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 ...

cbdMD (NYSEAM:YCBD) Q1 2026 Earnings call February 17, 2026 04:20 PM ET Company ParticipantsBrad Whitford - Chief Accounting Officer, Treasurer, and SecretaryRonan Kennedy - CEO and CFOThomas McGovern - Equity Research AssociateOperatorGood afternoon. Welcome, ladies and gentlemen, to cbdMD, Inc.'s December 31st, 2025, First Fiscal Quarter of 2026 earnings call and update. This afternoon, the company issued a press release that provided an overview of its first quarter results, which followed the filing of ...

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]

cbdMD (NYSEAM:YCBD) Q1 2026 Earnings call February 17, 2026 04:20 PM ET Speaker1Good afternoon. Welcome, ladies and gentlemen, to cbdMD, Inc.'s December 31st, 2025, first fiscal quarter of 2026 earnings call and update. This afternoon, the company issued a press release that provided an overview of its first quarter results, which followed the filing of its quarterly report on, excuse me, on Form 10-Q. Today's conference call is being recorded and will be available online, along with our earnings press rele ...

CHARLOTTE, N.C., Feb. 17, 2026 /PRNewswire/ -- cbdMD, Inc. (NYSE American: YCBD), one of the nation's leading and most highly trusted and recognized CBD companies, and operator of the leading CBD brands cbdMD, Bluebird Botanicals, Paw CBD, along with its THC beverage brand Oasis today announced its financial results for the first quarter of fiscal year ended December 31, 2025. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _______________ 2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273 Address of Principal Executive Offices Zip Code Commission file ...

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 ...