June 20, 2018
U.S. Securities and Exchange Commission
Office of Healthcare and Insurance
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Christine Westbrook |
| Suzanne Hayes |
| Re: | Tilray, Inc. |
| Amendment No. 2 to Draft Registration Statement on Form S-1 |
| Submitted May 30, 2018 |
| CIK No. 0001731348 |
Dear Ms. Westbrook and Ms. Hayes:
On behalf of Tilray, Inc. (“Tilray” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 6, 2018 (the “Comment Letter”) with respect to the Company’s above referenced Draft Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this response letter, the Company is submitting Amendment No. 3 to the Draft Registration Statement (“DRS Amendment No. 3”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised DRS Amendment No. 3 to update other disclosures.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to DRS Amendment No. 3.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted on May 30, 2018
Risk Factors
Tilray Nanaimo is, and our High Park Farms, High Park Processing Facility and Tilray Portugal are expected to become...., page 17
| 1. | Please expand your risk factor to quantify the amount of cannabis you procure through third parties, as disclosed on page 60, and to include relevant disclosure concerning the impact on gross margin in the event you are unsuccessful in scaling operations at your facilities. |
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18 and 19 in the DRS Amendment No. 3.
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com
June 20, 2018
Page Two
Business
Adult Use Brands, page 87
| 2. | We note your disclosure that your mock-ups are shown for representation purposes only. Please revise your disclosure to identify the markets where you currently sell or intend to sell the brands as depicted. If you are unable to identify the relevant markets, please delete them. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 and the pages following page 89 in the DRS Amendment No. 3.
Our Commitment to Research and Innovation
Patents and proprietary programs, page 92
| 3. | Please expand your disclosure to discuss whether you expect the expiration of certain EnWave patents in 2019 to have a material effect on your business, including any impact on future operations and the financial position of the company. Additionally, please disclose the royalty rate, or a royalty range not to exceed ten percent, payable to EnWave under the terms of the license agreement. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 94 in the DRS Amendment No. 3.
Please contact me at (206) 452-8756 with any questions or further comments regarding our responses to the Staff’s Comments.
| Sincerely, |
| /s/ Alan Hambelton |
| Alan Hambelton |
| cc: | Brendan Kennedy, Tilray, Inc. |
| John Robertson, Cooley LLP |
| Rob Lando, Osler, Hoskin & Harcourt LLP |
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com