cbdMD, Inc.
For the period ended Sep 30, 2025. Filed Dec 19, 2025.
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FY2025 · Filed Dec 19, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page | |||
|---|---|---|---|
| No | |||
| PART 1 | |||
| ITEM 1. | Business. | 4 | |
| ITEM 1A. | Risk Factors. | 11 | |
| ITEM 1B. | Unresolved Staff Comments. | 18 | |
| ITEM 1C. | Cybersecurity | 18 | |
| ITEM 2. | Properties. | 19 | |
| ITEM 3. | Legal Proceedings. | 19 | |
| ITEM 4. | Mine Safety Disclosures. | 19 | |
| PART II | |||
| ITEM 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 20 | |
| ITEM 6. | [Reserved] | 20 | |
| ITEM 7. | Management's Discussion and Analysis of Financial Condition and Results of Operation. | 21 | |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 26 | |
| ITEM 8. | Financial Statements and Supplementary Data. | 26 | |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 26 | |
| ITEM 9A. | Controls and Procedures. | 26 | |
| ITEM 9B. | Other Information. | 27 | |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 27 | |
| PART III | |||
| ITEM 10. | Directors, Executive Officers and Corporate Governance. | 28 | |
| ITEM 11. | Executive Compensation. | 28 | |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. | 28 | |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence. | 28 | |
| ITEM 14. | Principal Accounting Fees and Services. | 28 | |
| PART IV | |||
| ITEM 15. | Exhibits and Consolidated Financial Statement Schedules. | 29 | |
| SIGNATURES | 32 | ||
OTHER PERTINENT INFORMATION
Unless the context otherwise indicates, when used in this report, the terms the “Company,” “cbdMD, “we,” “us, “our” and similar terms refer to cbdMD, Inc., a North Carolina corporation formerly known as Level Brands, Inc., and our subsidiaries CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC, which we refer to as “CBDI”, Paw CBD, Inc., a North Carolina corporation which we refer to as “Paw CBD” and cbdMD Therapeutics LLC, a North Carolina limited liability company which we refer to as “Therapeutics” and Proline Global, LLC a North Carolina limited liability company which we refer to as "Proline Global". In addition, "fiscal 2024" refers to the year ended September 30, 2024, and “fiscal 2025” refers to the year ended September 30, 2025.
We maintain a corporate website at www.cbdmd.com. The information contained on our corporate website and our various social media platforms are not part of this report**.**
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:
| ● | material risks associated with our overall business, including: |
| ● | our history of losses, potential liquidity concerns, need to raise additional capital to fund our business in the future, and our ability to continue as a going concern; |
| ● | our current capitalization limits our ability to make strategic or accretive acquisitions or attract new investors; |
| ● | our reliance to market in key digital channels; |
| ● | our ability to acquire new customers at a profitable rate; |
| ● | our ability to bring new and compelling dietary ingredients to market; |
| ● | our reliance on third party raw material suppliers and manufacturers; and |
| ● | our reliance on third party compliance with our supplier verification program and testing protocols. |
| ● | material risks associated with regulatory environment for dietary ingredients including but not limited to CBD, including: |
| ● | federal laws as well as FDA, FTC, and DEA interpretation of existing regulation and pending amendments thereto and/or new laws; |
| ● | state and local laws pertaining to regulated dietary ingredients (such as industrial hemp) and their derivatives; |
| ● | costs to us for compliance with laws and the risks of increased litigation; and |
| ● | possible changes in the use of dietary ingredients such as CBD. |
| ● | material risks associated with the ownership of our securities, including; |
| ● | the risks for failing to comply with the continued listing standards of the NYSE American; |
| ● | availability of sufficient liquidity; |
| ● | the designations, rights and preferences of our Series B Convertible Preferred Stock; and |
| ● | dilution upon the issuance of shares of common stock underlying outstanding warrants, options and the Series B Convertible Preferred Stock. |
Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risk factors contained herein. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.