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].

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. 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]