cbdMD, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
View on SEC.govAbout this filing
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.
Dec 31, 2025 · Filed Feb 17, 2026
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 I-FINANCIAL INFORMATION | ||
| ITEM 1. | Condensed Consolidated Financial Statements. | 5 |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 24 |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk. | 32 |
| ITEM 4. | Controls and Procedures. | 32 |
| PART II - OTHER INFORMATION | ||
| ITEM 1. | Legal Proceedings. | 33 |
| ITEM 1A. | Risk Factors. | 33 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 33 |
| ITEM 3. | Defaults Upon Senior Securities. | 33 |
| ITEM 4. | Mine Safety Disclosures. | 33 |
| ITEM 5. | Other Information. | 34 |
| ITEM 6. | Exhibits. | 34 |
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,” Proline Global, LLC, a North Carolina limited liability company which we refer to as “Proline,” and cbdMD Therapeutics LLC, a North Carolina limited liability company which we refer to as “Therapeutics.” In addition, “fiscal 2025” refers to the fiscal year ended September 30, 2025, “fiscal 2026” refers to the fiscal year ending September 30, 2026, “first quarter of 2025” refers to the three months ended December 31, 2024 and “first quarter of 2026” refers to the three months ended December 31, 2025, “second quarter of 2025” refers to the three months ended March 31, 2025, “second quarter of 2026” refers to the three months ended March 31, 2026, “third quarter of 2025” refers to the three months ended June 30, 2025, and “third quarter of 2026” refers to the three months ended June 30, 2026.
We maintain a corporate website at www.cbdmd.com. The information contained on our corporate website and our various social media platforms is 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 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 to 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; |
| ● | potential impact of tariffs; 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 or DEA interpretation of existing regulation and pending federal executive order and law changes; |
| ● | state and local laws pertaining to regulated dietary ingredients (such as industrial hemp), beverages 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 maintain compliance with the continued listing standards of the NYSE American; |
| ● | the designations, rights and preferences of our Series B Convertible Preferred Stock and Series C Convertible Preferred Stock; |
| ● | the risks for the potential dilution from the conversion of our Series B and C Convertible Preferred Stock and the potential adjustment of conversion rights of such securities; and |
| ● | the risks for the potential dilution from our equity line of credit. |
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 risks described in Part II, Item 1A and Risk Factors appearing in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2025 (the “2025 10-K”), and as amended on January 20, 2026, as well as our other filings with the SEC. 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.