We or selling securityholders may sell securities directly or
through agents we designate from time to time. We will name any
agent involved in the offering and sale of securities and we will
describe any commissions payable to the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, the
agent will act on a best-efforts basis for the period of its
appointment.
We may provide agents, underwriters and dealers with
indemnification against civil liabilities, including liabilities
under the Securities Act, or contribution with respect to payments
that the agents, underwriters or
dealers may make with respect to these liabilities. Agents,
underwriters and dealers, or their affiliates, may engage in
transactions with, or perform services for, us in the ordinary
course of business.
Selling securityholders may be deemed to be underwriters under the
Securities Act in connection with the securities they resell and
any profits on the sales may be deemed to be underwriting discounts
and commissions under the Securities Act.
All securities we may offer, other than Class 2 common stock, will
be new issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing
transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act. Over-allotment
involves sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum price. Syndicate-covering or other short-covering
transactions involve purchases of the securities, either through
exercise of the over-allotment option or in the open market after
the distribution is completed, to cover short positions. Penalty
bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are
purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities
to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any
time.
Any underwriters that are qualified market makers on The Nasdaq
Global Select Market may engage in passive market making
transactions in the Class 2 common stock on The Nasdaq Global
Select Market in accordance with Regulation M under the Exchange
Act, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the Class 2 common
stock. Passive market makers must comply with applicable volume and
price limitations and must be identified as passive market makers.
In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if
all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered
when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above
that which might otherwise prevail in the open market and, if
commenced, may be discontinued at any time.
Unless otherwise indicated in the applicable prospectus supplement,
the validity of the securities offered by this prospectus, and any
supplement thereto, will be passed upon for us by Cooley LLP,
Seattle, Washington. Any underwriters, dealers or agents will also
be advised about the validity of the securities and other legal
matters by their own counsel, which will be named in the applicable
prospectus supplement.
The financial statements as of December 31, 2018 and 2017, and
for each of the three years in the period ended December 31,
2018, incorporated by reference in this Prospectus, have been
audited by Deloitte LLP, an independent registered public
accounting firm, as stated in their report incorporated by
reference herein. Such financial statements have been so included
in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The audited consolidated financial statements of FHF Holdings Ltd.,
included in Tilray, Inc.’s Current Report on Form 8-K filed with
the SEC on May 13, 2019, incorporated by reference in this
prospectus and elsewhere in the Registration Statement have been so
incorporated by reference in reliance upon the report of
Grant Thornton LLP, independent chartered professional accountants,
upon the authority of said firm as experts in accounting and
auditing.