cbdMD(YCBD) - 2024 Q1 - Quarterly Report

Part I ITEM 1. Condensed Consolidated Financial Statements Presents cbdMD, Inc.'s unaudited condensed consolidated financial statements for Q1 2024 and 2023, including balance sheets, statements of operations, comprehensive loss, cash flows, shareholders' equity, and detailed notes Condensed Consolidated Balance Sheets Total assets decreased, liabilities increased, and shareholders' equity significantly declined from September 30 to December 31, 2023 Condensed Consolidated Balance Sheet Highlights | Metric | December 31, 2023 | September 30, 2023 | Change | | :----------------------------- | :------------------ | :------------------- | :------------------- | | Total Assets | $15,095,168 | $16,195,283 | -$1,100,115 | | Total Liabilities | $8,058,425 | $7,163,999 | +$894,426 | | Total Shareholders' Equity | $7,036,743 | $9,031,284 | -$1,994,541 | | Cash and Cash Equivalents | $1,504,844 | $1,797,860 | -$293,016 | | Current Liabilities | $5,971,764 | $4,670,341 | +$1,301,423 | Condensed Consolidated Statements of Operations Net loss significantly improved in Q1 2024 due to stable gross profit and reduced operating expenses, despite an 11.7% decrease in net sales Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :------------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Net Sales | $5,375,405 | $6,085,218 | -$709,813 (11.7% decrease) | | Gross Profit | $3,557,498 | $3,567,766 | -$10,268 (0.3% decrease) | | Operating Expenses | $4,623,333 | $7,613,947 | -$2,990,614 (39.3% decrease) | | Net Loss | $(996,501) | $(3,956,062) | +$2,959,561 (74.8% improvement) | | Net Loss per share (Basic and Diluted) | $(0.67) | $(3.70) | +$3.03 (Improvement) | Condensed Consolidated Statements of Comprehensive Loss Comprehensive loss attributable to common shareholders significantly improved by 60% to $(1.99 million) in Q1 2024, driven by reduced net loss Condensed Consolidated Statements of Comprehensive Loss Highlights | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :------------------------------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Comprehensive Loss attributable to cbdMD, Inc. common shareholders | $(1,997,002) | $(4,956,564) | +$2,959,562 (60% improvement) | Condensed Consolidated Statement of Cash Flows Cash used in operating activities decreased substantially from $2.06 million in Q1 2023 to $0.11 million in Q1 2024, reflecting improved operational efficiency Condensed Consolidated Statement of Cash Flows Highlights | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Cash used by operating activities | $(105,880) | $(2,064,357) | +$1,958,477 (Significant reduction in cash burn) | | Net increase (decrease) in cash | $(293,016) | $(3,367,570) | +$3,074,554 (Reduced cash outflow) | | Cash and cash equivalents, end of period | $1,504,844 | $3,352,664 | -$1,847,820 | Condensed Consolidated Statements of Shareholders' Equity Total shareholders' equity decreased from $9.03 million to $7.04 million QoQ, primarily due to net loss and accrued preferred dividends Condensed Consolidated Statements of Shareholders' Equity Highlights | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :-------------------------------- | :------------------ | :------------------- | :------------------- | | Total cbdMD, Inc. shareholders' equity | $7,036,743 | $9,031,284 | -$1,994,541 | | Accumulated Deficit | $(176,360,774) | $(174,363,772) | $(1,997,002) | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section provides detailed information on the company's organization, significant accounting policies, liquidity, and various financial statement line items NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the company's business, key accounting policies, and highlights significant going concern risk due to continued losses and liquidity concerns - cbdMD, Inc. operates nationally recognized CBD brands (cbdMD, Paw CBD, cbdMD Botanicals) from US-grown non-GMO hemp, complying with the 2018 Farm Bill[37] - The company effected a one-for-forty-five reverse stock split on April 12, 2023, effective April 24, 2023[15][76] - The company's working capital may not be sufficient for the next twelve months, raising substantial doubt about its ability to continue as a going concern[77][78] NOTE 2 – MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES The company's investment in Steady State, LLC was impaired by $700,000 as of September 30, 2023, and it previously sold its interest in Adara Sponsor, LLC for $1 million - The company's $1.4 million equity investment in Steady State, LLC was impaired by $700,000 as of September 30, 2023, and is classified as Level 3 for fair value measurement[83] - The company sold its entire ownership interest in Adara Sponsor, LLC for $1,000,000 (original purchase price) effective February 10, 2023[82] NOTE 3 - INVENTORY Inventory decreased from $4.24 million to $3.74 million QoQ, primarily due to reduced finished goods, with an increased inventory reserve Inventory Breakdown | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :---------------- | :------------------ | :------------------- | :------------------- | | Total Inventory | $3,742,645 | $4,235,647 | -$493,002 (11.6% decrease) | | Finished Goods | $2,384,087 | $2,782,680 | -$398,593 (14.3% decrease) | | Inventory Reserve | $(187,701) | $(126,742) | -$60,959 (Increase in reserve) | NOTE 4 – PROPERTY AND EQUIPMENT Net property and equipment increased from $716,579 to $790,349 QoQ, with Q1 2024 depreciation expense at $110,864 Property and Equipment, Net | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :------------------------ | :------------------ | :------------------- | :------------------- | | Property and equipment, net | $790,349 | $716,579 | +$73,770 (10.3% increase) | Depreciation Expense | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | | :------------------ | :-------------------------- | :-------------------------- | | Depreciation expense | $110,864 | $100,112 | NOTE 5 – INTANGIBLE ASSETS Total intangible assets decreased from $3.22 million to $3.05 million QoQ due to amortization, following significant impairment charges in fiscal 2023 Total Intangible Assets | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :------------------ | :------------------ | :------------------- | :------------------- | | Total Intangible Assets | $3,046,248 | $3,219,090 | -$172,842 (5.4% decrease) | Amortization Expense | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | | Amortization expense (definite lived intangible assets) | $172,842 | $277,354 | - The company recorded significant impairment charges in fiscal 2023 due to changes in amortization periods for trademarks and a decline in market capitalization[53][88] NOTE 6 – CONTINGENT CONSIDERATION Contingent liability for earnout shares decreased to $20,611 at December 31, 2023, with final shares issued in January 2024, concluding the obligation Contingent Liability Value | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :-------------------- | :------------------ | :------------------- | :------------------- | | Contingent Liability | $20,611 | $90,363 | -$69,752 | - The final 19,818 Earnout Shares were issued on January 11, 2024, concluding the earnout obligation from the Cure Based Development merger[92] - A contractual obligation to issue up to 556 options and 556 RSUs to an employee was valued at $0 as of September 30, 2023, based on the present revenue run rate[93] NOTE 7 – RELATED PARTY TRANSACTIONS No related party transactions were reported for the period - No related party transactions were reported[94] NOTE 8 – SHAREHOLDERS' EQUITY The company has 5 million shares of 8.0% Series A Cumulative Convertible Preferred Stock outstanding, with $1 million in preferred dividends accrued for Q1 2024 - 5,000,000 shares of 8.0% Series A Cumulative Convertible Preferred Stock were issued and outstanding at December 31, 2023[95] Preferred Dividends | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | | :------------------------------------ | :-------------------------- | :-------------------------- | | Preferred dividends declared and accrued | $1,000,501 | $1,000,502 | Common Stock Outstanding | Metric | December 31, 2023 | September 30, 2023 | | :---------------------- | :------------------ | :------------------- | | Common stock outstanding | 2,961,056 shares | 2,960,573 shares | - Keystone Capital Partners, LLC committed to purchase up to 281,934 shares of common stock, with 180,955 shares purchased as of the filing date[97] NOTE 9 – STOCK BASED COMPENSATION As of December 31, 2023, approximately $6,086 of unrecognized compensation cost for non-vested stock options remained, vesting over 1.9 years, with no Q1 2024 activity - As of December 31, 2023, total unrecognized compensation cost related to non-vested stock options was approximately $6,086, vesting over an estimated 1.9 years[113] - No stock option or restricted stock transactions occurred in the three months ended December 31, 2023[102][114] NOTE 10 - WARRANTS The company had 50,309 warrants outstanding at December 31, 2023, with a weighted average exercise price of $37.75 and 3.82 years remaining term, with no Q1 2024 transactions Warrants Outstanding | Metric | December 31, 2023 | | :-------------------------- | :------------------ | | Warrants Outstanding | 50,309 | | Weighted average exercise price | $37.75 | | Weighted average remaining contractual term | 3.82 years | - No warrant transactions occurred in the three months ended December 31, 2023[106] NOTE 11 – COMMITMENTS AND CONTINGENCIES A one-time non-cash expense of approximately $885,000 was recorded in November 2022 due to stock compensation from a terminated contractual obligation - A one-time non-cash expense of approximately $885,000 was recorded in November 2022 due to outstanding un-expensed stock compensation from a terminated contractual obligation with a professional athlete[119] NOTE 12 – NOTE PAYABLE A $35,660 equipment loan from January 2020 was fully paid off by December 31, 2023 - A $35,660 equipment loan from January 2020 was fully paid off by December 31, 2023[120] NOTE 13 – LEASES Operating lease costs for Q1 2024 were $332,124, with a weighted average remaining lease term of 2.77 years for leases expiring between 2024 and 2026 Operating Lease Costs | Metric | 3 Months Ended Dec 31, 2023 | | :------------------------ | :-------------------------- | | Total Operating Lease Costs | $332,124 | - As of December 31, 2023, operating leases had a weighted average remaining lease term of 2.77 years and a weighted average discount rate of 4.66%[125] Future Minimum Aggregate Lease Payments | Year Ended September 30, | Future Minimum Aggregate Lease Payments | | :----------------------- | :-------------------------------------- | | 2024 | $1,068,284 | | 2025 | $1,159,949 | | 2026 | $1,092,297 | | Thereafter | $280,565 | | Total future lease payments | $3,601,095 | NOTE 14 – LOSS PER SHARE Basic and diluted loss per share improved to $(0.67) for Q1 2024 from $(3.70) in the prior year, with potential dilutive shares excluded as anti-dilutive Loss Per Share | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | | Basic and diluted earnings per share | $(0.67) | $(3.70) | - 93,113 potential shares underlying options, unvested RSUs, and warrants, as well as 185,223 convertible preferred shares, were excluded from diluted loss per share calculation due to their anti-dilutive effect[126] NOTE 15 – INCOME TAXES A full valuation allowance results in zero net deferred tax assets, and an IRC Section 382 ownership change limits NOL carryover utilization - A full valuation allowance is maintained against net deferred tax assets, resulting in a net deferred tax asset of zero at December 31, 2023, due to insufficient positive evidence for realization[129] - An ownership change under Internal Revenue Code (IRC) Section 382 has occurred, limiting the utilization of the company's federal and state NOL carryovers[127] NOTE 16 – SUBSEQUENT EVENTS Subsequent to the period, the company issued 64,218 common shares to Keystone for $50,000 and secured $1.25 million in gross proceeds from convertible promissory notes - On January 11, 2024, 64,218 shares of common stock were issued to Keystone for an aggregate purchase price of $50,000 ($0.7786 per share)[130][178] - Effective February 1, 2024, the company secured $1,250,000 gross proceeds from five institutional investors by issuing 8% Senior Secured Original Issue 20% Discount Convertible Promissory Notes, with an aggregate principal amount of $1,541,666[131] - The Notes bear 8% interest, mature on July 30, 2025, and are convertible into common stock at an initial price of $0.684 per share, subject to adjustments and a $0.30 floor price[132] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and operational results for Q1 2024, covering business overview, recent developments, growth strategies, financial performance, liquidity, and accounting policies Our Company cbdMD, Inc. leads in hemp-derived CBD products under brands like cbdMD and Paw CBD, focusing on quality and efficacy, distributed through e-commerce and retail channels - cbdMD, Inc. owns and operates nationally recognized CBD brands (cbdMD, Paw CBD, hempMD) producing broad and full spectrum CBD products from US-grown non-GMO hemp[142] - Product lines include cbdMD (tinctures, gummies, topicals, capsules, drink mixes, sleep/focus/calming aids) and Paw CBD (veterinarian-formulated products for pets)[143][144] - Products are distributed through e-commerce websites, third-party e-commerce sites, select distributors, marketing partners, and brick-and-mortar retailers[146] Recent Developments Management focuses on profitability through product optimization, cost reduction, and marketing, with initiatives including website re-platforming, capital structure simplification, and new product launches like hempMD and ATRx - Management is focused on optimizing the product portfolio, right-sizing the cost structure, and investing in marketing to improve profitability[147] - The company re-platformed its website in Q3 fiscal 2023, launching a site refresh in November 2023, which has led to a strong increase in subscribers[148] - New product lines, hempMD and ATRx functional mushrooms, were launched in October and December 2023, respectively, and cbdMD products expanded into Sprouts Supermarkets[151][152][154] Growth Strategies Growth strategies include continuous product innovation, expanding revenue channels into traditional retail and international markets, cultivating additional brands, and evaluating accretive acquisitions - Product innovation focuses on superior functional products with greater efficacy and absorption, including the launch of a CBG tincture (Nov 2023) and a nootropic mushroom line under the ATRx brand (Q1 fiscal 2024)[155] - Revenue channel expansion includes pursuing traditional retail accounts (e.g., Sprouts) and international markets (products available in 31 countries, UK e-commerce via Amazon, Central America sanitary registration approvals)[155] - The company continues to cultivate additional brands, launching hempMD as a separate brand and the ATRx nootropic mushroom line in December 2023[155] Results of Operations Net sales decreased by 12% YoY, but gross profit percentage improved to 66.2% due to reduced cost of sales, and operating expenses decreased by 39.3%, significantly improving operating loss Results of Operations Summary | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Total Net Sales | $5,375,405 | $6,085,218 | -$709,813 (12% decrease) | | Gross Profit as a percentage of net sales | 66.2% | 58.6% | +7.6% (Improvement) | | Operating Loss from operations | $(1,065,835) | $(4,046,181) | +$2,980,346 (Significant improvement) | Net Sales Total net sales decreased by $0.7 million (12%) YoY, primarily due to reduced e-commerce sales ($0.5 million) and wholesale sales ($0.2 million) Net Sales by Channel | Sales Channel | 3 Months Ended Dec 31, 2023 | % of Total | 3 Months Ended Dec 31, 2022 | % of Total | Change (YoY) | | :-------------- | :-------------------------- | :--------- | :-------------------------- | :--------- | :--------------------------- | | E-commerce sales | $4,424,006 | 82.3% | $4,906,205 | 80.6% | -$482,199 | | Wholesale sales | $951,399 | 17.7% | $1,179,013 | 19.4% | -$227,614 | | Total Net Sales | $5,375,405 | 100.0% | $6,085,218 | 100.0% | -$709,813 (12% decrease) | Cost of Sales Cost of sales as a percentage of net sales decreased to 33.8% from 41.4% YoY, driven by reduced overhead allocation and lower freight costs Cost of Sales Percentage | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Cost of sales as a percentage of net sales | 33.8% | 41.4% | -7.6% (Improvement) | - The decrease in cost of sales percentage is primarily attributable to decreased overhead allocation ($80,000) from headcount reductions and decreased freight charges ($230,000) due to a new cost-effective provider[160] Operating Expenses Overall operating expenses decreased by $3.0 million (39.3%) YoY, mainly due to reductions in staff, advertising, and a prior-year non-cash stock compensation expense Operating Expenses Breakdown | Expense Category | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :---------------------------------------------------------------- | :-------------------------- | :-------------------------- | :--------------------------- | | Staff related expense | $1,386,866 | $2,331,030 | -$944,164 | | Advertising/marketing/social media/events/tradeshows/sponsorships/affiliate commissions | $1,392,996 | $1,926,118 | -$533,122 | | Non-cash stock compensation related to terminated contractual obligation | $- | $884,892 | -$884,892 | | Intangibles Amortization | $172,842 | $277,354 | -$104,512 | | Totals | $4,623,334 | $7,613,947 | -$2,990,613 (39.3% decrease) | Corporate Overhead and Allocation of Management Fees to Our Segments Corporate operating expenses decreased by $90,088 (12.4%) YoY, driven by reduced headcount and non-cash stock compensation, partially offset by increased professional services Corporate Overhead Expenses | Expense Category | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :------------------------ | :-------------------------- | :-------------------------- | :--------------------------- | | Staff related expense | $102,608 | $152,526 | -$49,918 | | Non-cash stock compensation | $16,542 | $137,144 | -$120,602 | | Accounting/Legal expense | $217,007 | $197,863 | +$19,144 | | Professional outside services | $118,211 | $58,942 | +$59,269 | | Totals | $636,561 | $726,649 | -$90,088 (12.4% decrease) | Therapeutics Overhead Therapeutics operating expenses decreased by $70,158 YoY, primarily due to the completion of clinical studies, with R&D and regulatory expenses at zero for Q1 2024 Therapeutics Operating Expenses | Expense Category | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :---------------- | :-------------------------- | :-------------------------- | :--------------------------- | | R&D and Regulatory | $- | $75,213 | -$75,213 | | Totals | $92,253 | $162,411 | -$70,158 | - The decline in Therapeutics operating expenses is primarily driven by the finishing of clinical studies[168] Other Income and Other Non-Operating Expenses This section covers non-operating income and expenses, with the material component being the decrease in contingent liability - This section details income and expenses associated with non-operating items[170] Decrease in Contingent Liability Contingent liability decreased by $69,752 to $20,611 at December 31, 2023, with the earn-out provision finalized by share issuance in January 2024 Contingent Liability Value | Metric | December 31, 2023 | September 30, 2023 | Change (QoQ) | | :-------------------- | :------------------ | :------------------- | :------------------- | | Contingent Liability | $20,611 | $90,363 | -$69,752 | - The fourth and final marking period for the earn-out provision ended, and the final issuance of shares occurred in January 2024[172] Liquidity and Capital Resources Cash and cash equivalents decreased to $1.5 million, working capital to $1.4 million, and current liabilities increased due to accrued preferred dividends, with $1.25 million secured from convertible notes Liquidity Position | Metric | December 31, 2023 | September 30, 2023 | | :------------------------ | :------------------ | :------------------- | | Cash and cash equivalents | $1.5 million | $1.8 million | | Working capital | $1.4 million | $3.4 million | - Current liabilities increased by 27.9% primarily due to dividends on preferred stock that have been accrued but not paid[173] - The company's working capital position may not be sufficient for the next twelve months, raising substantial doubt about its ability to continue as a going concern[175] - Subsequent to the period, the company secured $1.25 million in gross proceeds from 8% Senior Secured Original Issue 20% Discount Convertible Promissory Notes for working capital and general corporate purposes[177] Adjusted EBITDA Adjusted EBITDA, a non-GAAP measure, improved significantly to $(697,988) for Q1 2024 from $(2,646,678) in the prior year, reflecting reduced operating losses Adjusted EBITDA | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | Change (YoY) | | :------------------------ | :-------------------------- | :-------------------------- | :--------------------------- | | Non-GAAP Adjusted EBITDA | $(697,988) | $(2,646,678) | +$1,948,690 (Significant improvement) | - Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation and Amortization, excluding stock-based compensation, one-time inventory adjustments, impairment of goodwill/intangibles, severance accruals, non-cash trade credits, discretionary bonuses, and other one-time M&A/corporate expenses[180] Critical Accounting Policies Management refers to Note 1 of the financial statements and the 2022 10-K for detailed critical accounting policies, emphasizing judgments and estimates - The company refers to Note 1 of the consolidated financial statements and Part II, Item 7 of its 2022 10-K for critical accounting policies[185][186] Recent Accounting Pronouncements The company refers to Note 1 – Organization and Summary of Significant Accounting Policies for information on recent accounting pronouncements - Information on recent accounting pronouncements is provided in Note 1 – Organization and Summary of Significant Accounting Policies[187] Off Balance Sheet Arrangements The company reported no undisclosed off-balance sheet arrangements that are material to its financial condition or results of operations - As of the report date, the company has no undisclosed off-balance sheet arrangements that are material to investors[188] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable for cbdMD, Inc. as it is a smaller reporting company - This item is not applicable for a smaller reporting company[189] ITEM 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The company's disclosure controls and procedures were deemed effective by management as of the end of the period covered by this report[190] - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[191] Part II ITEM 1. Legal Proceedings No legal proceedings were reported for the period - No legal proceedings were reported[193] ITEM 1A. Risk Factors The company incorporates risk factors from its 2023 10-K and highlights potential immediate and substantial dilution to existing shareholders from various equity instruments - The company incorporates by reference the risk factors disclosed in Part I, Item 1A of its 2023 10-K[194] - Potential for immediate and substantial dilution to existing shareholders from the exercise of 93,222 shares underlying options/RSUs/warrants, 185,223 convertible preferred shares, and approximately 2,253,900 shares from convertible Notes (currently limited to 608,714 shares pending shareholder approval)[195] - Shareholder approval is being sought for an amendment to convert all Series A Preferred Stock on a 1 to 6 basis, which would result in the issuance of an additional 30,000,000 common shares[195] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities were reported during the period, other than those previously disclosed in SEC filings - No unregistered sales of equity securities occurred during the period covered by this report, except for those previously disclosed[196] ITEM 3. Defaults Upon Senior Securities No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported[197] ITEM 4. Mine Safety Disclosures This item is not applicable to the company's operations - This item is not applicable to the company's operations[198] ITEM 5. Other Information The Auditor Firm ID for the company's external auditors, Cherry Bekaert LLP, is 677 - The Auditor Firm ID for Cherry Bekaert LLP, the company's external auditors, is 677[199] ITEM 6. Exhibits This section lists the exhibits filed with the 10-Q report, including underwriting agreements, merger agreements, articles of incorporation, certifications, and Inline XBRL documents - The exhibits include underwriting agreements, merger agreements, articles of incorporation, certifications (Section 302 and 906), and Inline XBRL documents[200][201]