Welcome to our dedicated page for Cbdmd SEC filings (Ticker: YCBD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The cbdMD, Inc. (NYSE American: YCBD) SEC filings page on Stock Titan brings together the company’s official regulatory disclosures from EDGAR with AI-supported summaries to help interpret key documents. cbdMD is a North Carolina corporation focused on hemp-derived cannabinoid products and related wellness brands, and its filings provide detailed insight into its operations, capital structure, and risk profile.
Investors can review annual reports on Form 10-K for discussions of cbdMD’s multi-brand business model spanning cbdMD, Paw CBD, ATRx Labs, and Herbal Oasis, along with risk factors, going concern language, and descriptions of its hemp-derived CBD and Delta-9 product lines. Quarterly reports on Form 10-Q offer interim financial statements and management discussion of sales trends, gross margins, and operating results.
cbdMD also files numerous current reports on Form 8-K that document material events. Recent 8-Ks describe preferred stock financings, the adoption of an equity compensation plan, regaining compliance with NYSE American listing standards, and the asset purchase of Gaia Botanicals, LLC, including the Bluebird Botanicals brand and online CBD marketplace. These filings outline terms of capital raises, equity designations, and key transaction details. Additional registration statements on Form S-1 and S-1/A cover resale registrations for shares issuable upon conversion of preferred stock and shares tied to an equity line of credit with an institutional investor.
On this page, AI-generated overviews can help explain complex sections of cbdMD’s 10-K and 10-Q filings, highlight significant items in 8-Ks, and summarize registration statements related to equity offerings. Users can also access information about equity compensation plans and preferred stock designations, and track any insider or significant shareholder activity reported in relevant forms. Combined, these SEC filings give a structured view of YCBD’s financial condition, financing arrangements, corporate governance, and strategic transactions, supporting deeper analysis of the company’s stock.
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.
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.