cbdMD, Inc. Announces Closing of $2.25 Million Series C Preferred Stock Private Placement

cbdMD (NYSE American: YCBD) announced on December 19, 2025 the closing of a private placement of 1,000,000 shares of Series C convertible preferred stock for gross proceeds of $2.25 million.

Rhea-AI Summary

cbdMD (NYSE American: YCBD) announced on December 19, 2025 the closing of a private placement of 1,000,000 shares of Series C convertible preferred stock for gross proceeds of $2.25 million.

The company expects net proceeds of approximately $2.1 million to be used for working capital, general corporate purposes, and to support strategic initiatives, including expanding distribution of its consumer brands.

The Series C carries a 10% annual dividend and is convertible at the holder's option into common stock at an initial conversion price of $2.25 per share, with anti-dilution protection and rights substantially the same as the company’s Series B preferred.

Positive

• Gross proceeds of $2.25 million raised
• Net proceeds of ~$2.1 million allocated to working capital
• Convertible structure preserves optionality for investors and company

Negative

• 10% annual dividend creates a significant cash yield obligation
• Conversion at $2.25 per share may result in shareholder dilution upon conversion

Argus Dec 19 session

-21.76% close to close Open Argus

Details

News Market Reaction – YCBD

On Dec 19, the day this news came out, YCBD closed 21.76% below the previous close.

Data tracked by StockTitan Argus for the Dec 19 session.

Key Figures

Gross proceeds: $2.25 million Net proceeds: approximately $2.1 million Series C shares issued: 1,000,000 shares +2 more

Gross proceeds

$2.25 million

Series C Convertible Preferred Stock private placement

Net proceeds

approximately $2.1 million

Intended for working capital and strategic initiatives

Series C shares issued

1,000,000 shares

Aggregate Series C Convertible Preferred Stock

Dividend rate

10% annually

Series C Convertible Preferred Stock dividend

Conversion price

$2.25 per share

Initial Series C conversion price into common stock

Historical Context

5 past events · Latest: Dec 17

5 events

1. Dec 17

   Earnings call notice

   24h Move

   +58.7%

   Scheduled call to discuss Q4 and fiscal 2025 financial results.

2. Dec 17

   Earnings call notice

   24h Move

   +58.7%

   Repeat notice for conference call on financial results and progress.

3. Dec 08

   Listing compliance

   24h Move

   +4.7%

   Regained full NYSE American compliance and removal of “.BC” flag.

4. Dec 08

   Listing compliance

   24h Move

   +4.7%

   Duplicate compliance announcement reinforcing resolved deficiencies.

5. Nov 21

   Prelim results

   24h Move

   -6.7%

   Preliminary FY 2025 sales roughly flat with improved net loss profile.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible preferred stock, private placement, securities purchase agreements, anti-dilution protection

4 terms

convertible preferred stock financial

"1,000,000 shares of Series C Convertible Preferred Stock in consideration"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

private placement financial

"Series C Preferred Stock Private Placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreements financial

"entered into securities purchase agreements with institutional investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

anti-dilution protection financial

"subject to certain anti-dilution protection provisions"

A contract feature that prevents an investor’s ownership percentage from shrinking when a company issues new shares, by automatically adjusting how many shares the investor holds or the price at which their special shares convert into common stock. It matters because it protects the value, voting power and potential future gains of early or preferred investors—like giving extra slices of a pie when the pie gets bigger so your piece stays the same size.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHARLOTTE, N.C., Dec. 19, 2025 /PRNewswire/ -- cbdMD, Inc. (NYSE American: YCBD), a leading wellness company and the parent of Herbal Oasis THC seltzers, ATRx functional mushroom supplements, and Paw CBD, today announces that it has entered into securities purchase agreements with institutional investors whereby Company issued the investors an aggregate of 1,000,000 shares of Series C Convertible Preferred Stock in consideration of gross proceeds to the Company of $2.25 million. The Company intends to use the net proceeds of approximately $2.1 million for working capital general corporate purposes and support ongoing strategic initiatives. The Series C shares have a 10% annual dividend and are convertible at the option of the holder into the Company's common stock at an initial conversion price of $2.25 per share, subject to certain anti-dilution protection provisions, with rights and preferences substantially the same as the Company's issued and outstanding Series B Convertible Preferred Stock.

"We are pleased to continue strengthening our balance sheet to assist the Company's ongoing initiatives to expand distribution for its consumer brands, and position cbdMD for sustained profitability," said Ronan Kennedy, Chief Executive Officer and Chief Financial Officer of cbdMD.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About cbdMD, Inc.

cbdMD, Inc. (NYSE American: YCBD) is a leading wellness company offering a comprehensive line of U.S.-produced, hemp-derived cannabinoid products, including CBD, CBG, CBN, and more. Its brands include:

• Herbal Oasis – a hemp-derived THC social seltzer redefining the way people connect, unwind, and celebrate life.
  
  
• ATRx Labs – functional mushroom supplements supporting focus, calm, and vitality.
  
  
• Paw CBD – one of the most recognized CBD brands for pets.

The Company is committed to quality, innovation, and transparency, with products distributed both online and through retail partners across the United States. To learn more about cbdMD and our comprehensive line of U.S. grown hemp products as well as our other brands, please visit www.cbdmd.com, www.herbaloasis.com, www.pawcbd.com, or ATRxlabs.com, follow cbdMD on Instagram and Facebook, or visit one of the thousands of retail outlets that carry cbdMD's products.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding profitability and maintaining listing requirements. Such forward-looking statements can be identified using words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. You are urged to carefully review and consider any cautionary statements, including but not limited to expectations on our ability to continue as a going concern, increasing our revenues and other disclosures, including the statements made under the heading "Risk Factors" in cbdMD, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission (the "SEC") on December 17, 2024, and our other filings with the SEC. All forward-looking statements, including, involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

Contact Information:

cbdMD, Inc.
Ronan Kennedy
Chief Executive Officer and Chief Financial Officer
IR@cbdmd.com
(704) 445-3064

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SOURCE cbdMD, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did cbdMD (YCBD) announce on December 19, 2025?

cbdMD closed a private placement of 1,000,000 Series C preferred shares for $2.25 million gross proceeds.

How will cbdMD use the $2.25 million raised in the Series C offering?

The company expects to use approximately $2.1 million of net proceeds for working capital, general corporate purposes, and strategic initiatives.

What are the key financial terms of cbdMD's Series C preferred stock (YCBD)?

Series C carries a 10% annual dividend and is convertible at the holder's option at an initial price of $2.25 per share with anti-dilution protection.

Could cbdMD's Series C convertible preferred stock dilute existing YCBD shareholders?

Yes; conversion of Series C into common stock at $2.25 per share may dilute current shareholders if holders convert.

Are the rights of Series C similar to cbdMD's prior preferred shares?

Yes; the Series C shares have rights and preferences substantially the same as the company's outstanding Series B preferred stock.

When did cbdMD complete the private placement for Series C preferred stock?

The company announced the closing on December 19, 2025.