Exhibit 107
Calculation of Filing Fee Tables
424(b)(5)
(Form Type)
Tilray Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(2) | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||
Fees to be Paid | Debt Convertible into Equity | Convertible Promissory Note | 457(o) | $50,000,000(1) | 100% of principal amount | $50,000,000 | 0.0000927 | $4,635 | — | — | — | — | ||||||||||||||||||||||
Equity | Class 2 Common Stock, par value $0.0001 per share | 457(i) | 20,000,000(3)(6) | — | — | — | (4) | — | — | — | — | |||||||||||||||||||||||
Equity | Class 2 Common Stock, par value $0.0001 per share | 457(c) | 46,000,000(6) | $3.22(5) | $148,120,000 | 0.0000927 | $13,731 | — | — | — | — | |||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total Offering Amounts | $198,120,000 | $18,366 | ||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||
Net Fee Due | $18,366 |
(1) Represents the aggregate principal amount of the convertible promissory note whose offer and sale are registered by the registration statement relating to the prospectus supplement to which this exhibit is attached.
(2) The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”) and represents deferred payment of the registration fee in connection with the Registrant’s Registration Statement on Form S-3ASR (Registration No. 333-233703) paid herewith.
(3) Represents the maximum number of shares of Class 2 common stock that may be issued upon conversion of the Convertible Promissory Note.
(4) Pursuant to Rule 457(i) under the Securities Act, there is no filing fee payable with respect to the shares of Class 2 common stock that may be issuable upon conversion of the Convertible Promissory Note due because no additional consideration will be received in connection with any conversion.
(5) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low price per share of the Registrant’s Class 2 common stock as reported on the Nasdaq Global Select Market on June 13, 2022.
(6) Includes an indeterminate number of shares of Class 2 common stock that may be issued in connection with stock splits, stock dividends, or similar transactions.