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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

Tilray Brands, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 HELP TILRAY GROW AND PROTECT ITS SHAREHOLDERS  Letter to Tilray Stockholders  To support our Board  and modernize our governance  PLEASE VOTE TODAY 
 
 Dear Fellow Tilray Brands Stockholder: Tilray needs your support.  An overwhelming majority of votes cast to date support the proposal to eliminate Tilray Brands’ Class 1 common stock (“Proposal 3”), but we do not yet have a sufficient number of shares outstanding voting to approve the proposal.  Accordingly, we have had to adjourn our Annual Meeting to December 20, 2022 to provide additional time to ensure that all Tilray Brands stockholders have the opportunity to make their voices heard.  To ensure your vote is counted before the December 20th meeting, and to avoid further delay and expense, we strongly urge you to join your fellow stockholders and vote FOR all proposals on the agenda as soon as possible.  As a reminder, Proposal 3 is intended to simplify the Company’s capital structure and ensure that all stockholders of common shares have equal voting rights, or one vote per share.  To be clear, Proposal 3 WILL NOT dilute our stockholders or increase the number of outstanding shares. It will have no impact on the rights of current stockholders.  The average Tilray Brands stockholder owns fewer than 500 shares, which makes your vote extremely important. No matter how many or how few shares you own, your vote is vital to our success.  Please do your part to help the Company protect the influence of its stockholders and ensure best corporate governance practices.  If you previously voted against the proposal or to abstain, we urge you to change your vote now to “FOR” the proposal by following the enclosed voting instructions.  If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (800) 449-0910 toll-free in the U.S. and Canada or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.  Thank you for your investment in Tilray Brands, Inc. Sincerely,  Irwin D. Simon  Chairman, President, and Chief Executive Officer