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 ...

Core Viewpoint - Zhuozheng Medical is undergoing its third submission for listing on the Hong Kong Stock Exchange, showing steady revenue growth and a turnaround to profitability, raising questions about its potential for a successful IPO [1][8] Company Performance - Zhuozheng Medical has experienced a compound annual growth rate (CAGR) of 42.4% in revenue from 2022 to 2024, with a 13.2% revenue increase in the first eight months of 2025 [1] - The company's gross margin improved from 9.3% to 24%, and net profit turned positive in 2024, with a 59.6% increase in net profit in the first eight months of 2025, leading to a net profit margin of 12% [1][5] - The company operates 19 medical service institutions in China, including 17 clinics and 2 hospitals, and has expanded to Singapore and Malaysia [2] Revenue Sources - The primary revenue source is from clinics, contributing 84.6% of total revenue, while hospital revenue has increased to 15.4% [2] - The company offers a range of medical services, with pediatric, dental, ophthalmology, dermatology, ENT, and surgery services accounting for over 80% of total revenue [2][4] Financial Health - As of September 2025, the company has cash and cash equivalents of only 88 million yuan, with total current assets of 147 million yuan, indicating limited cash flow [1] - The company has 2.326 billion yuan in convertible preferred stock liabilities, leading to a net liability gap of 2.082 billion yuan, which may necessitate equity conversion upon listing [1][5] Market Position - Zhuozheng Medical ranks third in total revenue among private high-end comprehensive medical service providers in China and first in terms of city coverage [1][6] - The company is strategically focused on first-tier cities, with significant revenue contributions from Shenzhen, Beijing, Guangzhou, Chengdu, and Wuhan, accounting for 76.7% of total revenue in the first eight months of 2025 [7] Industry Outlook - The private high-end comprehensive medical service sector in China is projected to grow at a CAGR of 22.8%, reaching 48.5 billion yuan in total revenue by 2024 and 96.5 billion yuan by 2029 [6] - The industry remains fragmented, with Zhuozheng Medical positioned to benefit from ongoing growth trends [6][7]