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 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.
cbdMD, Inc. reported that it has regained full compliance with the continued listing standards of the NYSE American exchange. NYSE Regulation sent the company a letter on December 5, 2025 confirming that previously identified deficiencies under Sections 1003(a)(i) and (ii) of the NYSE American Company Guide have been resolved. As a result, the “.BC” below-compliance indicator will be removed from cbdMD’s ticker and the company will be taken off the exchange’s list of noncompliant issuers, while remaining subject to normal ongoing listing monitoring.
cbdMD, Inc. reported an insider equity transaction for its CEO and CFO, who is also a director, on a Form 4. On 11/28/2025, the executive acquired 445,000 shares of common stock as restricted stock. After this grant, the executive beneficially owns 513,722 common shares in total.
The restricted shares were granted under cbdMD’s 2025 Equity Compensation Plan, and the filing notes that the vesting and issuance of these shares are subject to shareholder approval. The company also explains that the current beneficial ownership amount does not reconcile to the prior report because of a scrivener’s error.
cbdMD, Inc. reported a new executive employment agreement and a fresh equity compensation plan. The company entered into a three-year agreement with CEO and CFO T. Ronan Kennedy, providing a base salary of $340,000 and a restricted stock award covering 445,000 shares of common stock under the new 2025 Equity Compensation Plan. Vesting and issuance of these shares are subject to shareholder approval.
The board approved the 2025 Equity Compensation Plan, which reserves 891,316 shares of common stock for options, restricted stock, and other stock-based awards. The plan includes an “evergreen” feature that can automatically increase the share pool annually based on a percentage of shares outstanding, subject to caps. Awards may be granted to employees, officers, directors, and consultants and are administered by the board’s Compensation, Corporate Governance and Nominating Committee. Grants under the plan will not vest until shareholders approve it, and incentive stock option treatment depends on that approval.
cbdMD, Inc. filed a Form 8-K to report that on November 21, 2025 it issued a press release announcing preliminary net revenues for its fourth quarter and fiscal year ended September 30, 2025, along with certain other operating data for those periods. The press release is included as Exhibit 99.1.
The company states that this information is being furnished, not filed, under the securities laws, which means it is not subject to certain liability provisions and is not automatically incorporated into other cbdMD, Inc. filings.
cbdMD, Inc. filed an S-1 registering the potential resale of up to 1,700,000 shares of common stock by selling shareholders. The registered shares are issuable upon conversion of Series B Convertible Preferred Stock sold on September 29, 2025 pursuant to Purchase Agreements. cbdMD will not receive proceeds from any resale of these shares.
The Series B Preferred is convertible at $1.00 per share, subject to anti‑dilution adjustments and a floor conversion price of $0.50 per share, and accrues dividends at 10% per annum, payable in cash or stock subject to equity conditions. A 4.99% beneficial ownership limitation applies to conversions. An exchange cap limits issuances without prior shareholder approval to 19.99% of pre‑transaction outstanding shares, identified as 1,782,518 shares.
Shares outstanding were 8,919,410 as of November 6, 2025. The company states 10,619,410 shares outstanding assuming full conversion at a $1.00 conversion price. cbdMD previously received $1,700,000 gross proceeds from the private placement of the Series B Preferred for working capital and general corporate purposes.
cbdMD, Inc. issued 1,700,000 shares of newly designated Series B Convertible Preferred Stock to four institutional investors for aggregate gross proceeds of $1,700,000 and net proceeds of $1,500,000, to be used for working capital. Each preferred share converts into common stock at a conversion price of $1.00 subject to anti-dilution and special conversion rights. The Series B accrues dividends at 10% per annum payable quarterly in common shares or cash subject to defined equity conditions; unpaid dividends may increase the stated value if cash payment is restricted by North Carolina law. The preferred ranks senior on liquidation, carries no voting rights except as required by law, and includes a 4.99% beneficial ownership cap on conversion. The company agreed to file a registration statement for the underlying common shares within 30 days of closing per registration rights agreements.