Cbdmd Inc SEC Filings

cbdMD, Inc. entered into an Asset Purchase Agreement to acquire substantially all assets of Gaia Botanicals, LLC, including the Bluebird Botanicals brand, its online CBD marketplace at https://www.bluebirdbotanicals.com/, related trademarks, inventory, and certain other assets, while assuming specified liabilities. This expands cbdMD’s portfolio into additional CBD products such as gummies, oils, soft gels, creams, and pet products.

The purchase price consists of 425,000 shares of cbdMD restricted common stock issued at closing and an earnout of up to 525,000 additional restricted shares, based on earnout share calculations and setoff rights in the agreement. Earnout shares, if earned, will be issued on or before the 60th day following the first anniversary of closing. All closing and earnout shares are subject to a 180‑day lockup with limited transfer and dribble‑out provisions. The share issuance was an unregistered private offering relying on Section 4(a)(2) of the Securities Act.

cbdMD, Inc. is registering up to 3,234,000 shares of common stock for potential resale by C/M Capital Master Fund, LP in connection with a committed equity financing facility. The shares include up to 3,154,000 purchase shares the company may sell to C/M Capital under a purchase agreement, plus up to 80,000 commitment shares issued as consideration for that agreement.

cbdMD may sell up to $20 million of stock to C/M Capital over 36 months, but will not receive any proceeds from the Selling Shareholder’s resale of these registered shares. Common stock outstanding was 10,068,203 shares as of December 30, 2025, and would rise to 13,302,203 shares if all registered shares are issued. NYSE American rules cap new issuances at 19.99% of pre-agreement shares unless pricing or shareholder approval conditions are met, and C/M Capital is subject to a 4.99% beneficial ownership limit, adjustable to 9.99% with notice.

The filing highlights risks around dilution, stock price pressure from discounted share sales, reliance on the equity line to meet capital needs, prior going concern doubts, and potential volatility in cbdMD’s NYSE American-listed stock.

cbdMD, Inc. is registering up to 1,700,000 shares of common stock for potential resale by investors who purchased its Series B Convertible Preferred Stock in a prior private placement. The company will not receive any proceeds from these resales; it already raised $1,700,000 of gross proceeds when it issued 1,700,000 Series B shares on September 29, 2025 for working capital and general corporate purposes.

Each Series B share converts at $1.00 per share, subject to anti-dilution adjustments with a $0.50 floor, and pays a 10% annual dividend in stock or cash if certain equity conditions are met. As of December 19, 2025, cbdMD had 8,959,410 common shares outstanding, which would increase to 10,659,410 if all Series B shares convert at $1.00.

The preferred stock is senior to common in a liquidation and includes a 4.99% beneficial ownership cap per holder and a 19.99% NYSE American exchange cap (1,782,518 shares) unless shareholders approve a larger issuance. Management reports fiscal 2025 progress with GAAP operating loss reduced from $3.3 million to $2.1 million, while expanding its Oasis hemp-derived beverage brand amid increasing state and federal regulatory pressures on the hemp industry.

cbdMD, Inc. has filed a resale registration covering up to 1,700,000 shares of common stock issuable upon conversion of its Series B Convertible Preferred Stock. These shares may be sold from time to time by the selling shareholders, and cbdMD will not receive any proceeds from their resale, having previously raised $1.7 million in gross proceeds when it sold 1,700,000 Series B preferred shares in a private placement. The Series B Preferred Stock converts at $1.00 per share, subject to anti-dilution with a $0.50 floor, and carries a 10% annual dividend payable in stock or cash if certain conditions are met. As of December 19, 2025, cbdMD had 8,959,410 common shares outstanding, or 10,659,410 shares assuming full Series B conversion at $1.00 per share. The company’s stock trades on the NYSE American under the symbol YCBD, with a last reported price of $1.93 on December 18, 2025.

cbdMD, Inc. received an updated ownership report from investor Clark R. Crosnoe and related entities on a passive basis. Crosnoe is reported to beneficially own 436,150 common shares, representing 4.9% of the class, through CRC Investment Fund LP, NM 2018 Trust, and AMC Legacy Trust, all of which show shared voting and dispositive power and no sole power.

CRC Investment Fund LP reports beneficial ownership of 361,400 common shares, or 4.1% of the class. NM 2018 Trust reports 56,875 shares (about 0.6%), and AMC Legacy Trust reports 17,875 shares (about 0.2%). The percentages are calculated based on 8,919,410 common shares outstanding as of November 6, 2025, as disclosed in cbdMD’s Form S-1. Crosnoe disclaims beneficial ownership of securities held by the fund and trusts except to the extent of his pecuniary interest, and certifies that the holdings are not for the purpose of changing or influencing control of cbdMD.

cbdMD, Inc. is a North Carolina-based consumer wellness company that sells hemp-derived CBD, Delta‑9 THC where permitted, functional mushroom products, pet wellness items, and a new THC-infused beverage line under brands including cbdMD, Paw CBD, ATRX and Oasis. For fiscal 2025, revenue was essentially flat at $19.2 million, but the company narrowed its GAAP operating loss from $3.3 million in 2024 to $2.1 million in 2025 through cost controls and portfolio optimization.

Management simplified the capital structure by converting Series A preferred stock and accrued dividends into roughly 91% of the outstanding common shares following an April 2025 shareholder vote, which was critical to regaining compliance with NYSE American listing standards. However, the company still has a history of losses, faces liquidity pressure, and its auditors highlight substantial doubt about its ability to continue as a going concern without improved profitability or new funding.

Growth efforts include expanding Oasis hemp-derived THC beverages across the Southeast, strengthening e-commerce (about 77% of 2025 sales) and international distribution, and investing about $4.4 million in 2025 marketing. A major risk is regulatory: a new federal law could cap THC at 0.4 mg per container from November 2026, potentially affecting 40–45% of revenue tied to full-spectrum products, with future legislative fixes uncertain.

cbdMD, Inc. insider Clark R. Crosnoe, a director, reported multiple sales of the company’s common stock on 12/17/2025, all held indirectly through investment vehicles and trusts. These transactions are disclosed on a Form 4 filed for a single reporting person.

The filing shows a sale of 461,725 shares at $2.3136 per share through CRC Investment Fund LP, leaving 361,400 shares beneficially owned through that entity. It also reports a sale of 69,875 shares at $2.3444 per share through NM 2018 Trust, with 56,875 shares remaining, and a sale of 19,101 shares at $2.3444 per share through AMC Legacy Trust, with 17,875 shares remaining.

The reporting person states that beneficial ownership of these securities is disclaimed except to the extent of his pecuniary interest, so the reported indirect holdings reflect economic exposure rather than a claim to full ownership of all shares.

A stockholder in YCBD has filed a Rule 144 notice to sell up to 986,851 shares of common stock through Marex Capital Markets on the NYSE American, with an approximate sale date of 12/17/2025 and an aggregate market value of 2220415.00.

The securities were originally acquired on 12/09/2020 as an investment from the issuer and in the open market for cash, and the notice lists 8,912,959 shares of the issuer’s common stock outstanding as context for the planned sale. By signing, the seller represents that they do not know any material adverse information about the issuer that has not been publicly disclosed.