Cbdmd Inc SEC Filings

cbdMD, Inc. registers 2,000,000 shares of common stock for resale by selling shareholders, consisting of shares issuable upon conversion of Series C Convertible Preferred Stock, assuming a $1.13 conversion price. The company will receive no proceeds from these resales. The filing states 10,495,561 shares of common stock outstanding as of February 19, 2026. The Series C Preferred Stock accrues dividends at 10% per annum and is subject to a 4.99% beneficial ownership limitation and an Exchange Cap that prevents issuance above 19.99% of outstanding common stock without shareholder approval.

cbdMD, Inc. has filed a resale registration covering up to 2,000,000 shares of common stock issuable upon conversion of its Series C Convertible Preferred Stock and related stock dividends. These shares may be sold from time to time by the selling shareholders, and the company will not receive any proceeds from such resales.

The Series C Preferred Stock was sold in a December 2025 private placement, raising $2.25 million, and now has a fixed conversion price of $1.13 per share with a 10% annual dividend payable in stock or cash, subject to conditions and anti-dilution protections. Common shares outstanding were 10,495,561 as of February 19, 2026, and would be 12,495,561 assuming full Series C conversion.

The filing highlights significant risks: potential NYSE American delisting if listing standards are not maintained, substantial potential dilution from preferred stock, options, warrants and earnout shares, and new federal legislation that could cap THC content in hemp-derived consumables at 0.4mg per container, which the company states would likely have a material adverse impact on its business if implemented as written. cbdMD also notes its January 2026 acquisition of the Bluebird Botanicals brand, expected to contribute about $600,000 in quarterly revenue after integration.

cbdMD, Inc. reported essentially flat quarterly revenue while remaining unprofitable and warning about its ability to continue as a going concern. For the three months ended December 31, 2025, net sales were $5,016,904, down modestly from $5,113,476 a year earlier.

Gross margin slipped to 59.8% from 66.5% as cost of sales rose, and the company posted a loss from operations of $286,288. Net loss attributable to common shareholders narrowed to $324,602, helped by sharply lower preferred dividends. Adjusted EBITDA was slightly negative at $(35,914).

Cash and cash equivalents increased to $3,387,933 with working capital of about $5.4 million, but management states there is substantial doubt about continuing as a going concern without improved profitability or new funding. To bolster liquidity, cbdMD issued Series B and Series C Convertible Preferred Stock and arranged a $20,000,000 equity line of credit.

The company highlights significant regulatory risk from new federal limits that would cap THC content in hemp-derived consumables nationwide starting November 12, 2026, which it says would likely have a material adverse impact if implemented as written. After quarter end, cbdMD acquired the Bluebird Botanicals brand, expecting roughly $500,000 in additional quarterly revenue once fully integrated.

cbdMD, Inc. is asking shareholders at its March 30, 2026 virtual annual meeting to approve eight proposals, including electing seven directors and ratifying Cherry Bekaert LLP as auditor for fiscal 2026. Only common shareholders as of February 2, 2026, when 10,495,561 shares were outstanding, may vote.

The board seeks discretionary authority for a reverse stock split between 1‑for‑2 and 1‑for‑10 to help address NYSE American listing price requirements and increase flexibility for future issuances. The split would reduce outstanding shares but keep authorized shares unchanged, increasing the number available for future use.

Shareholders are also asked to approve, under NYSE American Section 713, potential issuances exceeding 20% of outstanding stock tied to Series B and Series C Convertible Preferred Stock (each with 10% annual dividends and price‑protection features) and a $20 million equity line of credit with C/M Capital Master Fund, LP. These approvals, along with a new 2025 Equity Compensation Plan and a possible meeting adjournment, could lead to significant dilution relative to current ownership if fully utilized.

cbdMD, Inc. is asking shareholders at its March 30, 2026 virtual annual meeting to approve several major capital and governance actions alongside routine business. Shareholders will vote on electing seven directors and ratifying Cherry Bekaert LLP as auditor for fiscal 2026.

Key proposals include authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-10 to help support NYSE American listing requirements, while keeping 150,000,000 authorized shares unchanged, which increases room for future issuance. As of February 2, 2026, cbdMD had 10,495,561 common shares outstanding.

The company also seeks approval under NYSE American rules to issue over 19.99% additional common shares upon conversion and dividend payments of Series B and Series C Convertible Preferred Stock, and under a $20 million equity line of credit with C/M Capital Master Fund, LP, all of which could significantly dilute existing holders. Shareholders will also vote on a new 2025 Equity Compensation Plan and a proposal to adjourn the meeting if more time is needed to secure votes.

cbdMD, Inc. has filed a Form S-1 to register the resale of up to 2,000,000 shares of common stock by existing investors. These shares are issuable upon conversion of the company’s Series C Convertible Preferred Stock and related initial dividend payments that were sold in a prior private placement.

The company already received $2,250,000 in gross proceeds from issuing 1,000,000 Series C preferred shares at a $2.25 conversion price per common share, subject to anti-dilution adjustments and a $0.65 floor. cbdMD will not receive proceeds from any resale under this prospectus. Common shares outstanding were 10,495,561 as of January 20–21, 2026, and resale methods may include ordinary broker transactions, market sales, and privately negotiated deals.

cbdMD, Inc. filed an amendment to its annual report for fiscal 2025 to add Part III information because it does not plan to file a proxy statement within 120 days of year-end. The filing details the company’s directors, executive officers and governance structure, including two independent board committees and an insider trading and whistleblower policy. It outlines executive and director compensation, highlighted by CEO/CFO T. Ronan Kennedy’s new employment agreement with a $340,000 base salary and performance bonus eligibility. The company describes its equity plans and a new 2025 Equity Incentive Plan reserving 891,316 shares, subject to shareholder approval. As of January 16, 2026, cbdMD had 10,495,561 common shares outstanding, and it reports audit and related fees for 2024 and 2025.

cbdMD, Inc. is registering 3,234,000 shares of common stock for potential resale by C/M Capital Master Fund, LP, tied to a committed equity line of up to $20,000,000. The registered shares include up to 3,154,000 purchase shares the company may sell to the investor and up to 80,000 commitment shares issued as fees.

cbdMD will not receive proceeds from the resale of these shares, but can raise cash by selling stock to the investor at a 5% discount to recent trading prices over a period of up to 36 months, subject to a 19.99% NYSE American share cap and a 4.99%–9.99% beneficial ownership limit. Management highlights recent progress reducing operating losses, new products like the Oasis beverage brand, but also discloses a going concern opinion and warns of dilution and stock-price pressure if substantial shares are issued under this financing.