Core Viewpoint - cbdMD, Inc. (YCBD) is demonstrating steady growth and improving financial health through strategic initiatives and disciplined cost management [1][2][5] Financial Performance - YCBD reported revenue of approximately $4.72 million for the period, slightly above the estimated $4.70 million, indicating steady growth [2][5] - The company has significantly reduced its operating loss to $2.1 million, an improvement from the $3.3 million loss in fiscal 2024, attributed to disciplined cost management and investments in quality and science [2][5] Financial Position - YCBD has strengthened its financial position through a $2.25 million Series C Preferred Stock private placement, with approximately $2.1 million available for working capital and strategic initiatives after expenses [3] - The Series C shares offer a 10% annual dividend and conversion options, providing flexibility for investors [3] - The company maintains a low debt-to-equity ratio of 0.16, indicating modest debt levels, and a current ratio of 1.56, suggesting good liquidity to cover short-term liabilities [4]

As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. 333-291362 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 cbdMD, Inc. (Exact Name of Registrant As Specified In Its Charter) | North Carolina | 2833 | 47-3414576 | | --- | --- | --- | | (State Or Other Jurisdiction Of Incorporation Or Organization) | (Primary Standard Industrial | (I.R.S. Employer ...

With U.S. stock futures trading higher this morning on Monday, some of the stocks that may grab investor focus today are as follows:Greenlane Holdings Inc. (NASDAQ:GNLN) disclosed the resignation of its CEO, Barbara Sher, effective immediately, according to Benzinga Pro. Greenlane shares dipped 11% to close at $2.35 on Friday.Tokyo Lifestyle Co. Ltd. (NASDAQ:TKLF) reported H1 losses of 2 cents per share, versus year-ago earnings of 3 cents per share. The company's sales jumped to $190.421 million from $98.0 ...

Financial Data and Key Metrics Changes - For fiscal year 2025, the company reported total net sales of $19.1 million, a slight decrease from $19.5 million in the prior year [16][20] - The operating loss for fiscal 2025 was approximately $2.1 million, improved from a loss of $3.3 million in 2024 [6][23] - Adjusted non-GAAP EBITDA improved from a loss of $1.7 million in 2024 to a loss of $900,000 in 2025 [6][25] - Gross profit margin for the fourth quarter of fiscal 2025 was 59%, up from 54% in the prior year [21] Business Line Data and Key Metrics Changes - E-commerce direct-to-consumer sales for the fourth quarter of fiscal 2025 were $3.5 million, a 6% year-over-year decrease [16][17] - The wholesale business generated $1.2 million in net sales for the fourth quarter of fiscal 2025, a 25% increase compared to $900,000 in the same quarter of fiscal 2024 [19][20] - For fiscal year 2025, the wholesale business generated net sales of $4.5 million, up from $3.8 million in 2024 [20] Market Data and Key Metrics Changes - Distribution for the new beverage brand, Oasis, has expanded to nine states, with improving case sell-through and growing distributor engagement [7][8] - E-commerce represented 77% of total net sales for fiscal year 2025, down from 81% in the prior year [17] Company Strategy and Development Direction - The company is focused on scaling the Oasis brand responsibly while driving efficient, profitable direct-to-consumer growth [29] - The strategy includes preserving margins and capital discipline while evaluating strategic opportunities aligned with regulatory strength [29] - The company aims to capitalize on the evolving regulatory environment, particularly with the recent executive order from the White House [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's position in the evolving regulatory landscape, highlighting the potential for increased demand for CBD products [12][30] - The company believes that the heavy lifting of the turnaround is largely behind them, with fiscal 2026 focused on improving financial performance [30] - Management noted that the executive order could lead to significant demand for quality CBD products, particularly among Medicare consumers [46] Other Important Information - The company eliminated over $7 million in annual accrued preferred dividend obligations, significantly improving working capital [9][26] - The company has a strong liquidity position entering calendar 2026, with cash and cash equivalents of approximately $2.2 million [26][28] - The NYSE American confirmed that all prior compliance deficiencies had been resolved, reflecting progress in financial stability [11] Q&A Session Summary Question: What will be the key driver of growth in 2026? - Management believes there are growth opportunities in both the core cbdMD brand and the beverage side, with visibility on growth through November [35] Question: Can you explain the decline in direct-to-consumer business? - Management indicated that the decline is tied to organizational changes and is trending slightly up over prior year periods [36][37] Question: What is the timeline for Medicare coverage of CBD products? - Management mentioned that a pilot program is expected to start on April 1st, with potential for significant demand increase [39][40] Question: How will the executive order impact the business? - Management views the executive order as a potential game changer, with significant demand for CBD products expected in the coming years [45][46] Question: How are you prioritizing growth investments for fiscal 2026? - Management indicated that the next quarter will likely see more investment in the Oasis side, with ongoing evaluations based on regulatory developments [66]

Financial Data and Key Metrics Changes - For fiscal year 2025, the company reported total net sales of $19.1 million, a decrease from $19.5 million in the prior year, representing a 2% decline [16] - The operating loss for fiscal 2025 was approximately $2.1 million, improved from a loss of $3.3 million in 2024, marking the third consecutive year of reduced operating losses [6][23] - Adjusted non-GAAP EBITDA improved from a loss of $1.7 million in 2024 to a loss of $900,000 in 2025, driven by cost control and efficient marketing [6][25] - Gross profit margin for the fourth quarter of fiscal 2025 was 59%, up from 54% in the prior year, while the full fiscal year gross margin was 63% compared to 62% in 2024 [21] Business Line Data and Key Metrics Changes - E-commerce direct-to-consumer sales for the fourth quarter of fiscal 2025 were $3.5 million, a 6% decrease year-over-year, and represented 75.1% of total net sales for that quarter [16][17] - The wholesale business generated $1.2 million in net sales for the fourth quarter of fiscal 2025, a 25% increase from $900,000 in the same quarter of fiscal 2024 [19] - For the fiscal year, wholesale sales increased from $3.8 million in 2024 to $4.5 million in 2025 [20] Market Data and Key Metrics Changes - Distribution for the new beverage brand, Oasis, expanded to nine states, with improving case sell-through and growing distributor engagement [7] - The company is positioned in the functional alcohol alternative beverage segment, which is experiencing rapid growth due to changing consumer preferences [7] Company Strategy and Development Direction - The company is focused on scaling the Oasis brand responsibly while driving profitable growth through disciplined marketing execution [29] - A significant emphasis is placed on maintaining a strong balance sheet and capital discipline while evaluating strategic opportunities [29] - The company aims to capitalize on evolving regulatory environments and consumer demand for quality CBD products [14][30] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's improved financial position and the potential for significant demand growth due to recent regulatory changes [12][30] - The executive order from the White House is seen as a positive signal for the hemp and CBD industry, potentially leading to increased consumer access and reimbursement pathways [12][13] - The company believes it is well-positioned to benefit from regulatory clarity and is focused on maintaining compliance and quality [14] Other Important Information - The company successfully eliminated over $7 million in annual accrued preferred dividend obligations, significantly improving working capital [9][27] - As of September 30, 2025, the company had cash and cash equivalents of approximately $2.2 million and working capital of approximately $3.3 million, a significant improvement from the previous year [26][27] Q&A Session Summary Question: What will be the key driver of growth in 2026? - Management indicated that both the core cbdMD brand and the Oasis beverage brand have significant growth opportunities, with a focus on the beverage side due to market visibility [34][35] Question: Can you explain the decline in direct-to-consumer sales? - Management noted that the decline is partly due to SKU rationalization and organizational changes, but overall trends are showing slight improvement [36][37] Question: What is the timeline for Medicare coverage of CBD products? - Management mentioned that a pilot program is expected to start on April 1st, with potential for significant demand growth in the coming years [38][39] Question: How will the executive order impact the business? - Management believes the executive order could lead to a substantial increase in demand for CBD products, estimating a potential $30 billion market opportunity [44][46] Question: How will the company prioritize growth investments in 2026? - Management indicated that the focus for the next quarter will lean more towards the Oasis brand, with ongoing evaluations based on regulatory developments [65][66]

Financial Data and Key Metrics Changes - For fiscal year 2025, the company reduced its operating loss by $1.2 million to approximately $2.1 million, marking the third consecutive year of improved operating results [4] - Adjusted non-GAAP EBITDA improved from a $1.7 million loss in 2024 to a $900,000 loss in 2025, driven by disciplined cost control and efficient marketing spend [4][15] - Total net sales for fiscal year 2025 were $19.1 million, a slight decrease from $19.5 million in the prior year [10] - Gross profit as a percentage of net sales increased to 63% for fiscal 2025, compared to 62% in the previous year [12] Business Line Data and Key Metrics Changes - E-commerce direct-to-consumer sales for the fourth quarter of fiscal 2025 were $3.5 million, a 6% year-over-year decrease, representing 75.1% of total net sales for that quarter [10] - The wholesale business generated $1.2 million in net sales for the fourth quarter of fiscal 2025, up 25% from $900,000 in the same quarter of fiscal 2024 [11] - The company focused on SKU rationalization and prioritizing higher velocity products across its core brands, which helped stabilize the business while maintaining strong gross margins [5] Market Data and Key Metrics Changes - The company has distribution across nine states for its new beverage brand, Oasis, and is evaluating additional markets [4] - The executive order from the White House regarding federal cannabis policy is expected to positively impact the hemp and CBD industry, potentially increasing demand for quality products [8][30] Company Strategy and Development Direction - The company is focused on scaling the Oasis brand responsibly while driving efficient, profitable direct-to-consumer growth through disciplined marketing execution [17] - The management aims to preserve margins and capital discipline while evaluating strategic opportunities aligned with regulatory strength [17] - The company believes it is well-positioned to benefit from improving regulatory clarity and is committed to maintaining a strong, flexible balance sheet [9][16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's direction, highlighting lower operating losses and restored exchange compliance as key achievements [3][17] - The potential for significant demand increase due to Medicare reimbursement pathways for CBD products was noted, with estimates suggesting a $30 billion market opportunity [17][30] - The management emphasized the importance of navigating regulatory changes carefully while continuing to build a profitable long-term organization [30][44] Other Important Information - The company received confirmation from the NYSE American that all prior compliance deficiencies had been resolved, reflecting progress in restoring financial stability [7] - The company closed $2.25 million in additional financing, enhancing its liquidity position [5][16] Q&A Session Summary Question: What will be the key driver of growth in 2026? - Management indicated that both the core cbdMD brand and the Oasis beverage line have significant growth opportunities, with a focus on regulatory developments [20][22] Question: What caused the decline in direct-to-consumer sales? - Management explained that the decline was tied to organizational changes and SKU reductions, but noted a slight upward trend in the D2C business over the past 24 months [23][24] Question: What is the timeline for Medicare coverage of CBD products? - Management mentioned that a pilot program is expected to start on April 1st, with potential for significant demand increase for quality products [25][30] Question: How will the executive order impact the business? - Management believes the executive order could lead to a substantial increase in demand for CBD products, although the details of implementation are still being assessed [29][30] Question: How will the company prioritize growth investments in 2026? - Management indicated that for the next quarter, investment will be more weighted towards the Oasis side, with ongoing evaluations based on regulatory developments [46][48] Question: What is the current share count and any new executive compensation plans? - Management provided the current share count and mentioned that a new employee compensation plan is subject to shareholder vote in the upcoming annual meeting [49][52]

Core Insights - cbdMD, Inc. reported its financial results for the fiscal year ending September 30, 2025, highlighting operational and financial improvements for the third consecutive year [1][2]. Financial Performance - The company experienced a loss from operations of $2.1 million, an improvement of $1.2 million from a $3.3 million loss in fiscal 2024 [3][12]. - Net sales for fiscal 2025 totaled $19.1 million, a slight decrease from $19.5 million in fiscal 2024 [12]. - Gross profit remained stable at 62% for both fiscal years 2025 and 2024 [12]. - The net loss attributable to common shareholders was approximately $4.3 million, or $0.51 per share, compared to a net loss of approximately $7.7 million, or $14.29 per share in fiscal 2024 [12][18]. Balance Sheet and Capital Structure - The net book value improved from under $2.0 million to approximately $7.2 million at year-end due to balance-sheet actions, including the conversion of Series A preferred equity [3][12]. - The company raised an additional $2.25 million in gross proceeds from the sale of Series C Convertible Preferred Stock to strengthen its balance sheet [3][12]. - As of September 30, 2025, the company had $2.3 million in cash and working capital of approximately $3.4 million, compared to $2.4 million in cash and negative $2.2 million in working capital at the same time in 2024 [12][18]. Business Developments - The Herbal Oasis brand expanded into Texas through a distribution partnership, establishing distribution in multiple states including North Carolina, Florida, Alabama, and Minnesota [6]. - The company emphasized its commitment to safety, quality, and scientific rigor in its operations, having invested millions in GMP manufacturing and compliance systems [4][5]. Regulatory Environment - cbdMD expressed optimism regarding the White House's executive order on cannabinoid decriminalization, which could lead to significant investments and support for the reimbursement of full-spectrum hemp for seniors [4][5]. - The company believes that increasing regulatory clarity will encourage additional research and institutional investment in the cannabinoid category [5].

Financial Performance - The company reported operational losses of $2.1 million in fiscal year 2025 and $3.3 million in fiscal year 2024, indicating a trend of negative growth [76]. - Net sales decreased to $19.5 million in fiscal 2024 and $19.2 million in fiscal 2025, primarily due to a decline in total orders across both direct-to-consumer and wholesale divisions [79]. - The company may need to write down the value of expired inventory, negatively impacting its financial position and operational outcomes [95]. - Future impairments of intangible or fixed assets could harm the Company's financial results if fair value falls below book value [102]. Operational Challenges - The company is facing significant inflationary pressures and competitive challenges, which have negatively impacted revenue growth and marketing effectiveness [79]. - The company is experiencing increased costs and availability issues for raw materials, labor, and transportation, which could harm gross margins and customer demand [89][90]. - The reliance on third-party manufacturers and suppliers poses risks, as disruptions could adversely impact production and sales [91]. - The company must comply with various hemp production laws, and any failures by suppliers could disrupt the supply chain and manufacturing processes [94]. - The company faces risks related to system interruptions and lack of redundancy, which could adversely affect net sales and operational efficiency [98]. Regulatory Environment - The regulatory environment for CBD products is uncertain, with potential changes in federal and state laws that could materially impact revenues [104]. - The FTC has increased scrutiny on advertising claims related to CBD products, with potential penalties for unsupported health claims [111]. - The Company must secure and maintain specific regulatory approvals, and failure to do so could delay operations and negatively impact financial condition [106]. - The evolving legal landscape for cannabinoids presents compliance risks that could disrupt operations and affect market introduction [112]. Strategic Initiatives - The company plans to invest in research and development, sales and marketing, and international expansion, but may face challenges if sales do not increase sufficiently to cover operating expenses [80]. - The company aims to expand its brand awareness and product innovation to capture a larger share of the CBD market [84]. - The company recognizes the need for cost-effective customer acquisition strategies, as increasing marketing costs may hinder growth if new customers are not attracted efficiently [85]. Brand and Reputation - The company is focused on maintaining its brand reputation, as negative publicity could significantly impact sales and operational results [81][82]. - The company has experienced past security incidents that compromised customer information, which could affect its reputation and operations [97]. Stockholder and Equity Issues - The company received notifications from NYSE American on June 5, 2024, and December 31, 2024, indicating non-compliance with continued listing standards, specifically regarding stockholders' equity requirements [115]. - Section 1003(a)(i) requires stockholders' equity of $2.0 million or more if the company has reported losses in two of the last three fiscal years, while Section 1003(a)(ii) requires $4.0 million for losses in three of the last four fiscal years [116]. - The conversion of Series A Preferred Stock on May 6, 2025, eliminated $6.7 million of accrued dividends and brought the company into compliance with NYSE American's continued listing standards [116]. - The company maintained compliance with increased stockholders' equity requirements of a minimum of $6.0 million for two fiscal quarters despite ongoing annual losses [116]. - The Series B Convertible Preferred Stock ranks senior to common stock and other liabilities, affecting asset distribution in bankruptcy or liquidation scenarios [118]. - Change of Control rights associated with Series B Convertible Preferred Stock may deter potential acquisition proposals, impacting shareholder value [119]. - Holders of Series B Convertible Preferred Stock have a liquidation preference of $1.00 per share, reducing the amount available to common shareholders in liquidation events [120].

Core Viewpoint - cbdMD, Inc. has entered into securities purchase agreements with institutional investors, issuing 1,000,000 shares of Series C Convertible Preferred Stock for gross proceeds of $2.25 million, aimed at supporting working capital and strategic initiatives [1][2]. Financial Details - The net proceeds from the issuance are approximately $2.1 million, which will be used for general corporate purposes and ongoing strategic initiatives [1]. - The Series C shares carry a 10% annual dividend and can be converted into common stock at an initial price of $2.25 per share, with anti-dilution protections [1]. Company Overview - cbdMD, Inc. is a leading wellness company that offers a range of U.S.-produced, hemp-derived cannabinoid products, including CBD, CBG, and CBN [4]. - The company emphasizes quality, innovation, and transparency, distributing products online and through retail partners across the United States [4].

At 6:55 a.m. ET on Friday, premarket trading is seeing notable activity in several stocks, with early price movements signaling potential opportunities before the opening bell.For active traders, premarket trading offers a head start in spotting potential breakouts, reversals, or sharp price swings. These early moves often indicate where momentum may carry into the regular session, making premarket analysis a key part of the trading day.In the Green - Premarket GainersThe following stocks are trading highe ...