cbdMD, Inc.

APPENDIX A

SERIES A ARTICLES OF AMENDMENT

Articles of Amendment to

the Certificate of Designation of Rights and Preferences 8.0% Series A Cumulative Convertible Preferred Stock of cbdMD, Inc.

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Certificate of Designation of Rights and Preferences 8.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”):

Section 5 of the Certificate of Designation is hereby amended to add the following paragraph (e) to Section 5:

(e) Automatic Conversion to Common Stock. Each outstanding share of Series A Convertible Preferred Stock shall automatically, without any action on the part of the holder thereof, convert into six (6) shares of Common Stock (the “Automatic Conversion”) immediately following the effective time of the Articles of Amendment to the Certificate of Designation of Rights and Preferences 8.0% Series A Cumulative Convertible Preferred Stock amending such Certificate of Designation of Rights and Preferences 8.0% Series A Cumulative Convertible Preferred Stock to add this paragraph (e) to Section 5 (such effective time, the “Conversion Effective Time”). The shares of Common Stock issued in connection with the Automatic Conversion initially shall be uncertificated.

3. The foregoing amendment was approved by, and proposed and recommended to the corporation’s shareholders by, the Board of Directors on ____________, 2024, and approved by the shareholders on _____________, 2024 in accordance with the provisions of Chapter 55 of the North Carolina General Statutes.

4. These Articles of Amendment will become effective at _______, Eastern Time, on ____________, 2024.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of ___________, 2024.

cbdMD, Inc.

By:

Name: T. Ronan Kennedy

Its: Chief Financial Officer