Dilution profile // every instrument, one screen, from SEC filings

Tilray Brands, Inc. (TLRY)

CIK 1731348 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$65.2M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-80% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~37.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-04-232026-10-06

Latest: 147.8M shares as of Oct 6, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-10-06
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 1.12B to 116.5M between Oct 7, 2025 and Jan 6, 2026, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 0 underlying shares, as reported Aug 31, 2026 (10-Q).

Reported exercise price: $5.95 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 147.8M = 147.8M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
TLRY 27$172.5M$59.2M$26.555.2%~6.5M sh
Longterm Debt Excluding Convertible Debenturesnot tagged$134.3Mnot tagged——
Convertible Debenturesnot tagged$64.0Mnot tagged——

If every note above converted at its tagged price: ~6.5M new shares on 147.8M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Oct 8, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding147.8MOct 6, 2026
+ Warrants (aggregate, as tagged) (if exercised)0Aug 31, 2026
+ TLRY 27 (if fully converted)6.5MAug 31, 2026
Fully diluted estimate154.3M+4.4% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $65.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASROct 9, 2025$65.2M registeredfiling →

Last 12 months: 6 executed · 0 registered.

EXECUTEDSep 14, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDAug 10, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDJun 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDJun 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEApr 21, 2026Resale prospectus — existing holders registering to sell424B7 →
EXECUTEDApr 15, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDApr 15, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
REGISTEREDOct 9, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR →
EXECUTEDSep 10, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJun 23, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDApr 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMar 10, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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