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cbdMD, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

YCBD$0.38-8.4%Stored close · as of Nov 9, 2026

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PART I-FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements

PART 1**–** FINANCIAL INFORMATION**

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 AND SEPTEMBER 30, 2024

(Unaudited)

June 30,September 30,
20252024
Assets
Current assets:
Cash and cash equivalents$1,059,559$2,452,553
Accounts receivable, net967,310983,910
Inventory, net2,798,6822,365,187
Inventory prepaid380,039159,006
Prepaid sponsorship23,50521,754
Prepaid expenses and other current assets367,907406,674
Total current assets5,597,0026,389,084
Other assets:
Property and equipment, net345,361454,268
Operating lease assets874,40685,817
Deposits for facilities62,70862,708
Intangible assets2,315,7792,889,580
Investment in other securities, noncurrent700,000700,000
Total other assets4,298,2544,192,373
Total assets$9,895,256$10,581,457

See Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 AND SEPTEMBER 30, 2024

(Unaudited)

(continued)

June 30,September 30,
20252024
Liabilities and shareholders' equity
Current liabilities:
Accounts payable$1,217,507$1,541,108
Accrued expenses1,095,310632,674
Accrued dividends-4,671,000
Deferred revenue509,198503,254
Operating leases – current portion761,50398,696
Convertible notes, at fair value-1,171,308
Total current liabilities3,583,5188,618,040
Long term liabilities:
Operating leases - long term portion201,235-
Total long term liabilities201,235-
Total liabilities3,784,7538,618,040
Commitments and Contingencies (Note 11)
cbdMD, Inc. shareholders' equity:
par value, 0 and 5,000,000 shares issued and outstanding, respectively-5,000
par value, 8,908,444 and 492,383 shares issued and outstanding, respectively8,908492
Additional paid in capital185,192,277184,033,012
Comprehensive other expense-(7,189)
Accumulated deficit(179,090,682)(182,067,898)
Total cbdMD, Inc. shareholders' equity6,110,5031,963,417
Total liabilities and shareholders' equity$9,895,256$10,581,457

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND Nine MONTHS ENDED June 30, 2025 and 2024

(Unaudited)

Three Months Ended June 30,Nine Months Ended June 30,
2025202420252024
Gross Sales$4,606,796$5,173,878$14,469,698$15,365,953
Allowances---(440,152)
Total Net Sales4,606,7965,173,87814,469,69814,925,801
Cost of sales1,775,7091,770,3645,278,6385,384,061
Gross Profit2,831,0873,403,5149,191,0609,541,740
Operating expenses3,735,7733,785,54210,667,83412,540,595
Loss from operations(904,686)(382,028)(1,476,774)(2,998,855)
Decrease of contingent liability---74,580
Decrease (increase) in fair value of convertible debt-854,50687,380(591,494)
Interest expense (income)9,414(12,741)28,460(31,558)
Loss before provision for income taxes(895,272)459,737(1,360,934)(3,547,327)
Net Loss (income)(895,272)459,737(1,360,934)(3,547,327)
Preferred dividends333,5001,000,5002,334,5013,001,501
Net Loss attributable to cbdMD, Inc. common shareholders$(1,228,772)$(540,763)$(3,695,435)$(6,548,828)
Net Loss per share:
Basic and Diluted earnings per share(0.21)(8.93)(1.56)(16.39)
Weighted average number of shares Basic and Diluted:5,783,354449,1212,376,157399,496

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND Nine MONTHS ENDED June 30, 2025 and 2024

(Unaudited)

Three Months Ended June 30, · Nine Months Ended June 30,
2025 · 2024 · 2025 · 2024
Net (Loss) income$(895,272)$459,737$(1,360,934)$(3,547,327)
Comprehensive (Loss) income(895,272)459,737(1,360,934)(3,547,327)
Other Comprehensive income (loss)$-$4,800$7,189$(1,200)
Preferred dividends(333,500)(1,000,500)(2,334,501)(3,001,501)
Comprehensive Loss attributable to cbdMD, Inc. common shareholders$(1,228,772)$(535,963)$(3,688,246)$(6,550,028)

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE Nine MONTHS ENDED June 30, 2025 and 2024

(Unaudited)

Nine Months Ended
June 30,
20252024
Cash flows from operating activities:
Net Loss$(1,360,934)$(3,547,327)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation-10,019
Restricted stock expense3,6932,073
Issuance of stock for services82,250-
Intangibles amortization573,801518,526
Depreciation290,275343,527
Decrease in contingent liability-(74,580)
(Decrease) increase in fair value of convertible debt(87,380)591,494
Amortization of operating lease asset499,309882,399
Changes in operating assets and liabilities:
Accounts receivable17,351253,361
Deposits-6,505
Inventory(433,495)827,057
Prepaid inventory(221,034)102,810
Prepaid expenses and other current assets37,017152,429
Accounts payable and accrued expenses(194,632)449,686
Operating lease liability(423,855)(949,829)
Deferred revenue / customer deposits6,008(88,319)
Cash used by operating activities(1,211,626)(520,169)
Cash flows from investing activities:
Purchase of property and equipment(181,368)(180,015)
Cash flows from investing activities(181,368)(180,015)
Cash flows from financing activities:
Proceeds from issuance of common stock-50,000
Proceeds from borrowing on note payable-1,247,499
Cash flows from financing activities-1,297,499
Net (decrease) increase in cash(1,392,994)597,315
Cash and cash equivalents, beginning of period2,452,5531,797,860
Cash and cash equivalents, end of period$1,059,559$2,395,175

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest$-$31,558
Non-cash financial/investing activities:
Issuance of shares for conversion of debt and accrued interest$1,079,639$-
Change in lease asset related to extinguishment of HQ lease and new warehouse lease$(1,723,544)$-
Preferred dividends accrued but not paid$2,334,501$3,001,501
Conversion of accrued preferred dividends to preferred stock$6,672,652$-

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE nine months ended June 30, 2025

(Unaudited)

Other · Additional
Common Stock · Preferred Stock · Comprehensive · Paid in · Accumulated
Shares · Amount · Shares · Amount · Income · Capital · Deficit · Total
Balance, September 30, 2024492,383$4925,000,000$5,000$(7,189)$184,033,012$(182,067,898)$1,963,417
Issuance of Common stock1,0001---(1)--
Issuance of restricted stock for share based compensation-----2,007-2,007
Change in fair value of debt related to credit risk----(588)--(588)
Issuance of Common Stock, Convertible Notes177,633178---719,733-719,911
Issuance of Common Stock, GSS Agreement21,87522---82,228-82,250
Preferred dividend declared, not paid------(1,000,501)(1,000,502)
Net Income------15,09515,095
Balance, December 31, 2024692,891$6935,000,000$5,000$(7,777)$184,836,980$(183,053,305)$1,781,591
Issuance of Common stock500---(1)--
Issuance of restricted stock for share based compensation-----861-861
Change in fair value of debt related to credit risk----7,777--7,777
Issuance of Common Stock, Convertible Notes89,96489---356,737-356,826
Preferred dividend declared, not paid------(1,000,500)(1,000,500)
Net Loss------(480,757)(480,757)
Balance, March 31, 2025783,355$7835,000,000$5,000$-$185,194,577$(184,534,562)$665,798
Issuance of restricted stock for share based compensation-----825-825
Preferred dividend declared, not paid------(333,500)(333,500)
Conversion of preferred stock and accrued dividends to common stock8,125,0008,125(5,000,000)(5,000)-(3,125)6,672,6526,672,652
Shares issued for fractional shares in reverse stock split89-------
Net Loss------(895,272)(895,272)
Balance, June 30, 20258,908,444$8,908-$-$-$185,192,277$(179,090,682)$6,110,503

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE nine months ended June 30, 2024

(Unaudited)

Other · Additional
Common Stock · Preferred Stock · Comprehensive · Paid in · Accumulated
Shares · Amount · Shares · Amount · Income · Capital · Deficit · Total
Balance, September 30, 2023370,072$3725,000,000$5,000$-$183,389,686$(174,363,772)$9,031,284
Issuance of Common Stock60-------
Issuance of options for share based compensation-----1,772-1,772
Issuance of restricted stock for share based compensation-----689-689
Preferred dividend------(1,000,501)(1,000,501)
Net Loss------(996,501)(996,501)
Balance, December 31, 2023370,132$3705,000,000$5,000$-$183,392,147$(176,360,774)$7,036,743
Issuance of Common Stock2,4912---15,781-15,783
Issuance of options for share based compensation-----1,080-1,080
Issuance of restricted stock for share based compensation-----303-303
Change in fair value of debt related to credit risk----(6,000)--(6,000)
Issuance of Common stock - Keystone8,0278---49,992-50,000
Preferred dividend------(1,000,500)(1,000,500)
Net Loss------(3,010,562)(3,010,562)
Balance, March 31, 2024380,650$3805,000,000$5,000$(6,000)$183,459,303$(180,371,836)$3,086,847
Issuance of restricted stock for share based compensation-----7,167-7,167
Issuance of options for share based compensation-----5,376-5,376
Change in fair value of debt related to credit risk----4,800--4,800
Issuance of Common stock - Convertible Notes89,27989---464,605-464,694
Preferred dividend------(1,000,500)(1,000,500)
Net Income------459,737459,737
Balance, June 30, 2024469,929$4785,000,0005,000$(1,200)$183,936,451$(180,912,600)$3,028,121

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

cbdMD, Inc. (“cbdMD”, “we”, “us”, “our”, or the “Company”) is a North Carolina corporation formed on* March 17, 2015as Level Beauty Group, Inc. In November 2016we changed the name of the Company to Level Brands, Inc. and on May 1, 2019we changed the name of our Company to cbdMD, Inc. We operate from offices located in Charlotte, North Carolina. Our fiscal year end is established as September 30.*

There have beenno material changes in the Company's significant accounting policies from those previously disclosed in the Annual Report as of and for the fiscal year ended* September 30, 2024* as filed on Form10-K (the "2024 10-K").

The accompanying unaudited interim condensed consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the2024 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of consolidated financial position and the consolidated results of operations for the interim periods presented have been reflected herein.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD, Proline and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation.

Reverse Stock Split

On* April 17, 2025,the board effected a reverse stock split at a ratio ofone*-for-eight, effective as of* May 6, 2025**.* Unless otherwise indicated, all share numbers in this filing, including shares of common stock and all securities convertible into, or exercisable for, shares of common stock, give effect to the reverse stock split (the "Reverse Stock Split").

Use of Estimates

The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but arenot limited to, allowances for credit losses, inventory valuation reserves, expected sales returns and allowances, certain assumptions related to the valuation of investments other securities, acquired intangibles and long-lived assets and the recoverability of intangible and long-lived assets and income taxes, including deferred tax valuation allowances and reserves for estimated tax liabilities is a material estimate. Actual results could differ from these estimates. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate.

Cash and Cash Equivalents

For financial statements purposes, the Company considers all highly liquid investments with a maturity of less thanthree months when purchased to be cash equivalents.

12

Accounts Receivable

Accounts receivable are stated at cost less an allowance for credit losses, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral isnot required as a condition of credit extension. Management’s determination of the allowance for credit losses is based on an evaluation of the receivables, past experience, current economic conditions, and other risks inherent in the receivables portfolio. The balance for allowance for credit losses was $517,749 and $346,197 on* June 30, 2025* and* September 30, 2024*, respectively.

The following table represents a summary of the allowance for credit losses for the periods ended* June 30, 2025and September 30, 2024:*

June 30, 2025September 30, 2024
Credit loss allowance - beginning of period$346,197$42,180
Credit loss provision527,683358,339
Write offs(356,131)(54,322)
Recoveries--
Credit loss allowance - end of period$517,749$346,197

Merchant Receivable and Reserve

The Company primarily sells its products through the internet and has an arrangement to process customer payments withthird-party payment processors and negotiate the fee based on the market. The arrangement with the payment processors requires that the Company pay a fee between 2.5% and 4.0% of the transaction amounts processed. Pursuant to this agreement, there can be a waiting period between2 to5 days prior to reimbursement to the Company, as well as a calculated reserve which some payment processors hold back. Fees and reserves can change periodically with notice from the processors. At* June 30, 2025* and* September 30, 2024*, the receivable from payment processors included approximately $746,165 and $621,678 respectively, for the waiting period amount and is recorded as accounts receivable in the accompanying condensed consolidated balance sheet.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource tothird party manufacturers). Write-offs of potentially slow moving or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and pricing and through specific identification of obsolete or damaged products. We assess inventory quarterly for slow moving products and potential impairments and at a minimum perform a physical inventory count annually near fiscal year end. The reserve for inventory was $131,195 and $0 for* June 30, 2025* and* September 30, 2024*, respectively.

Property and Equipment

Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives arefive years for manufacturing equipment and automobiles andthree years for software, computer, and furniture and equipment. The useful life for leasehold improvements are over the term of the lease, or the remaining economic life of the asset, whichever is shorter. The cost and accumulated depreciation of property are eliminated from the accounts upon disposal, and any resulting gain or loss is included in the consolidated statements of operations for the applicable period. Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstance indicate the carrying value of an asset* may**not* be recoverable.

Fair Value Accounting

The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement,not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels1 and2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level3 of the hierarchy).

Level1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level2 inputs are inputs other than quoted prices included in Level1 that are directly or indirectly observable for the asset or liability. Level2 inputs* mayinclude quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability. Level3* inputs are unobservable inputs for the asset or liability, which are based on an entity’s own assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

13

When the Company records an investment in marketable securities the carrying value is assigned at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company* may*elect to estimate its fair value at cost less impairment plus or minus changes resulting from observable price changes.

The Company elected the fair value option for its Convertible notes. The convertible notes were initially recognized at fair value on the balance sheet. All subsequent changes in fair value, excluding the impact of the change in fair value related to instrument-specific credit risk are recorded in non-operating income. The changes in fair value related to instrument-specific credit risk is recorded through other comprehensive loss. See Note11 for more information related to the convertible notes.

Intangible Assets

Trademarks are amortized over an estimated useful life of5-10 years. The Company performs impairment tests whenever events or changes in circumstances indicate that the asset group's carrying value* may**not* be recoverable.

Revenue Recognition

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following thefive-step model including: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Performance Obligations

Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets.

Other than account receivable, the Company hasno material contract assets nor contract liabilities at* June 30, 2025*.

The following tables represent a disaggregation of revenue by sales channel:

Three Months Ended June 30,
2025% of total2024% of total
E-commerce sales$3,579,63577.7%$3,937,93076.1%
Wholesale sales1,027,16122.3%1,235,94823.9%
Total Net Sales$4,606,796100.0%$5,173,878100.0%
Nine Months Ended June 30,
2025% of total2024% of total
E-commerce sales$11,167,15877.2%$11,987,65480.3%
Wholesale sales3,302,54022.8%2,938,14719.7%
Total Net Sales$14,469,698100.0%$14,925,801100.0%

14

Cost of Sales

The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead,third-party providers, and outbound freight for the Company’s products sales. For the Company’s product sales, cost of sales also includes the cost of refurbishing products returned by customers that will be offered for resale, if any, and the cost of inventory write-downs associated with adjustments of held inventories to their net realizable value. These expenses are reflected in the Company’s consolidated statements of operations when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of their net realizable value.

Income Taxes

The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. CBDI, Therapeutics, Proline Global, and Paw CBD are wholly owned subsidiaries and are disregarded entities for tax purposes and their entire share of taxable income or loss is included in the tax return of the Company.

The Company accounts for income taxes utilizing the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company uses the inside basis approach to determine deferred tax assets and liabilities associated with its investment in a consolidated pass-through entity. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely thannot that the net deferred asset willnot be realized.

Concentrations

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities.

The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers*$250,000* for substantially all depository accounts. The Company from time to time* may*have amounts on deposit in excess of the insured limits.

Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company didnot have any customers that represented a significant amount of our sales for thethree andnine months ended* June 30, 2025*.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date fair value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that** may** be settled by the issuance of those equity instruments.

The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur.

Earnings (Loss) Per Share

The Company computes basic loss per share by dividing net loss and net loss attributable to common shareholders, after deducting preferred stock dividends, by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

Liquidity and Going Concern Considerations

The accompanying consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $1.361 million for thenine months ended* June 30, 2025*, and an accumulated deficit of approximately $179.1 million at* June 30, 2025.*

15

While the Company believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can beno assurances these actions will be successful. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire additional funding on commercially reasonable terms, if required. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern fortwelve months after the date that the accompanying condensed consolidated financial statements are issued. These condensed consolidated financial statements and notes donot include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that* may*result in the Company's inability to continue as a going concern.

Convertible Notes

Effective* February 1, 2024,the Company entered into a Securities Purchase Agreement dated January 30, 2024withfive* institutional investors (the “Investors”) whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”). The Company is using the proceeds from the issuance of the Notes for working capital and general corporate purposes. The table below represents the change in fair value of the Notes, Level3 fair value measurement, since* September 30, 2024.From April 2024through January 2025the Notes were converted and satisfied in full andno* longer an obligation of the Company.

Balance at September 30, 2024$1,171,308
Conversion of convertible notes(1,083,928)
Change in fair value of convertible notes(87,380)
Balance at June 30, 2025$-

New Accounting Standards

On* December 14, 2023the FASB issued ASU**2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures. This standard went into effect for fiscal years beginning after* December 31, 2024and will go into effect for the company beginning with it's fiscal year ending September 30, 2025.*The Company is currently evaluating the impacts of this standard on the consolidated financial statements.

In* November 2024,the FASB issued ASU**2024-03* – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, which enhances the disclosures for various types of expenses. The standard is effective for public companies for annual periods beginning after* December 15, 2026.*Early adoption is available. The Company is currently evaluating the impacts of this standard on the consolidated financial statements.

The Company adopted ASU*2023*-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures Measurement. This standard went into effect for fiscal years beginning after* December 13, 2023.This standard enhances segment reporting under Topic280* by expanding the breadth and frequency of segment disclosures.

NOTE2 – MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES

The Company has, from time to time, entered into contracts where a portion of the consideration provided by the counterparty in exchange for the Company’s services was common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company recorded the receivable as accounts receivable other, and used the value of the stock or other instrument upon invoicing to determine the value. In determining fair value of marketable securities and investment other securities, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. The Company determines the fair value of marketable securities and investment other securities based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs.

On* April 7, 2022,CBD Industries, LLC entered into an asset sale agreement to sell substantially all its manufacturing assets to a subsidiary of Steady State, LLC ("Steady State"). The equipment sale is initially valued at approximately $1.8 million for accounting purposes, the sale price consisting of products to be provided to the Company under the manufacturing and supply agreement and $1.4 million of which the Company invested into Steady State in the form of an equity investment consistent with the terms of Steady State's completed Series C financing. In Septemberof2023,* the Company impaired this investment by $700,000. The Company has classified this investment as Level3 for fair value measurement purposes as there areno observable inputs and has included it in non-current assets on the accompanying condensed consolidated balance sheets as the Company plans to hold this investment.

In valuing the investments, the Company used the value paid, which was the price offered to allthird-party investors.

16

NOTE3 - INVENTORY

Inventory at* June 30, 2025* and* September 30, 2024* consists of the following:

June 30,September 30,
20252024
Finished Goods$1,838,339$1,534,718
Inventory Components1,091,538830,469
Inventory Reserve(131,195)-
Inventory prepaid380,039159,006
Total Inventory$3,178,721$2,524,193

Abnormal amounts of idle facility expense, freight, handling costs, scrap and wasted material (spoilage) are expensed in the period they are incurred andno material expenses related to these items occurred in thethree ornine months ended* June 30, 2025*.

NOTE4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

June 30,September 30,
20252024
Computers, furniture and equipment$1,758,805$1,587,411
Manufacturing equipment285,750284,275
Leasehold improvements495,581487,081
2,540,1362,358,767
Less accumulated depreciation(2,194,775)(1,904,499)
Property and equipment, net$345,361$454,268

Depreciation expense related to property and equipment was $88,905 and $114,912 for thethree months ended* June 30, 2025and2024*, respectively, and was $290,275 and $395,098 for thenine months ended* June 30, 2025and2024*, respectively.

NOTE5 – INTANGIBLE ASSETS

Intangible Assets

Intangible assets consisted of the following as of:

June 30,September 30,
20252024
Trademark related to cbdMD$21,585,000$21,585,000
Trademark for HempMD50,00050,000
Technology Relief from Royalty related to DirectCBDOnline.com667,844667,844
Tradename related to CBD MD limited mark368,000368,000
Tradename related to DirectCBDOnline.com749,567749,567
Impairment of intangible assets(17,504,000)(17,504,000)
Amortization of definite lived intangible assets(3,600,632)(3,026,831)
Total$2,315,779$2,889,580

Amortization expense related to definite lived intangible assets was $191,267 and $172,842 for thethree months ended* June 30, 2025and2024*, respectively, and was $573,801 and $518,526 for thenine months ended* June 30, 2025and2024*, respectively.

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NOTE6 – RELATED PARTY TRANSACTIONS

None.

NOTE7 – SHAREHOLDERS’** EQUITY**

Preferred Stock Conversion and Reverse Stock Split

In* October 2019,the Company designated 5,000,000 of it's 50,000,000 authorized shares of preferred stock as 8.0% Series A Cumulative Convertible Preferred Stock (“Preferred Stock”). Preferred Stock ranked senior to common stock for liquidation or dividend and holders were entitled to receive cumulative cash dividends at an annual rate of8.0%* payable monthly in arrears for the prior month. There were5,000,000 shares of Preferred Stock issued and outstanding at* September 30, 2024.*

Among other matters, during the Company's annual meeting held on* April 10, 2025,*the shareholders of the Company approved:

i.an amendment the Certificate of Designation of the Company’s Preferred Stock to include an automatic conversion provision whereby each outstanding share of Preferred Stock, together with accrued and unpaid dividends, would automatically convert into thirteen shares of Common Stock, at an effective date determined by of the Board of Directors (the ”Automatic Preferred Conversion”); and
ii.an amendment to the Company’s Articles of Incorporation to authorize the Board of Directors to effect a reverse stock split of the then outstanding shares of Common stock at a specific ratio, ranging from one-for-three to one-for-ten, to be determined by the Board of Directors at a date and time to be determined by the Board of Directors.

The Board of Directors elected to effectuate the Automatic Preferred Conversion on* May 6, 2025at4:01* p.m. Eastern Time (the “Mandatory Exchange Date”). On the Mandatory Exchange Date, all Preferred Stock, together with accrued and unpaid dividends, was converted in to 65,000,000 shares (pre-split) of Common Stock, dividends on converted shares ceased to accrue, and the Preferred Stock ceased trading.

The Board of Directors elected to implement aone-for-eight (1:8) reverse stock split of the Company’s common stock (the “Reverse Stock Split”) on* May 6, 2025,effective at4:02* p.m. Eastern Time, immediately following and therefore inclusive of shares of common stock issued in connection with the Automatic Preferred Conversion. Following the Reverse Stock Split holders of fractional shares received, in lieu of a fractional share, the number of shares rounded up to the next whole number (“Round Up Shares”).89 Round Up Shares were issued as a result of the Reverse Stock Split.

Common Stock Transactions

During thenine months ended* June 30, 2025,the Company (i) issued 1,875 shares of restricted stock under the Company's2015* equity incentive plan to a new employee; (ii) issued 267,597 shares of common stock for conversions of notes payable; and (iii) issued 21,875 shares of common stock to a consultant for advisory services.

During thenine months ended* June 30, 2024,*the Company (i) issued 8,027 shares under its ELOC; (ii) issued 2,478 shares as part of the final earnout related to a prior transaction; and (iii) issued 89,279 shares for the conversion of notes payable.

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NOTE8 – STOCK BASED COMPENSATION

The following table summarizes stock option activity for thenine months ended* June 30, 2025*:

Number of shares · Weighted-average exercise price · Weighted-average remaining contractual term (in years) · Aggregate intrinsic value (in thousands)
Outstanding at September 30, 20245,531$989.723.14$-
Granted----
Exercised----
Forfeited(14)82.80--
Outstanding at June 30, 20255,517991.712.39-
Exercisable at June 30, 20255,517$991.712.39$-

As of* June 30, 2025,*there wasno remaining unrecognized stock compensation costs as all stock options were vested.

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NOTE9 - WARRANTS

Transactions involving the Company equity-classified warrants for thenine months ended* June 30, 2025* are summarized as follows:

Number of shares · Weighted-average exercise price · Weighted-average remaining contractual term (in years) · Aggregate intrinsic value (in thousands)
Outstanding at September 30, 20246,168$244.063.42$-
Granted----
Exercised----
Forfeited(267)1,024.38--
Outstanding at June 30, 20255,901208.752.54-
Exercisable at June 30, 20255,901$208.752.54$-

The following table summarizes outstanding common stock purchase warrants as of* June 30, 2025*:

Number of sharesWeighted-average exercise priceExpiration
Exercisable at $1,346.40 per share4291,346.40December 2025
Exercisable at $1,350.00 per share4091,350.00June 2026
Exercisable at $20.16 per share5,06320.16April 2028
5,901$208.75

NOTE10 – **** COMMITMENTS AND CONTINGENCIES

The Company* may,from time to time, become a party to various legal proceedings arising in the ordinary course of business. The Company isnot* currently the subject of any material pending or threatened litigation or other legal proceedings.

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NOTE11 – NOTE PAYABLE

Effective* February 1, 2024,the Company entered into a Securities Purchase Agreement dated January 30, 2024,withfive* institutional investors (the “Investors”) whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”).

Each Note bore interest of 8% per annum and was to mature on* July 30, 2025.*Further, the notes were convertible, at the option of the holder, into shares of common stock at conversion price which was adjusted for certain down-round provisions, as defined. At issuance, the Company elected the fair value option to account for the Notes. The Notes were initially recognized at a fair value of $2,702,000. Excluding the impact of the change in fair value related to instrument-specific credit risk, which was recorded in other comprehensive income, subsequent changes in fair value were recorded in earnings at each reporting period. recorded in non-operating income.

During thenine months ending* June 30, 2025,*the Company issued an aggregate of 267,597 shares of common stock upon the partial conversion of the remaining balance outstanding on the Notes.

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NOTE12 – LEASES

The Company has lease agreements for its warehouse and executive office the lease periods expiring in* September 2026.The Company recognizes leasing arrangements on the consolidated balance sheet as right-of-use assets and liabilities pertaining to the rights and obligations created by the leased assets. The Company determines whether an arrangement is a lease at inception and classify it as finance or operating. The Company’s lease is classified as an operating lease. The Company’s lease doesnot* contain any residual value guarantees.

Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements isnot readily determinable, the Company determined an incremental borrowing rate for its lease based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the lease commencement date to determine the present value of future lease payments. The Company’s lease terms* may*include options to extend or terminate the lease.

In addition to the monthly base amounts in the lease agreement, the Company is required to pay real estate taxes, insurance and common area maintenance expenses during the lease term.

Lease costs on operating leases are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the condensed consolidated statements of operations.

Components of operating lease costs are summarized as follows:

Three MonthsNine Months
EndedEnded
June 30,June 30,
20252025
Total Operating Lease Costs$180,974$482,596

Supplemental cash flow information related to operating leases is summarized as follows:

Three MonthsNine Months
EndedEnded
June 30,June 30,
20252025
Cash paid for amounts included in the measurement of operating lease liabilities$195,000$394,264

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As of* June 30, 2025*, our operating lease had a weighted average remaining lease term of 1.25 years and a weighted average discount rate of 4.66%.

Future minimum aggregate lease payments under operating leases as of* June 30, 2025* are summarized as follows:

For the year ended September 30,
2025$195,000
2026798,200
Total future lease payments993,200
Less interest(30,462)
Total lease liabilities$962,738

NOTE13 – LOSS PER SHARE

At* June 30, 2025*,7,392 potential shares underlying options, unvested RSUs and warrants were excluded from the shares used to calculate diluted loss per share as their inclusion would be anti-dilutive. At* June 30, 2024*,14,104 potential shares underlying options, unvested RSUs and warrants as well as 23,153 shares of Series A Cumulative Convertible Preferred Stock, as well as total of 35,450 available shares and remaining commitment shares under the Keystone agreement were excluded from the shares used to calculate diluted loss per share as their inclusion would reduce net loss per share.

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NOTE14 – INCOME TAXES

The Company has a valuation allowance against the net deferred tax assets, with the exception of the deferred tax liabilities that result from indefinite-life intangibles (“naked credits”). The Company has determined that using the general methodology for calculating income taxes during an interim period for the quarters ending* December 31, 2019,** March 31, 2020,and June 30, 2020,provided for a wide range of potential annual effective rates. At September 30, 2023the Company recorded a net deferred tax asset ofzero as the cumulative net deferred tax asset had a full valuation on it and there wasnot* enough positive evidence that would warrant recognizing the benefit of the net deferred tax asset. In addition, the net indefinite lived deferred tax items were a deferred tax asset so there wasnot any recognition of a deferred tax liability related to indefinite lived deferred tax liabilities. At* June 30, 2025*, the Company determined the same circumstances to be true and therefore recorded a net deferred tax asset of zero.

NOTE15 – SUBSEQUENT EVENTS

On* July 4, 2025,the President of the United States signed the One Big Beautiful Bill Act (“OBBBA”) into law. This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, and modifications to depreciation deductions. While the effects of these tax law changes willnot* be reflected for the period ended* June 30, 2025,*the Company is evaluating the impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.

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