Tilray Brands (TLRY) risk factors, FY2026 10-K

Risks Related to the Cannabis Business

1. 01Our cannabis business is dependent upon regulatory approvals and licenses, ongoing compliance and reporting obligations, and timely renewals32% rewritten
2. 02Competition from the illicit cannabis market could impact our ability to succeed
3. 03Our production and processing facilities are integral to our business and adverse changes or developments affecting our facilities may have an adverse impact on our business
4. 04We face intense competition, and anticipate competition will increase, which could hurt our business
5. 05The cannabis industry and market are relatively new and evolving, which could impact our ability to succeed in this industry and market
6. 06Regulations constrain our ability to market and distribute our products in Canada and Europe
7. 07Research regarding the health effects of cannabis is in relatively early stages and subject to further study which could impact demand for cannabis products
8. 08United States regulations relating to cannabinoid products, including CBD, Delta-9 THC, THCA and other cannabinoids, are rapidly evolving, and recent federal and state legislative developments may materially restrict or eliminate certain product categories and adversely affect our business objectivesNew

Risks related to the Beverage Business

1. 09Changes in consumer preferences or public attitudes about alcohol could decrease demand for our beverage products
2. 10Developments affecting production sites, including at our breweries or our distillery in Breckenridge, could negatively impact financial results for our beverage business segment
3. 11Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businessesNew
4. 12Sweetwater, Breckenridge, Montauk, BrewDog and our other recently-acquired craft beverage brands portfolio each face substantial competition in the beer industry and the broader market for alcoholic beverage products, which could impact our business and financial results
5. 13Sweetwater, Breckenridge, Montauk, BrewDog and our other recently-acquired craft beverage brands portfolio are each dependent on distributors to deliver sustained growth and distribute products

Risks Related to Ongoing Litigation Claims

1. 14We are subject to litigation, arbitration and demands, which could result in significant liability and costs, and impact our resources and reputation71% rewritten
2. 15The Company ’ s business may be materially adversely affected by the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments
3. 16Additional impairments of our goodwill, additional impairments of our intangible and other long-lived assets, and changes in the estimated useful lives of intangible assets could have a material adverse impact on our financial results
4. 17We began operating in 2014 and have yet to generate a profit. We intend to continue to expend funds to explore potential opportunities and complete strategic mergers and acquisitions, invest in research and development, expand our marketing and sales operations and meet the compliance requirements as a public company
5. 18We are exposed to risks relating to the laws of various countries as a result of our international operations
6. 19We are required to comply concurrently with all applicable laws in each jurisdiction where we operate or to which we export our products, and any changes to such laws could adversely impact our business
7. 20Our strategic alliances and other third-party business relationships may not achieve the intended beneficial impact and expose us to risks
8. 21We may not be able to successfully identify and execute future acquisitions, dispositions or other equity transactions or to successfully manage the impacts of such transactions on our operations
9. 22We are subject to risks inherent in an agricultural business, including the risk of crop failure
10. 23We depend on significant customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue could decline significantly
11. 24We may be unable to attract or retain key personnel, and we may be unable to attract, develop and retain additional employees required for our development and future success
12. 25Increased labor costs, potential organization of our workforce, employee strikes, work stoppages, and other labor-related disruption may adversely affect our business, financial conditions and operations
13. 26Significant interruptions in our access to certain supply chains for key inputs such as raw materials, aluminum, supplies, electricity, water and other utilities may impair our operations
14. 27We may be negatively impacted by volatility in the political and economic environment, and a period of sustained inflation across the markets in which we operate could result in higher operating costs
15. 28We face risks associated with the transportation of our products to consumers in a safe and efficient manner
16. 29Our products may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources
17. 30We may be subject to product liability claims or regulatory action. This risk is exacerbated by the fact that cannabis use may increase the risk of serious adverse side effects
18. 31We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception
19. 32Failure to comply with safety, health and environmental regulations applicable to our operations and industry may expose us to liability and impact operations
20. 33We may experience breaches of security at our facilities, which could result in product loss and liability
21. 34We may be subject to risks related to our information technology systems, including service interruption, cyber-attacks and misappropriation of data, which could disrupt operations and may result in financial losses and reputational damage
22. 35The cannabis industry continues to face significant funding challenges, and we may not be able to secure adequate or reliable sources of funding, which may impact our operations and potential expansion
23. 36Our existing and future debt agreements may contain covenant restrictions that limit our ability to operate our business and pursue beneficial transactions
24. 37Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt
25. 38Management may not be able to successfully establish and maintain effective internal controls over financial reporting
26. 39Since a significant portion of our sales are generated in Canada and other countries outside the United States, fluctuations in foreign currency exchange rates could harm our results of operations
27. 40We may have exposure to greater than anticipated tax liabilities, which could harm our business
28. 41We may not be able to utilize our net operating loss carryforwards which could result in greater than anticipated tax liabilities
29. 42We are self-insured for certain losses, which may expose us to significant unexpected costs and adversely affect our financial condition and results of operationsNew

Risks Related to Ownership of Our Securities

1. 43The price of our common stock in public markets has experienced and may continue to experience severe volatility and fluctuations
2. 44The volatility of our stock and the stockholder base may hinder or prevent us from engaging in beneficial corporate initiatives
3. 45If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline

Risks Related to our Convertible Securities

1. 46We may not have the ability to raise the funds necessary to settle conversions of the Convertible Securities in cash or to repurchase the Convertible Securities upon a fundamental change
2. 47The conditional conversion feature of the Convertible Securities, if triggered, may adversely affect our financial condition and operating results
3. 48Conversion of the Convertible Securities may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock
4. 49Certain provisions in the indentures governing the Convertible Securities may delay or prevent an otherwise beneficial takeover attempt of us
5. 50Our stockholders may be subject to dilution resulting from future offerings of common stock by us
6. 51Provisions in our corporate charter documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current board of directors

Risks Related to our Cryptocurrency Strategy

1. 52Our cryptocurrency strategy faces high risk and uncertainty in light of market volatility and an evolving regulatory landscape

Risks Related to our Intellectual Property

1. 53We may not be able to adequately protect our intellectual property
2. 54We may not realize the full benefit of the clinical trials or studies that we participate in if we are unable to secure ownership or the exclusive right to use the resulting intellectual property on commercially reasonable terms
3. 55We may not be able to maintain adequate insurance coverage, the premiums may not continue to be commercially justifiable, and coverage limitations or exclusions may leave us exposed to uninsured liabilities
4. 56The financial reporting obligations of being a public company and maintaining a dual listing on NASDAQ and on the TSX requires significant company resources and management attention
5. 57Our existing operations in the United States, and any future operations, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in the United States and Canada
6. 58Tax and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply with any such changes76% rewritten
7. 59Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and resultsNew