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Exhibit 107
 
Calculation of Filing Fee Tables
S-3
Tilray Brands, Inc.
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
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
1 Debt Debt Securities 457(r)       0.00013810          
Fees to be Paid
2 Equity Common Stock, par value $0.0001 per share 457(r)       0.00013810          
Fees to be Paid
3 Equity Preferred Stock, par value $0.0001 per share 457(r)       0.00013810          
Fees to be Paid
4 Other Warrants 457(r)       0.00013810          
Fees to be Paid
5 Equity Common Stock, par value $0.0001 per share 457(o)     $51,597,980 0.00013810 $7,125.66        
Fees to be Paid
6 Equity Common Stock, par value $0.0001 per share 457(c) 3,133 $1.58 4,950.14 0.00013810 $0.68        
Fees to be Paid
7 Equity Common Stock, par value $0.0001 per share 457(c) 8,617,068 $1.58 $13,614,967.44 0.00013810 $1,880.23         
Fees Previously Paid
                         
Carry Forward Securities
Carry Forward Securities
                         
      Total Offering Amounts:   $65,217,897.58   $9,006.59        
      Total Fees Previously Paid:       $0.00        
      Total Fee Offsets:       $7,616.40        
      Net Fee Due:       $1,390.19        
Offering Note
 
  
1
An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The registrant is deferring payment of all of the registration fees in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”).
 
  
2
An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The registrant is deferring payment of all of the registration fees in accordance with Rules 456(b) and 457(r) under the Securities Act.
 
  
3
An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The registrant is deferring payment of all of the registration fees in accordance with Rules 456(b) and 457(r) under the Securities Act.
 
  
4
An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The registrant is deferring payment of all of the registration fees in accordance with Rules 456(b) and 457(r) under the Securities Act.
 
  
5
Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
 
  
6
Consists of (i) up to 3,133 shares of Common Stock issuable upon exercise of the warrants.
 
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $1.58, which is the average of the high and low prices of Common Stock on October 6, 2025 on the Nasdaq Global Market.
 
  
7
Consists of up to 8,617,068 shares of Common Stock being registered for resale by the selling stockholder named in the resale prospectus supplement included in this registration statement.
 
Pursuant to Rule 416 under the Securities Act, the shares of Common Stock being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
 
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $1.58, which is the average of the high and low prices of the Common Stock on October 6, 2025 on the Nasdaq Global Market.
 
 
1

1

 
 
                
Table 2: Fee Offset Claims and Sources
    Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Rule 457(p)
Fee Offset Claims
1
Tilray Brands, Inc.
S-3 333-267788 05/17/2024 N/A $7,615.86 Equity Common Stock, par value $0.0001 per share   $51,597,980  
Fee Offset Sources
 
Tilray Brands, Inc.
S-3 333-267788 N/A 05/17/2024 N/A N/A N/A N/A N/A $7,615.86
Fee Offset Claims
2
Tilray Brands, Inc.
S-3 333-267788 06/22/2023 N/A $0.54 Equity Common Stock, par value $0.0001 per share 3,133 $4,950.14  
Fee Offset Sources
 
Tilray Brands, Inc.
S-3 333-267788 N/A 06/22/2023 N/A N/A N/A     $0.54
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
 
 
  
1
The registrant previously registered the offer, sale, and issuance of shares of Common Stock having an aggregate offering price of up to $250,000,000 by means of a prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act on May 17, 2024 (the “ATM Prospectus Supplement”), pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-267788) filed on October 7, 2022 (the “2022 Registration Statement”) with the Securities and Exchange Commission (“SEC”). In connection with the filing of the ATM Prospectus Supplement, the registrant paid filing fees of $36,900. As of the date of this registration statement, shares of Common Stock having an aggregate offering price of $198,402,020 have been sold under the ATM Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $7,615.86 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the ATM Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The registrant has terminated the offering that included the unsold securities under the 2022 Registration Statement.
  
2
The registrant previously registered the issuance of up to 3,133 shares of Common Stock issuable upon exercise of certain outstanding warrants by means of a prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act on June 22, 2023 (the “Warrant Shares Prospectus Supplement”), pursuant to the 2022 Registration Statement filed with the SEC. In connection with the filing of the Warrant Shares Prospectus Supplement, the registrant paid filing fees of $252.93. As of the date of this registration statement, 3,133 shares of Common Stock remain issuable upon exercise of the warrants currently outstanding. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $0.54 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Warrant Shares Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The registrant has terminated the offering that included the unsold securities under the 2022 Registration Statement.
 
 
 

N/A 0001731348 EX-FILING FEES S-3ASR 0001731348 2025-10-09 2025-10-09 0001731348 1 2025-10-09 2025-10-09 0001731348 2 2025-10-09 2025-10-09 0001731348 3 2025-10-09 2025-10-09 0001731348 4 2025-10-09 2025-10-09 0001731348 5 2025-10-09 2025-10-09 0001731348 6 2025-10-09 2025-10-09 0001731348 7 2025-10-09 2025-10-09 0001731348 1 2025-10-09 2025-10-09 0001731348 2 2025-10-09 2025-10-09 0001731348 3 2025-10-09 2025-10-09 0001731348 4 2025-10-09 2025-10-09 xbrli:pure iso4217:USD xbrli:shares iso4217:USD xbrli:shares