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.
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.
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.