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]

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]

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 Viewpoint - cbdMD, Inc. (YCBD) is demonstrating steady growth and improving financial health through strategic initiatives and disciplined cost management [1][2][5] Financial Performance - YCBD reported revenue of approximately $4.72 million for the period, slightly above the estimated $4.70 million, indicating steady growth [2][5] - The company has significantly reduced its operating loss to $2.1 million, an improvement from the $3.3 million loss in fiscal 2024, attributed to disciplined cost management and investments in quality and science [2][5] Financial Position - YCBD has strengthened its financial position through a $2.25 million Series C Preferred Stock private placement, with approximately $2.1 million available for working capital and strategic initiatives after expenses [3] - The Series C shares offer a 10% annual dividend and conversion options, providing flexibility for investors [3] - The company maintains a low debt-to-equity ratio of 0.16, indicating modest debt levels, and a current ratio of 1.56, suggesting good liquidity to cover short-term liabilities [4]

Financial Data and Key Metrics Changes - For fiscal year 2025, the company reported total net sales of $19.1 million, a slight decrease from $19.5 million in the prior year [16][20] - The operating loss for fiscal 2025 was approximately $2.1 million, improved from a loss of $3.3 million in 2024 [6][23] - Adjusted non-GAAP EBITDA improved from a loss of $1.7 million in 2024 to a loss of $900,000 in 2025 [6][25] - Gross profit margin for the fourth quarter of fiscal 2025 was 59%, up from 54% in the prior year [21] Business Line Data and Key Metrics Changes - E-commerce direct-to-consumer sales for the fourth quarter of fiscal 2025 were $3.5 million, a 6% year-over-year decrease [16][17] - The wholesale business generated $1.2 million in net sales for the fourth quarter of fiscal 2025, a 25% increase compared to $900,000 in the same quarter of fiscal 2024 [19][20] - For fiscal year 2025, the wholesale business generated net sales of $4.5 million, up from $3.8 million in 2024 [20] Market Data and Key Metrics Changes - Distribution for the new beverage brand, Oasis, has expanded to nine states, with improving case sell-through and growing distributor engagement [7][8] - E-commerce represented 77% of total net sales for fiscal year 2025, down from 81% in the prior year [17] Company Strategy and Development Direction - The company is focused on scaling the Oasis brand responsibly while driving efficient, profitable direct-to-consumer growth [29] - The strategy includes preserving margins and capital discipline while evaluating strategic opportunities aligned with regulatory strength [29] - The company aims to capitalize on the evolving regulatory environment, particularly with the recent executive order from the White House [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's position in the evolving regulatory landscape, highlighting the potential for increased demand for CBD products [12][30] - The company believes that the heavy lifting of the turnaround is largely behind them, with fiscal 2026 focused on improving financial performance [30] - Management noted that the executive order could lead to significant demand for quality CBD products, particularly among Medicare consumers [46] Other Important Information - The company eliminated over $7 million in annual accrued preferred dividend obligations, significantly improving working capital [9][26] - The company has a strong liquidity position entering calendar 2026, with cash and cash equivalents of approximately $2.2 million [26][28] - The NYSE American confirmed that all prior compliance deficiencies had been resolved, reflecting progress in financial stability [11] Q&A Session Summary Question: What will be the key driver of growth in 2026? - Management believes there are growth opportunities in both the core cbdMD brand and the beverage side, with visibility on growth through November [35] Question: Can you explain the decline in direct-to-consumer business? - Management indicated that the decline is tied to organizational changes and is trending slightly up over prior year periods [36][37] Question: What is the timeline for Medicare coverage of CBD products? - Management mentioned that a pilot program is expected to start on April 1st, with potential for significant demand increase [39][40] Question: How will the executive order impact the business? - Management views the executive order as a potential game changer, with significant demand for CBD products expected in the coming years [45][46] Question: How are you prioritizing growth investments for fiscal 2026? - Management indicated that the next quarter will likely see more investment in the Oasis side, with ongoing evaluations based on regulatory developments [66]

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].

Core Viewpoint - cbdMD, Inc. has entered into securities purchase agreements with institutional investors, issuing 1,000,000 shares of Series C Convertible Preferred Stock for gross proceeds of $2.25 million, aimed at supporting working capital and strategic initiatives [1][2]. Financial Details - The net proceeds from the issuance are approximately $2.1 million, which will be used for general corporate purposes and ongoing strategic initiatives [1]. - The Series C shares carry a 10% annual dividend and can be converted into common stock at an initial price of $2.25 per share, with anti-dilution protections [1]. Company Overview - cbdMD, Inc. is a leading wellness company that offers a range of U.S.-produced, hemp-derived cannabinoid products, including CBD, CBG, and CBN [4]. - The company emphasizes quality, innovation, and transparency, distributing products online and through retail partners across the United States [4].

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 Points - cbdMD, Inc. has completed a Series B Preferred Private Placement, raising $1.7 million from institutional investors [1][2] - The company plans to use the net proceeds of $1.5 million for working capital and general corporate purposes [1][2] - The Series B Convertible Preferred Stock issued has a 10% annual dividend and is convertible into common stock at an initial price of $1.00 per share [2] Financial Position - The CEO stated that the company ended the fiscal year with over $2.2 million in cash, indicating a strengthened balance sheet [2] - The financing is aimed at bolstering shareholder equity and supporting ongoing initiatives for distribution expansion and profitability [2] Company Overview - cbdMD, Inc. is a wellness company offering a range of hemp-derived cannabinoid products, including CBD, CBG, and CBN [4] - The company emphasizes quality, innovation, and transparency, distributing products online and through retail partners across the U.S. [4]

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]