cbdMD, Inc.

The Board has determined that it is advisable and in the best interests of the Company and its shareholders, for us to have the ability to amend our articles of incorporation (the “Reverse Split Amendment”) to effect a reverse stock split of our issued and outstanding shares of common stock at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10) (the “Approved Split Ratios”), to be determined by the Board (the “Reverse Split”). A vote for this Proposal 3 will constitute approval of the Reverse Split that, if and when authorized by the Board and effected by filing the Reverse Split Amendment with the Secretary of State of the State of North Carolina, will combine between 2 and 10 shares of our common stock into one share of our common stock. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, one whole share (with fractional shares being rounded up to the next whole number). If implemented, the Reverse Split will have the effect of decreasing the number of shares of our common stock issued and outstanding. Because the number of authorized shares of our common stock will not be reduced in connection with the Reverse Split, the Reverse Split will result in an effective increase in the authorized number of shares of our common stock available for issuance in the future.

The Company and the Board currently have no immediate plans to implement a reverse split as of the date of this proxy statement. The Board believes this proposal is a prophylactic measure with the potential to avoid significant cost and management distraction of a separate proxy solicitation should future events and dynamic market conditions require a reverse split. The Board approved and recommended seeking shareholder approval of the Reverse Split Amendment. Accordingly, shareholders are asked to approve the Reverse Split Amendment set forth in Appendix A to effect the Reverse Split consistent with those terms set forth in this Proposal 3, and to grant authorization to the Board to determine, in its sole discretion, whether or not to implement the Reverse Split, as well as its specific ratio within the range of the Approved Split Ratios. The text of Appendix A remains subject to modification to include such changes as may be required by the Secretary of State of the State of North Carolina and as the Board deems necessary or advisable to implement the Reverse Split.

If approved by the holders of our outstanding voting securities, the Reverse Split would be applied at an Approved Split Ratio selected by the Board prior to the one-year anniversary date of the Annual Meeting and would become effective upon the time specified in the Reverse Split Amendment as filed with the Secretary of State of the State of North Carolina. The Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of us and our shareholders. Subject to approval of the Reverse Split Amendment through the approval of the Reverse Split, no further action on the part of our shareholders will be required to either implement or abandon the reverse stock split.