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].

As filed with the Securities and Exchange Commission on November 7, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 | | | Classification Code Number) | ...

Core Insights - cbdMD, Inc. has expanded the distribution of its Herbal Oasis THC-infused social seltzer throughout Florida through a partnership with Bevtalk Distribution, aiming to redefine social drinking experiences [1][3][4] Company Overview - cbdMD, Inc. is a leading and trusted brand in the cannabidiol (CBD) market, offering a wide range of domestically produced CBD products and Farm Bill-compliant Delta-9 offerings [1][10] - Herbal Oasis is a product line under cbdMD, focusing on premium hemp-derived THC seltzers designed to enhance social experiences with unique flavors [8][10] Market Dynamics - The THC beverage market is experiencing rapid growth, with U.S. THC beverage sales projected to reach approximately $1.1 billion in 2024 and expected to grow over 25% in 2025, potentially tripling by 2030 [5][6] - The partnership with Bevtalk Distribution is strategically aimed at capturing the increasing demand for alcohol alternatives and hemp-derived THC products in Florida [4][5] Product Details - Herbal Oasis seltzers feature a blend of hemp-derived THC, CBG, and adaptogenic mushrooms, available in flavors such as Lemon Lift, Berry Fusion, Tropical Twist, Mango Bliss, and the new Tropic Wave [6][8] - The product is positioned as a refreshing, modern alternative for consumers looking to unwind without alcohol [6][8] Distribution Strategy - Bevtalk Distribution will introduce Herbal Oasis to various retail channels across Florida, including convenience stores, independent retailers, and specialty beverage shops [4][7] - Initial shipments have begun, with products expected to be available in local convenience stores and independent shops throughout Florida by the end of 2025 [7]

Core Insights - cbdMD, Inc. has launched a new topical product called Inferno Freeze, which is designed for athletes and fitness enthusiasts seeking advanced recovery solutions [1][2] - The product features cutting-edge nano-technology and a full-spectrum formula, aiming to provide rapid relief and enhanced performance [2][6] Product Highlights - Inferno Freeze contains 3000mg of CBD, 500mg of CBDa, and 50mg of THC, designed for intense relief [6] - The formulation includes 4% menthol, 3% camphor, and 0.04% capsaicin for rapid cooling and soothing effects [6] - The product is marketed as a high-strength, full-spectrum topical that combines cannabinoids with both cooling and heating botanicals [2][6] Company Overview - cbdMD, Inc. is recognized as a leading and trusted brand in the CBD industry, offering a wide range of THC-free products and other wellness solutions [4] - The company operates multiple brands, including Paw CBD for pet products and ATRx for functional mushroom products, as well as Herbal Oasis, a THC-infused beverage [4]

Core Insights - Herbal Oasis has expanded its distribution into Tennessee through a partnership with Best Brands, Inc, a leading distributor in the state [1][2] - This marks another successful rollout for Oasis, following expansions in Alabama, Florida, Georgia, and North Carolina, enhancing its presence in the Southeast [2] - The THC beverage market is projected to grow significantly, with an estimated 50% increase in US sales in 2025, reaching over $571 million [3] Company Overview - Herbal Oasis is a THC-infused social seltzer that combines cannabinoids and nootropic mushrooms, offering a functional beverage aimed at enhancing social experiences [5] - The product is designed to be alcohol-free and wellness-oriented, appealing to consumers seeking alternatives that promote clarity and connection [4][5] - cbdMD, Inc. is the parent company of Herbal Oasis, recognized as a leading brand in the cannabidiol (CBD) market with a diverse range of products [6] Distribution Partnership - The collaboration with Best Brands is seen as a strategic move to strengthen Oasis's market position in Tennessee, a key growth area in the Southeast [2][3] - Best Brands, established in 1939, operates four warehouses across Tennessee and has a diverse portfolio that includes THC beverages [8]

Core Insights - cbdMD, Inc. reported continued revenue growth and a trend towards profitability in the second fiscal quarter of 2025, with a revenue increase to $4.8 million from $4.3 million year-over-year [2][3] - The company successfully completed a capital structure reset through the conversion of Series A Preferred Stock, adding nearly $7 million to its equity base and achieving compliance with NYSE American listing standards [3][4] Financial Performance - Revenue for the second quarter reached $4.8 million, reflecting an increase of 11.6% compared to the prior year [2] - Operating loss narrowed significantly from $1.5 million to $0.48 million, indicating improved expense management and early success from growth initiatives [2][4] - Gross margin improved from 59% to 62% year-over-year during the second quarter [8] - Net loss attributable to common shareholders decreased to approximately $1.48 million, or $1.90 per share, compared to a net loss of approximately $4.0 million, or $10.84 per share, in the prior year [8][18] Capital Structure and Compliance - The Series A Preferred conversion on May 7, 2025, eliminated $6.7 million in accrued dividend liability and added equivalent equity value, positioning the company with a clean balance sheet and zero debt [3][4] - The company executed an 8:1 reverse stock split, resulting in approximately 8.9 million common shares outstanding as of May 15, 2025 [8] Strategic Developments - The Herbal Oasis beverage brand expanded distribution into Alabama, Florida, and North Carolina, tapping into a rapidly growing wellness category [4] - All four flavors of Herbal Oasis received medals at the 2025 High Spirits Awards, enhancing the brand's reputation and consumer appeal [4] Shareholder Engagement - The company prioritized preparations for its annual shareholder meeting and secured approval for the Series A Preferred conversion, which was critical for compliance with NYSE American standards [3][4]

Company Overview - Herbal Oasis is a hemp-derived THC-infused social seltzer brand that aims to redefine social interactions and promote a healthier lifestyle [1][3] - The brand is a subsidiary of cbdMD, Inc., which is recognized as a leading cannabidiol (CBD) brand with a comprehensive line of THC-free products [5] Recent Developments - Herbal Oasis has entered into a distribution agreement with Carolina Premium Beverage, allowing its products to be available in Charlotte, North Carolina, and surrounding areas starting in May 2025 [1][2] - This marks the brand's expansion into its third state within two months, following successful launches in Alabama and Florida, indicating strong growth momentum in the Southeast [2] Product Offering - Oasis is designed for health-conscious consumers seeking alternatives to alcohol, combining hemp-derived THC, CBG, and functional mushrooms to create a unique beverage experience [3] - The product is marketed as an alcohol-free option that promotes clarity, balance, and social connection [4] Strategic Partnerships - The partnership with Carolina Premium Beverage is seen as a strategic move to enhance market reach and accelerate growth in the Southeast region [4][6] - Carolina Premium Beverage has a strong market presence, serving over 2,800 retailers and positioning itself among the top 1% of beer wholesalers in the nation [6][8]