Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

On October 22, 2018, Tilray, Inc. (Tilray) issued an additional US$25.0 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2023 (the additional notes) to Cowen and Company, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., as representatives of the several initial purchasers (collectively, the Initial Purchasers) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The additional notes were also sold to accredited investors in Canada pursuant to an exemption from the prospectus requirements of Canadian securities laws. The issuance of the additional notes was pursuant to the Initial Purchasers partial exercise of its 13-day over-allotment option granted in the original offering of US$450 million aggregate principal amount of 5.00% Convertible Senior Notes due 2023 (the notes). The additional notes are being issued under the indenture (the Indenture) dated as of October 10, 2018 between Tilray and GLAS Trust Company LLC, as trustee, and have identical terms to the notes. The Indenture and the notes are each as described in Item 1.01 of Tilrays Current Report on Form 8-K (the Prior 8-K) filed with the Securities and Exchange Commission on October 10, 2018, which is incorporated herein by reference.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture and the Form of 5.00% Convertible Senior Note due 2023, which are filed as Exhibit 4.1 and 4.2, respectively, to the Prior 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 2.03 is incorporated herein by reference.