cbdMD, Inc. Files Amendment No. 1 to S-1/A Registration Statement

TL;DR

<b>cbdMD, Inc. has filed an amendment to its S-1/A registration statement, providing updated information for public offering.</b>

AI Summary

cbdMD, Inc. (YCBD) filed a Amended IPO Registration (S-1/A) with the SEC on March 19, 2024. cbdMD, Inc. filed an Amendment No. 1 to its Form S-1/A with the SEC on March 19, 2024. The filing is a registration statement under the Securities Act of 1933. The company's principal executive offices are located at 2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273. T. Ronan Kennedy is listed as the Chief Financial Officer. The company was formerly known as Level Brands, Inc. and LEVEL BEAUTY GROUP, INC.

Why It Matters

For investors and stakeholders tracking cbdMD, Inc., this filing contains several important signals. This amendment updates the company's registration statement, which is a prerequisite for a public offering of securities. The filing provides key details about the company's structure, executive officers, and historical corporate information.

Risk Assessment

Risk Level: low — cbdMD, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, indicating ongoing or planned capital raising activities rather than immediate operational changes or financial distress.

Analyst Insight

Monitor future filings for details on the proposed public offering, including the number of shares, pricing, and use of proceeds.

Key Numbers

• 333-277124 — SEC File Number (Registration Statement)
• 2024-03-19 — Filing Date (Amendment No. 1)
• NC — State of Incorporation (cbdMD, Inc.)
• 473414576 — IRS Number (cbdMD, Inc.)

Key Players & Entities

• cbdMD, Inc. (company) — Registrant
• T. Ronan Kennedy (person) — Chief Financial Officer
• Level Brands, Inc. (company) — Former company name
• LEVEL BEAUTY GROUP, INC. (company) — Former company name
• Brian Pearlman (person) — Legal counsel
• Brian S. Bernstein (person) — Legal counsel
• Nason Yeager Gerson Harris & Fumero P.A. (company) — Legal firm

FAQ

Industry Context

The company operates in the health and wellness sector, with a focus on products containing CBD.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Analyze any subsequent amendments or prospectuses for updated financial information and risk factors.
3. Track the effectiveness date of the registration statement to anticipate the public offering.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating updates to the initial filing.

Key Financial Figures

• $0.77 — e common stock on the NYSE American was $0.77 per share. The Selling Shareholders an
• $1,250,000 — rs advanced the Company an aggregate of $1,250,000 of gross proceeds and the Company issue
• $1,541,666 — e, in the aggregate principal amount of $1,541,666 (the "Notes"). The Company has used and
• $0.684 — ption at an initial conversion price of $0.684 per share (the "Conversion Price"), sub
• $0.30 — e. The Conversion Price is subject to a $0.30 floor price (the "Floor Price"). "Marke
• $149.97 — th a weighted average exercise price of $149.97 per share; a total of 50,309 shares of

Filing Documents

• ycbd20240227_s1a.htm (S-1/A) — 361KB
• ex_631388.htm (EX-23.1) — 3KB
• cbdmdproducts.jpg (GRAPHIC) — 8KB
• pawproducts.jpg (GRAPHIC) — 8KB
• pic1.jpg (GRAPHIC) — 7KB
• 0001437749-24-008545.txt (&nbsp;) — 581KB
• ycbd-20240319.xsd (EX-101.SCH) — 3KB
• ycbd-20240319_def.xml (EX-101.DEF) — 9KB
• ycbd-20240319_lab.xml (EX-101.LAB) — 12KB
• ycbd-20240319_pre.xml (EX-101.PRE) — 9KB
• ycbd20240227_s1a_htm.xml (XML) — 2KB

Use of Proceeds

Use of Proceeds 4 The Purchase Agreements 5 Selling Shareholders 6 Plan of Distribution 8

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10

Business

Business 10 Description of our Capital Stock 10

Legal Proceedings

Legal Proceedings 12 Directors, Executive Officers and Corporate Governance 13

Executive Compensation

Executive Compensation 13

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Certain Relationships and Related Transactions and Director Independence 13 Legal Matters 13 Experts 13 Where You Can Find More Information 13 Incorporation of Certain Information by Reference 14 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus. Neither we nor the Selling Shareholders have authorized any dealer, salesman, or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an o

Risk factors

Risk factors Investing in our securities involves a high degree of risk. As an investor you should be prepared to lose your entire investment See "Risk Factors" beginning on page 4. (1) The number of shares of common stock to be outstanding prior to and after this offering excludes: a total of 185,223 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock; a total of 668 shares of common stock issuable upon vesting of unvested restricted stock awards; a total of 40,098 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $149.97 per share; a total of 50,309 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise pr

View Full Filing

View this S-1/A filing on SEC EDGAR