cbdMD, Inc.

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,” cbdMD Therapeutics LLC, a North Carolina limited liability company which we refer to as “Therapeutics,” and BB Botanicals, a North Carolina limited liability company which we refer to as “Bluebird.” 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 Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding our liquidity, capital resources and financial condition, path to profitability, ability to raise additional funds, impact of the implementation of the Act (defined below) on the Company’s results of operations and business, effect and advantages resulting from the equity line of credit (the “ELOC"), expectations from the acquisition of Bluebird Botanicals (“Bluebird”), innovation and product portfolio improvements, expectations from the President’s Medicare reimbursement program, diversification of revenue and reduction in costs. Forward-looking statements are statements that are not historical facts and may include projections and estimates concerning the timing and success of specific products and services, our future production, revenues, income and capital spending and financing needs. These statements are generally identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms and similar expressions.

We intend that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to the risks described below.

Material risks associated with our overall business, including:

Material risks associated with regulatory environment for dietary ingredients, including but not limited to CBD, including:

Material risks associated with the ownership of our securities, including:

Readers should carefully review this report in its entirety, including the risks described in Part II, Item 1A of this report and 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”), as amended on January 20, 2026, as well as our other filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason after the date of this Quarterly Report.