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( Mark One ) ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31 , 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM Delaware ΤΟ Commission File Number 001-38594 TILRAY , INC . ( Exact name of Registrant as specified in its Charter ) ( State or other jurisdiction of incorporation or organization ) 655 Madison Avenue , Suite 1900 New York , NY ( Address of principal executive offices ) 82-4310622 ( I.R.S. Employer Identification No. ) 10065 ( Zip Code ) Registrant's telephone number , including area code : ( 844 ) 845-7291 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.0001 par value per share Securities registered pursuant to Section 12 ( g ) of the Act : None Trading Symbol ( s ) TLRY Name of each exchange on which registered The Nasdaq Stock Market LLC The Nasdaq Global Select Market Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES > NO □ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES > NO □ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( $ 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES NO □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company ☑ ㅁ ㅁ Accelerated filer Smaller reporting company ㅁ ㅁ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES NO The aggregate market value of the voting and non - voting common equity held by non - affiliates of the Registrant , based on the closing price of the shares of the Registrant's Common Stock on The Nasdaq Global Select Stock Market on June 30 , 2020 , was approximately $ 675.6 million . As of July 22 , 2021 there were 449,220,809 shares of the Registrant's Common Stock , par value $ 0.0001 per share , issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2021 Annual Meeting of Stockholders ( the " Proxy Statement " ) with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the year ended May 31 , 2021 , provided that if such Proxy Statement is not filed within such period , such information will be included in an amendment to this Form 10 - K to be filed within such 120 - day period .