeking to recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Kasilingam litigation”). The complaint alleges that Tilray and the individual defendants overstated the anticipated advantages of the Company’s revenue sharing agreement with Authentic Brands Group (“ABG”), announced on January 15, 2019, and that the plaintiff suffered losses when Tilray’s stock price dropped after Tilray recognized an impairment with respect to the ABG deal on March 2, 2020. On August 6, 2020, SDNY entered an order appointing Saul Kassin as Lead Plaintiff and The Rosen Law Firm, P.A. as Lead Counsel. Lead Plaintiff filed an amended complaint on October 5, 2020, which asserts the same Sections 10(b) and 20(a) claims against the same defendants on largely the same theory, and includes new allegations that Tilray’s reported inventory, cost of sales, and gross margins in its financial reports during the class period were false and misleading because Tilray improperly recorded unsellable “trim” as inventory and understated the cost of sales for its products.

On September 27, 2021, the U.S. District Court entered an Opinion & Order granting the Defendants’ motion to dismiss the complaint in the Kasilingam litigation without prejudice. On December 3, 2021, the lead plaintiff filed a second amended complaint alleging similar claims against Tilray and Brendan Kennedy. The Defendants successfully moved to dismiss the second amended complaint on February 2, 2022. In dismissing the second amended complaint, the court granted the Plaintiff leave to amend one final time. On September 27, 2023, the Plaintiff filed its Third Amended Complaint.

The Defendants’ materials for a motion to dismiss the Third Amended Complaint were filed on November 8, 2023. A decision on the motion is expected by December 2024.

Aphria Inc. Securities Litigation (New York, United States)

On December 5, 2018, a putative securities class action was commenced in SDNY against Aphria and certain current and former officers and directors. The action claims that the defendants misrepresented the value of three cannabis-producing properties Aphria acquired in Jamaica, Colombia, and Argentina (the “LATAM Assets”). On December 3, 2018, two notorious short-sellers issued a report about the acquisitions, claiming the LATAM Assets were non-functional or non-existent, which allegedly caused Aphria’s stock price to fall. On April 15, 2019, Aphria took impairment charges on the LATAM Assets, which also allegedly caused Aphria’s stock price to decline. The putative class action claims that Aphria artificially inflated the price of its publicly-traded stock by making false statements about the LATAM Assets, and when the purported truth was revealed by a short-seller report and write-down, the stock price declined, harming investors.

On September 30, 2020, the Court denied the motion to dismiss the complaint as to Aphria, Vic Neufeld, and Carl Merton, and granted the motion as to Cole Cacciavillani, John Cervini, Andrew DeFrancesco, and SOL Global Investments. On October 1, 2020, Plaintiffs moved for reconsideration of the order dismissing DeFrancesco and SOL or, in the alternative, to amend their complaint. On October 14, 2020, Aphria, Neufeld, and Merton moved for reconsideration of the order denying their motion to dismiss.

On September 28, 2021, the Court denied all motions for reconsideration and provided Plaintiffs with the opportunity to amend their complaint. Plaintiffs did not amend, and so the dismissals of Cacciavillani, Cervini, DeFrancesco, and SOL Investments became dismissals with prejudice.

On January 28, 2022, Plaintiffs moved for class certification, and briefing on the motion was complete as of June 28, 2022. The motion was granted, and a class was certified. On April 12, 2024, the parties filed a revised schedule for the remainder of the proceeding through trial, a key element of which includes setting trial for a “date convenient to the court after April 17, 2025”.

The parties engaged in mediation in March 2021 and December 2022, but neither mediation resulted in a settlement. The parties are as of the date of this Form 10-K engaged in fact discovery and have sought to extend fact discovery into September 2024.

It is too early to determine any potential damages from this proceeding. The Company and the individual defendants believe the claims are without merit and intend to vigorously defend against the claims, but there can be no assurances as to the outcome.

Aphria Class Action and Related Individual Actions (Canada)

Aphria Class Action (Canada)

In February 2019, a putative securities class action was commenced in the Ontario Superior Court of Justice against Aphria, Inc. (“Aphria”) and certain of its former officers and directors, as well as five underwriters. The claim was subsequently amended in September 2022 to only proceed against Aphria, and two of its former officers and directors as named defendants.

The class plaintiff seeks various relief including damages in the amount of CAD $850,000 pursuant to Ontario securities legislation on behalf of all class members who acquired Aphria’s common shares between January 29, 2018 and December 3, 2018. The class action stems from Aphria’s acquisition of Nuuvera Inc. and LATAM Holdings Inc. in March and September 2018, respectively, alleging, among other things, that the value of the acquired assets was misrepresented as being significantly higher than their actual worth, and that insiders at Aphria personally benefitted from the acquisitions at the expense of investors.

Trial has been scheduled to begin in January 2025. The Company denies the allegations made in the Canadian class action and intends to vigorously defend against them.

ii.

Individual Actions (Canada)

In 2019 and 2020, four individual actions were commenced against Aphria and certain of its current and former officers and directors on various grounds including common law misrepresentations relating to the same Nuuvera and LATAM transactions at issue in the Aphria Class Action (Canada) discussed above. The individual plaintiffs make allegations including that the value of the assets acquired in the Nuuvera and LATAM transactions was misrepresented as being significantly higher than their actual worth, and that insiders at Aphria personally benefitted from the acquisitions at the expense of investors. The individual plaintiffs seek declaratory relief and damages in an amount to be determined, plus interest and costs. No substantive steps have been taken by the plaintiffs in the individual actions.

The Company denies the allegations made in the individual actions and intends to vigorously defend against them.

Martin Dionne v. HEXO Corporation and Sebastien St. Louis

In November 2019, a Canadian securities class action was instituted against HEXO Corp. (“HEXO”) and its former CEO, Sebastien St. Louis. The plaintiff claims that between April 11, 2018 and March 30, 2020, the defendants misrepresented material facts, in both documents and oral statements and failed to disclose material changes in a timely manner as it relates to: (a) revenue certainty in the first year post-legalization (2018 supply agreement with the province of Québec); (b) additional revenue generation (acquisition of Newstrike); (c) HEXO inventory and internal controls; and (d) licensing at the Newstrike Niagara facility.

On January 23, 2023, the class action was dismissed in its entirety at the certification stage in Quebec. On March 14, 2023, the plaintiff appealed this decision to the Quebec Court of Appeal. The appeal was heard on January 18, 2024. A decision is expected in or before the end of the calendar year.

The Company believes the plaintiff’s claims are without merit and intends to vigorously defend against them. There is approximately $2,000 remaining in the applicable HEXO D&O policy retention. If HEXO successfully defends the appeal, the Company intends to pursue recovery of D&O retention amounts applicable under Quebec Law.

Legal Proceedings Related to Contractual Obligations

420 Investments Ltd. Litigation

On February 21, 2020, 420 Investments Ltd., as Plaintiff (“420 Investments”), filed a lawsuit against Tilray Brands, Inc. and High Park Shops Inc. (“High Park”), as Defendants, in Calgary, Alberta in the Court of Queen’s Bench of Alberta. In August 2019, Tilray and High Park entered into an Arrangement Agreement with 420 Investments and others (the “Agreement”). Pursuant to the Agreement, High Park was to acquire the securities of 420 Investments. In February 2020, Tilray and High Park gave notice of termination of the Agreement. 420 Investments alleges that the termination was unlawful and without merit and further alleges that the Defendants had no legal basis to terminate. 420 Investments alleges that the Defendants did not meet their contractual and good faith obligations under the Agreement. 420 Investment seeks damages in the stated amount of CAD $110,000, plus C$20,000 in aggravated damages. High Park subsequently counterclaimed against 420 Investments for repayment of a CAD $7,000 bridge loan made to 420 Investments in August 2019.

On February 7, 2024, the court granted summary judgment in favor of High Park on its counterclaim. The summary judgment order is equal to the amount of CAD $7,000, plus pre-judgment interest in the amount of CAD $2,280, plus post-judgment interest and costs. 420 Investments subsequently appealed the summary judgment decision and filed an application seeking an interim stay of any enforcement of that decision pending the appeal. The interim stay application was dismissed at first instance and on appeal in March and April 2024, respectively. A hearing date for the appeal of the summary judgment decision is scheduled for December 5, 2024.

With the dismissal of the interim stay application, High Park took steps to enforce the summary judgment decision against 420 Investments , which includes enforcing a security agreement registered against 420 Investments' personal property in November 2023. On May 29, 2024, 420 filed a Notice of Intention to Make a Proposal under subsection 50.4(1) of the Bankruptcy and Insolvency Act, RSC 1985, c. B-3.

The main action remains in the discovery stage, with examinations for discovery ongoing. No trial date has been set for the main action. Tilray and High Park deny 420’s allegations in the main action and intend to vigorously defend against them.

Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. (Canada, Commercial Arbitration)

In December 2022, Cannfections Group Inc. (“Cannfections”) commenced an arbitration against High Park Farms Ltd. (“HPF”) and High Park Holdings Ltd. (“HPH”) seeking damages in the amount of CAD $27,500 for breach of a supply and development agreement entered in 2019.

The arbitration took place in November 2023. On March 5, 2024, the arbitrator released her decision, finding in favor of Cannfections and awarding damages to Cannfections in the amount of CAD $19,951, plus prejudgment interest, to be paid by HPF. The arbitrator found that HPH was not a party to the arbitration.

On March 13, 2024, HPF commenced a separate court action in the Ontario Superior Court of Justice (Court File No.: CV-24-00716433-000) against Cannfections, 13062775 Canada Inc. and one of Cannfections’ directors for damages in an amount to be determined at trial, together with declaratory and equitable relief, on various grounds including oppression and breach of fiduciary duty. No substantive steps have been taken in the action, but the Company expects that the HPF trustee will actively pursue this litigation claim.

On April 5, 2024, HPF commenced a voluntary assignment in bankruptcy, naming B. Riley Farber as its licensed insolvency trustee. HPF’s bankruptcy filing is limited solely to HPF's, and neither Tilray nor any of its affiliates are petitioners or parties to the HPF's bankruptcy filing. As a result of this bankruptcy filing, the Company recognized a $4,638 decrease in value of the equity investee during the three months ended February 29, 2024. The Company does not expect that there will be any further impact to the Company’s financial statements. HPF's determined to commence bankruptcy proceedings given it ceased all active operations following closure of the Enniskillen facility and the termination of its supply agreement with Cannfections. The purpose of the bankruptcy filing is to ensure the orderly liquidation and wind-up of HPF’s remaining assets and liabilities.

In the Matter of an Arbitration Between: K. Dickson v. Tilray, Inc.

In 2021, Ms. Dickson, the former President of Manitoba Harvest, a wholly-owned subsidiary of Tilray, commenced an arbitration in Minneapolis, Minnesota against Tilray, alleging that she was wrongfully terminated in December 2020 and entitled to certain benefits under her employment agreement together with other contract and wage claims. Tilray asserted a counterclaim of its own for post-termination payments on the basis that they were mistakenly paid to Dickson.

On March 17, 2023, the arbitrator awarded Dickson $3,134 for her Restricted Share Units, $300 in severance, and $300 for a discretionary bonus, plus amounts for pre-judgment and post-judgment interest and double damages (“Arbitration Award). Tilray’s counterclaim was denied by the Arbitrator. On May 23, 2023, the arbitrator issued a supplemental award which provided that Dickson was entitled to recover $103 in attorney fees and $21 in costs from Tilray in connection with the arbitration.

On February 27, 2024, the U.S. District Court for the Western District of Washington dismissed Tilray’s petition to vacate, modify or correct the Arbitration Award, granting Dickson’s responding motion to dismiss on the basis that the U.S. District Court for the Western District of Washington lacked personal jurisdiction over the dispute. On March 15, 2024, Tilray filed its notice of appeal of the decision of the U.S. District Court for the Western District of Washington to the U.S. Court of Appeals for the Ninth Circuit. A date for Tilray’s appeal to the Ninth Circuit Court of Appeal has yet to be set.

On April 12, 2024, the District Court Judge in Minnesota lifted the stay of proceedings in that court, permitting Dickson to bring a motion to confirm the Arbitration Award. A hearing for the motion is scheduled for July 17, 2024. The Company intends to pursue its appeal of the decision, but has accrued an appropriate amount to cover the underlying judgment.

Fotmer Corporation S.A. v. Tilray Brands Inc. et al.

On January 4, 2023, Fotmer Corporation S.A. commenced an arbitration demanding $1,233 for alleged breaches by Tilray of a 2019 purchase agreement. On July 5, 2023, Tilray responded by filing a court action in the Berlin Regional Court seeking $2,250 under a 2021 supply agreement asserting that Fotmer’s alleged monetary claims under the 2019 and 2021 supply agreements are improper, and that Fotmer owes Tilray $2.25 million in respect of advance payments made for future deliveries and certain reimbursement obligations owing by Fotmer to Tilray for defective products and EU GMP certifications.

On August 8, 2023, a final award was issued in the arbitration between the parties, ordering Tilray to pay Fotmer damages in the amount of $1,233, plus simple interest of 7.5% from December 29, 2020 forward, in connection with the 2019 supply agreement.

Tilray has yet to pay Fotmer any amounts owed pursuant to the arbitral award on the basis that the facts and legal issues in the court action and the arbitration overlap, such that equitable setoff should be applied between the two proceedings.

In the court action, Fotmer submitted its statement of defense on November 7, 2023. On May 21, 2024, Tilray filed its statement of reply and defense against counterclaims. Tilray believes that Fotmer’s claims are without merit and the Company intends to vigorously defend against these claims.

Summary of litigation accruals

As described in Note 15 (Accounts payable and accrued liabilities), the total litigation expense accrual included in accrued liabilities as of May 31, 2024 was $24,378 to cover various ongoing litigation matters that are probable and estimable ( May 31, 2023 - $25,000). During the year ended May 31, 2024, the Company assumed $12,253 of litigation accruals from the acquisition of HEXO, several of which were settled during the year ended May 31, 2024. The Company did not assume any litigation accruals from the Craft Acquisition.

Note 8 - Intangible Assets- Schedule of Estimated Amortization Expense (Details) $ in Thousands	May 31, 2024 USD ($)
2025	$ 75,988
2026	75,988
2027	75,988
2028	75,988
2029	75,988
Thereafter	352,678
Total	$ 732,618

Note 11 - Convertible Notes Receivable

12 Months Ended

May 31, 2024

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

11.

Convertible notes receivable

Convertible notes receivable is comprised of the following investments:

	*May 31,*		*May 31,*
	*2024*		*2023*
HEXO Convertible Note	$	—	$	28,720
MedMen Convertible Note		32,000		74,681
Total convertible notes receivable		32,000		103,401
Deduct - current portion		—		—
Total convertible notes receivable, non current portion	$	32,000	$	103,401

HEXO Convertible Note

On June 22, 2023, the Company completed the HEXO Acquisition as described in Note 9 (Business acquisitions). Concurrently with the closing of the HEXO Acquisition, the HEXO convertible note was converted into shares of HEXO.

MedMen Convertible Note

On August 31, 2021, the Company issued 9,817,061 shares valued at $117,804 to acquire 68% interest in Superhero Acquisition L.P. (“SH Acquisition”), which purchased a senior secured convertible note issued by MedMen (the "MedMen Convertible Note"), together with certain associated warrants to acquire Class B subordinate voting shares of MedMen, in the principal amount of $165,799. The MedMen Convertible Note bears interest at the Secured Overnight Financing Rate ("SOFR") plus 6%, with a SOFR floor of 2.5% with any accrued interest being added to the outstanding principal amount. The outstanding principal amount, together with accrued interest is to be paid on August 17, 2028, the maturity date of the MedMen Convertible Note. SH Acquisition was also granted “top-up” rights enabling it (and its limited partners) to maintain its percentage ownership (on an “as-converted” basis) in the event that MedMen issues equity securities. SH Acquisition’s ability to convert the MedMen Convertible Note and exercise the Warrants is dependent upon U.S. federal legalization of cannabis or Tilray’s waiver of such requirement as well as any additional regulatory approvals.

During the year ended May 31, 2024, the Company recognized an other-than-temporary change in fair value, which resulted in a non-cash expense of $42,681. The MedMen Convertible Note was valued based upon the fair value of the collateral assets net of disposal costs and has been reduced to reflect recent events, including the appointment of a chief restructuring officer on January 23, 2024, filing for insolvency protection in Canada and in California and pending asset sales. In the prior year, the Company used the Black-Scholes model using the following assumptions: the risk-free rate of 3.50%; expected life of the convertible note; volatility of 70% based on comparable companies; forfeiture rate of nil; dividend yield of nil; probability of legalization between 0% and 60%; and, the exercise price of the respective conversion feature.

The Company did not derive any revenue or cash from MedMen's operations, and fully complies with all limitations imposed by applicable U.S. law and regulations in connection with its ownership of the MedMen Convertible Note. In addition, the Company did not recognize any interest income on the MedMen Convertible Note for the year ended May 31, 2024, which would have increased its value.

Note 3 - Significant Accounting Policies (Details Textual) $ in Thousands	12 Months Ended
	May 31, 2024 USD ($) shares	May 31, 2023 USD ($) shares
Cash and Cash Equivalents, Maturity Period (Month)	3 months
Restricted Cash, Current \| $	$ 0	$ 0
Asset, Held-for-Sale, Not Part of Disposal Group \| $	$ 32,074	$ 0
Number of Operating Segments	4
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)	244,193	371,182
Stock Appreciation Rights (SARs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)	0
Restricted Stock Units (RSUs) [Member]
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares)	20,167,017	15,595,390
Share-Based Payment Arrangement, Option [Member]
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares)	4,425,383	4,566,801
Warrants [Member]
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares)	6,210,000	6,210,000
Convertible Debentures [Member]
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities (in shares)	65,001,591	81,874,568
Broken Coast Cannabis Ltd. [Member] \| Duncan, Quebec, and Fort Collins Facilities [Member]
Asset, Held-for-Sale, Not Part of Disposal Group \| $	$ 32,074
Restricted Cash, Reserved for Letters of Credit and Acquisition-related Collateral [Member]
Restricted Cash, Current \| $		$ 1,656

Note 12 - Long Term Investments (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Proceeds from Sale of Equity Method Investments	$ 0	$ 0	$ 0
Unrealized Gain (Loss) on Investments	$ 217	$ 2,366	$ 6,731

Note 26 - Interest Expense, Net (Tables)

12 Months Ended

May 31, 2024

Interest Income and Interest Expense Disclosure [Table Text Block]

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Interest income	$	12,831		$	33,025		$	11,736
Interest expense		(49,264	)		(46,612	)		(39,680	)
	$	(36,433	)	$	(13,587	)	$	(27,944	)

Note 12 - Long Term Investments (Tables)

12 Months Ended

May 31, 2024

Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
Equity investments measured at fair value	$	2,359	$	2,144
Equity investments under measurement alternative		5,500		5,651
Total	$	7,859	$	7,795

Note 3 - Significant Accounting Policies (Tables)

12 Months Ended

May 31, 2024

Property, Plant and Equipment, Useful Life [Table Text Block]

Asset type	Depreciation method	Depreciation term (estimated useful life)
Production facility	Straight-line	20 – 30 years
Equipment	Straight-line	3 – 25 years
Leasehold improvements	Straight-line	Lesser of estimated useful life or lease term
Finance lease right-of-use assets	Straight-line	Lesser of the lease term and the useful life of the leased asset

Intangible Assets, Amortization Term [Table Text Block]

Asset type	Amortization term
Customer relationships & distribution channel	14 – 16 years
Licences, permits & applications	90 months – indefinite
Intellectual property, trademarks & brands	15 months – 25 years
Non-compete agreements	Over term of non-compete
Know how	5 years

Note 19 - Stockholders' Equity - Summary of Stock Option Activity (Details) - Time Based Option [Member] - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
E I P Original Plan [Member]
Balance, options (in shares)	2,809,198
Balance, weighted average exercise price (in dollars per share)	$ 14.88
Balance, contractual term (Year)	4 years	5 years
Balance, aggregate intrinsic value	$ 0	$ 0
Granted, options (in shares)	0
Granted, weighted average exercise price (in dollars per share)	$ 0
Exercised, options (in shares)	0
Exercised, weighted average exercise price (in dollars per share)	$ 0
Forfeited, options (in shares)	0
Forfeited, weighted average exercise price (in dollars per share)	$ 0
Cancelled, options (in shares)	(11,411)
Expired, weighted average exercise price (in dollars per share)	$ 101.8
Balance, options (in shares)	2,797,787	2,809,198
Balance, weighted average exercise price (in dollars per share)	$ 14.53	$ 14.88
Original Plan [Member]
Balance, options (in shares)	63,969
Balance, weighted average exercise price (in dollars per share)	$ 3.52
Balance, contractual term (Year)	3 years	3 years 9 months 18 days
Balance, aggregate intrinsic value	$ 1,430	$ 7,680
Exercised, options (in shares)	(4,291)
Exercised, weighted average exercise price (in dollars per share)	$ 0.19
Forfeited, options (in shares)	0
Forfeited, weighted average exercise price (in dollars per share)	$ 0
Expired, weighted average exercise price (in dollars per share)	$ 5.16
Balance, options (in shares)	49,166	63,969
Balance, weighted average exercise price (in dollars per share)	$ 3.46	$ 3.52
Expired, options (in shares)	(10,512)

Note 19 - Stockholders' Equity - Schedule of Stock Option Activity (Details) - Predecessor Plan [Member] - Time Based Option [Member] - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
Balance, options (in shares)	1,706,627
Balance, weighted average exercise price (in dollars per share)	$ 11.16
Balance, weighted average grant date fair value (in dollars per share)	$ 60.75
Balance, contractual term (Year)	7 months 24 days	1 year
Balance, aggregate intrinsic value	$ 0	$ 0
Share issuance - options exercised (in shares)	0
Exercised, weighted average exercise price (in dollars per share)	$ 0
Granted, options (in shares)	0
Granted, weighted average exercise price (in dollars per share)	$ 0
Forfeited, options (in shares)	0
Forfeited, weighted average exercise price (in dollars per share)	$ 0
Forfeited, weighted average grant date fair value (in dollars per share)	$ 0
Expired, options (in shares)	(1,272,415)
Expired, weighted average exercise price (in dollars per share)	$ 12.39
Expired, weighted average grant date fair value (in dollars per share)	$ 0
Balance, options (in shares)	434,212	1,706,627
Balance, weighted average exercise price (in dollars per share)	$ 7.56	$ 11.16
Balance, weighted average grant date fair value (in dollars per share)	$ 0	$ 60.75
Vested and exercisable, options (in shares)	434,212
Vested and exercisable, weighted average exercise price (in dollars per share)	$ 7.56
Vested and exercisable, weighted average grant date fair value option (in dollars per share)	$ 0
Vested and exercisable, contractual term (Year)	7 months 24 days
Vested and exercisable, aggregate intrinsic value	$ 0
Balance, aggregate intrinsic value	$ 0	$ 0
HEXO Acquisition [Member]
Balance, options (in shares)	0
Balance, weighted average exercise price (in dollars per share)	$ 0
Balance, weighted average grant date fair value (in dollars per share)	$ 0
Balance, contractual term (Year)	1 year 2 months 8 days
Balance, aggregate intrinsic value	$ 0
Forfeited, options (in shares)	(63,760)
Forfeited, weighted average exercise price (in dollars per share)	$ 26.27
Forfeited, weighted average grant date fair value (in dollars per share)	$ 0
Expired, options (in shares)	(59,815)
Expired, weighted average exercise price (in dollars per share)	$ 339.63
Expired, weighted average grant date fair value (in dollars per share)	$ 0
Balance, options (in shares)	1,144,218	0
Balance, weighted average exercise price (in dollars per share)	$ 53.4	$ 0
Balance, weighted average grant date fair value (in dollars per share)	$ 0	$ 0
Vested and exercisable, options (in shares)	1,120,768
Vested and exercisable, weighted average exercise price (in dollars per share)	$ 54.15
Vested and exercisable, weighted average grant date fair value option (in dollars per share)	$ 0
Vested and exercisable, contractual term (Year)	1 year 14 days
Vested and exercisable, aggregate intrinsic value	$ 0
Converted upon acquisition, options (in shares)	1,267,793
Converted upon acquisition, weighted average exercise price (in dollars per share)	$ 62.87
Converted upon acquisition, weighted average grant date fair value	$ 0
Converted upon acquisition, contractual term (Year)	8 years 10 months 28 days
Balance, aggregate intrinsic value	$ 0

Note 29 - Financial Risk Management and Financial Instruments (Details Textual) $ in Thousands, $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)	May 31, 2024 CAD ($)	May 31, 2023 USD ($)	May 31, 2022 USD ($)	May 31, 2021 USD ($)
Accounts Receivable, Allowance for Credit Loss	$ 7,714		$ 6,641	$ 5,404	$ 4,571
SweetWater, Montauk, and Truss [Member] \| Contingent Consideration [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) From Foreign Exchange	$ (15,528)
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Discount Rate [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.11
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Probability of Achievement [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.95
SweetWater [Member] \| Contingent Consideration [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	$ (16,218)
Acquisition of Montauk Brewing Company, Inc. [Member] \| Contingent Consideration [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	4,111
Truss Beverage Company [Member] \| Contingent Consideration [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) From Foreign Exchange	760	$ 1,041
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	(3,421)		4,181
Long-term Debt, Excluding Convertible Debentures [Member]
Long-Term Debt, Percentage Bearing Fixed Interest, Amount	3,568		3,280
Convertible Debt [Member]
Convertible Debt	$ 172,830		$ 464,070

Note 8 - Intangible Assets (Details Textual) $ in Thousands	12 Months Ended
Note 8 - Intangible Assets (Details Textual) $ in Thousands	May 31, 2024 USD ($)	May 31, 2023 USD ($)	May 31, 2022 USD ($)
Income Statement [Abstract]
Asset Impairment Charges	$ 0	$ 934,001	$ 378,241
Impairment of Intangible Assets (Excluding Goodwill)	0
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]			Asset Impairment Charges
Measurement Input, Discount Rate [Member]
Impairment of Intangible Assets, Measurement Input		0.135	0.1121
Measurement Input, Terminal Growth Rate [Member] \| Minimum [Member]
Impairment of Intangible Assets, Measurement Input			0.02
Measurement Input, Terminal Growth Rate [Member] \| Maximum [Member]
Impairment of Intangible Assets, Measurement Input			0.05
Measurement Input, Average Revenue Growth Rate [Member] \| Minimum [Member]
Impairment of Intangible Assets, Measurement Input			0
Measurement Input, Average Revenue Growth Rate [Member] \| Maximum [Member]
Impairment of Intangible Assets, Measurement Input			0.40
Cash Flows Anticipated With Individual Intangible Assets [Member]
Impairment of Intangible Assets, Measurement Input			0.46
Intellectual Property, Trademarks, Know How and Brands [Member]
Impairment of Intangible Assets (Excluding Goodwill)		$ 40,000
Customer Relationships and Distribution Channel [Member]
Impairment of Intangible Assets (Excluding Goodwill)		110,000
Licenses, Permits and Applications [Member]
Impairment of Intangible Assets (Excluding Goodwill)		55,000	$ 110,033
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 182,851	$ 181,093
Intellectual Property, Trademarks, Know How and Brands [Member]
Impairment of Intangible Assets (Excluding Goodwill)			$ 85,471

Note 22 - Net Revenue

12 Months Ended

May 31, 2024

Revenue from Contract with Customer [Text Block]

22.

Net revenue

Net revenue is comprised of:

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Beverage alcohol revenue	$	213,614		$	100,679		$	74,959
Beverage alcohol excise taxes		(11,520	)		(5,586	)		(3,467	)
Net beverage alcohol revenue		202,094			95,093			71,492
Cannabis revenue		370,692			284,314			300,891
Cannabis excise taxes		(97,894	)		(63,884	)		(63,369	)
Net cannabis revenue		272,798			220,430			237,522
Distribution revenue		258,740			258,770			259,747
Wellness revenue		55,310			52,831			59,611
Total	$	788,942		$	627,124		$	628,372

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

Note 8 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Cost	$ 1,593,071	$ 1,576,717
Less: accumulated amortization	(261,758)	(187,088)
Less: impairments	(415,844)	(415,844)
Total	915,469	973,785
Customer Relationships and Distribution Channel [Member]
Cost	603,939	614,062
Licenses, Permits and Applications [Member]
Cost	368,057	366,793
Noncompete Agreements [Member]
Cost	12,403	12,394
Intellectual Property, Trademarks, Know How and Brands [Member]
Cost	$ 608,672	$ 583,468

Note 29 - Financial Risk Management and Financial Instruments - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands	12 Months Ended
	May 31, 2024 USD ($)
Equity Investments [Member]
Balance	$ 5,651
Additions/(Repayments)	0
Redemption	0
Unrealized gain (loss) on fair value	(151)
Impairments	0
Balance	5,500
Warrant Liability [Member]
Balance	(1,817)
Additions/(Repayments)	0
Redemption	0
Unrealized gain (loss) on fair value	(1,436)
Impairments	0
Balance	(3,253)
Contingent Consideration [Member]
Balance	(27,107)
Additions/(Repayments)	(4,181)
Redemption	760
Unrealized gain (loss) on fair value	15,528
Impairments	0
Balance	(15,000)
Long-Term Debt [Member] \| APHA 24 [Member]
Balance	(120,568)
Additions/(Repayments)	136,410
Redemption	0
Unrealized gain (loss) on fair value	(16,172)
Impairments	0
Balance	(330)
Notes Receivable [Member]
Balance	103,401
Additions/(Repayments)	0
Redemption	(28,720)
Unrealized gain (loss) on fair value	0
Impairments	(42,681)
Balance	$ 32,000

Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2022
Net revenue	$ 788,942	$ 627,124	$ 628,372
Cost of goods sold	565,591	480,164	511,555
Gross profit	223,351	146,960	116,817
Operating expenses:
General and administrative	167,358	165,159	162,801
Selling	37,233	34,840	34,926
Amortization	84,752	93,489	115,191
Marketing and promotion	41,933	30,937	30,934
Research and development	635	682	1,518
Change in fair value of contingent consideration	(15,790)	855	(44,650)
Asset Impairment Charges	0	934,001	378,241
Other than temporary change in fair value of convertible notes receivable	42,681	246,330	0
Litigation costs, net of recoveries	8,251	(505)	16,518
Restructuring costs	15,581	9,245	795
Transaction costs (income), net	15,462	1,613	30,944
Total operating expenses	398,096	1,516,645	727,218
Operating loss	(174,745)	(1,369,685)	(610,401)
Interest expense, net	(36,433)	(13,587)	(27,944)
Non-operating income (expense), net	(37,842)	(66,909)	197,671
Loss before income taxes	(249,020)	(1,450,181)	(440,674)
Income tax (recovery) expense	(26,616)	(7,181)	(6,542)
Net loss	(222,404)	(1,443,000)	(434,132)
Total net income (loss) attributable to:
Stockholders of Tilray Brands, Inc.	(244,981)	(1,452,656)	(476,801)
Non-controlling interests	22,577	9,656	42,669
Other comprehensive gain (loss), net of tax
Foreign currency translation gain (loss)	3,121	(83,533)	(125,306)
Unrealized gain (loss) on convertible notes receivable	0	75,177	(71,428)
Total other comprehensive gain (loss), net of tax	3,121	(8,356)	(196,734)
Comprehensive loss	(219,283)	(1,451,356)	(630,866)
Total comprehensive income (loss) attributable to:
Stockholders of Tilray Brands, Inc.	(241,870)	(1,478,502)	(650,233)
Non-controlling interests	$ 22,587	$ 27,146	$ 19,367
Weighted average number of common shares - basic (in shares)	742,649,477	617,982,589	481,219,130
Weighted average number of common shares - diluted (in shares)	742,649,477	617,982,589	481,219,130
Net loss per share - basic (in dollars per share)	$ (0.33)	$ (2.35)	$ (0.99)
Net loss per share - diluted (in dollars per share)	$ (0.33)	$ (2.35)	$ (0.99)

Note 9 - Business Acquisitions (Tables)

12 Months Ended

May 31, 2024

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	*Amount*
Consideration
Cash	$	28,701
Shares		6,422
Contingent consideration		10,245
Net assets acquired
Current assets
Cash and cash equivalents		1,983
Accounts receivable		1,116
Prepaids and other current assets		467
Inventory		1,570
Long-term assets
Capital assets		420
Customer relationships (15 years)		18,540
Intellectual property, trademarks & brands (15 years)		13,650
Goodwill		17,803
Total assets		55,549
Current liabilities
Accounts payable and accrued liabilities		1,580
Long-term liabilities
Deferred tax liability		4,851
Other liabilities		3,750
Total liabilities		10,181
Total net assets acquired	$	45,368

	*Amount*
Consideration
Shares	$	63,927
Settlement of convertible notes receivable		28,720
Warrants assumed		47
Estimated fair value of HEXO stock-based compensation		1,188
Net assets acquired
Current assets
Cash and cash equivalents		14,634
Restricted cash		1,656
Accounts receivable		7,855
Asset held for sale		755
Prepaids and other current assets		2,709
Inventory		24,122
Long-term assets
Prepaid expenses		8,384
Capital assets		70,634
Intellectual property, trademarks & brands (15 years)		4,505
Interest in equity investee		3,145
Total assets		138,399
Current liabilities
Accounts payable and accrued liabilities		44,517
Total liabilities		44,517
Total net assets acquired	$	93,882

	*Amount*
Consideration
Cash consideration	$	74
Investment in equity investees		3,145
Contingent consideration		4,181
Net assets acquired
Current assets
Cash and cash equivalents		6,739
Accounts receivable		1,038
Prepaids and other current assets		78
Inventory		2,573
Asset held for sale		2,960
Long-term assets
Intangible assets		296
Total assets		13,684
Current liabilities
Accounts payable and accrued liabilities		5,408
Other liabilities		876
Total liabilities		6,284
Total net assets acquired	$	7,400

	*Amount*
Consideration
Cash consideration	$	83,658
Net assets acquired
Current assets
Cash and cash equivalents		77
Inventory		21,493
Prepaids and other current assets		573
Long-term assets
Capital assets		76,114
Finance lease, right-of-use assets		45,496
Operating lease, right-of-use assets		7,677
Other assets		108
Total assets		151,538
Current liabilities
Accounts payable and accrued liabilities		14,706
Current portion of finance lease liabilities		1,031
Current portion of operating lease liabilities		1,408
Long - term liabilities
Finance lease liabilities		44,465
Operating lease liabilities		6,270
Total liabilities		67,880
Total net assets acquired	$	83,658

Note 29 - Financial Risk Management and Financial Instruments - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) - Minimum [Member]	May 31, 2024
Valuation Technique, Option Pricing Model [Member] \| Measurement Input, Price Volatility [Member]
Debt instrument, measurement input	0.50
Warrant liability	0.50
Valuation Technique, Option Pricing Model [Member] \| Measurement Input, Expected Term [Member]
Debt instrument, measurement input	0
Warrant liability	1.3
Valuation Technique, Option Pricing Model [Member] \| Measurement Input, Conversion Rate [Member]
Contingent consideration	0.95
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Discount Rate [Member]
Contingent consideration	0.11

Note 30 - Segment Reporting (Tables)

12 Months Ended

May 31, 2024

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
Beverage alcohol
Net beverage alcohol revenue	$	202,094	$	95,093	$	71,492
Beverage alcohol costs		113,522		48,770		32,033
Beverage alcohol gross profit		88,572		46,323		39,459
Cannabis
Net cannabis revenue		272,798		220,430		237,522
Cannabis costs		182,594		162,755		194,834
Cannabis gross profit		90,204		57,675		42,688
Distribution
Distribution revenue		258,740		258,770		259,747
Distribution costs		230,596		231,309		243,231
Distribution gross profit		28,144		27,461		16,516
Wellness
Wellness revenue		55,310		52,831		59,611
Wellness costs		38,879		37,330		41,457
Wellness gross profit	$	16,431	$	15,501	$	18,154

	*For the year ended May 31,*
	*2024*			*2023*			*2022*
Revenue from Canadian medical cannabis	$	25,211		$	25,000		$	30,599
Revenue from Canadian adult-use cannabis		266,846			214,319			209,501
Revenue from wholesale cannabis		25,340			1,436			6,904
Revenue from international cannabis		53,295			43,559			53,887
Less excise taxes		(97,894	)		(63,884	)		(63,369	)
Total	$	272,798		$	220,430		$	237,522

Revenue from External Customers by Geographic Areas [Table Text Block]

	*For the year ended May 31,*
	*2024*		*2023*		*2022*
USA	$	233,141	$	123,284	$	103,991
Canada		243,722		201,361		210,141
EMEA		296,450		284,567		296,911
Rest of World		15,629		17,912		17,329
Total	$	788,942	$	627,124	$	628,372

Long-Lived Assets by Geographic Areas [Table Text Block]

	*May 31,*		*May 31,*
	*2024*		*2023*
USA	$	141,314	$	63,925
Canada		313,359		255,248
EMEA		99,921		107,131
Rest of World		3,653		3,363
Total	$	558,247	$	429,667

Note 19 - Stockholders' Equity (Tables)

12 Months Ended

May 31, 2024

Predecessor Plan [Member]

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

						*Weighted*		*Weighted*
				*Weighted*		*average*		*average*
				*average*		*grant*		*remaining*		*Aggregate*
	*Number of*			*exercise*		*date fair*		*contractual*		*Intrinsic*
	*options*			*price*		*value*		*term (years)*		*Amount*
Outstanding, beginning of the year		1,706,627		$	11.16	$	60.75		1.0		—
Exercised during the year		—			—		—		—		N/A
Granted during the year		—			—		—		—		N/A
Forfeited during the year		—			—		—		—		N/A
Expired during the year		(1,272,415	)		12.39		—		—		N/A
Outstanding, end of the year		434,212		$	7.56	$	—		0.65		—
Vested and exercisable, end of the year		434,212		$	7.56	$	—		0.65		—

	*May 31, 2024*
						*Weighted*		*Weighted*
				*Weighted*		*average*		*average*
				*average*		*grant*		*remaining*		*Aggregate*
	*Number of*			*exercise*		*date fair*		*contractual*		*Intrinsic*
	*options*			*price*		*value*		*term (years)*		*Amount*
Outstanding, beginning of the year		—		$	—	$	—		—		—
Exercised during the year											N/A
Converted upon acquisition		1,267,793			62.87		—		8.91		N/A
Forfeited during the year		(63,760	)		26.27		—		—		N/A
Expired during the year		(59,815	)		339.63		—		—		N/A
Outstanding, end of the year		1,144,218		$	53.40	$	—		1.19		—
Vested and exercisable, end of the year		1,120,768		$	54.15	$	—		1.04		—

E I P Original Plan [Member]

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

Time-based and Performance-based RSU activity
				*Weighted-*		*Weighted-*
				*average*		*average*
				*grant-date*		*remaining*
	*Time-based*			*fair value*		*contractual*		*Aggregate*
	*RSUs*			*per share*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		12,138,692		$	6.04		1.7	$	24,857
Granted		21,246,702			1.93		—		39,553
Vested		(6,199,254	)		4.76		—		(11,159	)
Forfeited		(1,051,288	)		2.21		—		(1,892	)
Cancelled		—			—		—		—
Balance, May 31, 2024		26,134,852		$	3.16		2.85	$	47,043

	*May 31, 2024*
				*Weighted*
				*average*
				*grant -*
				*date fair*
	*Time- based*			*value per*
	*RSUs*			*share*
Non-vested, beginning of the year		371,182		$	11.37
Granted during the year		—			—
Vested during the year		(123,113	)	$	6.47
Forfeited during the year		(3,876	)	$	6.90
Non-vested, end of the year		244,193		$	13.91

Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member]

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

EIP Time-based stock option activity
						*Weighted-*
				*Weighted-*		*average*
				*average*		*remaining*
	*Stock*			*exercise*		*contractual*		*Aggregate*
	*Options*			*price*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		2,809,198		$	14.88		5.0	$	—
Granted		—			—		—		—
Exercised		—			—		—		—
Forfeited		—			—		—		—
Cancelled		(11,411	)		101.80		—		—
Balance, May 31, 2024		2,797,787		$	14.53		4.0	$	—

Original plan time-based stock option activity
						*Weighted-*
				*Weighted-*		*average*
				*average*		*remaining*
	*Stock*			*exercise*		*contractual*		*Aggregate*
	*Options*			*price*		*term (years)*		*intrinsic value*
Balance, May 31, 2023		63,969		$	3.52		3.8	$	7.68
Exercised		(4,291	)		0.19		—		—
Forfeited		—			—		—		—
Cancelled		(10,512	)		5.16		—		—
Balance, May 31, 2024		49,166		$	3.46		3.0	$	1.43

Note 15 - Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

May 31, 2024