EX-FILING FEES 2 ny20004547x1_ex107.htm FILING FEES TABLE

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.