As filed with the Securities and Exchange Commission on February 19, 2026 Registration No. 333-292869 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 ...

Financial Data and Key Metrics Changes - For the first quarter of fiscal 2026, net sales totaled $5 million, a 12% sequential increase from the fourth quarter of fiscal 2025, but a slight decrease from $5.1 million in the prior year period [12] - Gross margin was 60%, down from 66% in the prior year, primarily due to increased warehouse expenses and a shift in revenue mix towards wholesale [12] - Loss from operations was approximately $286,000, compared to a loss of $86,000 in the prior year period [12] - Net loss attributable to common shareholders was approximately $325,000, or $0.04 per share, significantly improved from a net loss of approximately $1 million, or $1.73 per share in the prior year quarter [13] - Adjusted non-GAAP EBITDA loss for the quarter totaled just $36,000, with cash used in operating activities around $812,000 [13][14] Business Line Data and Key Metrics Changes - Direct-to-consumer sales represented approximately 72% of total revenue, while wholesale business accounted for 28% of revenue, showing a year-over-year growth of 17% [5] - The wholesale growth reflects improved execution in the core cbdMD brand and progress with the beverage brand, Oasis [5] Market Data and Key Metrics Changes - The regulatory environment remains challenging, impacting both categories during the quarter due to packaging and compliance-related confusion among customers [5][10] - Recent bipartisan efforts to revisit restrictive hemp legislation, such as the Hemp Act introduced in January, are seen as positive for the industry [10] Company Strategy and Development Direction - The company is focused on reducing fixed costs, simplifying operations, and strengthening the balance sheet for durable, regulated growth [5] - The acquisition of Bluebird Botanicals is strategically important, adding incremental revenue and a loyal customer base, while also enhancing regulatory and scientific positions [7][8] - The company aims to maintain separate brand identities for Bluebird and cbdMD to leverage different customer bases [22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the underlying trends in the business, noting three consecutive quarters of sequential revenue growth [4] - The company believes it has a meaningful long-term runway supported by a strong cash position relative to its current EBITDA profile [15] - Management is focused on integrating Bluebird, unlocking synergies, and maintaining cost discipline while navigating the regulatory landscape [15] Other Important Information - The company completed approximately $2.25 million in Series C Preferred financing, strengthening liquidity and working capital [9] - As of December 31, 2025, cash and cash equivalents increased to approximately $3.4 million, with working capital at $5.4 million [9] Q&A Session Summary Question: Insights on the integration of Bluebird Botanicals - Management indicated that they have brought over several team members from Bluebird and see opportunities for growth by leveraging their expertise and improving marketing activities [19] Question: Plans for integrating e-commerce capabilities - Management plans to maintain Bluebird as a separate brand due to the different customer base, allowing for continued growth [22] Question: Contribution of the Oasis line of seltzers to sales - Management noted that while Oasis is starting to contribute, it remains small relative to the overall size of the core cbdMD brand, with expectations for improvement throughout the year [24]

Financial Data and Key Metrics Changes - For the first quarter of fiscal 2026, net sales totaled $5 million, a 12% sequential increase from the fourth quarter of fiscal 2025, but a slight decrease from $5.1 million in the prior year period [12] - Gross margin decreased to 60% from 66% in the prior year, primarily due to increased warehouse expenses and a shift in revenue mix towards wholesale [12] - Net loss attributable to common shareholders improved to approximately $325,000, or $0.04 per share, compared to a net loss of approximately $1 million, or $1.73 per share in the prior year quarter [13] Business Line Data and Key Metrics Changes - Direct-to-consumer sales represented approximately 72% of total revenue, while wholesale business accounted for 28% of revenue, showing a year-over-year growth of 17% [5] - The wholesale growth reflects improved execution in the core cbdMD brand and ongoing progress with the beverage brand, Oasis [5] Market Data and Key Metrics Changes - The company reported three consecutive quarters of sequential revenue growth, indicating positive trends in the business despite a challenging regulatory environment [4] - December 2025 and January 2026 marked the highest monthly revenue levels since 2022, suggesting a recovery in core business performance [4] Company Strategy and Development Direction - The company is focused on reducing fixed costs, simplifying operations, and strengthening the balance sheet to position for regulated growth [5] - The acquisition of Bluebird Botanicals is seen as strategically important, adding incremental revenue and a loyal customer base, while also enhancing regulatory and scientific positioning [7][8] - The company aims to maintain separate brand identities for Bluebird and cbdMD to cater to different customer bases [22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term runway supported by a strong cash position and the incremental benefits from the Bluebird acquisition [15] - The regulatory environment remains uncertain, but recent bipartisan efforts to revisit restrictive hemp legislation are viewed positively [10] - The company is focused on generating positive EBITDA and managing cash carefully to support sustainable operating results [14] Other Important Information - The company completed approximately $2.25 million in Series C Preferred financing, strengthening liquidity and working capital [9] - As of December 31, 2025, cash and cash equivalents increased to approximately $3.4 million, reflecting improved liquidity [14] Q&A Session Summary Question: Insights on the integration of Bluebird Botanicals - Management indicated that they have brought over some team members from Bluebird and see opportunities for growth by leveraging their expertise and improving marketing activities [19] Question: Plans for integrating e-commerce capabilities - The company intends to maintain Bluebird as a separate brand due to differences in customer bases, allowing for continued growth [22] Question: Contribution of the Oasis line of seltzers to sales - While Oasis is starting to contribute, it remains small relative to the overall size of the core cbdMD brand, with expectations for improvement throughout the year [24]

Financial Data and Key Metrics Changes - For the first quarter of fiscal 2026, the company reported net sales of $5 million, a 12% sequential increase from the fourth quarter of fiscal 2025, but a slight decrease from $5.1 million in the prior year period [4][11] - Gross margin for the quarter was 60%, down from 66% in the prior year, primarily due to increased warehouse expenses and a shift in revenue mix towards wholesale [11] - The loss from operations was approximately $286,000, compared to a loss of $86,000 in the prior year period [11] - Net loss attributable to common shareholders was approximately $325,000, or $0.04 per share, significantly improved from a net loss of approximately $1 million, or $1.73 per share in the prior year quarter [12] Business Line Data and Key Metrics Changes - Direct-to-consumer sales represented approximately 72% of total revenue, while wholesale business accounted for 28%, showing a year-over-year growth of 17% [5] - The wholesale growth reflects improved execution in the core cbdMD brand and progress with the beverage brand, Oasis [5] Market Data and Key Metrics Changes - The company experienced three consecutive quarters of sequential revenue growth, indicating positive trends in the core business [4] - December 2025 and January 2026 marked the highest monthly revenue levels since 2022, suggesting a recovery in market performance [4] Company Strategy and Development Direction - The company is focused on reducing fixed costs, simplifying operations, and strengthening the balance sheet to position for regulated growth [5] - The acquisition of Bluebird Botanicals is seen as strategically important, adding incremental revenue and a loyal customer base, while also enhancing regulatory and scientific positioning [6][7] - The company plans to maintain separate brand identities for Bluebird and cbdMD, while exploring opportunities for growth through integration [19][21] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing challenges in the regulatory environment but expressed optimism about recent bipartisan efforts to revisit restrictive hemp legislation [9] - The company believes it has a strong long-term runway supported by a solid cash position and is focused on driving sequential revenue improvement and successfully integrating Bluebird [15] Other Important Information - The company completed approximately $2.25 million in Series C Preferred financing, enhancing liquidity and working capital [8] - As of December 31, 2025, cash and cash equivalents increased to approximately $3.4 million, reflecting improved liquidity [13] Q&A Session Summary Question: Insights on the integration of Bluebird Botanicals - Management indicated that they have brought over some team members from Bluebird and see opportunities for growth by leveraging their customer base and improving marketing activities [19] Question: Plans for integrating e-commerce capabilities - The company intends to maintain Bluebird as a separate brand due to differences in customer bases, allowing for continued growth [21] Question: Contribution of the Oasis line of seltzers to sales - While the Oasis line is starting to contribute, it remains small relative to the overall size of the core cbdMD brand, with expectations for improvement throughout the year [24]

Core Insights - cbdMD, Inc. reported its financial results for the first quarter of the fiscal year ending December 31, 2025, highlighting its position as a leading CBD company in the United States [1] Financial Performance - The company operates several prominent brands, including cbdMD, Bluebird Botanicals, Paw CBD, and its THC beverage brand Oasis [1] - The financial results indicate a strong performance in the CBD market, reflecting the company's growth and market recognition [1]

Financial Performance - Total net sales for the three months ended December 31, 2025, were $5.02 million, a decrease of 1.9% from $5.11 million in the same period of 2024[129]. - Gross profit as a percentage of net sales decreased to 59.8% in Q1 2026 from 66.5% in Q1 2025, reflecting a decline of 6.7%[129]. - Operating loss from operations was $286,288 for the three months ended December 31, 2025, compared to a loss of $86,272 in the prior year, indicating an increase in loss of $200,016[129]. - Net loss attributable to common shareholders was $324,602 for Q1 2026, a significant improvement from a loss of $985,406 in Q1 2025, representing a reduction of $660,804[129]. - Adjusted EBITDA for the three months ended December 31, 2025, was $(35,914), a significant decrease from $214,817 in the same period of 2024[150]. Sales Channels - E-commerce sales accounted for 71.8% of total net sales in Q1 2026, down from 77.3% in Q1 2025, while wholesale sales increased to 28.2% from 22.7%[130]. Expenses and Cash Flow - Operating expenses decreased by approximately $0.2 million or 5.7% to $3.29 million in Q1 2026 compared to $3.49 million in Q1 2025[134]. - The company aims to use operating cash flows to fund day-to-day operations and is focused on improving profitability and strengthening its balance sheet[144]. Funding and Capital Structure - The company raised additional cash through Series C Preferred Stock and structured an equity line of credit (ELOC) to strengthen its balance sheet[125]. - On September 29, 2025, the company issued 1,700,000 shares of Series B Convertible Preferred Stock for gross proceeds of $1.7 million, with a conversion price of $1.00 per share[139]. - On December 18, 2025, the company issued 1,000,000 shares of Series C Convertible Preferred Stock for gross proceeds of $2.25 million, with an initial conversion price of $2.25 per share, adjusted to $1.13 per share upon registration[141]. - The Series B and Series C Preferred Stocks rank pari passu with each other and are senior to all other shares of the company's capital stock[143]. Compliance and Regulatory Matters - The company received notifications from the NYSE American regarding non-compliance with continued listing standards, but subsequently resolved deficiencies and maintained compliance for two fiscal quarters[138]. - The company is actively monitoring legislative changes that could impact its business, particularly the THC content limitations set to take effect in November 2026[124]. Strategic Initiatives - The company anticipates that the acquisition of Bluebird Botanicals will contribute over $0.5 million in revenue per quarter once fully integrated[131]. - The company continues to pursue international expansion and has gained market share in Central and South America through sanitary registration approvals[128]. Financial Position - As of December 31, 2025, the company had cash and cash equivalents of approximately $3.4 million and working capital of $5.4 million, with an accumulated deficit of approximately $179.8 million[135]. - The company's ability to continue as a going concern is dependent on improving profitability and cash flow, raising additional funds, and addressing substantial doubt regarding its financial viability[137]. - The company has no commitments for material capital expenditures and no undisclosed off-balance sheet arrangements[136][155].

Core Viewpoint - cbdMD, Inc. will host a conference call on February 17, 2026, to discuss its financial results for the first quarter ending December 31, 2025, and business progress [1]. Company Overview - cbdMD, Inc. is a leading and highly trusted CBD company, recognized for its comprehensive line of U.S. produced THC-free CBD products and Farm Act compliant Delta 9 products [1]. - The company offers a range of brands, including Paw CBD for pet products, ATRx for functional mushroom products, and Herbal Oasis, a THC-infused social seltzer [1]. - Herbal Oasis is designed to provide a fast-acting, functional beverage that promotes clarity, balance, and joy, featuring an alcohol-free formula and wellness-forward ingredients [1]. Conference Call Details - The conference call is scheduled for February 17, 2026, at 4:20 p.m. Eastern Time, with a dial-in number for USA/Canada participants being 888-880-3330 [1]. - A webcast replay of the conference call will be available until February 17, 2027 [1].

Core Insights - cbdMD, Inc. is expanding its Herbal Oasis THC-infused social seltzer distribution through a partnership with Morales Beverage Group, targeting Louisiana to enhance its market presence in the Gulf South region [1][2][3] Company Overview - cbdMD, Inc. is a recognized leader in the cannabidiol (CBD) market, offering a wide range of THC-free CBD products and compliant Delta-9 products, along with its Herbal Oasis brand [7] Product Details - Herbal Oasis features a proprietary formulation that combines hemp-derived THC, CBD, and CBG with adaptogenic mushrooms, aiming to promote focus, calm, and social connection [5] - The product line includes flavors such as Lemon Lift, Berry Fusion, Tropical Twist, Mango Bliss, and Tropic Wave, providing a refreshing, alcohol-free social beverage option [5][6] Market Context - The THC beverage market is rapidly growing, with U.S. sales exceeding $1.6 billion in 2025 and projected to surpass $3.5 billion by 2030, contingent on regulatory changes [4]

Core Viewpoint - cbdMD, Inc. is launching a strategic initiative to enhance its regulatory science, safety, and intellectual property assets, aiming to create a comprehensive cannabinoid compliance platform aligned with federal healthcare evaluation frameworks [1][7]. Group 1: Acquisition and Integration - cbdMD acquired substantially all assets of Bluebird Botanicals, which is expected to contribute an estimated 10% to revenue growth and includes a self-affirmed GRAS determination for a full-spectrum hemp extract [3][4]. - The integration of Bluebird's scientific and regulatory assets with cbdMD's existing clinical and toxicology foundation aims to create one of the most comprehensive safety and regulatory dossiers for cannabinoid formulations [2][4]. Group 2: Regulatory Science Program - An integrated GRAS and regulatory science program is being launched to consolidate and modernize cbdMD's science portfolio, primarily executed through its internal scientific and regulatory organization [5]. - Key objectives of the program include preparing a new self-affirmed GRAS determination for cbdMD's broad-spectrum formulations and strengthening Bluebird's existing full-spectrum GRAS dossier [6]. Group 3: Strategic Vision - The CEO of cbdMD emphasized the importance of building a durable regulatory-grade foundation to engage effectively with regulators and healthcare stakeholders as federal regulations evolve [7].

As filed with the Securities and Exchange Commission on January 22, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 https://files.reportify.cc/media/production/YCBDb17d9984a353796dfdab814bdba02089.jpg cbdMD, Inc. (Exact Name of Registrant As Specified In Its Charter) | North Carolina | 2833 | 47-3414576 | | --- | --- | --- | | (State Or Other Jurisdiction Of Incorporation Or Organization) | (P ...