cbdMD, Inc. filings document a North Carolina cannabinoid-products company with disclosures covering securities registration, capital structure, governance and material agreements.
The record includes Securities Act registration statements, proxy disclosures on executive compensation and shareholder matters, and 8-K reports on director equity compensation, board fees, operating and financial results, and the completed Bluebird Botanicals asset purchase, including acquired brand, online marketplace, trademarks, inventory and share-based consideration.
Sellers Bakari T. reported acquisition or exercise transactions in this Form 4 filing.
cbdMD, Inc. director Bakari T. Sellers reported an equity compensation grant of 1,572 shares of common stock in the form of restricted stock units at no cash cost per share. Following this award, his directly held equity position increased to 4,324 shares.
The restricted stock units vest in four quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, aligning compensation with ongoing Board service under cbdMD’s 2021 or 2025 Equity Compensation Plan.
Stephen Scott G. reported acquisition or exercise transactions in this Form 4 filing.
cbdMD, Inc. director Stephen Scott G. received a grant of 1,572 restricted stock units as compensation for serving on the Board of Directors. Each unit represents one share of common stock and will vest in four quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. Following this award, he holds 4,412 shares of common stock directly.
Raines William F III reported acquisition or exercise transactions in this Form 4 filing.
cbdMD, Inc. director William F. Raines III received a grant of 1,572 restricted stock units, each representing one share of common stock, as compensation for his service on the board. The grant carried no cash purchase price.
The restricted stock units vest in four quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027, under the company’s 2021 or 2025 Equity Compensation Plan. Following this award, Raines holds 13,676 shares of the company’s common stock directly.
cbdMD, Inc. updated its director compensation program. On April 14, 2026, the board granted each independent director and the non-management employee director 1,572 restricted stock units (RSUs) under the 2025 Equity Compensation Plan for the term beginning March 31, 2026. These RSUs vest in four equal quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, with value based on the common stock closing price on April 14, 2026. The board also set annual cash fees, including a $35,000 retainer per independent director and additional amounts for the board chair and key committee roles.
cbdMD, Inc. reported that shareholders approved its 2025 Equity Compensation Plan, creating a new stock-based incentive program for employees, directors and consultants. The plan initially reserves 891,316 shares of common stock for options, restricted stock and other equity awards.
The plan includes an evergreen formula that can increase the share pool each year by 2% of shares outstanding on September 30, up to 300,000 shares annually. With shareholder approval, a previously contingent 445,000-share restricted stock award to CEO and CFO T. Ronan Kennedy became effective. At the 2026 annual meeting, 10,495,561 shares were entitled to vote and a quorum of 54.6% was reached, with all seven proposals approved.
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.