0001437749-24-031040 | 10-Q | XBRL Viewer

Other Nonoperating Income and Expense [Text Block]

Note 22. Non-operating income (expense)

Non-operating income (expense) is comprised of:

	For the three months
	ended August 31,
	2023			2022
Change in fair value of convertible debenture payable	$	(2,147	)	$	(7,884	)
Change in fair value of warrant liability		(8,198	)		1,548
Foreign exchange loss (gain)		6,267			(25,573	)
Loss on long-term investments		(109	)		(1,008	)
Other non-operating (losses) gains, net		(215	)		(75	)
Total	$	(4,402	)	$	(32,992	)

Other non-operating (losses) gains, net for the three months ended August 31, 2023, includes amounts to settle outstanding notes with non-controlling interest shareholders.

Note 5 - Goodwill

3 Months Ended

Aug. 31, 2023

Goodwill Disclosure [Text Block]

Note 5. Goodwill

The following table shows the carrying amount of goodwill by reporting units:

	*August 31,*			*May 31,*
Reporting Unit	*2023*			*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		8,705			7,875
Impairments		(842,431	)		(842,431	)
Total	$	2,009,673		$	2,008,843

Note 6 - Business Acquisitions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions					3 Months Ended
	Aug. 03, 2023 USD ($)	Aug. 03, 2023 CAD ($)	Jun. 22, 2023 USD ($) $ / shares shares	Nov. 07, 2022 USD ($) shares	Aug. 31, 2023 USD ($)	Aug. 31, 2022 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, Total				10,245
Business Acquisition, Pro Forma Revenue						$ 3,000
Business Acquisition, Pro Forma Net Income (Loss)						(600)
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	20,000
Business Acquisition, Pro Forma Net Income (Loss)					1,800	30,000
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, Consideration Transferred, Warrants Assumed			$ 47
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			$ 12,856
Truss Beverage Company [Member]
Payments to Acquire Businesses, Gross	$ 74	$ 0.1
Business Acquisition, Pro Forma Revenue					3,000	5,000
Business Acquisition, Pro Forma Net Income (Loss)					$ 700	$ 1,000
Business Acquisition, Percentage of Voting Interests Acquired	57.50%	57.50%
Business Combination, Consideration Transferred, Liabilities Incurred	$ 4,181

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Aug. 31, 2023	Oct. 02, 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	Q1
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Aug. 31, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		730,289,573

Note 23 - Fair Value Measurements (Details Textual) $ in Thousands	Aug. 31, 2023 USD ($)	May 31, 2023 USD ($)
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Discount Rate [Member] \| Minimum [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.05
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Discount Rate [Member] \| Maximum [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.114
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Probability of Achievement [Member] \| Minimum [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.25
SweetWater, Montauk, and Truss [Member] \| Measurement Input, Probability of Achievement [Member] \| Maximum [Member]
Business Combination, Contingent Consideration, Liability, Measurement Input	90
Long-term Debt, Excluding Convertible Debentures [Member]
Long-Term Debt, Percentage Bearing Fixed Interest, Amount	$ 4,876	$ 0
Convertible Debt [Member]
Convertible Debt	$ 436,570

Note 12 - Convertible Debentures Payable (Tables)

3 Months Ended

Aug. 31, 2023

Convertible Debt [Table Text Block]

	*August 31,*		*May 31,*
	*2023*		*2023*
5.20% Convertible Notes ("TLRY 27")	$	120,861	$	100,476
HTI Convertible Note		-		47,834
5.25% Convertible Notes ("APHA 24")		124,453		120,568
5.00% Convertible Notes ("TLRY 23")		127,137		126,544
Total		372,451		395,422
Deduct - current portion		251,590		174,378
Total convertible debentures payable, non current portion	$	120,861	$	221,044

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

	*August 31,*			*May 31,*
	*2023*			*2023*
5.20% Contractual debenture	$	172,500		$	150,000
Unamortized discount		(51,639	)		(49,524	)
Net carrying amount	$	120,861		$	100,476

	*August 31,*			*May 31,*
	*2023*			*2023*
5.25% Contractual debenture	$	350,000		$	350,000
Debt settlement		(213,260	)		(213,260	)
Fair value adjustment		(12,287	)		(16,172	)
Net carrying amount	$	124,453		$	120,568

	*August 31,*			*May 31,*
	*2023*			*2023*
5.00% Contractual debenture	$	277,856		$	277,856
Principal amount paid		(150,526	)		(150,526	)
Unamortized discount		(193	)		(786	)
Net carrying amount	$	127,137		$	126,544

Note 5 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Effect of foreign exchange	$ 8,705	$ 7,875
Impairments	(842,431)	(842,431)
Goodwill	2,009,673	2,008,843
Cannabis Segment [Member]
Goodwill, gross	2,640,669	2,640,669
Distribution Business [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 an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Note 19 - Net Revenue (Details Textual)	3 Months Ended
Note 19 - Net Revenue (Details Textual)	Aug. 31, 2023
Number of Operating Segments	4

Note 9 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Trade payables	$ 78,971	$ 70,819
Accrued liabilities	129,517	78,007
Accrued payroll and employment related taxes	6,826	18,772
Income taxes payable	15,727	14,934
Accrued interest	6,974	8,102
Other accruals	66	48
Total	$ 238,081	$ 190,682

Note 11 - Long-term Debt (Tables)

3 Months Ended

Aug. 31, 2023

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

	*August 31,*			*May 31,*
	*2023*			*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	$	44,400		$	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		10,905			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		13,105			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		330			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		2,128			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		545			803
Term loan ‐ €1,200 ‐ at fixed 4.26%, 1‐year term, repayable in monthly installments of €100 plus interest, due in December 2023		442			755
Term loan ‐ €1,500 ‐ at a fixed 2.00%, 5‐year term, repayable in quarterly installments of €94 plus interest, due in April 2025		732			819
Term loan ‐ €3,500 ‐ at a fixed rate of 4.59%, 5‐year term, repayable in monthly installments of €52 plus interest, due in August 2028		3,702			1,706
Mortgage payable - $22,635 - EURIBOR rate plus 1.5%, 10-year term, with a 10-year amortization, repayable in monthly installments of $57 plus interest, due in October 2030		20,688			20,863
Term loan - $70,000 -SOFR plus an applicable margin, 5-year term, repayable in quarterly installments of $875 to $1,750 due in June 2028		70,000			65,000
Carrying amount of long-term debt		166,977			161,707
Unamortized financing fees		(1,098	)		(738	)
Net carrying amount		165,879			160,969
Less principal portion included in current liabilities		(13,489	)		(24,080	)
Total noncurrent portion of long-term debt	$	152,390		$	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 11 - Long-term Debt (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Aug. 31, 2023	May 31, 2023	Mar. 31, 2021
Long-Term Debt, Gross		$ 372,451	$ 395,422
Secured Debt [Member] \| Term Loan Due In March Two Thousand Twenty Four [Member] \| Four Twenty Corporation [Member]
Long-Term Debt, Gross				$ 100,000
Secured Debt [Member] \| Term Loan Due In June Two Thousand Twenty Eight [Member]
Long-Term Debt, Gross	$ 70,000
Debt Instrument, Maturity Date	Jun. 30, 2028
Secured Debt [Member] \| Term Loan Due In June Two Thousand Twenty Eight [Member] \| Delayed Draw Term Loan [Member]
Long-Term Debt, Gross	$ 20,000

Note 7 - Convertible Notes Receivable

3 Months Ended

Aug. 31, 2023

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

Note 7. Convertible notes receivable

Convertible notes receivable is comprised of the following:

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

HEXO Convertible Note

On June 22, 2023, the Company completed the HEXO Acquisition as described in Note 6 (Business acquisitions). Concurrently with the closing of the HEXO Acquisition, the HEXO convertible note was converted for 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% and, any accrued interest is added to the outstanding principal amount, and is to be paid at maturity 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. The Company’s ability to convert the MedMen Convertible Note and exercise the Warrants is dependent upon U.S. federal legalization of cannabis (a “Triggering Event”) or Tilray’s waiver of such requirement as well as any additional regulatory approvals. The MedMen Convertible Note has a maturity date of August 17, 2028.

The MedMen Convertible Note was based upon the fair value of the collateral assets net of disposal costs. 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 recognize any interest income on the MedMen Convertible Note for the three months ended August 31, 2023, which would have increased its value.

Note 13 - Warrant Liability (Details Textual)	Aug. 31, 2023 $ / shares	Feb. 28, 2023 $ / shares shares	May 31, 2022 $ / shares
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares		6,209,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 1.61	$ 5.95
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) \| shares		1
Percentage of Daily Cash Penalty		1.00%
Fair Value, Inputs, Level 3 [Member]
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share) \| $ / shares	$ 1.613
Fair Value, Inputs, Level 3 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input	0.044
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	2.05
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	2.96

Note 10 - Bank Indebtedness

3 Months Ended

Aug. 31, 2023

Short-Term Debt [Text Block]

Note 10. 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 August 31, 2023, the Company has not drawn on the line of credit. The operating line of credit is secured by a security interest on that 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 3.75%, respectively. As of August 31, 2023, a total of €6,967 ($7,594) was drawn down from the available credit of €7,500. The operating line of credit for €7,000 are 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.

Four Twenty Corporation (“420”), a subsidiary of the Company, has a revolving credit facility of $30,000, which bears interest at SOFR plus an applicable margin. As of August 31, 2023, the Company has drawn $7,000 on the revolving line of credit. The revolving credit facility is secured by all of 420's assets and includes a corporate guarantee by a subsidiary of the Company.

Note 4 - Intangible Assets

3 Months Ended

Aug. 31, 2023

Intangible Assets Disclosure [Text Block]

Note 4. Intangible Assets

Intangible assets consisted of the following items:

	*August 31,*			*May 31,*
	*2023*			*2023*
Customer relationships & distribution channel	$	618,672		$	614,062
Licenses, permits & applications		369,479			366,793
Non-compete agreements		12,432			12,394
Intellectual property, trademarks, knowhow & brands		592,545			583,468
		1,593,128		$	1,576,717
Less: accumulated amortization		(209,716	)	$	(187,088	)
Less: impairments		(415,844	)		(415,844	)
Total	$	967,568		$	973,785

As of August 31, 2023, included in licenses, permits & applications is $183,660 of indefinite-lived intangible assets. As of May 31, 2023, there was $181,093 of indefinite-lived intangible assets included in Licenses, permits & applications.

Expected future amortization expense for intangible assets as of August 31, 2023 are as follows:

	*Amortization*
2024 (remaining nine months)	$	55,895
2025		73,414
2026		73,414
2027		73,414
2028		73,414
Thereafter		434,357
Total	$	783,908

Note 17 - Income Taxes

3 Months Ended

Aug. 31, 2023

Income Tax Disclosure [Text Block]

Note 17. Income taxes

The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases, and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock compensation, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense.

The Company reported income tax expense of $7,264 for the three months ended August 31, 2023, and income tax expense of $7,211 for the three months ended August 31, 2022. The income tax expense (benefit) in the current period varies from the US statutory income tax rate and prior period primarily due to the geographical mix of earnings and losses with no tax benefit resulting from valuation allowances in certain jurisdictions.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

Note 20 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Cost of goods sold	$ 132,753	$ 104,597
Cannabis Segment [Member]
Cost of goods sold	50,517	28,861
Beverage Alcohol Business [Member]
Cost of goods sold	11,266	10,849
Distribution Business [Member]
Cost of goods sold	61,468	54,984
Wellness Business [Member]
Cost of goods sold	$ 9,502	$ 9,903

Note 3 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Property, plant and equipment, gross	$ 655,593	$ 576,485
Less: accumulated amortization	(160,974)	(146,818)
Total	494,619	429,667
Land [Member]
Property, plant and equipment, gross	36,076	30,635
Manufacturing Facility [Member]
Property, plant and equipment, gross	330,012	344,627
Equipment [Member]
Property, plant and equipment, gross	271,992	185,422
Leasehold Improvements [Member]
Property, plant and equipment, gross	7,786	7,753
Construction in Progress [Member]
Property, plant and equipment, gross	$ 9,727	$ 8,048

Note 8 - Long-term Investments (Tables)

3 Months Ended

Aug. 31, 2023

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

	*August 31,*		*May 31,*
	*2023*		*2023*
Equity investments measured at fair value	$	2,064	$	2,144
Equity investments under measurement alternative		5,500		5,651
Total	$	7,564	$	7,795

Note 7 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Total convertible notes receivable	$ 74,681	$ 103,401
Deduct - current portion	0	0
Total convertible notes receivable, non current portion	74,681	103,401
HEXO Convertible Notes Receivable [Member]
Total convertible notes receivable	0	28,720
MedMen Convertible Note [Member]
Total convertible notes receivable	$ 74,681	$ 74,681

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	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]	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, 2022													532,674,887
Balance at May. 31, 2022													$ 53	$ 5,382,367	$ (20,764)	$ (962,851)	$ 42,561	$ 4,441,366
Share issuance - equity financing (in shares)													32,481,149
Share issuance - equity financing													$ 3	129,590	0	0	0	129,593
Shares issued to purchase HEXO convertible note receivable (in shares)													33,314,412
Shares issued to purchase 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 - Double Diamond Holdings dividend settlement (in shares)													1,529,821
Share issuance - Double Diamond Holdings dividend settlement													$ 1	5,063	0	0	0	5,064
Share issuance - options exercised (in shares)													3,777
Share issuance - options exercised													$ 0	0	0	0	0	0
Share issuance - RSUs exercised (in shares)													950,893
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	9,193	0	0	0	9,193
Dividends declared to non-controlling interests													0	0	0	0	(8,561)	(8,561)
Net comprehensive (loss) income													$ 0	0	(58,968)	(73,482)	3,839	(128,611)
Balance (in shares) at Aug. 31, 2022													600,954,939
Balance at Aug. 31, 2022													$ 60	5,641,348	(79,732)	(1,036,333)	37,839	4,563,182
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 - Double Diamond Holdings dividend settlement (in shares)													5,004,735
Share issuance - Double Diamond Holdings dividend settlement													$ 0	8,146	0	0	0	8,146
Share issuance - RSUs exercised (in shares)													3,912,481
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	8,257	0	0	0	8,257
Dividends declared to non-controlling interests													0	0	0	0	(7,891)	(7,891)
Net comprehensive (loss) income													$ 0	0	3,049	(71,525)	15,822	(52,654)
Share issuance - HEXO acquisition (in shares)													39,705,962
Share issuance - HEXO acquisition													$ 4	65,158	0	0	0	65,162
Share issuance - acquisition settlement (in shares)													865,426
Share issuance - acquisition settlement							$ 0	$ 3,953	$ 0	$ 0	$ 0	$ 3,953	$ 0	1,500	0	0	0	1,500
Share issuance - HTI convertible note (in shares)													17,148,541
Share issuance - HTI convertible note													$ 2	49,998				50,000
Balance (in shares) at Aug. 31, 2023													723,292,600
Balance at Aug. 31, 2023													$ 72	$ 5,909,895	$ (43,561)	$ (2,487,032)	$ 22,182	$ 3,401,556

Note 24 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Net revenue	$ 176,949	$ 153,211
Cost of goods sold	132,753	104,597
Gross profit	44,196	48,614
Cannabis Segment [Member]
Net revenue	70,333	58,570
Cost of goods sold	50,517	28,861
Gross profit	19,816	29,709
Revenue	96,884	75,689
Excise taxes	(26,551)	(17,119)
Cannabis Segment [Member] \| Medical Cannabis Products [Member]
Revenue	6,142	6,520
Cannabis Segment [Member] \| Adult-use Cannabis Products [Member]
Revenue	71,195	58,355
Cannabis Segment [Member] \| Wholesale Cannabis Products [Member]
Revenue	5,295	392
Cannabis Segment [Member] \| International Cannabis Products [Member]
Revenue	14,252	10,422
Distribution Business [Member]
Net revenue	69,157	60,585
Cost of goods sold	61,468	54,984
Gross profit	7,689	5,601
Beverage Alcohol Business [Member]
Net revenue	24,162	20,654
Cost of goods sold	11,266	10,849
Gross profit	12,896	9,805
Revenue	25,339	21,863
Excise taxes	(1,177)	(1,209)
Wellness Business [Member]
Net revenue	13,297	13,402
Cost of goods sold	9,502	9,903
Gross profit	$ 3,795	$ 3,499

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Aug. 31, 2023
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	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 subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Report, except for the entities acquired within Note 6 (Business acquisitions), during the period ended August 31, 2023.
Marketable Securities, Policy [Policy Text Block]	Marketable securities We classify term deposits and other investments that have maturities of greater than three months but less than one year as marketable securities. The fair value of marketable securities is based on quoted market prices for publicly traded securities. Marketable securities are carried at fair value with changes in fair value recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”.
Investment, Policy [Policy Text Block]	Long-term investments Investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence are classified as an equity investment and accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”. 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 recorded at cost, adjusted for the Company’s share of undistributed earnings or losses, and impairment, if any, within “Interest in equity investees” on the balance sheets. The Company assesses investments in equity method investments when events or circumstances indicate that the carrying amount of the investment may be impaired. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is other than temporary (OTTI). Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity investee to sustain an earnings capacity that would justify the carrying amount of the investment. Once a determination is made that an OTTI exists, the investment is written down to its fair value in accordance with ASC 820 at the reporting date, which establishes a new cost basis.
Financing Receivable [Policy Text Block]	Convertible notes receivable Convertible notes receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not that we will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss).
Earnings Per Share, Policy [Policy Text Block]	Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants, and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. Shares of common stock outstanding under the share lending arrangement entered into in conjunction with the TLRY 27 Notes, see Note 12 (Convertible debentures payable) are excluded from the calculation of basic and diluted earnings per share because the borrower of the shares is required under the share lending. In computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. For the three months ended August 31, 2023 and August 31, 2022, the dilutive potential common share equivalents outstanding consisted of the following: 21,202,933 and 16,989,328 common shares from RSUs, 6,325,348 and 4,741,653 common shares from share options, 7,847,219 and 6,209,000 common shares for warrants and 77,819,141 and 36,687,326 common shares for convertible debentures, respectively.
Revenue [Policy Text Block]	Revenue Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations. Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and accrued liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority. 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. We may enter into certain contracts for the sale of goods or services, which provide customers with rights of return, volume discounts, bonuses for volume/quality achievement, and/or sales allowances. In addition, the Company may provide in certain circumstances, a retrospective price reduction to a customer based primarily on inventory movement. The inclusion of these items may give rise to variable consideration. The Company uses the expected value method to estimate the variable consideration because this method provides the most accurate estimation of the amount of variable consideration to which the Company will be entitled. The Company uses historical evidence, current information and forecasts to estimate the variable consideration. The Company reduces revenue and recognizes a contract liability equal to the amount expected to be refunded to the customer in the form of a future rebate or credit for a retrospective price reduction, representing its obligation to return the customer’s consideration. The estimate is updated at each reporting period date. On July 12, 2022, the Company and HEXO Corp. ("HEXO") entered into various commercial transaction agreements, as described in Note 24 (Segment reporting), which included an advisory services arrangement. The fees associated with the advisory services arrangement were recognized as revenue when such services were provided to HEXO. Any payments that were received for such services in advance of performance were recognized as a contract liability. On June 22, 2023, the Company completed the acquisition of HEXO as described in Note 6 (Business acquisitions), simultaneously terminating the advisory services arrangement and other commercial transactions.
New Accounting Pronouncements, Policy [Policy Text Block]	New accounting pronouncements not* yet adopted* In August 2023, the FASB issued ASU 2023-05, Business Combination - Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement (“ASU 2023-05”), which is intended to address the accounting for contributions made to a joint venture. ASU 2023-05 is effective for the Company beginning June 1, 2026. This update will be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU. New accounting pronouncements recently adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The Company adopted the ASU 2021-08 beginning June 1, 2023, however, it did not have any impact on our condensed interim consolidated financial statements.

Disclosure of accounting policy for financing receivable.

Disclosure of accounting policy for investment in financial asset.

Note 9 - Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Aug. 31, 2023

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	*August 31,*		*May 31,*
	*2023*		*2023*
Trade payables	$	78,971	$	70,819
Accrued liabilities		129,517		78,007
Accrued payroll and employment related taxes		6,826		18,772
Income taxes payable		15,727		14,934
Accrued interest		6,974		8,102
Other accruals		66		48
Total	$	238,081	$	190,682

Note 23 - Financial Risk Management and Financial Instruments - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands	3 Months Ended
	Aug. 31, 2023 USD ($)
Equity Investments [Member]
Balance	$ 5,651
Additions	0
Disposals	0
Unrealized gain (loss) on fair value	(151)
Impairments
Balance	5,500
Warrant Liability [Member]
Balance	(1,817)
Additions	0
Disposals	0
Unrealized gain (loss) on fair value	(8,198)
Impairments	0
Balance	(10,015)
Contingent Consideration [Member]
Balance	(27,107)
Additions	(4,181)
Disposals	0
Unrealized gain (loss) on fair value	11,107
Impairments	0
Balance	(20,181)
Long-Term Debt [Member] \| APHA 24 [Member]
Balance	(120,568)
Additions	0
Disposals	0
Unrealized gain (loss) on fair value	(3,885)
Impairments	0
Balance	(124,453)
Notes Receivable [Member]
Balance	103,401
Additions	0
Disposals	(28,720)
Unrealized gain (loss) on fair value	0
Impairments	0
Balance	$ 74,681

Note 16 - Non-controlling Interests (Details Textual)	Aug. 31, 2023	Aug. 31, 2021
Superhero Acquisition LP [Member]
Noncontrolling Interest, Ownership Percentage by Parent	68.00%	68.00%
CC Pharma Nordic ApS [Member]
Noncontrolling Interest, Ownership Percentage by Parent	75.00%
Aphria Diamond [Member]
Noncontrolling Interest, Ownership Percentage by Parent	51.00%
ColCanna S.A.S. [Member]
Noncontrolling Interest, Ownership Percentage by Parent	90.00%

Note 20 - Cost of Goods Sold (Tables)

3 Months Ended

Aug. 31, 2023

Schedule of Cost of Goods Sold [Table Text Block]

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
Cannabis costs	$	50,517	$	28,861
Beverage alcohol costs		11,266		10,849
Distribution costs		61,468		54,984
Wellness costs		9,502		9,903
Total	$	132,753	$	104,597

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

Note 2 - Inventory

3 Months Ended

Aug. 31, 2023

Inventory Disclosure [Text Block]

Note 2. Inventory

Inventory consisted of the following:

	*August 31,*		*May 31,*
	*2023*		*2023*
Plants	$	19,152	$	10,884
Dried cannabis		102,711		89,801
Cannabis trim		-		322
Cannabis derivatives		10,406		9,229
Cannabis vapes		4,076		1,173
Packaging and other inventory items		17,932		19,997
Wellness inventory		11,788		11,164
Beverage alcohol inventory		31,434		27,837
Distribution inventory		34,576		30,144
Total	$	232,075	$	200,551

Note 2 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Inventory	$ 232,075	$ 200,551
Plants [Member]
Inventory	19,152	10,884
Dried Cannabis [Member]
Inventory	102,711	89,801
Cannabis Trim [Member]
Inventory	0	322
Cannabis Derivatives [Member]
Inventory	10,406	9,229
Cannabis Vapes [Member]
Inventory	4,076	1,173
Packaging and Other Inventory Items [Member]
Inventory	17,932	19,997
Wellness Inventory [Member]
Inventory	11,788	11,164
Beverage Alcohol Inventory [Member]
Inventory	31,434	27,837
Distribution Inventory [Member]
Inventory	$ 34,576	$ 30,144

Note 12 - Convertible Debentures Payable

3 Months Ended

Aug. 31, 2023

Convertible Debentures [Text Block]

Note 12. Convertible debentures payable

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

	*August 31,*		*May 31,*
	*2023*		*2023*
5.20% Convertible Notes ("TLRY 27")	$	120,861	$	100,476
HTI Convertible Note		-		47,834
5.25% Convertible Notes ("APHA 24")		124,453		120,568
5.00% Convertible Notes ("TLRY 23")		127,137		126,544
Total		372,451		395,422
Deduct - current portion		251,590		174,378
Total convertible debentures payable, non current portion	$	120,861	$	221,044

HTI Convertible Note

	*August 31,*		*May 31,*
	*2023*		*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 14 (Stockholder's equity).

TLRY 27

	*August 31,*			*May 31,*
	*2023*			*2023*
5.20% Contractual debenture	$	172,500		$	150,000
Unamortized discount		(51,639	)		(49,524	)
Net carrying amount	$	120,861		$	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 totaling $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.

APHA 24

	*August 31,*			*May 31,*
	*2023*			*2023*
5.25% Contractual debenture	$	350,000		$	350,000
Debt settlement		(213,260	)		(213,260	)
Fair value adjustment		(12,287	)		(16,172	)
Net carrying amount	$	124,453		$	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 23 and 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. In addition, holders of the APHA 24 Notes may convert all or any portion of their notes, in multiples of $1 principal amount, at their option at any time preceding December 1, 2023, if:

(a)

the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(b)

during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1 principal amount of the APHA 24 Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate on each such trading day;

(c)

the Company calls any or all of the APHA 24 Notes for redemption or;

(d)

upon occurrence of a specified corporate event.

The Company was not able to redeem the APHA 24 prior to June 6, 2022, except upon the occurrence of certain changes in tax laws. On or after June 6, 2022, 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 Fair Value Measurements 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).

The Company may from time to time seek to retire or purchase its APHA 24, in open market purchases, privately negotiated transactions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, the company's liquidity requirements, contractual restrictions and other factors. During the previous fiscal year, the Company purchased $122,500 principal of APHA 24.

The overall change in fair value of APHA 24 during the quarter ended August 31, 2023 decreased by $3,885, this was comprised of $2,147 of fair value changes which was offset by the decrease in foreign exchange of $1,738 ( August 31, 2022 – $7,884 of fair value changes, offset by a decrease in foreign exchange of $8,367).

As at August 31, 2023, there was $136,740 principal outstanding as compared to on May 31, 2023 there was $136,740 of principal outstanding.

During the three months ended August 31, 2023 and 2022, the Company recognized total interest expense of $1,795 and $3,403, respectively.

TLRY 23

	*August 31,*			*May 31,*
	*2023*			*2023*
5.00% Contractual debenture	$	277,856		$	277,856
Principal amount paid		(150,526	)		(150,526	)
Unamortized discount		(193	)		(786	)
Net carrying amount	$	127,137		$	126,544

The TLRY 23 bears interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. Additional interest may accrue on the TLRY 23 in specified circumstances. The TLRY 23 will mature on October 1, 2023, unless earlier repurchased, redeemed or converted. There are no principal payments required over the five-year term of the TLRY 23, except in the case of redemption or events of default.

The TLRY 23 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 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.

The TLRY 23 includes customary covenants and sets forth certain events of default after which the convertible notes may be declared immediately due and payable, including certain types of bankruptcy or insolvency involving the Company. To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of the Company's common stock, at the Company's election (the "cash conversion option"). The initial conversion rate for the convertible notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock, which represents approximately 760,588 shares of common stock, based on the $127,330 aggregate principal amount of convertible notes outstanding as of August 31, 2023. Throughout the term of the TLRY 23, the conversion rate may be adjusted upon the occurrence of certain events.

Prior to the close of business on the business day immediately preceding April 1, 2023, the TLRY 23 will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, September 30, 2023, holders may convert all or any portion of their TLRY 23, in multiples of $1 principal amount, at the option of the holder regardless of the aforementioned circumstances. This note was repaid on maturity as described in Note 25 (Subsequent events).

As of August 31, 2023, the Company was in compliance with all the covenants set forth under the TLRY 23. The effective interest rate on the debt is 6.9%, the Company recognized interest expense of $1,592 and amortized discount interest of $593 for the three months ended August 31, 2023.

Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Net revenue	$ 176,949	$ 153,211
Cost of goods sold	132,753	104,597
Gross profit	44,196	48,614
Operating expenses:
General and administrative	40,516	40,508
Selling	6,859	9,671
Amortization	22,225	24,359
Marketing and promotion	8,535	7,248
Research and development	79	166
Change in fair value of contingent consideration	(11,107)	211
Litigation costs	2,034	445
Restructuring costs	915	0
Transaction (income) costs	8,502	(12,816)
Total operating expenses	78,558	69,792
Operating loss	(34,362)	(21,178)
Interest expense, net	(9,835)	(4,413)
Non-operating income (expense), net	(4,402)	(32,992)
Loss before income taxes	(48,599)	(58,583)
Income tax expense	7,264	7,211
Net loss	(55,863)	(65,794)
Total net income (loss) attributable to:
Stockholders of Tilray Brands, Inc.	(71,525)	(73,482)
Non-controlling interests	15,662	7,688
Other comprehensive gain (loss), net of tax
Foreign currency translation gain (loss)	3,209	(60,292)
Unrealized gain (loss) on convertible notes receivable	0	(2,525)
Total other comprehensive loss, net of tax	3,209	(62,817)
Comprehensive loss	(52,654)	(128,611)
Total comprehensive income (loss) attributable to:
Stockholders of Tilray Brands, Inc.	(68,476)	(132,450)
Non-controlling interests	$ 15,822	$ 3,839
Weighted average number of common shares - basic (in shares)	691,189,382	575,301,374
Weighted average number of common shares - diluted (in shares)	691,189,382	575,301,374
Net loss per share - basic (in dollars per share)	$ (0.10)	$ (0.13)
Net loss per share - diluted (in dollars per share)	$ (0.10)	$ (0.13)

Note 4 - Intangible Assets (Tables)

3 Months Ended

Aug. 31, 2023

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

	*August 31,*			*May 31,*
	*2023*			*2023*
Customer relationships & distribution channel	$	618,672		$	614,062
Licenses, permits & applications		369,479			366,793
Non-compete agreements		12,432			12,394
Intellectual property, trademarks, knowhow & brands		592,545			583,468
		1,593,128		$	1,576,717
Less: accumulated amortization		(209,716	)	$	(187,088	)
Less: impairments		(415,844	)		(415,844	)
Total	$	967,568		$	973,785

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

	*Amortization*
2024 (remaining nine months)	$	55,895
2025		73,414
2026		73,414
2027		73,414
2028		73,414
Thereafter		434,357
Total	$	783,908

Note 8 - Long-term Investments

3 Months Ended

Aug. 31, 2023

Investment [Text Block]

Note 8. Long term investments

Long term investments consisted of the following:

	*August 31,*		*May 31,*
	*2023*		*2023*
Equity investments measured at fair value	$	2,064	$	2,144
Equity investments under measurement alternative		5,500		5,651
Total	$	7,564	$	7,795

Note 11 - Long-term Debt

3 Months Ended

Aug. 31, 2023

Long-Term Debt [Text Block]

Note 11. Long-term debt

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

	*August 31,*			*May 31,*
	*2023*			*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	$	44,400		$	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		10,905			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		13,105			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		330			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		2,128			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		545			803
Term loan ‐ €1,200 ‐ at fixed 4.26%, 1‐year term, repayable in monthly installments of €100 plus interest, due in December 2023		442			755
Term loan ‐ €1,500 ‐ at a fixed 2.00%, 5‐year term, repayable in quarterly installments of €94 plus interest, due in April 2025		732			819
Term loan ‐ €3,500 ‐ at a fixed rate of 4.59%, 5‐year term, repayable in monthly installments of €52 plus interest, due in August 2028		3,702			1,706
Mortgage payable - $22,635 - EURIBOR rate plus 1.5%, 10-year term, with a 10-year amortization, repayable in monthly installments of $57 plus interest, due in October 2030		20,688			20,863
Term loan - $70,000 -SOFR plus an applicable margin, 5-year term, repayable in quarterly installments of $875 to $1,750 due in June 2028		70,000			65,000
Carrying amount of long-term debt		166,977			161,707
Unamortized financing fees		(1,098	)		(738	)
Net carrying amount		165,879			160,969
Less principal portion included in current liabilities		(13,489	)		(24,080	)
Total noncurrent portion of long-term debt	$	152,390		$	136,889

During the quarter ended August 31, 2023, Four Twenty Corporation ("420"), a wholly-owned subsidiary of the Company, repaid its $100,000 term loan and entered into a new secured credit agreement, which 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 "420 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 "420 Delayed Draw Term Loan" and, together with the 420 Term Loan the "420 Secured Credit Agreement"). The 420 Term Loan was fully drawn on June 30, 2023. The 420 Delayed Draw Term Loan was fully drawn subsequent to August 31, 2023, as described in Note 25 (Subsequent events). Under the terms of the 420 Secured Credit Agreement, the Company pledged all of Sweetwater, Breckenridge and Montauk’s assets and the related equity interest, and Tilray Brands, Inc. provided a limited guarantee.

As of August 31, 2023, the Company and its subsidiaries, were in compliance with its covenants under its long-term debt agreements.

Note 24 - Segment Reporting

3 Months Ended

Aug. 31, 2023

Segment Reporting Disclosure [Text Block]

Note 24. 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 reportable 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 three months*
	*ended August 31,*
	*2023*		*2022*
Cannabis
Net cannabis revenue	$	70,333	$	58,570
Cannabis costs		50,517		28,861
Gross profit		19,816		29,709
Distribution
Distribution revenue		69,157		60,585
Distribution costs		61,468		54,984
Gross profit		7,689		5,601
Beverage alcohol
Net beverage alcohol revenue		24,162		20,654
Beverage alcohol costs		11,266		10,849
Gross profit		12,896		9,805
Wellness
Wellness revenue		13,297		13,402
Wellness costs		9,502		9,903
Gross profit	$	3,795	$	3,499

Channels of Cannabis revenue were as follows:

	*For the three months*
	*ended August 31,*
	*2023*			*2022*
Revenue from Canadian medical cannabis	$	6,142		$	6,520
Revenue from Canadian adult-use cannabis		71,195			58,355
Revenue from wholesale cannabis		5,295			392
Revenue from international cannabis		14,252			10,422
Less excise taxes		(26,551	)		(17,119	)
Total	$	70,333		$	58,570

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 7 (Convertible notes receivable) and Note 12 (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 6 (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 three months ended August 31, 2023 from the aforementioned HEXO commercial transaction agreements, compared to $7,753 in the prior comparative period.

Geographic net revenue:

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
North America	$	93,521	$	82,192
EMEA		79,704		66,041
Rest of World		3,724		4,978
Total	$	176,949	$	153,211

Geographic capital assets:

	*August 31,*		*May 31,*
	*2023*		*2023*
North America	$	384,091	$	319,173
EMEA		106,761		107,131
Rest of World		3,767		3,363
Total	$	494,619	$	429,667

Major customers are defined as customers that are materially significant to the Company’s annual revenues. For the three months ended August 31, 2023 and 2022, there were no major customers representing a material contribution to our quarterly 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 16 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Net (loss) income	$ (55,863)	$ (65,794)
Other comprehensive (loss) income	3,209	(62,817)
Net comprehensive (loss) income	(52,654)	(128,611)
Comprehensive (loss) income attributable to NCI	15,822	3,839
Subsidiaries [Member]
Revenue	39,230	36,401
Total expenses	15,887	72,934
Net (loss) income	23,343	(36,533)
Other comprehensive (loss) income	168	(10,114)
Net comprehensive (loss) income	23,511	(46,647)
Comprehensive (loss) income attributable to NCI	11,752	(528)
Additional income attributable to NCI	4,070	4,367
Net comprehensive (loss) income attributable to NCI	15,822	3,839
Superhero Acquisition LP [Member]
Revenue	0	0
Total expenses	0	(3,492)
Net (loss) income	0	3,492
Other comprehensive (loss) income	0	(7,103)
Net comprehensive (loss) income	$ 0	$ (3,611)
Non-controlling interest %	32.00%	32.00%
Comprehensive (loss) income attributable to NCI	$ 0	$ (1,156)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	0	(1,156)
CC Pharma Nordic ApS [Member]
Revenue	0	0
Total expenses	35	154
Net (loss) income	(35)	(154)
Other comprehensive (loss) income	(20)	29
Net comprehensive (loss) income	$ (55)	$ (125)
Non-controlling interest %	25.00%	25.00%
Comprehensive (loss) income attributable to NCI	$ (14)	$ (31)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	(14)	(31)
Aphria Diamond [Member]
Revenue	39,230	36,401
Total expenses	15,636	20,427
Net (loss) income	23,594	15,974
Other comprehensive (loss) income	533	(3,280)
Net comprehensive (loss) income	$ 24,127	$ 12,694
Non-controlling interest %	49.00%	49.00%
Comprehensive (loss) income attributable to NCI	$ 11,822	$ 6,220
Additional income attributable to NCI	4,070	4,367
Net comprehensive (loss) income attributable to NCI	15,892	10,587
ColCanna S.A.S. [Member]
Revenue	0	0
Total expenses	216	55,845
Net (loss) income	(216)	(55,845)
Other comprehensive (loss) income	(345)	240
Net comprehensive (loss) income	$ (561)	$ (55,605)
Non-controlling interest %	10.00%	10.00%
Comprehensive (loss) income attributable to NCI	$ (56)	$ (5,561)
Additional income attributable to NCI	0	0
Net comprehensive (loss) income attributable to NCI	$ (56)	$ (5,561)

Note 19 - Net Revenue

3 Months Ended

Aug. 31, 2023

Revenue from Contract with Customer [Text Block]

Note 19. Net revenue

The Company reports its net revenue in four reporting segments: cannabis, distribution, beverage alcohol and wellness.

Net revenue is comprised of:

	For the three months
	ended August 31,
	2023			2022
Cannabis revenue	$	96,884		$	75,689
Cannabis excise taxes		(26,551	)		(17,119	)
Net cannabis revenue		70,333			58,570
Beverage alcohol revenue		25,339			21,863
Beverage alcohol excise taxes		(1,177	)		(1,209	)
Net beverage alcohol revenue		24,162			20,654
Distribution revenue		69,157			60,585
Wellness revenue		13,297			13,402
Total	$	176,949		$	153,211

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.

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Note 21 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Executive compensation	$ 3,661	$ 3,555
Office and general	8,168	5,829
Salaries and wages	13,114	14,635
Share-Based Payment Arrangement, Expense	8,257	9,193	$ 8,257	$ 9,193
Insurance	3,849	2,703
Professional fees	1,499	2,490
Loss (gain) on sale of capital assets	3	77
Travel and accommodation	1,107	1,161
Rent	858	865
Total	$ 40,516	$ 40,508

Note 24 - Segment Reporting (Tables)

3 Months Ended

Aug. 31, 2023

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

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
Cannabis
Net cannabis revenue	$	70,333	$	58,570
Cannabis costs		50,517		28,861
Gross profit		19,816		29,709
Distribution
Distribution revenue		69,157		60,585
Distribution costs		61,468		54,984
Gross profit		7,689		5,601
Beverage alcohol
Net beverage alcohol revenue		24,162		20,654
Beverage alcohol costs		11,266		10,849
Gross profit		12,896		9,805
Wellness
Wellness revenue		13,297		13,402
Wellness costs		9,502		9,903
Gross profit	$	3,795	$	3,499

	*For the three months*
	*ended August 31,*
	*2023*			*2022*
Revenue from Canadian medical cannabis	$	6,142		$	6,520
Revenue from Canadian adult-use cannabis		71,195			58,355
Revenue from wholesale cannabis		5,295			392
Revenue from international cannabis		14,252			10,422
Less excise taxes		(26,551	)		(17,119	)
Total	$	70,333		$	58,570

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

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
North America	$	93,521	$	82,192
EMEA		79,704		66,041
Rest of World		3,724		4,978
Total	$	176,949	$	153,211

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

	*August 31,*		*May 31,*
	*2023*		*2023*
North America	$	384,091	$	319,173
EMEA		106,761		107,131
Rest of World		3,767		3,363
Total	$	494,619	$	429,667

Note 14 - Stockholders' Equity (Tables)

3 Months Ended

Aug. 31, 2023

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
Stock options	$	—	$	604
RSUs		8,257		8,589
Total	$	8,257	$	9,193

Note 6 - Business Acquisitions (Tables)

3 Months Ended

Aug. 31, 2023

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		1,657
Accounts receivable		7,855
Asset held for sale		755
Prepaids and other current assets		2,530
Inventory		27,495
Long-term assets
Prepaid expenses		8,384
Capital assets		70,782
Intellectual property, trademarks & brands (15 years)		2,000
Interest in equity investee		3,145
Total assets		139,237
Current liabilities
Accounts payable and accrued liabilities		45,355
Total liabilities		45,355
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

Note 24 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Net revenue	$ 176,949	$ 153,211
North America [Member]
Net revenue	93,521	82,192
EMEA [Member]
Net revenue	79,704	66,041
Rest of World [Member]
Net revenue	$ 3,724	$ 4,978

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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

Note 23 - Fair Value Measurements (Tables)

3 Months Ended

Aug. 31, 2023

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

								*August 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	177,519	$	—	$	—		$	177,519
Restricted cash		1,613							1,613
Marketable securities		287,333		—		—			287,333
Convertible notes receivable		—		—		74,681			74,681
Equity investments measured at fair value		1,078		986		5,500			7,564
Financial liabilities
Warrant liability		—		—		(10,015	)		(10,015	)
Contingent consideration		—		—		(20,181	)		(20,181	)
APHA 24 Convertible debenture		—		—		(124,453	)		(124,453	)
Total recurring fair value measurements	$	467,543	$	986	$	(74,468	)	$	394,061

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	206,632	$	—	$	—		$	206,632
Restricted cash		—		—		—			—
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		—			—			—			(4,181	)		—
Disposals		(28,720	)		—			—			—			—
Unrealized gain (loss) on fair value		—			(151	)		(8,198	)		11,107			(3,885	)
Impairments		—						—			—			—
Balance, August 31, 2023	$	74,681		$	5,500		$	(10,015	)	$	(20,181	)	$	(124,453	)

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)	0.8
Warrant liability	Black-Scholes	Volatility,	50%
		expected life (in years)	1.5
Contingent consideration	Discounted cash flows	Discount rate,	5% - 11%
		achievement	25% - 90%

Note 20 - Cost of Goods Sold

3 Months Ended

Aug. 31, 2023

Cost of Goods Sold [Text Block]

Note 20. Cost of goods sold

Cost of goods sold is comprised of:

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
Cannabis costs	$	50,517	$	28,861
Beverage alcohol costs		11,266		10,849
Distribution costs		61,468		54,984
Wellness costs		9,502		9,903
Total	$	132,753	$	104,597

Note 17 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Income Tax Expense (Benefit)	$ 7,264	$ 7,211

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

Note 21 - General and Administrative Expenses (Tables)

3 Months Ended

Aug. 31, 2023

Schedule of General and Administrative Expenses [Table Text Block]

	For the three months
	ended August 31,
	2023		2022
Executive compensation	$	3,661	$	3,555
Office and general		8,168		5,829
Salaries and wages		13,114		14,635
Stock-based compensation		8,257		9,193
Insurance		3,849		2,703
Professional fees		1,499		2,490
Gain on sale of capital assets		3		77
Travel and accommodation		1,107		1,161
Rent		858		865
Total	$	40,516	$	40,508

Note 16 - Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Current assets	$ 829,255	$ 773,029
Current liabilities	(537,274)	(432,979)
Superhero Acquisition LP [Member]
Current assets	0	0
Non-current assets	74,681	74,681
Current liabilities	0	0
Non-current liabilities	0	0
Net assets	74,681	74,681
CC Pharma Nordic ApS [Member]
Current assets	91	114
Non-current assets	0	0
Current liabilities	(1,198)	(1,166)
Non-current liabilities	0	0
Net assets	(1,107)	(1,052)
Aphria Diamond [Member]
Current assets	148,222	127,689
Non-current assets	134,351	135,085
Current liabilities	(147,917)	(142,554)
Non-current liabilities	(51,397)	(53,197)
Net assets	83,259	67,023
ColCanna S.A.S. [Member]
Current assets	169	224
Non-current assets	3,730	3,307
Current liabilities	(6,982)	(6,697)
Non-current liabilities	(2,072)	(1,428)
Net assets	(5,155)	(4,594)
Subsidiaries [Member]
Current assets	148,482	128,027
Non-current assets	212,762	213,073
Current liabilities	(156,097)	(150,417)
Non-current liabilities	(53,469)	(54,625)
Net assets	$ 151,678	$ 136,058

Note 23 - Fair Value Measurements

3 Months Ended

Aug. 31, 2023

Fair Value Disclosures [Text Block]

Note 23. Fair value measurements

Financial instruments

The Company has classified its financial instruments as described in Note 3 Significant accounting policies in our Annual Financial Statements.

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.

At August 31, 2023 and May 31, 2023 the Company had long-term debt of $4,876 and $nil, respectively, and the principal portion of convertible debentures payable of $436,570 subject to fixed interest rates. The Company’s long-term debt is valued based on discounting the future cash outflows associated with the long-term debt. The discount rate is based on the incremental premium above market rates for the U.S. Department of the Treasury securities of similar duration. In each period thereafter, the incremental premium is held constant while the U.S. Department of the Treasury security is based on the then current market value to derive the discount rate.

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

								*August 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	177,519	$	—	$	—		$	177,519
Restricted cash		1,613							1,613
Marketable securities		287,333		—		—			287,333
Convertible notes receivable		—		—		74,681			74,681
Equity investments measured at fair value		1,078		986		5,500			7,564
Financial liabilities
Warrant liability		—		—		(10,015	)		(10,015	)
Contingent consideration		—		—		(20,181	)		(20,181	)
APHA 24 Convertible debenture		—		—		(124,453	)		(124,453	)
Total recurring fair value measurements	$	467,543	$	986	$	(74,468	)	$	394,061

								*May 31,*
	*Level 1*		*Level 2*		*Level 3*			*2023*
Financial assets
Cash and cash equivalents	$	206,632	$	—	$	—		$	206,632
Restricted cash		—		—		—			—
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 acquisitions of SweetWater, Montauk, and Truss due in December 2023, December 2025, and upon the triggering event respectively and are payable in cash, is determined by discounting future expected cash outflows at a discount rate in the range of 5% - 11.4%, respectively and probability of achievement of 25% and 90%. The unobservable inputs into the future expected cash outflows result in a fair value measurement classified as Level 3

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		—			—			—			(4,181	)		—
Disposals		(28,720	)		—			—			—			—
Unrealized gain (loss) on fair value		—			(151	)		(8,198	)		11,107			(3,885	)
Impairments		—						—			—			—
Balance, August 31, 2023	$	74,681		$	5,500		$	(10,015	)	$	(20,181	)	$	(124,453	)

The unrealized gain (loss) on fair value for the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method is recognized in the consolidated statements of loss and comprehensive loss 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)	0.8
Warrant liability	Black-Scholes	Volatility,	50%
		expected life (in years)	1.5
Contingent consideration	Discounted cash flows	Discount rate,	5% - 11%
		achievement	25% - 90%

Items measured at fair value on a non-recurring basis

The Company's prepaids 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.

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 period. The Company considers its cash and cash equivalents and marketable securities as capital.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Note 7 - Convertible Notes Receivable (Details Textual) $ in Thousands		3 Months Ended
	Aug. 31, 2021 USD ($) shares	Aug. 31, 2023 USD ($)
Stock Issued During Period, Value, Acquisitions		$ 65,162
MM Notes [Member]
Financing Receivable, before Allowance for Credit Loss, Total	$ 165,799
Notes Receivable, SOFR Floor	2.50%
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	0.0350
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
MM Notes [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Notes Receivable, Interest Rate, Basis Spread on Variable Rate	6.00%
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 19 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Net revenue	$ 176,949	$ 153,211
Cannabis Segment [Member]
Revenue	96,884	75,689
Excise taxes	(26,551)	(17,119)
Net revenue	70,333	58,570
Beverage Alcohol Business [Member]
Revenue	25,339	21,863
Excise taxes	(1,177)	(1,209)
Net revenue	24,162	20,654
Distribution Business [Member]
Net revenue	69,157	60,585
Wellness Business [Member]
Net revenue	$ 13,297	$ 13,402

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 18 - Commitments and Contingencies - Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands	Aug. 31, 2023 USD ($)
2024	$ 4,106
2025	3,295
2026	3,486
2027	3,412
Thereafter	4,012
Total minimum lease payments	18,311
Imputed interest	(8,525)
Obligations recognized	$ 9,786

Note 22 - Non-operating (Expense) Income - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Change in fair value of convertible debenture payable	$ (2,147)	$ (7,884)
Change in fair value of warrant liability	(8,198)	1,548
Foreign exchange loss (gain)	6,267	(25,573)
Loss on long-term investments	(109)	(1,008)
Other non-operating (losses) gains, net	(215)	(75)
Total	$ (4,402)	$ (32,992)

Note 2 - Inventory (Tables)

3 Months Ended

Aug. 31, 2023

Schedule of Inventory, Current [Table Text Block]

	*August 31,*		*May 31,*
	*2023*		*2023*
Plants	$	19,152	$	10,884
Dried cannabis		102,711		89,801
Cannabis trim		-		322
Cannabis derivatives		10,406		9,229
Cannabis vapes		4,076		1,173
Packaging and other inventory items		17,932		19,997
Wellness inventory		11,788		11,164
Beverage alcohol inventory		31,434		27,837
Distribution inventory		34,576		30,144
Total	$	232,075	$	200,551

Note 21 - General and Administrative Expenses

3 Months Ended

Aug. 31, 2023

General and Administrative Expenses [Text Block]

Note 21. General and administrative expenses

General and administrative expenses are comprised of:

	For the three months
	ended August 31,
	2023		2022
Executive compensation	$	3,661	$	3,555
Office and general		8,168		5,829
Salaries and wages		13,114		14,635
Stock-based compensation		8,257		9,193
Insurance		3,849		2,703
Professional fees		1,499		2,490
Gain on sale of capital assets		3		77
Travel and accommodation		1,107		1,161
Rent		858		865
Total	$	40,516	$	40,508

Note 16 - Non-controlling Interests

3 Months Ended

Aug. 31, 2023

Noncontrolling Interest Disclosure [Text Block]

Note 16. Non-controlling interests

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

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

	SH		*CC Pharma*			*Aphria*			*ColCanna*			*August 31,*
	*Acquisition*		*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Current assets	$	—	$	91		$	148,222		$	169		$	148,482
Non-current assets		74,681		—			134,351			3,730			212,762
Current liabilities		—		(1,198	)		(147,917	)		(6,982	)		(156,097	)
Non-current liabilities		—		—			(51,397	)		(2,072	)		(53,469	)
Net assets	$	74,681	$	(1,107	)	$	83,259		$	(5,155	)	$	151,678

Summary of balance sheet information of the entities there is a non-controlling interest as of 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

Summary of income statement information of the entities in which there is a non-controlling interest for the three months ended August 31, 2023:

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*August 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2023*
Revenue	$	—		$	—		$	39,230		$	—		$	39,230
Total expenses		—			35			15,636			216			15,887
Net (loss) income		—			(35	)		23,594			(216	)		23,343
Other comprehensive (loss) income		—			(20	)		533			(345	)		168
Net comprehensive (loss) income	$	—		$	(55	)	$	24,127		$	(561	)	$	23,511
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		-			(14	)		11,822			(56	)		11,752
Additional income attributable to NCI		—			—			4,070			—			4,070
Net comprehensive (loss) income attributable to NCI	$	—		$	(14	)	$	15,892		$	(56	)	$	15,822

Summary of income statement information of the entities in which there is a non-controlling interest for the three months ended August 31, 2022:

	SH			*CC Pharma*			*Aphria*			*ColCanna*			*August 31,*
	*Acquisition*			*Nordic ApS*			*Diamond*			*S.A.S.*			*2022*
Revenue	$	—		$	—		$	36,401		$	—		$	36,401
Total expenses		(3,492	)		154			20,427			55,845			72,934
Net (loss) income		3,492			(154	)		15,974			(55,845	)		(36,533	)
Other comprehensive (loss) income		(7,103	)		29			(3,280	)		240			(10,114	)
Net comprehensive (loss) income	$	(3,611	)	$	(125	)	$	12,694		$	(55,605	)	$	(46,647	)
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Comprehensive (loss) income attributable to NCI		(1,156	)		(31	)		6,220			(5,561	)		(528	)
Additional income attributable to NCI		—			—			4,367			—			4,367
Net comprehensive (loss) income attributable to NCI	$	(1,156	)	$	(31	)	$	10,587		$	(5,561	)	$	3,839

Note 25 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ in Thousands	Oct. 01, 2023	Sep. 29, 2023	Sep. 12, 2023
Convertible TLRY 23 [Member]
Debt Instrument, Repurchased Face Amount			$ 20,000
Debt Conversion, Converted Instrument, Amount			$ 20,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)			7,000,000
Repayments of Debt	$ 107,331		$ 610
Long-Term Debt			$ 107,331
Portfolio of Craft Beer Brands [Member]
Payments to Acquire Businesses, Gross		$ 85,000

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Note 18 - Commitments and Contingencies (Details Textual) $ in Thousands		3 Months Ended
	Feb. 21, 2020 CAD ($)	Aug. 31, 2023 USD ($)	May 31, 2023 USD ($)	Feb. 28, 2023 CAD ($)
Loss Contingency Accrual		$ 35,138	$ 25,000
Increase (Decrease) in Loss Contingency Accrual		$ 10,138
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member]
Debt Instrument, Face Amount				$ 7,000
Pending Litigation [Member] \| The 420 Investments Ltd. Litigation [Member] \| Damages [Member]
Loss Contingency, Damages Sought, Value	$ 110,000,000,000
Pending Litigation [Member] \| The 420 Investments Ltd. Litigation [Member] \| Aggravated Damages [Member]
Loss Contingency, Damages Sought, Value	$ 20,000,000,000

Note 23 - Financial Risk Management and Financial Instruments - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details)	Aug. 31, 2023
Valuation Technique, Option Pricing Model [Member] \| Measurement Input, Price Volatility [Member]
APHA Convertible debentures	0.50
Warrant liability	0.50
Valuation Technique, Option Pricing Model [Member] \| Measurement Input, Expected Term [Member]
APHA Convertible debentures	0.8
Warrant liability	1.5
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Discount Rate [Member] \| Minimum [Member]
Contingent consideration	0.05
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Discount Rate [Member] \| Maximum [Member]
Contingent consideration	0.11
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Conversion Rate [Member] \| Minimum [Member]
Contingent consideration	0.25
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Conversion Rate [Member] \| Maximum [Member]
Contingent consideration	0.90

Note 18 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Long-term debt repayment	$ 372,451	$ 395,422
Total	661,587
Total, 2024	365,898
Total, 2025	35,724
Total, 2026	10,337
Total, 2027	9,287
Total, thereafter	240,341
Material Purchase Obligations [Member]
Convertible notes	3,675
Convertible notes	875
Purchase obligations, total	56,525
Purchase obligations, 2024	33,484
Purchase obligations, 2025	18,491
Purchase obligations, thereafter	0
Capital Addition Purchase Commitments [Member]
Convertible notes	0
Convertible notes	0
Purchase obligations, total	1,515
Purchase obligations, 2024	1,515
Purchase obligations, 2025	0
Purchase obligations, thereafter	0
Long-term Debt, Excluding Convertible Debentures [Member]
Long-term debt repayment	166,977	$ 161,707
Long-term debt repayment, 2024	66,829
Long-term debt repayment, 2025	17,233
Long-term debt repayment, 2026	6,662
Long-term debt repayment, 2027	8,412
Long-term debt repayment, thereafter	67,841
Convertible Debt Securities [Member]
Long-term debt repayment	436,570
Long-term debt repayment, 2024	264,070
Long-term debt repayment, 2025	0
Long-term debt repayment, thereafter	172,500
Convertible notes	0
Convertible notes	$ 0

Note 18 - Commitments and Contingencies

3 Months Ended

Aug. 31, 2023

Commitments and Contingencies Disclosure [Text Block]

Note 18. Commitments and contingencies

Purchase and other commitments

The Company has payments on long-term debt, refer to Note 11 (Long-term debt), convertible notes, refer to Note 12 (Convertible debentures payable), material purchase commitments and construction commitments as follows:

	*Total*		*2024*		*2025*		*2026*		*2027*		*Thereafter*
Long-term debt repayment	$	166,977	$	66,829	$	17,233	$	6,662	$	8,412	$	67,841
Convertible notes		436,570		264,070		—		—		—		172,500
Material purchase obligations		56,525		33,484		18,491		3,675		875		—
Construction commitments		1,515		1,515		—		—		—		—
Total	$	661,587	$	365,898	$	35,724	$	10,337	$	9,287	$	240,341

The following table presents the future undiscounted payment associated with lease liabilities as of August 31, 2023:

	*Operating*
	*leases*
2024	$	4,106
2025		3,295
2026		3,486
2027		3,412
Thereafter		4,012
Total minimum lease payments	$	18,311
Imputed interest		(8,525	)
Obligations recognized	$	9,786

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.

There have been no material changes from the legal proceedings since our Annual Report on Form 10-K for the fiscal year ended May 31, 2023, except with respect to certain aspects of the legal proceedings disclosed below:

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 amended 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 moved to dismiss the second amended complaint on February 2, 2022. On September 28, 2022, the Court granted in part and denied in part the defendants’ motion to dismiss the second amended complaint. On October 12, 2022, the Company filed a motion for reconsideration and/or interlocutory appeal of this Court decision.

On August 21, 2023, the U.S. District Court granted Tilray’s motion for reconsideration and dismissed the second amended complaint with leave to amend one final time. Tilray continues to believe that all of the underlying claims are without merit, and that the plaintiff will not be able to fix the deficiencies in its claims as part of its amended complaint.

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 C$110,000, plus C$20,000 in aggravated damages. The Tilray and High Park Statement of Defense and counterclaim were both filed on March 20, 2020. 420 Investment’s Statement of Defense to our counterclaim was filed on April 20, 2020. Respectively, 420 Investments and Tilray / High Park served each other with their Affidavits of Records (“AOR”) on August 25, 2020 and November 30, 2020. Tilray and High Park cross-examined the litigation representative of 420 Investments about its AOR with 420 Investments producing supplemental documents in August 2021 and 2022. Additional discovery may take place in the Fall of 2023. The Company denies the Plaintiff’s allegations and intends to vigorously defend this litigation matter, although there can be no assurance as to its outcome.

In February 2023, Tilray and High Park filed an Application for Summary Judgment to collect an unpaid C$7,000 bridge loan made to 420 Investments on August 28, 2019, relating to the subject transaction. That debt was repayable in March 2020, but was never repaid. The application is pending and a decision from the Court is expected on Tilray’s Application for Summary Judgment in October or November 2023.

Docklight Litigation

On November 5, 2021 Docklight Brands, Inc. (“Docklight”) filed a complaint against the Company and its wholly-owned subsidiary, High Park Holdings, Ltd. (“High Park”) in Superior Court of the State of Washington, King County. Docklight claimed breach of contract against High Park arising from a 2018 license agreement pursuant to which Docklight licensed certain Bob Marley-related brands to High Park (as amended in 2020 and 2021, the “High Park License”). In addition, Docklight brought a negligent misrepresentation claim against Tilray, alleging that certain individuals at Tilray or Aphria had made false statements to Docklight in order to induce Docklight to waive Docklight’s alleged right to terminate the High Park License for change-of-control on the basis of the 2021 Tilray-Aphria Arrangement Agreement. Docklight seeks injunctive relief as well as unspecified damages. On December 17, 2021, Defendants removed the case to the United States District Court, Federal District of Washington. Defendants’ answer to the complaint was filed January 21, 2022, and discovery is ongoing. Mediation was held April 2023, but the parties were unable to reach a resolution. Tilray and High Park continue to believe that the claims are without merit and we intend to continue to vigorously defend the Docklight suit. Recently, the parties have engaged in active settlement discussions to fully resolve Docklight’s claims.

Summary of Litigation accruals

The total litigation expense accrual included in accrued liabilities for the period ended August 31, 2023 was $35,138 to cover various ongoing litigation matters that are probable and estimable ( May 31, 2023 - $25,000). The increase of $10,138 from the prior period is due to the inclusion of the HEXO liabilities assumed, net of settlements during the quarter.

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Cash used in operating activities:
Net (loss) income	$ (55,863)	$ (65,794)
Adjustments for:
Deferred income tax recovery	59	796
Unrealized foreign exchange (gain) loss	(3,127)	10,026
Amortization	30,789	34,069
Loss (gain) on sale of capital assets	3	77
Other non-cash items	(816)	2,080
Stock-based compensation	8,257	9,193
Loss on long-term investments & equity investments	47	1,193
Loss on derivative instruments	10,345	6,336
Change in fair value of contingent consideration	(11,107)	211
Change in non-cash working capital:
Accounts receivable	13,044	(3,068)
Prepaids and other current assets	(4,654)	(34,891)
Inventory	3,650	(232)
Accounts payable and accrued liabilities	(6,469)	(6,265)
Net cash used in operating activities	(15,842)	(46,269)
Cash used in investing activities:
Investment in capital and intangible assets, net	(4,152)	(3,000)
Proceeds from disposal of capital and intangible assets	342	1,463
Purchase of marketable securities, net	(45,436)	0
Net cash acquired from business acquisitions	22,956	0
Net cash used in investing activities	(26,290)	(1,537)
Cash provided by (used in) financing activities:
Share capital issued, net of cash issuance costs	0	129,593
Shares effectively repurchased for employee withholding tax	0	(1,189)
Proceeds from long-term debt and convertible debt	29,174	1,288
Repayment of long-term debt and convertible debt	(6,369)	(5,196)
Repayment of lease liabilities	0	(1,035)
Net increase in bank indebtedness	(8,787)	159
Net cash provided by (used in) financing activities	14,018	123,620
Effect of foreign exchange on cash and cash equivalents	614	(1,080)
Net decrease in cash and cash equivalents	(27,500)	74,734
Cash and cash equivalents, beginning of period	206,632	415,909
Cash and cash equivalents, end of period	$ 179,132	$ 490,643

Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Carrying amount of long-term debt	$ 372,451	$ 395,422
Credit Facility Due in November 2025 [Member]
Carrying amount of long-term debt	44,400	45,260
Term Loan Due in July 2033 [Member]
Carrying amount of long-term debt	10,905	10,959
Term Loan Due in April 2032 [Member]
Carrying amount of long-term debt	13,105	13,092
Term Loan Due in August 2026 [Member]
Carrying amount of long-term debt	330	346
Mortgage Payable Due in August 2026 [Member]
Carrying amount of long-term debt	2,128	2,104
Term Loan Due in December 2023, One [Member]
Carrying amount of long-term debt	545	803
Term Loan Due in December 2023, Two [Member]
Carrying amount of long-term debt	442	755
Term Loan Due in April 2025 [Member]
Carrying amount of long-term debt	732	819
Term Loan Due in August 2028 [Member]
Carrying amount of long-term debt	3,702	1,706
Mortgage Payable Due in October 2030 [Member]
Carrying amount of long-term debt	20,688	20,863
Term Loan Due in June 2028 [Member]
Carrying amount of long-term debt	70,000	65,000
Long-term Debt, Excluding Convertible Debentures [Member]
Carrying amount of long-term debt	166,977	161,707
Unamortized financing fees	(1,098)	(738)
Net carrying amount	165,879	160,969
Less principal portion included in current liabilities	(13,489)	(24,080)
Total noncurrent portion of long-term debt	$ 152,390	$ 136,889

Consolidated Statements of Financial Position (Current Period Unaudited) (Parentheticals) - $ / shares	Aug. 31, 2023	May 31, 2023
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	980,000,000	980,000,000
Common stock, shares issued (in shares)	723,292,600	656,655,455
Common stock, shares outstanding (in shares)	723,292,600	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 13 - Warrant Liability

3 Months Ended

Aug. 31, 2023

Warrants [Text Block]

Note 13. Warrant liability

As of August 31, 2023 and May 31, 2023, there were 6,209,000 warrants outstanding, with an original exercise price of $5.95 per warrant, expiring March 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 three months ended August 31, 2023, 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 warrants outstanding at August 31, 2023 at $1.613 per warrant using the Black Scholes pricing model (Level 3) with the following assumptions: Risk-free interest rate of 4.4%, expected volatility of 50%, expected term of 2.05 years, strike price of $1.61 and fair value of common stock of $2.96.

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

Note 23 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Restricted cash	$ 1,613	$ 0
Equity investments measured at fair value	2,064	2,144
Contingent consideration	7,181	16,218
Fair Value, Recurring [Member]
Cash and cash equivalents	177,519	206,632
Restricted cash	1,613	0
Marketable securities	287,333	241,897
Convertible notes receivable	74,681	103,401
Equity investments measured at fair value	7,564	7,795
Warrant liability	10,015	1,817
Contingent consideration	20,181	27,107
Total recurring fair value measurements	394,061	410,233
Fair Value, Recurring [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	124,453	120,568
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents	177,519	206,632
Restricted cash	1,613	0
Marketable securities	287,333	241,897
Convertible notes receivable	0	0
Equity investments measured at fair value	1,078	1,056
Warrant liability	(0)	(0)
Contingent consideration	(0)	(0)
Total recurring fair value measurements	467,543	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
Restricted cash		0
Marketable securities	0	0
Convertible notes receivable	0	0
Equity investments measured at fair value	986	1,088
Warrant liability	(0)	(0)
Contingent consideration	(0)	(0)
Total recurring fair value measurements	986	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
Restricted cash		0
Marketable securities	0	0
Convertible notes receivable	74,681	103,401
Equity investments measured at fair value	5,500	5,651
Warrant liability	10,015	1,817
Contingent consideration	20,181	27,107
Total recurring fair value measurements	(74,468)	(40,440)
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| APHA 24 [Member]
APHA 24 Convertible debenture	$ 124,453	$ 120,568

Note 9 - Accounts Payable and Accrued Liabilities

3 Months Ended

Aug. 31, 2023

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 9. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities are comprised of:

	*August 31,*		*May 31,*
	*2023*		*2023*
Trade payables	$	78,971	$	70,819
Accrued liabilities		129,517		78,007
Accrued payroll and employment related taxes		6,826		18,772
Income taxes payable		15,727		14,934
Accrued interest		6,974		8,102
Other accruals		66		48
Total	$	238,081	$	190,682

Consolidated Statements of Financial Position (Current Period Unaudited) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Current assets
Cash and cash equivalents	$ 177,519	$ 206,632
Restricted cash	1,613	0
Marketable securities	287,333	241,897
Accounts receivable, net	82,076	86,227
Inventory	232,075	200,551
Prepaids and other current assets	44,943	37,722
Assets held for sale	3,696	0
Total current assets	829,255	773,029
Capital assets	494,619	429,667
Right-of-use assets	5,605	5,941
Intangible assets	967,568	973,785
Goodwill	2,009,673	2,008,843
Interest in equity investees	4,638	4,576
Long-term investments	7,564	7,795
Convertible notes receivable	74,681	103,401
Other assets	8,647	222
Total assets	4,402,250	4,307,259
Current liabilities
Bank indebtedness	14,594	23,381
Accounts payable and accrued liabilities	238,081	190,682
Contingent consideration	7,181	16,218
Warrant liability	10,015	1,817
Current portion of lease liabilities	2,324	2,423
Current portion of long-term debt	13,489	24,080
Current portion of convertible debentures payable	251,590	174,378
Total current liabilities	537,274	432,979
Long - term liabilities
Contingent consideration	13,000	10,889
Lease liabilities	7,462	7,936
Long-term debt	152,390	136,889
Convertible debentures payable	120,861	221,044
Deferred tax liabilities	169,633	167,364
Other liabilities	74	215
Total liabilities	1,000,694	977,316
Commitments and contingencies (refer to Note 18)
Stockholders' equity
Common stock ($0.0001 par value; 980,000,000 common shares; 723,292,600 and 656,655,455 common shares issued and outstanding, respectively)	72	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	5,909,895	5,777,743
Accumulated other comprehensive loss	(43,561)	(46,610)
Accumulated Deficit	(2,487,032)	(2,415,507)
Total Tilray Brands, Inc. stockholders' equity	3,379,374	3,315,692
Non-controlling interests	22,182	14,251
Total stockholders' equity	3,401,556	3,329,943
Total liabilities and stockholders' equity	$ 4,402,250	$ 4,307,259

Note 12 - Convertible Debentures Payable (Details Textual)			3 Months Ended
	May 30, 2023 USD ($) $ / shares shares	Apr. 30, 2019 USD ($) $ / shares	Aug. 31, 2023 USD ($) $ / shares shares	Aug. 31, 2022 USD ($)	May 31, 2023 USD ($)	Jul. 12, 2022 USD ($)
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%
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%
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%
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares		$ 11.20
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, Convertible, Threshold Trading Days, Measurement Period (Day)		5 days
Debt Instrument, Convertible, Threshold Consecutive Trading Days, Measurement Period (Day)		5 days
Debt Instrument, Convertible, Minimum Threshold Percentage During Measurement Period		98.00%
Debt Instrument, Redemption Price, Including Interest, Percentage		100.00%
Debt Instrument, Repurchased Face Amount					$ 122,500,000
Debt Instrument, Increase (Decrease), Net			$ 3,885,000
Debt Instrument, Fair Value Adjustment			2,147	$ 7,884,000
Foreign Exchange Impact			1,738,000	(8,367,000)
Long-Term Debt			136,740,000		136,740,000
Interest Expense, Debt			1,795,000	$ 3,403,000
TLRY 23 [Member]
Debt Instrument, Face Amount			$ 277,856,000		$ 277,856,000
Debt Instrument, Interest Rate, Stated Percentage			5.00%		5.00%
Debt Instrument, Convertible, Conversion Ratio			5.9735
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares			$ 167.41
Long-Term Debt, Term (Year)			5 years
Debt Instrument, Convertible, Number of Shares (in shares) \| shares			760,588
Convertible TLRY 23 [Member]
Debt Instrument, Face Amount			$ 127,330,000
Debt Instrument, Interest Rate, Effective Percentage			6.90%
Interest Expense, Debt, Excluding Amortization			$ 1,592,000
Amortization of Debt Discount (Premium)			$ 593,000

Note 22 - Non-operating Income (Expense) (Tables)

3 Months Ended

Aug. 31, 2023

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

	For the three months
	ended August 31,
	2023			2022
Change in fair value of convertible debenture payable	$	(2,147	)	$	(7,884	)
Change in fair value of warrant liability		(8,198	)		1,548
Foreign exchange loss (gain)		6,267			(25,573	)
Loss on long-term investments		(109	)		(1,008	)
Other non-operating (losses) gains, net		(215	)		(75	)
Total	$	(4,402	)	$	(32,992	)

Note 4 - Intangible Assets (Details Textual) - USD ($)	Aug. 31, 2023	May 31, 2023
Licenses, Permits and Applications [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 183,660	$ 181,093

Note 15 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Balance	$ 3,329,943	$ 4,441,366
Other comprehensive loss	3,209	(62,817)
Balance	3,401,556	4,563,182
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	(46,610)	54,413
Other comprehensive loss	3,049	(56,443)
Balance	(43,561)	(2,030)
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]
Balance	0	(75,177)
Other comprehensive loss	0	(2,525)
Balance	0	(77,702)
Unrealized Loss on Available for Sale Debt Securities [Member]
Balance	(46,610)	(20,764)
Other comprehensive loss	3,049	(58,968)
Balance	$ (43,561)	$ (79,732)

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 18 - Commitments and Contingencies (Tables)

3 Months Ended

Aug. 31, 2023

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

	*Total*		*2024*		*2025*		*2026*		*2027*		*Thereafter*
Long-term debt repayment	$	166,977	$	66,829	$	17,233	$	6,662	$	8,412	$	67,841
Convertible notes		436,570		264,070		—		—		—		172,500
Material purchase obligations		56,525		33,484		18,491		3,675		875		—
Construction commitments		1,515		1,515		—		—		—		—
Total	$	661,587	$	365,898	$	35,724	$	10,337	$	9,287	$	240,341

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

	*Operating*
	*leases*
2024	$	4,106
2025		3,295
2026		3,486
2027		3,412
Thereafter		4,012
Total minimum lease payments	$	18,311
Imputed interest		(8,525	)
Obligations recognized	$	9,786

Note 6 - Business Acquisitions

3 Months Ended

Aug. 31, 2023

Business Combination Disclosure [Text Block]

Note 6. Business acquisitions

Acquisition of Montauk Brewing Company, Inc.

On November 7, 2022, Tilray acquired Montauk Brewing Company, Inc. (“Montauk”), a leading craft brewer company 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 23 (Fair value measurements).

The table below summarizes fair value of the assets acquired and the liabilities assumed at the effective 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 revenue of approximately $3,000 for the three months ended August 31, 2022 and net loss and comprehensive net loss would have increased by approximately $600 for the three months ended August 31, 2022, 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 of $47. 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 has recorded the value of the associated capital assets as an asset held for sale.

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 HEXO Acquisition at the effective acquisition date as follows:

	*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		1,657
Accounts receivable		7,855
Asset held for sale		755
Prepaids and other current assets		2,530
Inventory		27,495
Long-term assets
Prepaid expenses		8,384
Capital assets		70,782
Intellectual property, trademarks & brands (15 years)		2,000
Interest in equity investee		3,145
Total assets		139,237
Current liabilities
Accounts payable and accrued liabilities		45,355
Total liabilities		45,355
Total net assets acquired	$	93,882

Included in accounts payable and accrued liabilities was $12,856 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 revenue of approximately $7,000 and $20,000 for the three month period ended August 31, 2023 and 2022, respectively, and its net loss and comprehensive net loss would have increased by approximately $1,800 and $30,000 for the three month period ended August 31, 2023, and 2022, 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, for $74 (CAD$100) in cash and $4,181 of contingent consideration from Molson Coors Canada ("Molson"). This represents the portion of Truss that had not been previously acquired as part of the HEXO Acquisition. The Company currently intends to divest Truss's assets and has recorded the value of the associated capital assets and lease obligations as an asset held for sale. The Company has agreed to pay Molson as contingent consideration an amount equal to 57.5% of any proceeds from any divesture, net of any costs and expenses associated with the disposition.

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

	*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 revenue of approximately $3,000 and $5,000 for the three month period ended August 31, 2023 and 2022, respectively, and net loss and comprehensive net loss would have increased by approximately $700 and $1,000 for the three month period ended August 31, 2023, and 2022, respectively. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of Truss.

Note 3 - Capital Assets

3 Months Ended

Aug. 31, 2023

Property, Plant and Equipment Disclosure [Text Block]

Note 3. Capital assets

Capital assets consisted of the following:

	*August 31,*			*May 31,*
	*2023*			*2023*
Land	$	36,076		$	30,635
Production facility		330,012			344,627
Equipment		271,992			185,422
Leasehold improvement		7,786			7,753
Construction in progress		9,727			8,048
	$	655,593		$	576,485
Less: accumulated amortization		(160,974	)		(146,818	)
Total	$	494,619		$	429,667

Note 14 - Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Stock-based compensation expense	$ 8,257	$ 9,193	$ 8,257	$ 9,193
Share-Based Payment Arrangement, Option [Member]
Stock-based compensation expense			0	604
Restricted Stock Units (RSUs) [Member]
Stock-based compensation expense			$ 8,257	$ 8,589

Note 15 - Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Aug. 31, 2023

Comprehensive Income (Loss) Note [Text Block]

Note 15. Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss includes the following components:

				*Unrealized*
	*Foreign*			*loss on*
	*currency*			*convertible*
	*translation*			*notes*
	*gain (loss)*			*receivables*			*Total*
Balance May 31, 2022	$	54,413		$	(75,177	)		(20,764	)
Other comprehensive loss		(56,443	)		(2,525	)		(58,968	)
Balance at August 31, 2022	$	(2,030	)	$	(77,702	)	$	(79,732	)

Balance May 31, 2023	$	(46,610	)	$	—		$	(46,610	)
Other comprehensive loss		3,049			—			3,049
Balance August 31, 2023	$	(43,561	)	$	—		$	(43,561	)

Note 15 - Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Aug. 31, 2023

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, 2022	$	54,413		$	(75,177	)		(20,764	)
Other comprehensive loss		(56,443	)		(2,525	)		(58,968	)
Balance at August 31, 2022	$	(2,030	)	$	(77,702	)	$	(79,732	)

Balance May 31, 2023	$	(46,610	)	$	—		$	(46,610	)
Other comprehensive loss		3,049			—			3,049
Balance August 31, 2023	$	(43,561	)	$	—		$	(43,561	)

Note 19 - Net Revenue (Tables)

3 Months Ended

Aug. 31, 2023

Disaggregation of Revenue [Table Text Block]

	For the three months
	ended August 31,
	2023			2022
Cannabis revenue	$	96,884		$	75,689
Cannabis excise taxes		(26,551	)		(17,119	)
Net cannabis revenue		70,333			58,570
Beverage alcohol revenue		25,339			21,863
Beverage alcohol excise taxes		(1,177	)		(1,209	)
Net beverage alcohol revenue		24,162			20,654
Distribution revenue		69,157			60,585
Wellness revenue		13,297			13,402
Total	$	176,949		$	153,211

Note 12 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Aug. 31, 2023	May 31, 2023	May 30, 2023	Jul. 12, 2022	Apr. 30, 2019
Carrying amount of long-term debt	$ 372,451	$ 395,422
Carrying amount of long-term debt	372,451	395,422
Deduct - current portion	251,590	174,378
Total convertible debentures payable, non current portion	120,861	221,044
TLRY 27 [Member]
Carrying amount of long-term debt	120,861	100,476
Carrying amount of long-term debt	120,861	100,476
Face amount	172,500	150,000	$ 172,500
Unamortized discount	(51,639)	(49,524)
Convertible debentures	120,861	100,476
HT Investments MA LLC Note [Member]
Carrying amount of long-term debt	0	47,834
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
APHA 24 [Member]
Carrying amount of long-term debt	124,453	120,568
Carrying amount of long-term debt	124,453	120,568
Face amount	350,000	350,000			$ 350,000
Convertible debentures	124,453	120,568
Debt settlement	(213,260)	(213,260)
Fair value adjustment	(12,287)	(16,172)
TLRY 23 [Member]
Carrying amount of long-term debt	127,137	126,544
Carrying amount of long-term debt	127,137	126,544
Face amount	277,856	277,856
Unamortized discount	(193)	(786)
Convertible debentures	127,137	126,544
Debt settlement	$ (150,526)	$ (150,526)

Note 24 - Segment Reporting (Details Textual) $ in Thousands	3 Months Ended
	Aug. 31, 2023 USD ($)	Aug. 31, 2022 USD ($)
Number of Reportable Segments	4
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Major Customers [Member]
Number Of Major Customers	0	0
Advisory Services Agreement With HEXO [Member] \| Advisory Services Revenue [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,500	$ 7,753

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Aug. 31, 2023

Basis of Presentation and Significant Accounting Policies [Text Block]

Note 1. Basis of presentation and summary of significant accounting policies

The accompanying unaudited condensed interim consolidated financial statements (the “financial statements”) reflect the accounts of the Company for the quarterly period ended August 31, 2023. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements (the “Annual Financial Statements”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (the “Annual Report”). These unaudited condensed interim consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

These condensed interim 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.

All amounts in the unaudited condensed interim consolidated financial statements, notes and tables have been rounded to the nearest thousand, except par values and per share amounts, unless otherwise indicated.

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 subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Report, except for the entities acquired within Note 6 (Business acquisitions), during the period ended August 31, 2023.

Marketable securities

We classify term deposits and other investments that have maturities of greater than three months but less than one year as marketable securities. The fair value of marketable securities is based on quoted market prices for publicly traded securities. Marketable securities are carried at fair value with changes in fair value recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”.

Long-term investments

Investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence are classified as an equity investment and accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”.

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 recorded at cost, adjusted for the Company’s share of undistributed earnings or losses, and impairment, if any, within “Interest in equity investees” on the balance sheets. The Company assesses investments in equity method investments when events or circumstances indicate that the carrying amount of the investment may be impaired. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is other than temporary (OTTI). Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity investee to sustain an earnings capacity that would justify the carrying amount of the investment. Once a determination is made that an OTTI exists, the investment is written down to its fair value in accordance with ASC 820 at the reporting date, which establishes a new cost basis.

Convertible notes receivable

Convertible notes receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not that we will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss).

Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants, and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. Shares of common stock outstanding under the share lending arrangement entered into in conjunction with the TLRY 27 Notes, see Note 12 (Convertible debentures payable) are excluded from the calculation of basic and diluted earnings per share because the borrower of the shares is required under the share lending.

In computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. For the three months ended August 31, 2023 and August 31, 2022, the dilutive potential common share equivalents outstanding consisted of the following: 21,202,933 and 16,989,328 common shares from RSUs, 6,325,348 and 4,741,653 common shares from share options, 7,847,219 and 6,209,000 common shares for warrants and 77,819,141 and 36,687,326 common shares for convertible debentures, respectively.

Revenue

Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations.

Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and accrued liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority.

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.

We may enter into certain contracts for the sale of goods or services, which provide customers with rights of return, volume discounts, bonuses for volume/quality achievement, and/or sales allowances. In addition, the Company may provide in certain circumstances, a retrospective price reduction to a customer based primarily on inventory movement. The inclusion of these items may give rise to variable consideration. The Company uses the expected value method to estimate the variable consideration because this method provides the most accurate estimation of the amount of variable consideration to which the Company will be entitled. The Company uses historical evidence, current information and forecasts to estimate the variable consideration. The Company reduces revenue and recognizes a contract liability equal to the amount expected to be refunded to the customer in the form of a future rebate or credit for a retrospective price reduction, representing its obligation to return the customer’s consideration. The estimate is updated at each reporting period date.

On July 12, 2022, the Company and HEXO Corp. ("HEXO") entered into various commercial transaction agreements, as described in Note 24 (Segment reporting), which included an advisory services arrangement. The fees associated with the advisory services arrangement were recognized as revenue when such services were provided to HEXO. Any payments that were received for such services in advance of performance were recognized as a contract liability. On June 22, 2023, the Company completed the acquisition of HEXO as described in Note 6 (Business acquisitions), simultaneously terminating the advisory services arrangement and other commercial transactions.

New accounting pronouncements not yet adopted

In August 2023, the FASB issued ASU 2023-05, Business Combination - Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement (“ASU 2023-05”), which is intended to address the accounting for contributions made to a joint venture. ASU 2023-05 is effective for the Company beginning June 1, 2026. This update will be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

New accounting pronouncements recently adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The Company adopted the ASU 2021-08 beginning June 1, 2023, however, it did not have any impact on our condensed interim consolidated financial statements.

Note 25 - Subsequent Events

3 Months Ended

Aug. 31, 2023

Subsequent Events [Text Block]

Note 25. Subsequent Events

On August 7, 2023, the Company entered into a securities and asset purchase agreement (the “Purchase Agreement”) by and among Anheuser-Busch Companies, LLC, Craft USA Holdings, LLC, Craft Brew Alliance, Inc. (collectively, “AB”), the Company and Tilray Beverages, LLC. Pursuant to the Purchase Agreement, Tilray will acquire from AB a portfolio of craft beer and beverage brands, assets and businesses related to Breckenridge Brewery, Blue Point, 10 Barrel, Redhook, Widmer Brothers, Square Mile, Shock Top and HiBall. The purchase price paid to AB at closing was equal to $85,000 in cash and is subject to working capital and other applicable closing adjustments. The acquisition closed on September 29, 2023 and $20,000 was borrowed under the 420 Delayed Draw Term Loan Agreement to fund part of the purchase price paid for the AB Transaction.

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. After cancellation, the outstanding principal balance of the TLRY 23 Notes was $107,331.

On October 2, 2023, the Company repaid the remaining $107,331 of the TLRY 23 Notes in cash upon maturity.

Note 6 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, $ in Millions	Aug. 03, 2023 USD ($)	Aug. 03, 2023 CAD ($)	Jun. 22, 2023 USD ($)	Nov. 07, 2022 USD ($)	Aug. 31, 2023 USD ($)	May 31, 2023 USD ($)
Goodwill					$ 2,009,673	$ 2,008,843
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
Total liabilities				10,181
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			2,530
Inventory			27,495
Capital assets			70,782
Finite-lived intangible assets			2,000
Accounts payable and accrued liabilities			45,355
Total liabilities			45,355
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			1,657
Asset held for sale			755
Prepaid expenses			8,384
Interest in equity investee			3,145
Total assets			139,237
Total liabilities			$ 45,355
Truss Beverage Company [Member]
Cash	$ 74	$ 0.1
Contingent consideration	4,181
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
Total liabilities	6,284
Investment in equity investees	3,145
Other liabilities	$ 876

Note 4 - Intangible Assets-Schedule of Estimated Amortization Expense (Details) $ in Thousands	Aug. 31, 2023 USD ($)
2024 (remaining nine months)	$ 55,895
2025	73,414
2026	73,414
2027	73,414
2028	73,414
Thereafter	434,357
Total	$ 783,908

Note 14 - Stockholders' Equity

3 Months Ended

Aug. 31, 2023

Equity [Text Block]

Note 14. Stockholders' equity

Issued and outstanding

As of August 31, 2023, the Company had 980,000,000 common shares and 10,000,000 preferred shares authorized to be issued, with 723,292,600 common shares and nil preferred shares issued and outstanding. Historically, the Company has issued shares of its common stock as consideration for business acquisitions, including the settlement of convertible notes, the settlement of litigation claims, in connection with public offerings and as payment of dividends to non-controlling interests for profit distributions.

During the three months ended August 31, 2023, the Company issued the following common shares:

39,705,962 shares in connection with the HEXO Acquisition, see Note 6 (Business acquisitions).

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

5,004,735 shares to settle dividends payable to the non-controlling shareholders of Aphria Diamond in the amount of $8,146.

17,148,541 shares for the settlement of the HTI Convertible Note payable see Note 12 (Convertible debentures payable).

3,912,481 shares in connection with the exercise of previously awarded stock-based compensation awards.

The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the three months ended August 31, 2023 and 2022, the total stock-based compensation was $ 8,257 and $9,193 respectively.

During the three months ended August 31, 2023 and 2022, the Company granted 11,559,549 and 5,747,938 time-based RSUs, respectively, and 7,566,146 and 2,540,394 performance-based RSUs, respectively. The 7,566,146 performance based RSUs issued during the quarter had performance conditions not yet finalized. The Company's total stock-based compensation expense recognized is as follows:

	*For the three months*
	*ended August 31,*
	*2023*		*2022*
Stock options	$	—	$	604
RSUs		8,257		8,589
Total	$	8,257	$	9,193

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//505/tableOfContent

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-Topic 505
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-Topic 505
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-Topic 505
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-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Note 4 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Cost	$ 1,593,128	$ 1,576,717
Less: accumulated amortization	(209,716)	(187,088)
Less: impairments	(415,844)	(415,844)
Total	967,568	973,785
Customer Relationships and Distribution Channel [Member]
Cost	618,672	614,062
Licenses, Permits and Applications [Member]
Cost	369,479	366,793
Noncompete Agreements [Member]
Cost	12,432	12,394
Intellectual Property, Trademarks, Know How and Brands [Member]
Cost	$ 592,545	$ 583,468

Note 7 - Convertible Notes Receivable (Tables)

3 Months Ended

Aug. 31, 2023

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

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

Note 6 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) (Parentheticals)	Jun. 22, 2023	Nov. 07, 2022
Acquisition of Montauk Brewing Company, Inc. [Member] \| Customer Relationships [Member]
Estimated useful life (Year)		15 years
Acquisition of Montauk Brewing Company, Inc. [Member] \| Intellectual Property, Trademarks and Brands [Member]
Estimated useful life (Year)		15 years
HEXO [Member]
Estimated useful life (Year)	15 years

Note 10 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Millions	3 Months Ended
	Aug. 31, 2023 USD ($)	Aug. 31, 2023 CAD ($)	Aug. 31, 2023 EUR (€)
Four Twenty Corporation [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 30,000
Long-Term Line of Credit, Total	7,000
Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1
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	$ 7,594		€ 6,967
Number of Debt Instruments	2	2	2
Line of Credit [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	75.00%
Line of Credit [Member] \| Euro Short-Term Rate [Member] \| CC Pharma GmbH [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%
Line of Credit [Member] \| Euro Interbank Offered Rate [Member] \| CC Pharma GmbH [Member]
Debt Instrument, Basis Spread on Variable Rate	3.75%
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 5 - Goodwill (Tables)

3 Months Ended

Aug. 31, 2023

Schedule of Goodwill [Table Text Block]

	*August 31,*			*May 31,*
Reporting Unit	*2023*			*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		8,705			7,875
Impairments		(842,431	)		(842,431	)
Total	$	2,009,673		$	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
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 20
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Note 24 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands	Aug. 31, 2023	May 31, 2023
Capital assets	$ 494,619	$ 429,667
North America [Member]
Capital assets	384,091	319,173
EMEA [Member]
Capital assets	106,761	107,131
Rest of World [Member]
Capital assets	$ 3,767	$ 3,363

Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands	3 Months Ended			12 Months Ended
	Aug. 31, 2023 USD ($)	Aug. 31, 2023 CAD ($)	Aug. 31, 2023 EUR (€)	May 31, 2023 USD ($)	May 31, 2023 CAD ($)	May 31, 2023 EUR (€)	Aug. 31, 2023 CAD ($)	Aug. 31, 2023 EUR (€)	May 31, 2023 CAD ($)	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 April 2032 [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		$ 196			$ 196
Term Loan Due in April 2032 [Member] \| Prime Rate [Member]
Variable rate	1.00%	1.00%	1.00%	1.00%	1.00%	1.00%
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
Fixed 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
Fixed 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	$ 52			$ 52
Fixed 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
Amortization period (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	$ 70,000			$ 70,000
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 14 - Stockholders' Equity (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022	May 31, 2023
Common Stock, Shares Authorized (in shares)	980,000,000		980,000,000		980,000,000
Preferred Stock, Shares Authorized (in shares)	10,000,000		10,000,000		10,000,000
Common Stock, Shares, Issued (in shares)	723,292,600		723,292,600		656,655,455
Preferred Stock, Shares Issued (in shares)	0		0		0
Stock Issued During Period, Value, Settlement of Financing Liability	$ 8,146	$ 5,064
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)	3,912,481
Share-Based Payment Arrangement, Expense	$ 8,257	$ 9,193	$ 8,257	$ 9,193
Common Stock, Shares, Outstanding (in shares)	723,292,600		723,292,600		656,655,455
Preferred Stock, Shares Outstanding (in shares)	0		0		0
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)	11,559,549	5,747,938
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	7,566,146
HTI Convertible Note Payable [Member]
Stock Issued During Period, Shares, Settlement of Convertible Securities (in shares)	17,148,541
Aphria Diamond [Member]
Stock Issued During Period, Shares, Settlement of Dividend Payable (in shares)	5,004,735
Stock Issued During Period, Value, Settlement of Dividend Payable	$ 8,146
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

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - shares	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares)	77,819,141	36,687,326
Restricted Stock Units (RSUs) [Member]
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares)	21,202,933	16,989,328
Share-Based Payment Arrangement, Option [Member]
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares)	6,325,348	4,741,653
Warrants [Member]
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares)	7,847,219	6,209,000

Note 3 - Capital Assets (Tables)

3 Months Ended

Aug. 31, 2023

Property, Plant and Equipment [Table Text Block]

	*August 31,*			*May 31,*
	*2023*			*2023*
Land	$	36,076		$	30,635
Production facility		330,012			344,627
Equipment		271,992			185,422
Leasehold improvement		7,786			7,753
Construction in progress		9,727			8,048
	$	655,593		$	576,485
Less: accumulated amortization		(160,974	)		(146,818	)
Total	$	494,619		$	429,667

Note 16 - Non-controlling Interests (Tables)

3 Months Ended

Aug. 31, 2023